Terms and condition of supply
Art. 1 – Subject of the Contract
1.1 Under this contract, Moovet DXC S.r.l. (hereinafter, “Moovet” or the “Laboratory”) undertakes to provide the Client with:
– molecular and laboratory analysis services on biological samples of animal, food or biomedical origin, including tests for preventive, screening, clinical or management-support purposes;
– research and development services, including method validation, technical studies, collection and processing of scientific data;
– ancillary services such as technical-scientific consulting, interpretation of results, regulatory support, logistics, sample storage, training activities, as well as the supply of products and/or kits.
1.2 These General Supply Conditions (“GSC”) govern all contractual relationships between Moovet and the Client, unless the parties have entered into specific written agreements that prevail over the GSC.
1.3 The submission of an order, or in any case the delivery of samples to the Laboratory, constitutes full and unconditional acceptance of these GSC.
Art. 2 – Offers, Orders and Conclusion of the Contract
2.1 Quotations and offers issued by Moovet are valid for a limited period (typically 30 calendar days), unless otherwise stated in writing.
2.2 The contract shall be deemed concluded when Moovet issues written confirmation of the order received, including via e-mail or electronic systems.
2.3 Any condition included by the Client in orders, documents or communications that conflicts with these GSC shall be deemed null and void unless expressly accepted in writing by Moovet.
Art. 3 – Client Obligations and Sample Suitability
3.1 The Client undertakes to provide samples that comply with the requirements indicated by Moovet in operating instructions, technical sheets and sampling protocols.
3.2 The Client guarantees that the samples sent are not contaminated by biological agents or hazardous substances, or that, if they are, such condition is declared in advance in writing to Moovet.
3.3 In the event of unsuitable or non-compliant samples, Moovet may refuse analysis, return the samples to the Client, or request their replacement, charging the related costs.
3.4 Any liability arising from the non-compliance of samples shall remain entirely with the Client.
Art. 4 – Provision of Services
4.1 Moovet shall perform the services with the diligence required by the professional nature of its activity, in compliance with industry standards and methods recognized at national and international level.
4.2 Delivery times for results are indicative unless Moovet has expressly guaranteed them in writing as binding.
4.3 Delays due to force majeure, material unavailability, strikes, natural events, breakdowns or technical malfunctions not attributable to Moovet shall not constitute breach of contract.
Art. 5 – Results and Reporting
5.1 Analysis results shall be provided in the agreed format (electronic report, hard copy or portal access).
5.2 Results shall be considered delivered upon sending to the Client or making them available through the agreed channels.
5.3 Any claims must be submitted in writing within ten (10) days from the delivery of the results; otherwise, the results shall be deemed definitively accepted.
5.4 Moovet may retain residual samples for a reasonable period for counter-analysis or legal purposes; after such period, they will be disposed of by the Laboratory without the need for further notice.
Art. 6 – Prices, Invoicing and Payments
6.1 Fees are those indicated in the offer, order or price list in force at the time of acceptance. All prices are exclusive of VAT and any applicable taxes.
6.2 Unless otherwise agreed in writing, payments shall be made within thirty (30) days from the invoice date, by bank transfer, SEPA SDD direct debit, or electronic RIBA (Bank Receipt) upon collection.
6.3 Activation of the RIBA payment method is subject to Moovet’s approval, which reserves the right to revoke it in case of unpaid invoices or repeated payment delays.
6.4 In case of delayed payments, default interest shall apply as provided under Legislative Decree 231/2002 and subsequent amendments. Moovet may also suspend ongoing supplies until full payment is made.
6.5 The Client may not suspend or delay payments nor exercise set-off unless expressly authorized in writing by Moovet.
Art. 7 – Warranties and Limitation of Liability
7.1 Moovet guarantees that the services comply with the declared methods and standards.
7.2 Except in cases of wilful misconduct or gross negligence, Moovet’s total liability towards the Client shall not exceed the amount paid by the Client for the disputed service.
7.3 Under no circumstances shall Moovet be liable for indirect or consequential damages, loss of profit, loss of data, reputational damage or business interruption.
