Lipotype Terms and Conditions, last revised on August, 2019; Version: 1.6

   Download Lipotype Terms and Conditions


1.1 The general terms and conditions in their current version shall apply to all
services provided by or on behalf of Lipotype GmbH (“LIPOTYPE”) for the client (“CLIENT”). General terms and conditions of CLIENT deviating from these Conditions shall only apply if expressly confirmed by LIPOTYPE in writing prior to or upon conclusion of each individual agreement. Any reference to correspondence, which contains or refers to general terms and conditions of
CLIENT or any third party does not constitute an agreement with the
application of such general terms and conditions by LIPOTYPE.

1.2 LIPOTYPE provides its services to entrepreneurs (Unternehmer) according to Sec. 14 German Civil Code (Bürgerliches Gesetzbuch – BGB) and corporations, institutions and foundations under public (federal or state) law only.

2 Order Process and Agreement

2.1 CLIENT may order LIPOTYPE’S services online through LIPOTYPES webshop accessible through the website www.lipotype.com (“WEBSHOP”). All
announcements and offers in the WEBSHOP are non-binding and subject to
change. Notably, any presentation of any services or deliverables in the
WEBSHOP and/or by other means does not constitute a legally binding offer on
the part of LIPOTYPE. LIPOTYPE is not obliged to accept orders from CLIENT.
2.2 The order process is as follows:

  • CLIENT must register as customer through the WEBSHOP. CLIENT shall
    register with its true, accurate and complete address as well as contact
    information (in particular a telephone number and a valid e-mail address)
    for the WEBSHOP; CLIENT shall maintain the accuracy of such information
    throughout the business relationship with LIPOTYPE. He shall provide
    LIPOTYPE with all data relevant for the proper execution of SERVICES, in
    particular an address for invoicing as well as for shipping (if applicable)
    and his VAT identification number (if available).
  • CLIENT places an inquiry for the desired services/packages through the
    WEBSHOP by choosing the respective products, placing them in the cart
    and following the provided checkout process. Prices detailed in the
    WEBSHOP for LIPOTYPE´S services are only an indication and may vary
    depending on the respective request of CLIENT.
  • Receipt of CLIENT’S inquiry will be confirmed through an automated email.
    Such confirmation shall not constitute an acceptance of CLIENT’S inquiry.
  • At LIPOTYPE’S discretion LIPOTYPE will provide CLIENT with a binding
    quotation (“OFFER”) regarding the requested services via its WEBSHOP and
    inform CLIENT thereof via email. Alternatively LIPOTYPE will inform CLIENT it will not provide the requested services.
  • CLIENT may accept the OFFER by clicking the button “Accept Quotation”
    within the WEBSHOP or by clicking the hyperlink provided within the OFFER e-mail “Accept Quotation and Place Order” or by providing LIPOTYPE with a signed copy of the OFFER (fax or email is sufficient) or by providing LIPOTPYE with a purchase order signed by an authorized representative of the CLIENT and explicitly referencing the OFFER. By aforementioned acceptance, the parties enter into a respective agreement on the terms and conditions set forth herein and in the OFFER (“AGREEMENT”).

2.3 Where CLIENT requests LIPOTYPE’S services through means other than the
WEBSHOP, an AGREEMENT shall only be deemed formed, in case LIPOTYPE
provides CLIENT with an OFFER and CLIENT accepts such OFFER by providing
LIPOTYPE with a signed copy (fax or email is sufficient) thereof.

2.4 LIPOTYPE shall be bound by its OFFER for 30 days following the date of issuance set forth therein.

2.5 LIPOTYPE will save a copy of the respective AGREEMENTS, which will be
transmitted to CLIENT together with these conditions via e-mail to the e-mail
address provided by CLIENT.

2.6 Upon formation of an AGREEMENT and notwithstanding any revocation rights
granted to CLIENT by mandatory legal provisions, CLIENT shall have no right to
revoke such AGREEMENT.

3 Samples

3.1 Together with the OFFER, LIPOTYPE will provide CLIENT with detailed
requirements regarding the quantity and quality of the samples necessary for
LIPOTYPE to provide the requested services (“REQUIREMENTS”).

