General Terms and Conditions of fzmb GmbH, Research Center for Medical Technology and Biotechnology
1. Scope
(1) These General Terms and Conditions (GTC) apply to all contracts for the sale of goods, as well as for research, development, testing, analysis, laboratory, and other services provided by fzmb GmbH (hereinafter “fzmb”) to business entities, legal entities under public law, and special funds under public law.
(2) Any terms and conditions of the client that differ from, conflict with, or supplement these terms and conditions shall only become part of the contract if their validity has been expressly agreed to in writing.
(3) These General Terms and Conditions do not apply to veterinary treatment contracts with pet owners. Separate patient and treatment terms and conditions of the fzmb Veterinary Clinic apply to such contracts.
(4) Furthermore, these Terms and Conditions do not apply to the fzmb’s Food Testing Department. Separate Terms and Conditions apply to that department.
2. Conclusion of the Contract
(1) Offers made by fzmb are subject to change and non-binding, unless they are expressly designated as binding.
(2) A contract is concluded upon written confirmation of the order by fzmb or upon commencement of the provision of services.
(3) Any amendments or additions to the contract must be in writing.
3. Scope of Services
(1) The nature and scope of the services are set forth in the respective offer, contract, or order confirmation.
(2) Research findings, analyses, test reports, and other work products shall be prepared in accordance with the state of the art in science and technology as recognized at the time the services are provided.
(3) fzmb does not guarantee any specific economic, scientific, or regulatory success, unless expressly agreed upon.
4. The Client’s Obligations to Cooperate
(1) The Client shall provide all information, documents, samples, materials, and data necessary for the performance of the contract in a timely and complete manner.
(2) The client warrants that the information provided is accurate and complete.
(3) Any delays or additional expenses resulting from insufficient cooperation shall be borne by the client.
5. Samples and Test Materials
(1) The client is responsible for the proper labeling, packaging, and transport of samples and materials.
(2) The client must point out any special hazards, in particular biological, infectious, toxic, or otherwise hazardous substances.
(3) Upon completion of the tests, fzmb is entitled to destroy samples and residual materials after a reasonable retention period has elapsed, provided there is no legal obligation to retain them or any agreement to the contrary.
(4) Samples will be returned only at the express request and expense of the client.
6. Dates and Deadlines
(1) The dates and processing times provided are not binding unless otherwise expressly agreed in writing.
(2) Delivery and performance deadlines shall be extended appropriately in the event of force majeure, government actions, material shortages, or other circumstances beyond the control of fzmb.
7. Compensation and Payment Terms
(1) The prices agreed upon in each case apply, plus the applicable sales tax.
(2) Invoices are payable in full within 14 days of the invoice date, unless otherwise agreed.
(3) In the event of late payment, the statutory provisions regarding default shall apply.
(4) The fzmb is entitled to require reasonable advance payments or installment payments.
8. Confidentiality
(1) Both parties agree to keep confidential all confidential information that comes to their knowledge in the course of their cooperation.
(2) This obligation does not apply to information that is generally known, has been lawfully obtained from third parties, or must be disclosed pursuant to statutory provisions.
(3) The confidentiality obligation shall survive the termination of the contractual relationship.
9. Intellectual Property and Rights of Use
(1) All intellectual property rights, processes, methods, software, databases, knowledge, and other know-how of fzmb that existed prior to the commencement of the contract shall remain the exclusive property of fzmb.
(2) Unless otherwise agreed, the Client shall be granted a non-exclusive, non-transferable right to use the results produced under the contract for its own purposes.
(3) Any further rights of use, exclusive rights, or the transfer of intellectual property rights require a separate written agreement.
(4) The fzmb is entitled to make unrestricted further use of general scientific and technical findings, methods, and experience gained in the course of a contract, provided that no confidential information belonging to the client is disclosed in the process.
10. Test Reports and Analysis Results
(1) Test reports, analyses, and expert opinions apply exclusively to the samples, measurements, or agreed-upon test items that were examined.
(2) The results may not be extrapolated to other samples, batches, or situations.
(3) Test reports may only be distributed in their entirety. Publications of excerpts or modifications require the prior written consent of the fzmb.
11. Warranty
(1) The fzmb ensures that the agreed-upon services are performed in a professional manner.
(2) Obvious defects must be reported in writing immediately, no later than 14 days after receipt of the service.
(3) In the event of justified complaints regarding defects, fzmb is initially entitled to remedy the defect.
12. Liability
(1) The fzmb has unlimited liability for damages resulting from willful misconduct and gross negligence.
(2) In cases of slight negligence, the fzmb shall be liable only for breaches of material contractual obligations, and such liability shall be limited to damages that are typically foreseeable under the contract.
(3) The limitations on liability do not apply in cases of injury to life, body, or health, or in cases of mandatory statutory liability.
13. Force Majeure
If a party to the contract is unable to fulfill its obligations due to force majeure, the affected obligations shall be suspended for the duration of the event. Force majeure includes, in particular, natural disasters, pandemics, war, government measures, strikes, or similar unforeseeable events.
14. Data Protection
Personal data is processed exclusively in accordance with applicable data protection regulations. Details can be found in the fzmb’s privacy policy.
15. Research Collaborations
Separate agreements are entered into for research collaborations, joint projects, consortium projects, and other forms of cooperation. These agreements take precedence over these General Terms and Conditions.
16. Final Provisions
(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising out of or in connection with this contractual relationship is—to the extent permitted by law—the registered office of fzmb.
(3) Should any provision of these Terms and Conditions be or become invalid, in whole or in part, the validity of the remaining provisions shall remain unaffected.
As of 06/2026