7.4 Moovet shall not be liable for any damage or misuse resulting from the Client’s use of the results outside the declared diagnostic and/or research purposes.
Art. 8 – Confidentiality and Data Processing
8.1 Moovet undertakes to treat all data and information received with the utmost confidentiality, except where required by law or requested by competent authorities.
8.2 Personal data shall be processed in accordance with EU Regulation 679/2016 (GDPR) and applicable national legislation.
8.3 Analysis results and experimental data are intended exclusively for the Client and may not be disclosed to third parties without written authorization, except where required by law.
Art. 9 – Intellectual Property and Use of Results
9.1 Methodologies, procedures, protocols, software, know-how and any intellectual property right developed or used by Moovet remain its exclusive property.
9.2 The results and reports produced by Moovet are intended for the Client’s exclusive use and do not grant any license or transfer of intellectual property rights, unless otherwise agreed in writing.
9.3 The supply of research products and/or kits by Moovet does not grant licenses or usage rights other than those strictly necessary to perform the declared research activity.
Art. 9-bis – Protection of Trademarks and Proprietary Technologies
9-bis.1 The trademarks TrueWelfare™, Moovet DXC™ and VetVisionDXC™, together with the related analytical protocols, methodologies and scientific models, are the exclusive intellectual property of Moovet DXC S.r.l. and have been filed for registration.
9-bis.2 Use of such trademarks and protocols by the Client is permitted only within the scope of the activities agreed with Moovet DXC and does not entail any license or usage right.
9-bis.3 Any reproduction, disclosure or use of the names or results associated with the above trademarks without written agreement from Moovet DXC S.r.l. is prohibited.
9-bis.4 Any improper use will be prosecuted in accordance with applicable industrial property and copyright laws.
Art. 10 – Use and Limitations of Moovet DXC™ Results
The results provided by Moovet DXC S.r.l. refer exclusively to the analyzed sample and represent technical information based on internal molecular methods. Such information is intended as support and must be integrated with professional assessments and other elements available in the relevant context.
For the VetVision DXC™ analysis line, interpretation of results and any clinical decision remain the exclusive responsibility of the veterinarian.
For TrueWelfare™, the indices and values provided have informational and management purposes supporting potential ESG pathways, and do not replace official controls or regulatory classifications of production chains.
Moovet DXC S.r.l. shall not be liable for uses of the results outside the intended purposes, nor for decisions taken by the Client based on the information provided.
Art. 11 – Duration, Withdrawal and Termination
11.1 The contract is extinguished upon full completion of the agreed services.
11.2 Each party may withdraw from the contract with at least thirty (30) days’ written notice, without prejudice to Moovet’s right to receive payment for services already performed and costs incurred.
11.3 Moovet may terminate the contract pursuant to Art. 1456 of the Italian Civil Code by written notice in the event of the Client’s serious breach, including non-payment within the agreed terms.
Art. 12 – Force Majeure
12.1 Moovet shall not be liable for delays or failures caused by force majeure, including but not limited to natural events, fires, pandemics, wars, governmental measures, interruption of energy supplies, strikes, or breakdowns not attributable to Moovet.
12.2 In such cases, performance timelines shall be automatically extended by a period equal to the duration of the force majeure event.
Art. 13 – Governing Law and Jurisdiction
13.1 These GSC are governed by Italian law.
13.2 Any dispute arising from the interpretation, performance or validity of these GSC shall fall under the exclusive jurisdiction of the Court of Milan, without prejudice to mandatory statutory provisions.
Art. 14 – Acceptance of Conditions
14.1 These General Supply Conditions are deemed read and fully accepted by the Client upon signing the contract, submitting the order, delivering samples to the Laboratory or registering on the Moovet client portal.
14.2 Submission of the order or sample constitutes implicit and irrevocable acceptance of the GSC, even in the absence of specific signature.
14.3 The GSC are available on the official Moovet website (www.moovet.eu/terms-and-conditions) and in hard copy upon request.
14.4 Any differing conditions proposed by the Client shall have no effect unless expressly accepted in writing by Moovet.