Terms and Conditions
1. General Provisions, Scope of Application, Written Form Requirement, otification Requirements
(1) These General Terms and Conditions (hereinafter referred to as T&Cs) shall apply to all business relations between GILYOS and its customers. The T&Cs shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code), a legal person under public law or a special fund under public law.
(2) The T&Cs shall apply, regardless of whether GILYOS provides the service itself or purchases the service from suppliers.
Unless otherwise agreed, the T&Cs shall apply in the version effective at the time of the customer’s contract offer, or in any case in the last version that was communicated to the customer in text form as a framework agreement for similar future contracts, without GILYOS being required to refer to them again in each individual case.
(3) The T&Cs of GILYOS shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the customer shall only become an integral part of the contract if and insofar as GILYOS expressly agreed to their applicability in text form. This requirement of approval shall apply in any case, for example even if GILYOS unconditionally performs the contract whilst being aware of the T&Cs of the customer.
(4) Individual agreements concluded with the customer in specific cases (including ancillary agreements, supplements and amendments) shall take precedence over these T&Cs in any case. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
(5) Legally relevant declarations and notifications by the customer (such as setting of deadlines, notification of defects, declaration of withdrawal or reduction) that must be submitted to GILYOS after the conclusion of the contract require the text form in order to be effective.
(6) References to the applicability of statutory provisions merely serve the purpose of clarification. Even without such clarification the statutory provisions shall apply, unless they were directly modified or expressly excluded in these T&Cs.
2. Conclusion of Contract
(1) The offer by GILYOS is subject to change and non-binding.
This shall also apply if GILYOS has handed out technical documentation (e.g. drawings, plans, calculations, estimations, references to standards), other product descriptions or documents – including documentation in electronic form – for which GILYOS reserves the property rights and copyrights. In case the documentation contains obvious typing and/or calculations errors, these shall not be binding.
(2) The placement of an order by the customer via online form or by fax, email, postal mail, verbally or by telephone shall constitute a binding contract offer. Unless the order specifies otherwise, GILYOS is entitled to accept this contract offer within 4 weeks of its receipt.
(3) Acceptance may be declared in text form (e.g. by order confirmation via email).
(4) In case an order breaches statutory provisions and/or infringes the rights of third parties, the contractor shall have the right to withdraw from the contract.
3. Materials/Cooperation Obligation of the Customer
(1) All materials required for the project as well as analogue and digital files must be provided by the customer. This includes, but is not limited to, vials, stoppers, caps, ready-to-use product solution, freeze-dried product, active ingredients, excipients, sterile filters, etc. If GILYOS procures material for the respective project, the costs incurred shall be passed on to the customer.
The customer has to provide safety data sheets for all products containing active ingredients and all raw materials. It is understood that the active ingredients and the products containing active ingredients are not highly effective, i.e. OEB 3 or higher, or that biological substances and products are not classified as BSL 2 or higher and therefore require special safety precautions.
The customer undertakes to made available the required information as soon as possible, but no later than at the request of GILYOS.
(2) The customer shall supply GILYOS all materials/information needed by GILYOS to provide the service.
(3) The customer is responsible for the information to be provided. The customer ensures GILYOS that all files and content can be freely used and edited. The customer ensures that he is at any time the holder of the rights necessary for the contractually agreed purpose with regard to the material provided. The customer ensures that he holds all necessary rights of use.
(4) GILYOS is under no obligation to check the accuracy of the information provided by the customer or to check whether the customer holds the rights to the data, works etc.
The customer shall indemnify GILYOS upon the first request from any and all claims of third parties relating to the information, materials and/or files of the service provided by the customer, especially with regard to the use of products/works protected by copyright. The customer further undertakes to compensate all costs and damages to GILYOS, including legal expenses, that have incurred based on claims by third parties. This also applies if content violates applicable law in the distribution area of the service.
(5) GILYOS shall also not be liable for the absence of errors and the data security of data carriers.
(6) In the event that an incorrect result of a service occurred due to the fault of the customer, this does not alter the fact that the full amount of the agreed remuneration is due for payment.
The customer is responsible for the shipping of raw materials and materials, including the assumption of all costs incurred (e.g. taxes and customs duties). The customer also bears the risk of shipping.
If a freeze-dried product or other materials shall be returned to the customer in the framework of the project, shipping shall be organized by GILYOS. The customer shall bear the costs and the risk of shipping.
5. Schedule, Delivery Time and Delay in Delivery, Liquidated Damages
(1) Dates of delivery/completion dates shall only be binding if this is an explicit part of order confirmation by GILYOS.
(2) As far as GILYOS cannot observe the delivery/completion dates due to reasons GILYOS is not responsible for (unavailability of service), GILYOS shall immediately inform the customer and at the same time provide the expected new delivery time. In case the service remains unavailable within the new delivery time, the contractor shall be entitled to withdraw from the contract in whole or in part; the contractor shall reimburse any consideration already received from the customer immediately. If the contractor has concluded a congruent covering transaction, neither the contractor nor the supplier of the contractor is at fault or if in the individual case the contractor has no procurement obligation, the late self-delivery by the supplier of the contractor, in particular, shall be considered a case of non-availability of service within this meaning.
