General Terms and Conditions of DiHeSys

 

Status 01.01.2019

 

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§ 1

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scope

 

1. These general terms and conditions (hereinafter referred to as "GTC") apply to all offers, deliveries, development, consulting and other services of Digital Health Systems, Vogelbergstr. 22, 89079 Einsingen (i. F. "DiHeSys"). The General Terms and Conditions are part of all contracts that DiHeSys concludes with its contractual partner (i.e. “customer”) for the deliveries, development, consulting and other services it offers. They also apply to future deliveries, development, consulting and other service providers, even if this is not expressly agreed again.

2. Conflicting terms and conditions of the client, regardless of the designation, e.g. B. General terms and conditions, sales, delivery or development conditions do not apply, even if DiHeSys does not explicitly contradict them in advance. This also applies if DiHeSys refers to an offer or letter from the customer that contains these conditions. Reference does not constitute consent to these Terms.

 

 

 

§ 2

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Offer, placing of order, order confirmation, conclusion of contract

 

1. DiHeSys offers are non-binding.

2. Offers by the client are only valid if DiHeSys has expressly confirmed the order. DiHeSys can accept orders from the customer within 14 days of receipt. They only become binding with the written order confirmation.

3. Declarations aimed at the conclusion, amendment or termination of contracts must be made in writing to be effective.

 

 

§ 3

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Scope of services and provision of services

 

1. The task, procedure and type of work documents to be delivered or other services to be provided are specified in the order confirmation by DiHeSys, unless the contractual partners agree otherwise in writing.

2. The occurrence of a success, in particular of an economic or scientific nature, is not owed unless this is expressly agreed.

3. The provision of services by DiHeSys is measured according to the contractually agreed development, test and production goals. The risk of suitability and use of the services is borne solely by the client. A special purpose of use or special suitability requirements with regard to the contractual service require an express agreement.

4. DiHeSys is entitled to make partial deliveries and invoices unless otherwise agreed.

 

 

§ 4

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Performance deadlines and dates

 

1. Performance deadlines and dates are generally only guidelines, unless they have been expressly agreed as binding.

2. Changes to the task or additional services extend the execution period or the delivery date plus a reasonable time allowance. The same applies to delays for which the client is responsible or other hindrances originating from the sphere of the client.

3. Insofar as the performance of the service is dependent on advance services or supplies from third parties, the service deadlines and dates are subject to timely delivery to ourselves. DiHeSys is also not liable for impossibility or delays insofar as these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded, in particular labor disputes, war, terrorist attacks or others for which DiHeSys is not responsible. If the delivery of the service becomes unreasonable for DiHeSys due to such events, DiHeSys can withdraw from the contract.

4. DiHeSys will inform the customer immediately of any delays or hindrances, stating the reasons and the expected duration of the delay.

5. In the event of non-compliance with binding performance deadlines and dates, the customer is only entitled to compensation instead of performance and/or a right of withdrawal if DiHeSys is in default and the customer has set a reasonable deadline for performance, which - insofar deviating from §§ 281, 323 BGB - is connected with the declaration that he refuses to accept the service after the expiry of the period; after the expiry of the period, the claim for fulfillment is excluded. The provisions in §§ 6 to 8 apply to all possible claims of the customer for damages or reimbursement of expenses.

 

 

§ 5

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Remuneration, ancillary costs, due dates

 

1. The remuneration is based on the contractual agreements.

2. Incidental additional costs, such as travel expenses, expenses, expert costs, audits, fees and charges, license fees, expenses for plans, copies, drawings, postage and shipping costs are to be reimbursed to us on proof, unless otherwise agreed.

3. The invoice is due for payment immediately after receipt, unless a payment term has been contractually agreed.

4. In the event of default of payment, the client owes interest on arrears at a rate of eight percentage points above the respective base interest rate. Further claims remain unaffected.

5. DiHeSys is entitled to withhold deliveries while the customer is in default of payment.

6. The client is only permitted to offset against a claim by DiHeSys with undisputed or legally established counterclaims of the client.

7. DiHeSys is entitled to make (partial) deliveries dependent on an advance payment or the provision of a security if circumstances become known after the order confirmation which appear to jeopardize the customer's ability to pay.

