General Terms & Conditions

German version | Deutsche Version

§ 1 Scope of Application, Conclusion of Contract
(1) These General Terms and Conditions ("GTC") apply to all business transactions between glyXera GmbH („glyXera“) on the one side and its customers („Customers") on the other side, in particular to business transactions where glyXera performs specific analysis for the Customer.
(2) Unless the parties have agreed otherwise in writing, these GTC shall also apply to all future transactions with the Customer. The application of Customer’s conflicting or supplementary terms and conditions shall be excluded, even if glyXera does not expressly object to such terms and conditions.
(3) Offers by glyXera shall be non-binding. A contract shall become effective if an offer by the Customer is confirmed by glyXera in writing or if glyXera actually starts performance of the contractural obligations.

§ 2 Contract Performance
(1) glyXera warrants that the analysis is performed in accordance with the current state of scientific knowledge. glyXera does not warrant, that the results of the analysis will fit for a particular purpose of the Customer and/or that a certain value is achieved.
(2) In the event, the Customer is not satisfied with the results of the analysis, the Customer will notify glyXera thereof in writing within fourteen days after receipt of the analysis. Only in case the result of the analysis is affected by incorrect performance, glyXera will – on its own cost – repeat the analysis.
(3) Performance dates are only binding if they have been expressly agreed between the parties as binding. It is a precondition for the timely performance of glyXera, that the Customer has provided all information and material in a timely manner and in an accurate condition. In the event, the parties have agreed on a down payment, glyXera is only obliged to start performance after the receipt of the down payment.
(4) If the performance by either party of its obligations under the contract is, in whole or in part, prevented or delayed by reason of Force Majeure, then such party shall not be considered in default and shall be excused from the performance. The affected party shall notify the other immediately in writing, but not later than within 14 calendar days after occurrence of the Force Majeure event. “Force Majeure” shall cover all events affecting one of the parties or its subcontractors or vicarious agents, which are beyond a party’s reasonable control and which that party could not reasonably have prevented or foreseen.

§ 3 Prices, Terms of Payment
(1) The prices of all business transactions are as set forth in glyXera’s offer. All prices are exclusive of statutory VAT in the respective applicable amount. All taxes, customs, duties and other cost incurring with abroad delivery, shall be borne by the Customer.
(2) Each invoice of glyXera shall be due for payment without any deductions within fourteen days from the date of invoice. Besides all statutory entitlements due to late payment by the Customer (in particular payment of delay interest), glyXera is entitled in its own discretion to withhold further performances, also resulting from other contracts with the Customer, or to depend the ongoing performance from the provision of a security.
(3) The Customer is only entitled to set-off his counterclaim or to assert a right of retention to the extent that his counterclaim/right of retention is uncontested or finally adjudicated.

§ 4 Duties of Customer
The Customer will support glyXera in the performance under the contract; such support shall include the provision of the sample(s) in the required quality and all other information, documentation and materials required. The Customer shall inform glyXera of possible risks that may be associated with the materials to be investigated and explain current safety regulations or related confidential issues.

§ 5 Storage of Samples
Unless otherwise agreed in writing between the parties, the sample(s) provided by the Customer for investigation will be stored by glyXera for a period of three months after the analysis has been performed. After the end of this storage period glyXera is entitled to destroy these samples in accordance with applicable laws. In case the Customer requests the return of the samples, glyXera is entitled to charge all costs associated with the return to the Customer.

§ 6 Limitation of Liability; Statute of Limitation
(1) glyXera’s obligation to pay damages shall be limited as follows:
glyXera shall not be responsible for indirect damages, including loss of profit, loss of use, loss of production and/or capital costs. glyXera shall not be responsible for direct costs if these costs are not typical for this type of contract or were unforeseeable at the time of contract conclusion.
(2) The limitation period for Customer claims shall be one year.
(3) The limitations of liability set forth in § 6 (1) and (2) above do not apply in case a guarantee is granted, in case of willful misconduct and for claims which are based upon injury to life, body and health or which are in accordance with the Product Liability Act. Moreover, the limitations of liability shall not apply in case of intentional or gross negligent behavior and in case of culpable breach of material contract obligations, i.e. contract obligations which are mandatory for the proper contract performance and on which the Customer regularly relies upon.

§ 7 Ownership and Intellectual Property Rights
(1) Each party is and shall remain the exclusive owner of any patent rights, know how and other intellectual property rights controlled by such party and already existing before or generated outside this contract.
(2) Unless otherwise agreed by the parties in writing, the results of the analysis shall become the property of the Customer, provided that the Customer has made all payments under the contract.
(3) All new inventions, know how and other intellectual property rights gained within the performance of the contract shall be the sole property of glyXera.

§ 8 Confidentiality
Each Party is obliged to maintain any confidential information or material provided under the contract in strict confidence and shall not disclose the same to any third party. All information and material (including know how embodied therein) disclosed by one party or its representative or affiliated entities in the performance of the contract in oral, written, electronic or other form shall be treated as confidential if an ordinary third party would consider the information to be a trade secret or in general of a confidential nature.

§ 9 General Provisions
(1) Assignment. The Customer shall not be entitled to assign its rights and obligations under the contract without the prior written consent of glyXera.
(2) Subcontractor. glyXera is entitled to subcontract all or part of ist obligations under the contract.
(3) Amendments, Changes. All amendments / changes to the contract must be made in writing.
(4) Severability. If any part of these GTC is held unenforceable, the validity of the remaining provisions will not be affected. To the extent allowed, the parties agree in good faith to replace any such invalid provision by a lawful provision having proximate economic effect. This applies correspondingly for completion of contractual gaps.
(5) Governing Law and Jurisdiction. This contract shall be governed by the laws of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Place of jurisdiction for all disputes resulting out of this contract shall be Magdeburg (Germany).

German version | Deutsche Version