3.2 Upon execution of the AGREEMENT CLIENT shall provide LIPOTYPE with the
samples according to the REQUIREMENTS.

3.3 CLIENT shall

a) ensure that all relevant or necessary information, instructions and
documents are provided to LIPOTYPE in due time before the anticipated
conduct of the requested service (not later than one (1) week before the
designated date);
b) if required, supply LIPOTYPE with any special equipment or personnel
necessary for the performance of the requested services;
c) inform LIPOTYPE in advance of any known infectious pathogens, hazards
or dangers, actual or potential, associated with the requested services or

3.4 CLIENT shall bear the sole risk and responsibility for shipment, packaging and
compliance of the samples with the REQUIREMENTS and applicable laws.
LIPOTYPE shall not be liable for any delay or impairment of the services and/or
Results due to (i) non-compliance with the REQUIREMENTS or (ii) insufficient
quality, quantities, packaging or any defects of samples, notably incurred prior
or during shipment.

3.5 CLIENT warrants and guarantees that all samples, information, instructions and documents transmitted to LIPOTYPE neither are subject to any third party rights nor are deemed information, business secrets or know-how which are to be kept secret, unless CLIENT has expressly pointed out such fact prior to conclusion of the AGREEMENT. CLIENT further warrants that the use of samples, information, instructions and documents transmitted to LIPOTYPE within the scope of the execution of the AGREEMENT does not infringe upon any rights of third parties.

3.6 In case CLIENT do not fully comply with the REQUIREMENTS set forth by LIPOTYPE, LIPOTYPE may claim from CLIENT all additional costs reasonably incurred due to LIPOTYPE’S handling of inadequate samples.

3.7 Upon completion of the services specified in the OFFER (“SERVICES”) LIPOTYPE shall destroy any leftover samples. Special disposal charges will be billed to CLIENT if applicable.

4 Services / Results

4.1 Upon closing of the AGREEMENT LIPOTYPE shall provide the CLIENT with the SERVICES according to the specifications and terms set forth in the accepted
OFFER. Unless otherwise agreed, LIPOTYPE shall decide at its sole discretion where the SERVICES under the AGREEMENT are performed.

4.2 LIPOTYPE shall provide CLIENT via email with an analysis of the results of the
SERVICES provided including all the data as defined in the OFFER (“RESULTS”) at the locality of performance of SERVICES as set forth in Sec. 4.1. At the request of
CLIENT, LIPOTYPE will – at CLIENT’s own risk – forward the RESULTS to CLIENT via email.

4.3 The RESULTS shall consist of a data-sheet(s) of the analysis results generated by LIPOTYPE. Upon explicit request of and at additional costs to the CLIENT, LIPOTYPE shall provide CLIENT with an accompanying document including explanatory notes to the respective findings.

4.4 If in case of CLIENT’s non-compliance with the REQUIREMENTS or due to inferior or inadequate samples provided by CLIENT, LIPOTYPE is unable to generate any or parts of the RESULTS, LIPOTYPE shall be exempt from its obligation to provide CLIENT with such RESULTS.

4.5 The RESULTS issued by LIPOTYPE are based upon the data recorded at the time of testing only and within the limits of the instructions received from the CLIENT or, in the absence of such instructions, within the parameters of customary

4.6 While performing the SERVICES, LIPOTYPE and its employees, agents and subcontractors shall fully comply with all applicable laws, regulations, guidelines and administrative decisions.

4.7 LIPOTYPE shall not be obliged to store the RESULTS or any other data regarding the SERVICES provided to the CLIENT for more than 12 months following delivery of the RESULTS.

5 Interactive Data Visualization and Analysis

5.1 Optional for the CLIENT, LIPOTYPE offers an internet-accessible Interactive Data
Visualization and Analysis named Lipotype Zoom (“INTERACTIVE DATA
VISUALIZATION AND ANALYSIS”), which may be used by the CLIENT free of charge
to view the RESULTS online in addition to the delivery of RESULTS via email. The
on a third party platform (shinyapps.io), which is accessible through internet
browser. Further information regarding the specifications of the INTERACTIVE
www.lipotype.com. The use of the INTERACTIVE DATA VISUALIZATION AND
ANALYSIS is subject to a registration with said third party platform, which requires
the acceptance of the general terms and conditions of the third party platform.
The terms and conditions are accessible for review on the third party platforms
website (currently: https://www.rstudio.com/about/shinyapps-terms-use/). The
LIPOTYPE is not responsible for the terms and conditions and/or services rendered
by aforementioned third party platform.

