General Business Terms and Conditions

General Business Terms and Conditions for Participation in Proficiency Tests and Digital Readout Tests of Quality in Pathology QuIP GmbH

Preamble and contact

Quality in Pathology (QuIP®) is a joint undertaking of the German Society of Pathology (DGP) and the Federal Association of German Pathologists (BDP). It organizes Proficiency Tests and Digital Readout Tests in the field of diagnostic immunohistochemistry and molecular pathology.

The Proficiency Tests and Digital Readout Tests are aimed first and foremost at outpatient care facilities (established pathologies/practices), residential health care facilities (hospitals, clinics) run by a pathology/neuropathology specialist and medical specialists. A decision will be made on the authorization of other participants (e.g. companies) in an individual case.

Contact
Quality in Pathology QuIP GmbH
Reinhardtstraße 1
Ecke Friedrichstraße 132
10117 Berlin

Email: office@quip.eu
Phone: +49 30 9210717-0
VAT ID No.: DE306143122

Entered at the Charlottenburg District Court under the registration number: HRB 175419 B. Quality in Pathology QuIP GmbH is represented by the managing director Thomas Pilz.

I General information, scope

1. The following General Business Terms and Conditions (German abbreviation: "AGB") shall apply to all contracts ("Contract"), which Quality in Pathology QuIP GmbH ("We") concludes with other persons ("Participants") regarding the participation in Proficiency Tests and Digital Readout Tests by using the website www.qualityinpathology.com. The General Business Terms and Conditions shall only apply to Participants, who are not consumers (Section 13 German Civil Code [Bürgerliches Gesetzbuch - BGB]).

2. The General Business Terms and Conditions shall apply exclusively. General Business Terms and Conditions of the Participant shall not apply either if reference is explicitly made hereto within the scope of the conclusion of the Contract.

3. Legally relevant declarations and reports, which are to be submitted by the Participant towards us after conclusion of the Contract (e.g. setting of deadlines, dunning notices, declaration of rescission), shall require a text form in order to be valid (in particular fax or email).

II Conclusion of Contract

1. The presentation of our services on the website shall not yet include any binding contractual offer. The offer for the conclusion of a Contract shall rather be initiated by the Participant by clicking the registration button ("Binding Registration") after registration (cf. Section III) and completion of the registration page for a specific Proficiency Test or Digital Readout Test. Prior to this, the registration can be changed, or the registration process can be cancelled at any time.

2. We are entitled to accept the registration of the Participant either by a declaration of acceptance or by sending the specimens (in the case of Proficiency Tests) or by activating access to the Digital Readout Test (in the case of Digital Readout Tests). The relevant data (sending of specimens  for Proficiency Tests and activation of the access to the Digital Readout Tests) can be derived from the respective test program published on our website.

3. After sending the registration the Participant will receive a confirmation by an automated email of receipt of the registration by us (confirmation of registration), which however does not yet represent an acceptance of a Contract. We shall declare the acceptance of a Contract pursuant to Paragraph (2).

4. The Contract shall be concluded in that language, which the Participant selects on our website for the sending of the registration form (German or English). The Contract text will be stored by us. Via links on our website the General Business Terms and Conditions can be called up during the registration, stored by the Participant and/or printed out.

III Registration on our website; user account

1. The registration for a Proficiency Test or Digital Readout Tests via our website and the use of the services offered by us through our website presumes the successful registration of the Participant on our website ("Registration").

2. In the Registration the Participant has to enter all data marked as necessary truthfully and in full. The Participant will inform us of any changes with regard to the details provided in the Registration without delay and without request by personally updating the corresponding details in the user account.

3. The Participant is obliged to maintain secrecy regarding his registration data for the user account and to store these so that third parties have no access hereto. The Participant shall moreover ensure that his access to his user account and the use of the functions and services made available on this shall be exclusively carried out by him personally respectively persons authorized by him.

4. The Participant is fully responsible for each use and/or other activity relating to his user account, which is carried out by using his registration data. The Participant is liable for damages caused by unauthorized third parties, unless the Participant is not at fault.

IV Execution of Proficiency Tests or Digital Readout Tests; assistance obligations of the Participant/deadlines

1a. The conducting of the Proficiency Tests includes:

  • Dispatch of specimens (test sets) to the Participant by us;
  • Expert appraisal of the specimens by the Participant in his own laboratory;
  • Return of the stained slides on which the expert appraisal results are based to us (for documentation and evaluation purposes) at the address: Qualitätssicherungs-Initiative Pathologie QuIP GmbH, Reinhardtstraße 1, 10117 Berlin. Please use the original packaging for return;
  • Entry of the expert appraisal results on our website by the Participant in his user account;
  • Analysis by us of the expert appraisal results of the Participant entered on the website; and
  • Issuance of a certificate (after successful participation) or a certificate of participation by us to the participant, which the Participant can access and download on our website in the user account.