 

 

§ 6

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warranty

 

1. When providing research and development services and/or other services, DiHeSys observes the state of the art in science and technology.

2. DiHeSys does not guarantee that the results can be used scientifically or that the results are sufficient for drug approval.

3. Warranty claims of the client expire after 12 months after the risk of accidental loss has passed.

4. Warranty claims of the customer are excluded if the customer is at fault, in particular

• documents such as B. Recipes, specifications, manufacturing instructions, test instructions of the client were ambiguous, incomplete or incorrect or proved to be unfeasible;

• Raw materials are to be used at the request of the client and product defects are due to their unsuitability or insufficient quality.

 

 

§ 7

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Limitation of Liability

 

1. DiHeSys's liability is limited to intent and gross negligence on the part of its legal representatives or vicarious agents. This does not apply to culpable violation of essential contractual obligations; in this case, DiHeSys is only liable – except in the case of intent or gross negligence on the part of its legal representatives or vicarious agents – for foreseeable damage typical of the contract, whereby any liability for loss of production and loss of profit is excluded.

2. In the event of default, DiHeSys's liability for damage caused by delay is limited to ten percent of the H. of the total order value. Furthermore, any liability on the part of DiHeSys for indirect consequential damage and pure financial loss, in particular for loss of production and loss of profit, is excluded.

3. The limitations of liability also do not apply to injury to life, limb or health. In addition, liability for fraudulently concealed defects and the Product Liability Act remain unaffected.  

 

 

§ 8th

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release from liability

 

1. The client alone is responsible for the client's products. This applies even if, within the framework of the contract between the customer and DiHeSys, work results have been incorporated into the development and manufacture of these products and these products are used on humans or animals. The customer hereby expressly releases DiHeSys from any liability towards third parties due to product defects, in particular any product liability.

2. The customer declares that he has sufficient insurance cover, in particular

• Drug Liability Insurance

• Subject Liability Insurance

• Other liability insurance relevant to the subject matter of the contract.

 

 

§ 9

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Rights to work products and inventions

 

1. The customer is entitled to the rights to work products. Work products within the meaning of these GTC are in particular analysis certificates, reports, expert opinions and other documents that the client receives as part of the order.

2. The technological know-how that is used or acquired during an order remains the property of DiHeSys. If this know-how is part of the order, the customer receives a limited right of use in accordance with the order. DiHeSys reserves the right to use its own know-how without restriction for other clients or publications.

3. Inventions that are made by employees of DiHeSys during an order are the exclusive property of DiHeSys. It alone decides whether and to what extent property rights are registered.

 

 

§ 10

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confidentiality and copyright protection

 

1. All information and documents made available by DiHeSys, in particular recipes, inspection documents, samples etc. remain the property of DiHeSys and are to be treated confidentially by the customer.

2. The confidentiality obligation does not apply to information and documents that are publicly known or state of the art.

3. The obligation of confidentiality also applies after termination of the contract.

 

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§ 11

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data collection

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1. Customer data (in particular company, business address, family and first names, company representatives, telephone numbers and e-mail addresses) are stored to maintain the business relationship and processing.

2. The purpose of storing this data is to set up and maintain a customer database, document customer relationships and support mailings.

3. The customer is entitled to prohibit mailings at any time.

 

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§ 12

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Archiving (Non-GMP)

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DiHeSys will store all project or contract-related data for up to 5 years free of charge, starting with the date of the 1st draft report. After this period has expired and unless the customer has given instructions to the contrary, DiHeSys will delete and destroy the data archive. Verifiable costs for this destruction will be charged to the customer.

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1. The customer can extend the archiving at will by paying the archiving fees in advance. The extension requires a written request to DiHeSys 3 months before the end of the 5 year period.

 

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§ 13

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Final Provisions

 

1. The law of the Federal Republic of Germany, as it would apply to domestic parties, applies exclusively to all contractual and non-contractual relationships between the contracting parties.

2. Location of execution and court is Munich.

3. Should a provision of these GTC or the contract with the customer be or become invalid, the remaining provisions shall remain effective. Instead of the invalid provision, that which comes as close as possible to the intended economic goal shall apply. This applies accordingly to loopholes.

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