General terms and conditions for services of the company Fibrothelium GmbH

§ 1 Scope of application

(1) The following general terms and conditions apply to all legal transactions arising from services of Fibrothelium GmbH – hereinafter referred to as the service provider – with its contractual partner – hereinafter referred to as the client.
(2) Insofar as individual contractual regulations exist which deviate from or contradict the provisions of these general terms and conditions, the individual contractual provisions shall take precedence.

§ 2 Subject matter of the contract

(1) The contracting parties agree to cooperate in accordance with the specific, individual contractual agreement. An employment contract is not intended by the parties and is not established.
(2) The service provider shall be responsible for social security contributions or tax matters and shall indemnify the client against any obligations.
(3) The service provider is free to work for other clients.

§ 3 Conclusion of the contract

(1) The contractual relationship for the services comes through the issuance of a client order (offer) and its acceptance by the service provider.
(2) The subject of the contract or the exact description of the task is described in the written order.

§ 4 Duration and termination of the contract

(1) The contract begins and ends on the individually agreed date.
(2) Termination without notice for good cause is possible. An important reason exists if, for example:

  • the client is in default with two due, consecutive payments and fails to make payment after expiry of a reasonable period of grace;
  • the client suffers a financial collapse after the conclusion of the contract (insolvency), unless an application for insolvency proceedings has already been filed.

§ 5 Scope of services, obligations of the contracting parties

(1) The services to be rendered by the service provider shall generally comprise the detailed listed tasks, in accordance with the order placed by the client.
(2) The parties shall endeavour, to the best of their knowledge and belief, to assist the contractual partner in the performance of the respective obligation by providing information or experience in order to ensure a smooth and efficient workflow for both parties.
(3) Each of the contracting parties may request the other contracting party in writing to changes to the agreed scope of services. Upon receipt of a request of change, the recipient shall examine whether and under what conditions the change is feasible and shall notify the applicant in writing without delay and, if necessary, give reasons. If a change request of the client requires an extensive review, the review effort for this may be charged by the service provider upon prior notice, if the client nevertheless insists on the review of the change request. The contractual adjustments to the agreed conditions and services required for a review and/or an amendment shall be set out in writing in an amendment agreement and shall come into effect in accordance with these general terms and conditions.

§ 6 Prices and terms of payment

(1) Services shall be due and invoiced at the fixed price set forth in the individual contract upon completion or upon agreement of payment on a time and materials basis, unless otherwise invoiced in the contract.
(2) Quoted estimated prices for services on a time and material basis, in particular in cost estimates, are non-binding. The quantity estimates underlying an estimate are based on an evaluation of the scope of services performed to the best of our knowledge.
(3) Value added tax shall be charged at the rate applicable at the time of performance.
(4) Invoices shall be payable upon receipt without deduction. If the invoice amount is not received within 30 days of the invoice date, the service provider shall be entitled to claim interest on arrears. The interest on arrears shall amount to 5 % p.a. above the basic interest rate applicable at the time of calculation.

§ 7 Liability

(1) Unless otherwise stipulated in these general terms and conditions including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the case of simple negligence, we shall only be liable:
a) for damages resulting from injury to life, body or health;
b) for damages resulting from the breach of an essential contractual obligation (obligations which make the proper contract performance possible in the first place; the contractual partner regularly relies and may rely on the fulfillment of these obligations.); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from section 7 paragraph (2) shall not apply insofar as we have maliciously fraudulently concealed a defect or have assumed a guarantee. The same shall apply to claims of the client under the German Product Liability Act.
(4) The client may only rescind or terminate the contract due to a breach of duty that does not consist of a deficiency if the service provider is responsible for the breach of duty. A free right of termination of the client (especially according to §§ 651, 649 BGB/German Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
(5) If commissioned services include research and development work, these shall be carried out by the service provider with the usual care and the state of the art in science and technology known. In particular, there is no guarantee that the results of the research and development work will be commercially exploitable and free of third industrial property rights of third parties. In all other respects, section 7 paragraphs (1) to (4) shall apply accordingly.

§ 8 Confidentiality

(1) The parties shall treat the knowledge, documents, tasks and business transactions of which they and their employees have become aware on the basis of this contract as confidential, insofar as this is in the justified interest of the other contracting party. The mutual obligation to maintain secrecy shall end after a period of 3 years from the end of the contract. The confidentiality obligation shall not apply if and to the extent that the information concerned:

  • is generally known or
  • becomes generally known through no fault of the contracting party concerned or
  • has been or is lawfully obtained from a third party or
  • is already held by the contracting party concerned, or
  • was demonstrably obtained by the receiving party independently and without recourse to confidential information.

§ 9 Emerging property rights

(1) Inventions made by employees of the service provider during the term of the contract in the service specified in the offer, in particular during research and development work, shall be used by the service provider without restriction and shall be registered in the name of the service provider to the property right and then brought immediately to the attention of the client. The service provider is exclusively entitled to these property rights.
(2) Inventions jointly developed by employees of the service provider and the client during the term of the contract in the field of the service specified in the offer, in particular during research and development work, are to be used by the parties in relation to their employees without limitation and to register them jointly in the name of the service provider and the client. The contracting parties shall inform each other of this and shall mutually agree on the respective inventor’s share and shall determine the result of this agreement in writing. The contracting parties shall be entitled to the property right jointly. The costs incurred shall be borne by the contracting parties in proportion to their agreements in their shares in the inventions. The contracting parties shall consult each other at least 3 months before and agree on the countries in which corresponding foreign property rights are to be registered.
(3) If the service provider does not want to apply for a patent for inventions according to section 9 paragraphs (1) and (2), the service provider shall offer the rights to the invention to the client for transfer. The contracting parties shall agree on the details of the transfer for each case individually by a separate agreement.

§ 10 Place of jurisdiction

(1) The business relationship between the parties shall be governed exclusively by German law. The exclusive place of jurisdiction for all disputes arising from this contract shall be the place of business of the service provider.

§ 11 Amendments/salvatory clause

(1) Amendments, supplements and collateral agreements must be made in writing. This formal requirement can only be waived in writing.
(2) Should one or more of the above provisions be invalid, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace invalid provisions with new provisions that do justice to the provisions contained in the invalid provisions in a legally permissible manner. The same shall apply to any gaps in the provisions. In order to remedy the loopholes, the parties undertake to work out new provisions in a manner which comes as close as possible to what the parties would have intended if they had considered the point.

Version date: 15.09.2021