furthermore subject to a respective inquiry by the CLIENT during the order
procedure at LIPOTYPE and a subsequent AGREEMENT between the parties.
LIPOTYPE will upload the respective RESULTS to the third party platform hosting
platform to notify the CLIENT via email regarding the availability of the RESULTS
process which the third party platform requires to use the INTERACTIVE DATA
VISUALIZATION AND ANALYSIS. The CLIENT hereby allows and accepts the
transfer of the RESULTS to aforementioned third party platform as well as the
transfer of his email address to the third party platform for the purpose of
aforementioned notification. The use of the INTERACTIVE DATA VISUALIZATION
AND ANALYSIS is in each case restricted to the respective RESULTS provided by

stay online for a period of 6 months from the date it was first made available to
CLIENT (“UPTIME”). After aforementioned UPTIME, the INTERACTIVE DATA
VISUALIZATION AND ANALYSIS will be taken offline without further notice.
LIPOTYPE and CLIENT may agree on an extension of the UPTIME on a case-bycase basis. LIPOTYPE may, at its discretion, at any time decide to shut down the
be accessible anymore for the CLIENT. LIPOTYPE will notify the CLIENT 4 weeks
before such shut down takes place and such shut down shall not interfere with
the respective UPTIME.

5.4 Any and all intellectual property rights relating to the INTERACTIVE DATA
VISUALIZATION AND ANALYSIS shall remain with LIPOTYPE and CLIENT shall only be
the RESULTS. CLIENT shall especially not be allowed to download and/or

6 Intended Use of RESULTS

The RESULTS are intended for research, non-clinical, non-diagnostic purposes

7 Intellectual Property Rights

7.1 LIPOTYPE shall have and retain sole ownership in any intellectual property rights
including rights to and in any patents, know-how, technologies, methods and
processes used or developed in the execution of the agreed SERVICES for the
CLIENT, to the extent consisting of and/or being based on data, information or
documents that either (i) would allow LIPOTYPE to alter or enhance the shotgun
Lipidomics platform proprietary to LIPOTYPE or (ii) are raw lipid data (in particular
for use in anonymized form (either alone or aggregated with other data) to
enhance the Lipidomics platform or any data analysis and predictive modeling)
(“IP RIGHTS”). The AGREEMENT shall in no way be construed to grant CLIENT a
respective license to the IP RIGHTS unless explicitly agreed in writing between the

7.2 Lipotype shall be under no obligation to disclose, transfer, license or otherwise
make available pre-existing Lipotype technology, methods, know-how,
software, patents and other intellectual property rights, including, but not limited
to the Lipotype Shotgun Lipidomics technology (“Lipotype Background”),
irrespective of such Lipotype Background potentially or actually being required
or beneficial for use of the RESULTS.

7.3 LIPOTYPE shall use the sample materials provided by CLIENT only as necessary to
perform the SERVICES and will provide access to the sample materials only to
such personnel that is specifically designated to perform the SERVICES. LIPOTYPE
shall not use or evaluate such sample materials or any portions thereof for any
purpose other than as advised or directed by the CLIENT and as necessary to
perform the SERVICES.

7.4 All information, agents and other material provided to LIPOTYPE by CLIENT shall
be and remain the sole property of CLIENT and LIPOTYPE herewith assigns any
and all right, title to and interest in the RESULTS of the SERVICES provided for
CLIENT other than those covered by Sec. 7.1 above and regardless whether the
RESULTS are patentable or otherwise protectable or not (“CLIENT IP RIGHTS”).

7.5 Parties will render each other reasonable assistance to enable the other party to
apply for, register, maintain and defend IP RIGHTS/CLIENT IP RIGHTS in the
relevant official registers. In particular, either party will promptly upon request
provide any necessary declarations and actions, including of their employees
and/or agents, and refrain from any actions/declarations that could conflict with
such registration.

7.6 To the extent tangible RESULTS are protected by German copyright (in particular
the analysis reports) LIPOTYPE herewith grants to CLIENT the exclusive (subject to
Sec. 7.7 below), royalty-free, worldwide, perpetual, irrevocable, sub-licensable
and assignable right to use and exploit such RESULTS for every purpose provided
by copyright law. This also includes currently unknown uses. However, in case the
RESULTS shall be made available to CLIENT within the TOOL according to Section
5 above, LIPOTYPE shall retain the necessary rights to do so.

7.7 Notwithstanding Sec. 7.4 above, LIPOTYPE shall in any case retain the right to
use the RESULTS for internal research and development purposes, notably as
described in more detail above at Section 7.1.

8 Delivery / Delays

8.1 Any delivery date announced by LIPOTYPE prior and/or after to the conclusion
of an AGREEMENT shall be deemed an estimate only, unless such delivery date
has been agreed upon by parties in writing. In the event that LIPOTYPE’S
performance under the AGREEMENT is delayed as a result of any events not
imputable to LIPOTYPE, any delivery times / periods shall be extended for the
duration of such impediment. LIPOTYPE will inform CLIENT of the occurrence and
the expected duration of such an event without undue delay. Should the
performance of LIPOTYPE’S obligations under the AGREEMENT become
impossible or unreasonably burdensome due to such event, LIPOTYPE shall be
entitled to withdraw from the AGREEMENT. Any right of CLIENT to withdraw from
the AGREEMENT due to performance of SERVICES becoming impossible or
unreasonably burdensome (as per §§ 275 Sec. 1, 326 Sec. 5 German Civil Code
(BGB)) shall not be affected by any extension of the delivery period pursuant to
the provisions set forth herein.

8.2 All deadlines for the provision of SERVICES and/or the delivery of RESULTS shall be
extended by the number of days of Saturdays, Sundays and public holidays at
the place(s) where SERVICES are performed that fall within such deadlines, e.g.
“delivery two weeks” means “14 business days”. The delivery dates derived from
such deadlines shall be pushed back accordingly. LIPOTYPE shall be entitled to
partial deliveries, provided that such partial delivery can be reasonably used by
CLIENT as per the purpose of the AGREEMENT. Failure to deliver a part shall not
entitle CLIENT to rescind the AGREEMENT as a whole or to cancel the remaining
deliveries, unless (i) an additional grace period set by CLIENT in writing of at least
two weeks has expired without further delivery and (ii) provided that the missing
delivery cannot be obtained from another source and (iii) the partial delivery is
of no interest to CLIENT.

9 Remuneration

9.1 All remunerations and/or payments listed/contained/agreed upon in the
AGREEMENT shall be net plus applicable surcharges and/or any value added
tax (“VAT”). For the purpose of clarity, CLIENT shall pay VAT, if applicable, in
addition to the other payments due to LIPOTYPE under the AGREEMENT.

9.2 LIPOTYPE shall invoice the agreed remuneration plus VAT and possible
surcharges (if applicable) referencing the respective OFFER number by properly
completed and executed VAT invoices (or other valid and customary VAT
documentation) with respect to the relevant SERVICES that comply with all
requirements under applicable laws (including §§ 14, 14a of the German Value
Added Tax Code (Umsatzsteuergesetz)). LIPOTYPE shall further provide CLIENT
with any tax forms prior to the date of payment and other assistance, if so
requested by CLIENT, that may be reasonably necessary for CLIENT not to
withhold tax or to withhold tax at a reduced rate under an applicable bilateral
income tax treaty. CLIENT shall timely claim any tax credit, tax deduction or other
tax benefit that it is entitled to claim under applicable laws.

9.3 All invoiced amounts shall be due for payment within thirty (30) days after receipt
of a respective invoice. Notwithstanding any terms of payment agreed upon in
the AGREEMENT, LIPOTYPE may, at its sole discretion, request advance payment
prior to performance of any SERVICES.

9.4 All remunerations are in general payable to:

IBAN: DE11 8707 0024 0868 8616 00
BANK: Deutsche Bank

The payment options currently offered by the WEBSHOP are detailed within the
order process.

9.5 LIPOTYPE may charge late interest in the amount of 9 % above the statutory
interest rate (“Basiszinssatz”, § 247 BGB) in the case of a delayed payment.

