General Terms and Conditions (GTC) of OMiLAB gGmbH
1. Scope of Application
- The following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all present and future agreements concluded between OMiLAB gGmbH (hereinafter jointly referred to as “OMiLAB”) and the client of OMiLAB on the other hand.
- The GTC shall apply to all legal relationships between the Parties even if they are not expressly referred to.
- In the event of conflicting provisions, the following order of precedence shall apply: 1. Provisions from the individual contract (offer), before 2. these GTC.
- The GTC are available at https://www.omilab.org/gtc.
2. Offer and Conclusion of a Contract
- Unless otherwise agreed, offers are non-binding until acceptance by the client and are valid for 60 days from the date of issue. A contract is deemed to have been concluded upon written acceptance of an offer (via letter, fax or email) or by submission of an online purchasing form by the client. Verbal agreements or promises require written confirmation by OMiLAB in order to be effective. Offers, cost estimates and the like are subject to the agreed confidentiality provisions.
3. Duties of Collaboration
- Both contracting parties guarantee the careful execution of the rights and duties to which they are bound in accordance with the Agreement and shall only use staff with sufficient expertise and appropriate reference to the subject matter for the fulfilment of the contract.
- The client shall provide OMiLAB with all information necessary for the fulfilment of the contract and the accounting in a timely manner. In particular, the client shall inform OMiLAB immediately of circumstances that have a significant impact on the delivery (service/hardare).
- The client shall, where necessary, support OMiLAB in the performance of the service to be provided. In particular, the client shall carry out agreed preparatory work in a timely manner and in the agreed quality and shall, if necessary, make qualified personnel available. The access to premises or infrastructure, work equipment, information and documents that are required for the fulfilment of the contract shall be made available by the client in a timely manner and free of charge.
- Insofar as the client requires a PO number (purchase order number) for accounting, he shall announce this in good time, namely at least 14 days before the end of an accounting period. If the purchase order number is not announced or is announced late, with regards to the accounting, the client waives the right to objections in connection with the purchase order number.
- The client shall inform OMiLAB of changes to his company name or address within a reasonable period. If no such notification of changes occurs, written documents shall be deemed received by the client if they were sent to the last known address.
4. Data Protection and Confidentiality
4.1 General Provisions
- Confidential Information is information that a judicious third party would regard as sensitive and worthy of protection or information that is marked confidential. This includes information disclosed in the course of oral presentations or discussions. Confidential Information may only be used for the purpose of executing the contract. Information that is not deemed confidential includes information that is already legally known to both contractual parties, or that the parties become aware of independently from the Agreement without violation of this confidentiality contract.
- Personal Data shall have the meaning as defined in Article 4 GDPR.
- Third parties as set out in this section do not include employees, subcontractors, tax consultants, auditors, lawyers or comparable external advisers of one of the parties or its affiliates, insofar as these are strictly bound to secrecy for professional reasons or due to a comprehensive confidentiality agreement with one of the parties.
- The contractual parties agree that all Confidential Information exchanged between the parties must be handled with strict confidentiality. Furthermore, they agree to ensure that unauthorised third parties are not able to gain knowledge of this information. The obligation to keep the information obtained secret shall particularly include the obligation not to use Confidential Information for a party’s own purposes of competition. The confidentiality obligation does not apply if there is an obligation to disclose the Confidential Information by decision of a court, order of a public authority or by law.
- Both parties are entitled to refer to the existing business relationship with the name and company logo, stating the field of application of the product or service.
- Personal Data that was entrusted to the parties or that was otherwise made available to the parties in the course of the contractual cooperation must be kept secret. Processing may only take place to the extent permitted by law.
- Upon expiry or dissolution of this Agreement, the confidentiality obligation for Confidential Information that was exchanged during the validity period of the Agreement shall remain in force for an unlimited period of time.
4.3 Collection and Processing of Personal Data
- All Personal Data used by OMiLAB are collected, processed and used only within the legal limits.
- Details on the collection and handling of Personal Data in connection with the websites are available at https://www.omilab.org/privacy.
5. Payment Terms
- Unless otherwise agreed, one-time payments shall be settled following provision of service, and ongoing payments shall be settled annually in advance. All invoices are payable strictly within 15 days from the invoice date. The payment conditions specified for the total order apply to part invoices and advance payments equally.
- Unless agreed otherwise, the invoice amount shall be transferred to a bank account indicated by OMiLAB on the invoice. Any expenses shall be borne by the client. A payment is only deemed to have been made once it is credited to the account of OMiLAB. The risk of faulty or delayed transfer shall be borne by the client.
- Unless explicitly indicated otherwise, all prices are in Euros and exclusive of value-added tax (VAT).
- The client shall be in default without further warning in the event of non-compliance with the agreed payment dates. The provisions on payment reminders and default interest between entrepreneurs shall apply in accordance with the statutory law applicable.
- Taxes (in particular VAT) and other duties shall be calculated on the basis of the respective valid legislation. If the tax authorities subsequently stipulate further taxes or duties beyond this, these shall be borne by the client.
- For deliveries and services within the European Union (EU), the client shall declare his respective VAT identification number before the agreement is carried out.
- Written Form: Any conclusion, amendment, supplement or dissolution of an agreement between the contracting parties requires the written form and the signature of both contracting parties to be effective. The same applies for any amendment or supplement as well as for the elimination of this written form requirement itself.
- Severability Clause: If any provision of these GTC is invalid or void, the validity of the remaining provisions shall not be affected thereby. Invalid provisions shall be replaced by the parties with a legally effective provision that most closely corresponds to the economic purpose of the contractual terms and/or other agreements that was intended by the invalid provision.
7. Applicable Law and Jurisdiction
- The entire contractual relationship between the client and OMiLAB is subject to the law of Germany.
- For disputes arising from or in connection with the contractual relationship between the client and OMiLAB, the jurisdiction of the responsible commercial court in Germany is valid.