General Terms and Conditions – Healthcare and Pharmaceutical Industry Projects Consulting & Management Molgenium Version 03.2023

  1. Scope of General Terms and Conditions and Deviations a) The following General Terms and Conditions apply to all current and future contracts between the client and Molgenium. b) Deviations from these conditions are only valid if they are expressly acknowledged and confirmed in writing by Molgenium. c) General terms and conditions as well as purchasing conditions of the customer are not part of the contract and are not binding for Molgenium. This also applies if they are not expressly objected to.
  2. Object of Contract a) The object of the contract will be agreed upon in a written contract between Molgenium and the client. b) Molgenium provides consulting and management services in the healthcare and pharmaceutical industry projects, as described in the contract.
  3. Offers, Side Agreements a) Unless otherwise stated, Molgenium’s offers are non-binding with regard to all data, including fees. b) If an order confirmation from Molgenium contains changes compared to the order, these are deemed approved by the client unless the client objects in writing immediately. c) Agreements must generally be made in writing.
  4. Order Placement a) The type and scope of the agreed service result from the order, the contract, and these General Terms and Conditions. b) Changes and additions to the order require written confirmation by Molgenium to become part of the present contractual relationship. c) Molgenium is obliged to carry out the order properly in accordance with generally recognized rules of technology and the principles of cost-effectiveness. d) Molgenium may also involve partners to fulfill the contract and may authorize them to issue orders on behalf and for the account of Molgenium. However, Molgenium is obligated to inform the client in writing if it intends to have a partner carry out the order and to give the client the opportunity to object to this order placement with the partner within one week. In this case, Molgenium must carry out the order itself.
  5. Obligations of the Customer to Cooperate a) The customer shall support Molgenium in fulfilling the contractually owed services. This includes, in particular, the timely provision of information, data material, and hardware and software if the customer’s cooperation is required for the performance of the service. b) The customer shall provide its own personnel with the necessary expertise in the required number to perform the contractual relationship.
  6. Warranty and Compensation a) Claims for defects can only be asserted after a written complaint has been made within 14 days of delivery of the service or partial service. b) Claims for rescission and price reduction are excluded. Claims for improvement or supplementation of missing services must be fulfilled by Molgenium within a reasonable period, which shall generally be one-third of the period agreed for the performance of the service. Claims for delay damages cannot be asserted within this period. c) Molgenium is not responsible for delays in performance due to force majeure (e.g. strikes, lockouts, official orders, general telecommunication disruptions, etc.) and circumstances in the customer’s sphere of responsibility (e.g. failure to provide cooperation services in a timely manner, delays attributable to third parties attributable to the customer, etc.). Molgenium is entitled to postpone the performance of the affected services for the duration of the impediment plus a reasonable start-up time. Molgenium shall notify the customer of any performance delays due to force majeure. d) Claims for compensation, lost profits, or contractual penalties beyond this are excluded.
  7. Liability a) Molgenium is liable for intent and gross negligence. For slight negligence, Molgenium is only liable for breach of a material contractual obligation (cardinal obligation), for the contractually typical, foreseeable damage. Liability for damages resulting from injury to life, body, or health complies with legal requirements. Liability for property and financial damages is excluded in cases of simple negligence. b) In any case, liability is limited to the amount of the agreed remuneration for the defective work according to the offer or settlement. If a longer-lasting order is billed monthly, liability is limited to the average monthly billing. c) Molgenium is not liable for the loss of data and/or programs insofar as the damage is due to the customer’s failure to perform data backups and thus ensure that lost data can be restored with reasonable effort.
  8. Cancellation of Contract a) Cancellation of the contract is only permissible for good cause. b) In the event of molgenium’s delay in performing a service, the client may only cancel the contract after setting an appropriate deadline; the deadline must be set by registered mail. c) If the client is delayed in performing a partial service or a cooperative activity agreed upon, which makes it impossible or significantly hinders molgenium from carrying out the contract, molgenium is entitled to cancel the contract. d) If molgenium is entitled to cancel the contract, it retains the right to the entire agreed-upon fee, as does molgenium in the event of unjustified cancellation by the client. In the event of justified cancellation by the client, the services provided by molgenium must be honored by the client.
  9. Fees a) molgenium’s remuneration is generally based on time spent, which is invoiced on a monthly basis, unless other agreements have been made. The applicable fee rates of molgenium are binding for the remuneration of the time spent, unless something different has been agreed upon. Deviating agreements can include service- or product-based flat rates. molgenium is entitled to change or supplement the fee rates underlying the agreements at its reasonable discretion. Cost estimates or budget planning provided by molgenium are non-binding. b) The client bears all expenses such as travel and accommodation costs, expenses, and compensation claims of third parties incurred in the course of contract performance, against proof. Compensation for travel time will be agreed upon individually. For the processing of contracts with third parties whose costs are directly charged to the client, molgenium may charge a handling fee. The amount of the handling fee is to be agreed upon individually and is based on the respective effort. c) All fee agreements are made in EURO, unless other agreements have been made. d) All contractually agreed remuneration is understood to be in addition to the statutory value-added tax. e) Offsetting with any counterclaims, for any reason whatsoever, is prohibited.
  10. Confidentiality a) Molgenium is obligated to maintain the confidentiality of all information provided by the client. b) Molgenium is also obligated to maintain the confidentiality of any planning activities as long as the client has a legitimate interest in such confidentiality.
  11. Intellectual Property Rights Plans, brochures, reports, technical documents, and similar materials created by Molgenium, if not created on behalf of a client, are protected by copyright. Any complete or partial publication, as well as any sharing or repeated use by third parties or the client themselves, is only permissible with the consent of Molgenium.
  12. Place of Performance The place of performance for all services is the registered office of Molgenium, unless otherwise agreed in writing.
  13. Final Provisions a) German law shall exclusively apply to contracts between the client and Molgenium. The UN Convention on Contracts for the International Sale of Goods is expressly excluded. b) The jurisdiction of the competent court at the registered office of Molgenium is agreed upon for all disputes arising from contracts. c) All changes and additions to contractual agreements require written form. d) Should individual provisions of the agreements be wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. In this case, the parties shall replace the invalid provision with an effective provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreements.