Terms
and conditions—VAIDR system purchases

See also the German Version

1 Scope of Application

1.1 These General Terms and Conditions (“GTC”) are applicable to all contracts between TRI Thinking Research Instruments GmbH (“TRI”), located at Große Freiheit 77, 22767 Hamburg, and Traders as defined in Section 14 BGB, legal entities under public law, and special funds under public law (“Customer”) pertaining to the purchace of TRI’s systems, the granting of licenses to use associated software, hardware and software support and maintainance, and the provision of services (“Services”) associated with purchased systems.

1.2 The services provided by TRI, along with the data and results derived from their usage, are strictly designated for research and development purposes. They are not to be utilized in any other context, including but not limited to medical diagnostics.

2 Form and exclusivity

2.1 Any legally significant declarations or notifications from the customer concerning the contract must be provided in writing. For the purpose of these General Terms and Conditions, “written form” encompasses both physical documentation and electronic communication methods such as email or fax. Legal formalities prescribed by law and other evidentiary requirements, especially in cases where the legitimacy of the declarant is in question, remain unaffected.

2.2 These General Terms and Conditions hold exclusive applicability. Any differing, conflicting, or supplementary general terms and conditions, including Customers purchasing conditions, are inapplicable unless expressly agreed to in writing by TRI. Furthermore, these General Terms and Conditions remain in effect even if TRI proceeds with the contractually agreed services despite being aware of the customer’s conditions.

2.3 These General Terms and Conditions shall also govern all future transactions with the customer, provided they involve legal transactions of a related nature.

2.4 TRI reserves the right to amend these General Terms and Conditions in the future. Such changes will automatically become part of the ongoing business relationship upon their effective date unless the customer objects within a period of one month after receiving notification. TRI will explicitly inform the customer of this consequence in the notification.

2.5 Individual agreements reached with the customer in specific cases, including subsidiary agreements, additions, and modifications, shall always supersede the present Conditions. In the absence of alternative evidences, written contracts or written confirmations from TRI shall serve as the authoritative source regarding the content of such agreements.

3 Conclusion of contract

3.1 All offers are subject to change. A contract is only deemed concluded upon written confirmation of the commissioning by TRI or upon the execution of the agreed services to the customer.

3.2 Any subsidiary agreements and modifications to the agreed services must be confirmed in writing by TRI.

3.3 The content, nature and scope of the services owed by TRI arise from the respective contracts, unless otherwise agreed in individual cases.

3.4 The customer is prohibited from transferring contractual rights to third parties or authorizing them to exercise such rights without the express consent of TRI. However, § 354a HGB remains unaffected.

4 Customers obligation to cooperate

4.1 If TRI acts on behalf Customer, Customer shall, as a fundamental contractual obligation, promptly and without charge, establish all necessary prerequisites within their operational domain. Specifically, for systems under a support and/or maintenance contract with TRI, Customer must ensure a reliable and standards-compliant power supply and furnish TRI with Internet access possessing adequate stability, bandwidth (minimum 5Mbit/s upstream and downstream), and security to facilitate the provision of the owed services.

4.2 In as far as there is an active support and maintenance contract for a system bought from TRI, it is Customer’s responsibility to adequately protect their own systems connected to that system from unauthorized third-party access, particularly against cyber-attacks. In order to enhance mutual IT security, the customer shall integrate TRI’s systems into their network infrastructure in a manner that permits communication solely between the system purchased from TRI and the Internet, while preventing any communication with the customer’s other systems. If needed, TRI will provide support in this regard. Upon request from TRI, Customer will provide written confirmation of the technical implementation within their network infrastructure.

4.3 Customer will, after prior agreement, grant TRIs employees direct access to the systems purchased from TRI to them for the purposes of installation, maintenance, and repair if there is an active support and maintenance contract. Customer also grants TRI employees permanent remote access to the systems to ensure the functioning of those systems (in particular to ensure Customer’s remote access to the systems provided), as well as for purposes of maintenance and repair that do not require the personal presence of a Customer, TRI employees require (especially software updates).

4.4 Customer will promptly furnish TRI with all necessary information to facilitate the provision of the agreed services. Furthermore, they will promptly notify TRI of any events, circumstances, or changes within their knowledge that are likely to impact the provision of the agreed services.

4.5 Customer shall fulfill their cooperation obligations with care and in an appropriate manner. TRI is not obligated to verify the quality or accuracy of the customer’s contributions, nor the accuracy or completeness of the information provided by the customer. Upon TRI’s request, the customer will provide written confirmation of the accuracy and completeness of the documents submitted, as well as their oral information and explanations.

4.6 If Customer fails to fulfill their contractual cooperation obligations by the mutually agreed deadlines or within a reasonable deadline set by TRI, and if TRI informs Customer accordingly, Customer shall reimburse TRI for any additional costs incurred from the time of receipt of the notification. These costs shall be based on the remuneration rates agreed upon in the contract, or if not specified for fixed-price orders, on the current standard remuneration rates of TRI.

5 Prices and Payment

5.1 Prices communicated do not include the applicable statutory sales tax. The current TRI price list shall apply.

5.2 Unless otherwise agreed, payments for purchases and the entire contract term of associated support and maintainance contracts up to a full year are due in full on delivery of the systems. For contract extensions, payments for the extension period are due at the start of the first month of the extension.

5.3 Unless otherwise agreed, the customer is required to make payments for the agreed services to TRI within 14 days, without deductions, via bank transfer to TRI’s specified bank account as indicated in the order confirmation. The receipt of payment in TRI’s business account shall determine compliance with the deadline.

