Daimedex GmbH – Contract Research Organisation

1. Scope of Application

These General Terms and Conditions apply to all research and development services provided by Daimedex GmbH. Deviating or supplementary terms of the client shall not apply unless expressly agreed in writing.

2. Subject of the Contract

The subject of the contract is the execution of research and development services as defined in the respective project agreement. Daimedex undertakes to perform the services with scientific diligence and in accordance with recognized scientific standards. No guarantee is given for the achievement of specific results unless explicitly agreed.

3. Performance Periods

Deadlines and performance periods are only binding if confirmed in writing. Daimedex will inform the client promptly if delays occur and propose adjustments.

4. Remuneration and Payment

Remuneration is based on the agreed offer and is subject to VAT. Payments are due according to the agreed schedule. In the absence of a schedule, Daimedex may invoice partial payments. Offsetting and retention rights are limited to legally established or undisputed claims.

5. Client’s Duty to Cooperate

The client shall provide all necessary data, materials, and information required for the performance of the contract. Any delays or disadvantages due to insufficient cooperation shall be borne by the client.

6. Results and Intellectual Property

Unless otherwise agreed:

• The client receives a non‑exclusive, non‑transferable, royalty‑free right to use the results for the agreed purpose.
• Exclusive rights may be granted upon written request and subject to separate agreement.
• Daimedex retains rights for internal research purposes.

7. Confidentiality

Both parties agree to maintain confidentiality regarding all project‑related information for a period of five years after project completion, unless the information is publicly known or lawfully obtained from third parties.

8. Liability

Daimedex is liable without limitation for intent and gross negligence, and for damages resulting in death, injury, or health impairment. For other cases, liability is limited to foreseeable damages typical for the contract.

9. Export Control

Both parties shall comply with applicable export control laws. Daimedex shall not be liable for delays or non‑performance due to export restrictions unless caused by gross negligence.

10. Termination

Ordinary termination is only possible under specific conditions (e.g., lack of progress after six months). Termination for cause is permitted. Upon termination, Daimedex will provide all results achieved up to that point and invoice accordingly.

11. Governing Law and Jurisdiction

The contract is governed by German law. Place of jurisdiction is Hamburg, unless otherwise agreed.