1.1 The General Terms and Conditions apply to all services and contractual relationships of BEO MedConsulting Berlin GmbH, Helmholtzstraße 2, 10587 Berlin (hereinafter referred to as “BEO”) in relation to the Customer.
1.2 Side agreements, commitments and other declarations by the employees of BEO or employed third parties are only binding if expressly confirmed in writing.
2. Cooperation of the Customer
2.1 All questions of BEO to the Customer must be answered completely and accurately. The employees of BEO shall only ask questions whose answers are significant for the project.
2.2 The Customer shall inform BEO without being asked and in a timely manner of circumstances that could be significant for the joint project.
2.3 Documents provided by BEO and records shall be accepted by the Customer within a period of 10 business days. BEO must be notified immediately of any objections, necessary corrections or requests for changes. If the Customer does not communicate these within this period, the service shall be considered accepted, complete and approved. Any required acceptance notes for partial services (e.g. project plans, clinical evaluation plan etc.) must be received within 20 working days to be confirmed in writing by the client or to give notice of objections. Otherwise the subject document shall be considered accepted, complete and approved.
3. Data backup by the Customer
If the tasks taken on by BEO involve work on or with IT equipment of the Customer, the Customer shall allow BEO to back up the data in a timely manner before the start of the corresponding activities.
4. Invoicing, recession, payment and default
4.1 BEO is entitled to invoice monthly for a fee and expenses incurred. Any bank fees charged shall be at the Customer’s expense.
4.2 The payment deadline for invoices from BEO shall be 10 days from the invoice date. After that, the payment shall be in default, without a reminder. The invoices shall be paid without deduction.
4.3 Depending on the Customer’s creditworthiness, or in the event that relevant services are subcontracted (e.g., inspections, expert appraisal, etc.), BEO reserves the right to demand advance payment for individual partial services or complete services and to make the start or continuation of performance of services dependent on the complete settlement of the claim.
4.4 The Customer may rescind the agreement without reason in writing to BEO at any time. Moreover, if the Customer does not fully meet their obligation to fulfill the contract within a set time period despite being requested to do so by BEO, it is deemed a rescission of contract. In event of rescission, the Customer must reimburse BEO for all of the services received. Furthermore, a compensatory sum of 10% of the value of the contract shall be paid to BEO for loss of earnings through recession from the agreement.”
4.5 BEO is entitled to withdraw from the agreement if the Customer fails to fulfill their cooperation obligations within a reasonable timeframe (set by BEO). Obligations will certainly be considered unfulfilled if the Customer does not act within three months.
4.6 In the event of default in payment, BEO is entitled to charge interest for default in the amount of 10 percentage points above the base interest rate. This does not exclude a further claim for damages caused by delay.
4.7 If the Customer is in default on settlement of payable invoices from the entire business relationship, BEO is entitled to cease performance of services, independent of the project, until the claims have been settled.
5. Impediments to performance, default and impossibility
5.1 BEO shall only be in default on its services if specified completion deadlines are agreed for these as fixed deadlines and BEO is responsible for the delay. For example, BEO is not responsible for the unforeseen absence of the employee designated for the project, defects or nonconformities of the Customer’s product, missing or delayed delivery of products and information by the Customer, force majeure and other occurrences that were not foreseeable at the time the agreement was concluded and that at least
temporarily make the agreed service impossible or impede it unreasonably. Strikes, lockouts and other circumstances that affect BEO directly or indirectly shall be considered equivalent to force majeure.
5.2 If the impediment to performance is of a temporary nature, BEO is entitled to postpone fulfillment of its obligations by the duration of the impediment and an appropriate start-up time. In contrast, if it becomes permanently impossible for BEO to perform the service due to impediments in the sense of section 5.1, BEO shall be released from its contractual obligations.
5.3 If BEO is responsible for violations of obligations in the sense of § 280 BGB, section 6 applies in addition.
5.4 BEO shall not perform technical, legal or tax consulting services.
6. Warranty and liability
6.1 BEO’s warranty covers only the services expressly ordered.
6.2 BEO is entitled to perform subsequent improvement by an appropriate deadline after notification of a demonstrated defect. If subsequent improvement does not occur, does not occur in a timely manner or is poor, the Customer is entitled to a reduction or to withdraw from the agreement.
6.3 BEO cannot guarantee economic or other success resulting from an application, consultation or preparation or compilation of documentation.
6.4 If and to the extent that any service defects are based on the fact that the Customer has not fulfilled the cooperation obligations as per section 2, or has fulfilled them incompletely or not in a timely manner, liability of BEO is excluded. In the event of a dispute, the Customer shall furnish proof of the complete and timely fulfillment of all cooperation obligations. Further, BEO assumes no liability for any damages of the Customer based on failure to observe the backup obligation as per section 3.
6.5 BEO is liable for culpable injury to life, body or health and for other damages caused by intent or gross negligence, even if the violation of an obligation is based on corresponding culpable behavior of a legal representative or ancillary agent.
6.6 BEO is also liable for slightly negligent violation of essential contractual obligations, even by its legal representatives or ancillary agents. Essential contractual obligations are those which must be fulfilled for the proper execution of the agreement even to be possible, whose violation endangers the achievement of the purpose of the agreement and on compliance with which the Customer should be able to rely. In this regard, liability is limited to damages that are foreseeable based on the type of the product and are typical for the agreement.
6.7 Finally, BEO is liable in the event of maliciously concealed defects and assumed guarantee for the quality of the goods and in the event of claims arising from the Product Liability Act [Produkthaftungsgesetz].
6.8 Otherwise, liability of BEO is excluded.
7. Choice of law; Customer's general terms and conditions
7.1 Besides the individual agents and these general conditions of contract of BEO, only German law applies.
7.2 The Customer’s general terms and conditions do not apply to BEO, even if BEO does not expressly object
to their inclusion.
8. Place of fulfillment, jurisdiction
The place of fulfillment and jurisdiction for all disputes arising from the contractual relationship shall be the seat of BEO if the Customer is a merchant, corporate body under public law or special fund under public law or has no general domestic place of jurisdiction. German law applies to the contractual relationship.
9.1 BEO holds the copyrights to all documents, presentations, assessments, etc. prepared by BEO. Usage rights to these do not pass to the Customer. This may be agreed and paid for separately as needed.
9.2 Use of its name or reference to support from BEO in publications of the Customer requires the written permission of BEO.
9.3 The Customer guarantees that its order specifications, especially the templates provided by it, do not violate third-party rights, e.g. copyrights, trademark rights, labeling rights or personality rights. In this regard, the Customer releases BEO from the full extent of all third-party claims including the costs of legal defense and/or prosecution.