10 Suspension and Termination of Services

10.1 LIPOTYPE shall be entitled to either suspend or terminate the provision of
SERVICES in the event of:
a) failure of CLIENT to comply with its obligations set forth in these terms and
conditions and/or the OFFER where such failure is not remedied within 10
days after a respective notice from LIPOTYPE, or where such failure cannot
be remedied, or
b) failure of CLIENT to make payments when due, including but not limited to
non-payment due to an arrangement with creditors, bankruptcy,
insolvency, receivership or cessation of business by CLIENT, or.
c) technical problems which could not be predicted in advance and which
prevent or materially impede LIPOTYPE from performing the SERVICES.
10.2 Notwithstanding the provisions set forth in Section 12.2, claims for damages
incurred due to a suspension or termination of SERVICES according to Sec. 10.1
above shall be excluded.

11 Warranty

11.1 LIPOTYPE warrants that the SERVICES provided conform to the industry standard
of professional care. Due to CLIENT being solely responsible for the samples being
free from third party rights, LIPOTYPE accepts no warranty or responsibility as to
the RESULTS or their use infringing upon third parties’ rights. However, LIPOTYPE will
immediately inform CLIENT, if it becomes aware of any encumbrance, which
may affect the intended use of the RESULTS.

11.2 LIPOTYPE assumes no warranty or liability for any particular outcome or RESULTS
of the SERVICES or for the SERVICES’ or RESULTS’ fitness to serve any particular

11.3 In the event that the SERVICES provided do objectively not meet the agreed
quality or specifications, LIPOTYPE will, upon a respective written request from
CLIENT, at CLIENT’s option, either (a) re-perform at its sole expense, the respective
SERVICES which did not meet the agreed quality or specifications, or (b) refund
to CLIENT all amounts paid in connection with the objected SERVICES.

11.4 CLIENT will inspect and evaluate the RESULTS immediately upon delivery by
LIPOTYPE and, if deviations from and non-compliance with the agreed SERVICES
become apparent, inform LIPOTYPE thereof in text form without undue delay – at
the latest thirty (30) days after delivery. Otherwise, the SERVICES and RESULTS shall
be deemed to be in conformity with the provisions of the AGREEMENT, unless
such deviation and/or non-compliance was not recognizable during inspection.
If such deviation and/or non-compliance becomes apparent later, CLIENT must
notify LIPOTYPE hereof in text form without undue delay, at the latest thirty (30)
days after discovery. Otherwise the SERVICES and RESULTS shall be deemed
approved with regard to this deviation and/or non-compliance, too.

12 Liability

12.1 LIPOTYPE shall not be liable for any delay or failure in providing the SERVICES
which are imputable to or due, in whole or in part, to the failure of CLIENT and/or
third parties deployed by CLIENT with CLIENT’s obligations under the AGREEMENT
or due to instructions and/or specifications provided by CLIENT or third parties
acting on behalf of CLIENT. Any dates or time periods relevant to the
performance of LIPOTYPE shall be equitably extended to account for any delays
caused by CLIENT, its employees and/or third parties deployed by CLIENT and all
additional costs shall be borne by CLIENT.

12.2 LIPOTYPE’s liability shall be limited to cases of gross negligence or wilful
misconduct. With regard to slight negligence, LIPOTYPE shall only be liable in
case of a breach of a material obligation – the fulfilment of which is essential for
the proper performance of the AGREEMENT and the proper performance of
which the other party may regularly rely on – under the AGREEMENT and limited
to the typical and foreseeable damage. Nothing in the AGREEMENT shall
exclude LIPOTYPE’s liability for death and/or personal injury or LIPOTYPE’s liability
pursuant to the German Product Liability Act or the GDPR. This limitation of liability
shall apply respectively to LIPOTYPE’s directors, employees, agents and subcontractors.

12.3 CLIENT’s claims for damages shall be time-barred one (1) year following CLIENT’s
knowledge of the damaging incident. Sec. 202 Abs.1 BGB shall remain

12.4 LIPOTYPE shall not be liable for any damages incurred through the use of the
RESULTS for any other purpose than described in Section 6.

