1.1 The present ROCHE terms and conditions (hereinafter referred to as the "Conditions") should be applied when a company in the ROCHE Group ("ROCHE" for short) issues an Order for the Execution of Transactions and/or Services ("order" for short) to a per-son or to a company. The Conditions shall only apply if this is agreed by the parties in writing.
1.2 In the case of divergences between the con-tractual provisions and these Conditions, the contractual provisions shall take prece-dence.
1.3 Further general conditions of business shall only apply if this is agreed by the parties in writing. In the case of divergences between these Conditions and other general condi-tions of business, these Conditions shall take precedence.
1.4 Swiss Law shall apply in addition to the con-tractual provisions and to these Conditions.
2.1 ROCHE has the right to obtain information about the state of execution of the order at all times.
3.1 The party entrusted with the order must in-form ROCHE without delay of any circum-stances which might favour or endanger ROCHE's interests.
3.2 ROCHE may issue instructions to the party entrusted with the order at any time. The party entrusted with the order must draw ROCHE's attention to any financial, techni-cal and time-related effects which may be connected with such instructions, and must in particular object to any inexpedient in-structions on the part of ROCHE.
3.3 If the party entrusted with the order makes his own proposals concerning the execution of the order, he must at the same time in-form ROCHE about any financial, technical and time-related consequences connected with such proposals.
4.1 The party entrusted with the order is re-sponsible for the faithful and careful execution of the order undertaken.
4.2 The party entrusted with the order must exe-cute the order in compliance with the gener-ally recognised state of the art and the stan-dards of his specialist area, and with the use of all his specialised knowledge and abilities. He must undertake everything which is suit-able and necessary in order to produce the successful performance sought by ROCHE, and in so doing, he must take all the precau-tions required in order to protect ROCHE.
4.3 All the transactions and services assigned to the party entrusted with the order must be executed by the said party in person; the case of permissible substitution pursuant to Article 5.1 of these Conditions shall remain reserved.
5.1 The complete or partial assignment of the order to a third party for independent execu-tion (substitution) is only permitted to the party entrusted with the order if, and pro-vided that, ROCHE has authorised him to do so in writing. ROCHE may demand that specified substitutes and/or auxiliary per-sonnel are called in, or are excluded, for the purpose of executing the contract.
5.2 The party entrusted with the order shall be liable for the careful selection and instruction of the substitute. In particular, the party en-trusted with the order must in turn transfer to the substitute those duties arising from the order which are necessary in order to safe-guard ROCHE's interests.
5.3 If the party entrusted with the order calls in auxiliary personnel in order to execute the contract, he shall be liable for the behaviour of such personnel to the same extent as if he had been acting himself.
6.1 The party entrusted with the order may only conclude legal transactions on behalf of and for the account of ROCHE if, and provided that, ROCHE has furnished him with written authorisation to do so.
6.2 The party entrusted with the order may only appear before third parties and authorities on behalf of ROCHE if, and provided that, ROCHE has furnished him with written au-thorisation to do so.
6.3 Double representation is only permissible if, and provided that, written authorisation from ROCHE is available.
7.1 Except as contractually agreed otherwise, the party entrusted with the order must sur-render to ROCHE everything which has come to him in connection with the execu-tion of the order, for any reason whatsoever, and everything which he has himself created in connection with the execution of the or-der. The party entrusted with the order must return everything which has been handed over to him by ROCHE for the purpose of executing the order as soon as he ceases to require it in order to execute the contract.
7.2 By the time the contract is terminated at the latest, the party entrusted with the order must also, and in particular, transfer all files and data carriers associated with the execu-tion of the order to ROCHE's ownership, free of charge.
8.1 Information which ROCHE transfers to the party entrusted with the order for the pur-poses of executing the contract must not be used for any other purposes, nor must it be duplicated or made accessible to third par-ties.
8.2 The party entrusted with the order is obliged to treat as confidential all information and business secrets of ROCHE which are ac-quired in connection with the execution of the contract. The said party must take care to ensure that ROCHE's information and business secrets are also safeguarded by his auxiliary personnel and substitutes.
8.3 ROCHE is obliged to treat as confidential the information and business secrets of the party entrusted with the order, and those of his substitutes.
8.4 The obligation to maintain secrecy on the part of both parties shall continue to remain in existence even after the execution of the order.
9.1 All copyrights which are created in connec-tion with the execution of the order shall be trasferred to ROCHE, insofar as they can be transferred.
9.2 All inventions which the party entrusted with the order makes on account of the execution of the order shall belong to ROCHE, regard-less of their patentability, without any addi-tional compensation being due from ROCHE in respect thereof.
10.1 If the party entrusted with the order estab-lishes that the execution of the order cannot take place in accordance with the dead-line(s), he is obliged to inform ROCHE of this circumstance immediately, stating the reasons and the presumed duration.
10.2 If the party entrusted with the order does not adhere to an agreed deadline, he shall fall into default on expiry of this deadline, with-out any further action on the part of ROCHE.
11.1 The party entrusted with the order shall be liable towards ROCHE within the terms of the legal provisions.
11.2 If the party entrusted with the order has not fulfilled its obligations to advise and dis-suade pursuant to Article 3.2 of these Condi-tions, it must also be liable for damages which are attributable to compliance with in-expedient instructions on the part of ROCHE.
11.3 The exercise of the right to information on the part of ROCHE shall not release the party entrusted with the order in any way from his responsibility for the careful and faithful execution of the order.
12.1 The agreed fee is deemed to be an all-inclusive fee, with which all services and ex-penditures on the part of the party entrusted with the order are paid for.
12.2 The all-inclusive fee includes all costs, and in particular costs of approvals, customs du-ties, taxes (excluding VAT), insurances and increase of prices, as well as travel and telephone expenses.
13.1 The fee shall fall due on conclusion of the execution of the order in conformity with the contract.
13.2 ROCHE must pay receivables which are due within a period of 30 days, but ROCHE is entitled to withhold the fee in whole or in part until any defects are eliminated. ROCHE may also assert the right to withhold as long as the party entrusted with the order does not comply with his duty to surrender pursu-ant to Article 7 of these Conditions.
13.3 The claim to the fee shall be cancelled or shall be reduced if the order has not been duly executed; furthermore, legal claims to compensation for damages shall remain re-served.
14.1 If a substantial reason is present, the two parties may annul the contract by unilateral declaration, at any time and with immediate effect.
14.2 Any payments and/or payments of compen-sation for damages must be made within the terms of the legal provisions.
15.1 Claims and obligations arising from the or-der cannot be transferred to third parties without the written consent of the contractual partner.
16.1 Modifications or additions to these Condi-tions may only be made in writing, and by agreement between the two parties.
17.1 The parties shall endeavour to reach an amicable resolution of any disputes which may arise concerning the interpretation of the order and of these Conditions.
17.2 If no amicable agreement is reached be-tween the parties, the courts of general ju-risdiction should resolve the dispute.
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