(3) In the event of an unexpected equipment breakdown this, however, shall have a suspensive effect and the experiments will be completed after restoring the functionality. The customer is aware that special equipment is being used for which a continuous maintenance/repair in Germany is not possible. It is understood that a liability on the part of GILYOS with regard to project delays due to unexpected equipment failure is excluded.
Likewise, GILYOS’ liability for any delay in delivery and damages resulting from this – in particular consequential damages – shall be excluded.
(4) The rights of the customer pursuant to the T&Cs and the legal rights of GILYOS, particularly in the case of an exclusion of the performance obligation (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), shall remain unaffected.
6. Travel Expenses
Travel time shall be regarded as working time and shall be charged according to the rate specified in the offer. When travelling by car € 0.50 per kilometre plus VAT shall be charged in addition. Airfare costs, hotel costs, parking fees and other expenses shall be invoiced on the basis of the actual costs incurred.
(1) GILYOS ensures that all experiments are conducted in accordance with good scientific practice. However, GILYOS does not guarantee the accuracy and usability of results for any further use such as process development or scale-up. It is understood that GILYOS is responsible for the performance of the service. However, a specific success is not owed by GILYOS.
(2) GILYOS shall be liable in accordance with the statutory provisions provided that the customer asserts claims for damages based on intent or gross negligence, including gross negligence on the part of GILYOS’ representatives or vicarious agents.
(3) As far as GILYOS is not charged with an intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(4) According to the statutory provisions GILYOS is liable, if GILYOS culpably violates its material contractual obligations; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) The liability for culpable injury of life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
(6) Unless otherwise stipulated above, liability shall be excluded.
GILYOS is not subject to any restrictions of competition. GILYOS is independent and must not comply with any conditions regarding the acceptance of orders. GILYOS is expressly entitled to also work on products/processes of competing companies or products/processes that display similarity to those of the customer.
9. Terms of Payment/Rights of Retention
(1) All invoices shall be due for payment net (without deduction) within 14 days from the date of the invoice. The customer shall be in default of payment one week after the due date at the latest without any warning being required.
(2) The statutory VAT is not included in the prices mentioned by GILYOS, but shall be stated separately in the invoice at the statutory rate applicable on the date of the invoice.
(3) Depending on the type of order / project, the service provided shall be fully charged after the provision of the services, or else, partial services shall be charged as pre-agreed milestone payments. Unless otherwise agreed, in this case, 30% of the total amount shall be due when placing the order, a further 30% during the project as agreed upon. The remaining 40% shall be due at the end of the project phase after the complete service was provided.
(4) For analytical services, GILYOS may always demand an advance payment of 100%. The receipt of payment shall define the starting date for the performance period as agreed.
(5) All bank charges shall be borne by the customer.
(6) If the customer does not meet his payment obligations in accordance with the contract or if he ceases to make payments or if other circumstances become known that call the credit worthiness of the customer into question, GILYOS shall be entitled to declare the entire debt due or to demand advance payment or provision of a security.
(7) The invoice amount is payable without deductions upon invoicing. Discount deductions shall only be permitted if they have been agreed upon in writing.
(8) In case the customer exceeds payment periods, GILYOS shall – after a reminder – be entitled to withdraw from other contracts with the customer, which are not related to this contract, and/or to exercise a right of retention.
10. Compensation of Additional Efforts
Additional efforts that are subject to remuneration shall be charged with the hourly rates stated in the offer. In case hourly rates were not agreed upon in the offer, an hourly rate of € 250.00 net per hour plus the relevant statutory VAT shall be agreed regarding all services that were ordered by the customer additionally and without a price agreement.
11. Termination Possibilities
(1) Before the expiry of a certain contract term, contracts may only be terminated by the customer and GILYOS for good cause.
(2) The parties agree that a good cause shall particularly exist if the customer sustainably infringes his cooperation obligations according to the agreement or if the customer fails to meet his obligation to pay the remuneration in spite of warnings or deadlines. A good cause also exists if the project cannot be continued, for example, if it is discovered that an active ingredient does not have the intended effects.
Declarations: All declarations and notifications to be made under these terms shall only be effective in text form.
13. Assignment of Rights – Third Party Fulfilment
(1) Rights from the contractual relationship with GILYOS may only be transferred with the prior written consent of GILYOS.
(2) GILYOS – at its own discretion – is entitled to perform the service itself or to use third parties as vicarious agents for the provision of the service. Unless otherwise agreed, the commissioning of a third party in the framework of an external service shall be carried out in the name of the customer.
14. Governing Law
All contractual relations between GILYOS and the customer shall be exclusively governed by the laws of the Federal Republic of Germany under exclusion of the International Uniform Law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15. Place of Jurisdiction
For all disputes arising from this contract, the agreed place of jurisdiction shall be Würzburg.
In the event of deviations between the German and the English version of the contract, the German version of the contract shall prevail.
17. Data Protection
The customer agrees that his personal data is collected, stored and processed with data processing equipment in compliance with the data protection provisions. Further details are governed in the relevant privacy statement of GILYOS.
18. Severability Clause
In case any of these provisions shall be or become incomplete, invalid or unenforceable, the validity of the remaining provisions shall not be affected by this. The invalid or unenforceable provision shall be replaced or the incomplete provision shall be filled in with an appropriate provision, which, to the extent legally permitted, comes closest to what the parties wanted or would have wanted.