12.5 CLIENT shall indemnify, defend, and hold harmless LIPOTYPE, its affiliates,
distributors, and the directors, officers, employees and agents of each such
entity (“INDEMNIFIED PERSONS “) from and against all claims, liabilities, losses,
expenses (including without limitation reasonable attorneys’ fees and other legal
costs and expenses) or damages incurred by the INDEMNIFIED PERSONS which
result directly or indirectly from (i) the use of the RESULTS for purposes not expressly
authorised in writing by LIPOTYPE; (ii) a breach of CLIENT’s obligations and/or
warranties set forth in the AGREEMENT and these terms and conditions; (iii) the
use or making available of the RESULTS in a manner that infringes or is claimed to
infringe the Intellectual Property rights of any third party.

12.6 The CLIENT undertakes to comply with all tax and customs obligations arising to
him in connection with the execution of this Agreement, regardless of jurisdiction.
This concerns in particular to obligations resulting from the so-called reverse
charge procedure (according to Art. 199c RL 2006/112/EG) for companies with
their registered office, place of business or other sales tax connection point within
the EU. In the event that the CLIENT violates the aforementioned obligations and
claims are therefore made against LIPOTYPE, the CLIENT undertakes, at
LIPOTYPE’s choice, to indemnify LIPOTYPE in the amount of the claim asserted
(including any penalty payments) or to remedy the damage itself (i.e. to avert
the claim against LIPOTYPE).

13 Confidentiality/Ownership

13.1 For the term of the AGREEMENT and a period of three (3) years thereafter, either
party shall keep confidential and shall not disclose any CONFIDENTIAL
INFORMATION to any third party other than its employees and/or agents with a
need to know. For the avoidance of doubt, the receiving party must not use any
CONFIDENTIAL INFORMATION for the generation of any kind of intellectual

13.2 “CONFIDENTIAL INFORMATION” shall include all non-public information that the
disclosing party must reasonably consider confidential, whether or not labelled
as such, including, but not limited to, the information vested in the sample
materials provided by CLIENT, the parties’ know-how and any personal data.
However, the term “CONFIDENTIAL INFORMATION” does not include information
that (a) is publicly known or known to the receiving party at the effective date
of the AGREEMENT or (b) later becomes publicly known under circumstances
involving no breach of this confidentiality obligation, (c) is lawfully and in good
faith disclosed to the receiving party by a third party without an obligation of
confidentiality, or (d) is independently developed by the receiving party without
any reference to CONFIDENTIAL INFORMATION as evidenced by its written

13.3 Statutory obligations to disclose CONFIDENTIAL INFORMATION shall remain

13.4 LIPOTYPE shall be allowed to disclose general non-confidential information
about the AGREEMENT and the SERVICES provided for marketing purposes.

13.5 LIPOTYPE shall be allowed to use the name and the logo of the CLIENT for
LIPOTYPE’S own marketing purposes and shall be allowed to publish a customer
reference. The customer reference will be provided for review to the CLIENT.
The CLIENT shall review and approve the draft of the customer reference within
thirty (30) days of its receipt by the CLIENT. The consent should not to be
unreasonably withheld or delayed. In case CLIENT does not reply to LIPOTYPE
within such thirty (30) days this shall be deemed as consent by the CLIENT.

14 Miscellaneous

14.1 No modification of the AGREEMENT shall be binding upon the parties unless
made in writing. This shall also apply to any waiver of this written form

14.2 Should any of the provisions in the AGREEMENT be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions. The
invalid provision shall be replaced by a valid one that comes economically
closest to the invalid regulation. Same shall apply in case the AGREEMENT
contains an omission.

14.3 CLIENT may only assign any claims against LIPOTYPE to third parties with the prior
written consent of LIPOTYPE. § 354a Sec. 1 of the German Commercial Code
(HGB) shall remain unaffected.

14.4 CLIENT may only set off undisputed claims and claims asserted in unappealable
judgment against LIPOTYPE’s claims. The same applies in case CLIENT intends to
avail itself of a right of retention.

14.5 These Conditions and any AGREEMENT shall be exclusively governed by and
construed in accordance with the laws of Germany, excluding the rules on
conflict of laws and the rules of the UN Convention on Contracts for the
International Sale of Goods (CISG). The Court of Dresden shall have exclusive
jurisdiction for any claim hereunder and any individual AGREEMENT.

© Lipotype GmbH, last revised, August 2019

Lipotype GmbH
Tatzberg 47
01307 Dresden
Tel.: +49 351 796 5345
Email: info@lipotype.com