1b. The execution of the Digital Readout Test includes:

  • Provision of the specimens to be evaluated on our website and activation of the Participant's access to the Digital Readout Test;
  • Expert appraisal of the specimens by the Participant on the website within a specified time window;
  • Entry of the expert appraisal results by the Participant on our website in his user account);
  • Analysis by us of the expert appraisal results of the Participant entered on the website; and
  • issuance of a certificate (after successful participation) or a confirmation of participation by us to the Participant, which the Participant can access and download on our website in the user account.

2. We are entitled to use third parties to provide our services under the Contract. However, the use of third parties does not release us from the fulfillment of our contractual obligations to the Participant.

3. The proper performance of the Proficiency Tests or Digital Readout Tests requires the cooperation of the Participant, in particular by timely (i) expert appraisal of the specimens, (ii) if necessary, return of the specimens to us (in case of Proficiency Tests) and (iii) entry of the expert appraisal results on our website. The relevant deadlines are listed in the respective test program, which the Participant can view on our website at any time. If the Participant does not fulfill his obligations to cooperate or does not do so in due time, there is no claim to the analysis of the expert appraisal results of the Participant by us and/or the issuance of a certificate or a certificate of participation.

V Shipment of the specimens in case of Proficiency Tests; use/treatment of the specimens by the Participant

1. Insofar as not otherwise determined below We will send the specimens in case of Proficiency Tests within Germany at our costs respectively at the date stated in the registration process and in the respective test program.

The following flat rate shipping costs will be incurred for the shipment overseas in addition to the costs of the Proficiency Test:

Other EU countries: EUR 30.00
European non-EU states (among others Switzerland): EUR 40.00
World: After individual coordination.

We are entitled to determine the type of shipment (in particular transport company, dispatch route, packaging) ourselves. In case of deliveries overseas the test sets will be sent as a rule with the logistics company Intertrex.

The risk for loss of or damage to the specimens shall pass to the Participant as soon as We have delivered the specimens to the carrier, the freight forwarder or the person or institution otherwise determined for execution of the shipment, unless We have culpably breached our duties of care with the determination of the type of shipment. This shall in particular also apply with the shipment of specimens to countries outside of the Federal Republic of Germany.

2. In case the specimens are damaged or lost before the passing of risk according to Paragraph (1) the Participant has a claim for subsequent performance according to the statutory regulations (in particular subsequent improvement/remedy of defects or subsequent delivery at our choice). The Participant has to assert the claim for subsequent performance without delay in order to ensure that the Proficiency Test can be carried out within the deadlines determined for the Proficiency Test despite the damage respectively the loss of the original specimen.

3. The specimens will be returned by the Participant to us at the risk and costs of the Participant.

4. The Participant may only use the specimens for the participation in the/execution of the Proficiency Test by correspondingly qualified personnel. He has to treat the specimens as patient specimens at all times. The Participant shall be solely liable for possible damages in case of infringements of these stipulations liable.

VI Return of the stained slides in case of Proficiency Tests

1. Participants of IHC/ISH Proficiency Tests will return the stained cuts to us after completion of the Proficiency Test in the original packaging, i.e., in the blue slide box/QuIP tube with the set number.

2. Participants of molecular pathology Proficiency Tests return the hematoxylin-eosin cuts (if available) to us in the original package.

3. The deadlines for return can be seen from the respective Proficiency Test instructions.

VII Changes relating to Proficiency Tests respectively Digital Readout Tests after conclusion of Contract

1. We reserve the right to change Proficiency Tests and Digital Readout Tests before the start of the execution insofar as the changes are deemed reasonable by taking the interests of the registered Participants into consideration. A change can in particular be taken into consideration insofar as it is necessary, because the circumstances on which the Proficiency Test respectively Digital Readout Tests are based change. The change to the Proficiency Test or Digital Readout Tests may also consist of its postponement or cancellation. A cancellation can in particular be carried out if the number of Participants required for the Proficiency Tests or Digital Readout Tests is not achieved by the close of registration.

2. We will inform the Participant of changes, in particular postponements or cancellations of Proficiency Tests or Digital Readout Tests, without delay under the data deposited in his user account on our website (in particular email address) and in case of a cancellation, as far as possible, propose alternative dates. In the event of a cancellation We will reimburse the Participant without delay any already paid participation fees for the canceled test . If the account data of the Participant are not available to us, We will contact the Participant without delay for the purpose of reimbursement.

