GT&Cs - General Terms & Conditions

for the services of Vektor Pharma TF GmbH, Hauptstraße 13, 88524 Uttenweiler, Germany

In the interests of clear and friendly relationships with our customers, Vektor Pharma TF GmbH (hereinafter referred to as VEKTOR) bases all its business dealings on the following General Terms & Conditions:

§ 1 Type and scope of services

VEKTOR provides services to support the customer, development services, consultation, training, analyses and customer-specific services and the like. The type, location, duration and scope of the services are detailed in the corresponding contract and quote. VEKTOR provides the services in accordance with this contract and in accordance with the latest knowledge and technology at the time the contract is concluded, and using staff who are qualified to provide the agreed services. VEKTOR is also entitled to commission third parties to provide services.

§ 2 Customer participation

The customer shall provide reasonable support to VEKTOR in the provision of services. The customer shall in particular provide all necessary information and documents in full and in a timely manner. Any additional involvement on the part of the customer shall be agreed be separate arrangement. The customer is obligated to effect proper document management and data protection.

§ 3 Rights to the embodied service results

VEKTOR grants the customer the non-exclusive, lasting, irrevocable and non-transferable right to use the embodied service results produced within the framework of the contract, providing this is within the purpose and scope of the contract. These rights include the agreed interim results, training documents and tools.

§ 4 Remuneration

The remuneration for the service is the fee for the time taken for the contractually agreed service. Material expenditure is remunerated separately. Any waiting time on the part of VEKTOR staff caused by the customer shall be remunerated as working time. Travel costs and expenses, which VEKTOR has to pay to its staff in relation to the provision of these services in accordance with VEKTOR's applicable travel cost procedure, shall be charged to the customer if this has been separately agreed under the contract. Unless explicitly stated otherwise, all total prices and time-scales given in quotes are non-binding estimates of the expected cost and time required as determined by an expert. Remuneration for training and consultation days shall be effected in accordance with the agreed fixed price. One day comprises 8 hours including breaks. Additional time and extra costs shall be remunerated separately. The customer only has set-off rights if his counter-claims are legally established, uncontested or recognised by VEKTOR in writing. The customer has no right of retention unless the customer's counter-claim stems from the same contractual relationship and is uncontested, recognised in writing or legally established.

§ 5 Prices / payment periods / default

Prices are purely net plus the applicable legal VAT in each case. Payments become due on the date of invoice. If the customer defaults on a payment, either wholly or in part, VEKTOR is legally entitled to charge interest in the amount of 8 % p.a. above the base rate from the relevant date. VEKTOR is also entitled to withhold its services, and to insist on advance payment or securities before executing any outstanding services.

§ 6 Exemption for defects of title

The customer is not entitled to make claims arising from an infringement of protected rights by a third party. This exclusion does not apply in the event of a warranty or guaranteed feature, in the event of malicious concealment of a defect, or in the event of intent or gross negligence.

§ 7 Liability

Compensation claims of any kind against VEKTOR, its legal representatives, staff and its agents, particularly arising from liability based on tort, breach of duty and from a breach of the contractual obligations listed in § 311 BGB (German Civil Code), are restricted to grossly negligent or premeditated behaviour. In the event of intent and gross negligence on the part of its agents, who are not executive staff, VEKTOR is only liable for typically foreseeable damages, or at most the order value for the associated work package. VEKTOR accepts no liability for the outcome intended to result from the service provided. Compensation claims by one contractual partner against the other are prescribed when there is no liability due to intent, in accordance with the legal regulations, but at the latest three years after the breach of obligation or the unauthorised action.

§ 8 Data protection / confidentiality

(1) VEKTOR records, processes and uses personal data only where this is necessary for the substantiation, contextual form, processing, fulfilment and amendment of the contractual relationship agreed with the customer. Please find more information in the data privacy statement on our website (in German language).

(2) VEKTOR is entitled to pass the personal data to third parties who are tasked with the fulfilment of contractual services in accordance with §1(2).

(3) The customer ensures that VEKTOR is made aware of all relevant facts that go beyond the legal regulations, when awareness of the same is required for reasons of data protection and confidentiality. The customer is responsible for compliance with legislation and regulations on data protection and IT security.

(4) The customer and VEKTOR are obligated to treat as confidential all confidential information, corporate and operational secrets revealed in the course of this contractual relationship, and to refrain from passing such information to third parties, and from using such information for purposes other than stipulated by the contract, unless this is necessary for the fulfilment of the contract.

§ 9 Final provisions

Amendments must be in writing. This also applies to this written form requirement and to termination. Other terms and conditions are excluded unless otherwise agreed in this contract. - If individual provisions of this agreement are or become wholly or partially ineffective or require supplementation, this does not affect the effectiveness of the remaining provisions. The parties shall agree a new regulation in place of the provision that is ineffective or requires supplementation, which best meets the intended commercial purpose of the original. VEKTOR's registered address, currently Ulm, is agreed as the place of jurisdiction if the customer is a dealer, legal entity under public law or a special fund under public law. VEKTOR is, however, entitled to file a claim against the customer at the place of jurisdiction generally applicable for the same.