VIII Prices and terms of payment

1. The respective current prices at the time of the registration shall apply; these will be stated in the registration process for the respective Proficiency Tests or

Digital Readout Tests and can additionally be seen from the respective current test program. All prices are deemed plus the applicable rate of value added tax if not explicitly stated otherwise. In case of Participants of the Proficiency Test outside the Eurozone We shall additionally charge a flat rate of EUR 10.00 for our administrative work.

2. The payment shall be due with the registration and shall be made by transfer into the account stated in the invoice within 14 days after the registration. The invoice can be downloaded directly after the respective registration on our website in the user account of the Participant.

IX Liability

1. Insofar as not otherwise derived from these General Business Terms and Conditions including the following provisions, We shall be liable in case of a breach of contractual and non-contractual obligations according to the statutory regulations.

2. We shall be liable for damages – no matter for what legal grounds – within the scope of the liability for fault in case of willful intent and gross negligence. In case of simple negligence, We shall be liable subject to a milder liability benchmark according to statutory regulations (e.g. for care in own matters) only

i. for damages from injury to life, the body or the health,

ii. for damages from a significant breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper implementation of the Contract at all and on the compliance with which the contractual partner relies and may rely on as a rule); in this case our liability is however limited to compensation of the foreseeable, typically suffered damages.

3. The liability limitations ensuing from Paragraph (2) shall also apply in case of breaches of obligations by or for the benefit of persons, for which We are responsible for the fault according to statutory regulations. They shall not apply insofar as our liability may not be limited for legal grounds, e.g. in case of malicious non-disclosure of defects or claims according to the German Product Liability Act [Produkthaftungsgesetz].

4. Insofar as our website refers to other websites through links, We shall not assume any liability or responsibility for the content of these sites. Such references shall be solely carried out for non-binding information or advertising purposes.

5. The data communication via the internet according to the current status of technology cannot be guaranteed fault-free and/or that it is available at all times. We shall insofar not be liable for the constant and uninterrupted availability of our website. In the event of an interference to the availability of our website, which lies in our scope of responsibility, and which does not only insignificantly impair the proper execution of a Proficiency Test or Digital Readout Tests We will offer the Participant without request an adequate possibility to catch up.

X Compliance; data protection

1. We will provide all services according to the Contract in compliance with the respectively applicable legal regulations.

2. We process personal data relating to the Participant for the proper processing of the Contract and for own purposes. For this purpose, We also use automatic data processing systems. With the data processing We fulfill all applicable requirements under data protection law.

XI Intellectual property; use of the expert appraisal results and returned specimens by us

1. We reserve all rights to all expert’s opinions, test results, calculations and other documents respectively work results, including in an electronic form and including drafts, transmitted to the Participant over the course of the implementation of the Contract. In particular, the Participant shall not be granted any rights of use hereto whatsoever. The Participant may exclusively use certificates and certificates of participation issued by us for the purpose presumed as per Contract, however only in full and also otherwise only in an unchanged form.

2. We are entitled to further utilize the expert appraisal results of Proficiency Tests and Digital Readout Tests sent by the Participant in an aggregated and anonymized form and reserve all rights to the returned specimens.

3. The reports and results of Proficiency Tests and Digital Readout Tests are exclusively to be used by Participants for internal purposes, in particular for internal quality assurance. The forwarding to third parties without our prior consent in a text form is not permitted.

XII Forwarding respectively publication of Participant data

1. If We offer Digital Readout Tests free of charge or at no cost (charging a small registration fee), We can only make this possible with the support of industry sponsors. After conducting such industry-supported Digital Readout Test We may transmit the Participant data (name, institute/practice, city and country) to the respective industrial sponsor, insofar as this partner has requested/requests the data from us for Compliance purposes.

2. We shall publish the institute respectively practice data of the Participants on our website under the section Institutes with Successful Participation. The Participant can object to a publication of his data on our website at any time by a declaration in a text form.

XIII Choice of law; place of jurisdiction

1. The law of the Federal Republic of Germany under the exclusion of international standard law, in particular the UN Convention on Contracts for the International Sale of Goods shall apply to these General Business Terms and Conditions and the contractual relationship between us and the Participant. The choice of law shall also apply to non-contractual obligations, which are closely associated with the Contract. Incidentally, the scope and range of the choice of law shall be determined according to the statutory regulations.

2. The exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship is Berlin, Germany. We are however entitled to file action at the place of performance or at the general place of jurisdiction of the Participant.

Status: April 2022