5.4 If the customer fails to make payment within the specified period as outlined in § 5 paragraph 3 sentence 1, they shall be considered in default. During the default period, interest shall accrue on the outstanding invoice amount at the applicable statutory default interest rate. TRI reserves the right to pursue further damages resulting from the delay.

5.5 The customer may only offset counterclaims that have been legally established, are undisputed, or have been acknowledged by TRI. Furthermore, the customer is only entitled to exercise a right of retention to the extent that their counterclaim arises from the same contractual relationship.

6 Term and Termination of Support and Maintenance Contracts

6.1 Unless otherwise agreed upon individually, the service period commences at the beginning of the month following the delivery of TRI systems to the customer and the installation of the associated software, including hardware if applicable.

6.2 If TRI’s systems and the associated software, including hardware if applicable, are already available to the customer due to an ongoing business relationship, the service period begins on the first day of the month following the customer’s acceptance of TRI’s new offer for purchase.

6.3 The duration of the service period is outlined in the individual contracts. The term is automatically extended by three months if not cancelled by either party until three months before its end.

This extension will continue to apply for subsequent periods unless the contract is terminated as per the aforementioned notice requirement.

6.4 In the event of automatic contract extension, billing occurs on a monthly basis. The notice period of 3 months remains unaffected.

6.5 The contract may be terminated by either party without notice for significant reasons.

6.6 Termination must be made in writing.

7 Warranty and Liability

7.1 TRI guarantees that the provided systems are free from significant defects upon delivery and throughout the duration of the contract. Additionally, they are ensured to conform to the specifications outlined in the product description.

7.2 The customer is required to inspect deliveries, including software, promptly upon delivery and installation. Any material defects, incorrect deliveries, or discrepancies in quantity must be reported immediately, but no later than one week after delivery and installation.

7.3 The customer must promptly report any hidden defects upon discovery.

7.4 If the customer fails to promptly notify TRI of a defect in the provided systems, resulting in loss of rights for either party (e.g., loss of data and productivity for the customer or potential claims against a supplier for TRI), Customer is not entitled to compensation from TRI for the defect.

7.5 TRI reserves the right to remedy the defect either through repairs, replacement delivery, or other appropriate measures. The customer is required to allow TRI a reasonable period to rectify the defect.

7.6 TRI assumes no liability for damages arising from the following reasons: (i) Unsuitable or improper use of TRI’s products, associated software, and hardware, if applicable; (ii) Incorrect assembly by Customer or third parties; (iii) Unauthorized repair attempts and modifications; (iv) Incorrect or negligent treatment; (v) Other influences beyond TRIs control, such as inadequate security measures taken by Customer to protect their data, failure to perform regular data backups, etc.

7.7 Unless otherwise specified in these General Terms and Conditions, TRI’s liability for breach of contractual and non-contractual obligations, as well as within the scope of liability for intent and gross negligence, is governed by statutory provisions. In cases of slight negligence, TRI’s liability is limited, subject to statutory limitations (e.g., care in its own affairs), to: (i) damages resulting from injury to life, body, or health, and (ii) damages resulting from the breach of a fundamental contractual obligation. A contractual obligation is fundamental if its fulfillment is necessary for the proper execution of the contract and upon which the contractual partner regularly relies. However, TRI’s liability in such cases is limited to compensation for foreseeable and contract-typical damages.

7.8 In the event of data and productivity loss suffered by the customer due to malfunction or failure of the provided systems, TRI’s liability is limited in accordance with the standard of fault outlined in § 7 paragraph 6 sentence 1. Regardless, TRI’s liability for such losses is capped at e 10,000.00 per quarter. Customer must prove the value of damages incurred. An occurrence of damage grants either party the right to immediate extraordinary termination of the contract. Should a justified extraordinary termination occur, the customer will receive a prorated refund of the prepaid rent based on the remaining term, and they must promptly return the provided systems to TRI.

8 Confidentiality

8.1 During and after the collaboration, both the customer and TRI agree to maintain confidentiality regarding all business secrets of the other party that they become aware of during the term of the collaboration. This includes, in particular, the respective contractual conditions, such as the purchase price.

8.2 Furthermore, both the customer and TRI commit to maintaining confidentiality regarding other operational processes and business transactions they become aware of during the contract term, regardless of whether they qualify as business secrets. This obligation is in addition to any special confidentiality agreements and legal regulations concerning the protection of secrets, which remain unaffected.

8.3 TRI reserves the right to use the customer’s name as a reference to third parties. However, the customer may object to this.

9 Granting of rights, copyrights

9.1 For a fee, Customer is granted a non-exclusive, non-transferable, and perpetual right to use the software installed on the systems, and associated documentation. It is prohibited for the customer to make changes to TRI software.

9.2 TRI retains sole ownership of all rights, intellectual property rights, and claims associated with the agreed services.

9.3 TRI does not confer upon Customer any rights to patents, copyrights, trade secrets, trademarks, or any other rights related to the components of the Services.

10 Data Protection

10.1 All processing of the customer’s personal data occurs within the framework of contract processing in compliance with the regulations outlined in the EU General Data Protection Regulation (GDPR) and the statutory data protection provisions of the Federal Data Protection Act (BDSG).

10.2 Further information and explanations on the handling of the customer’s data as well as the type, scope and purpose of the collection and use of personal data are available on our website www.vaidr.de/datenschutz/ .

11 Concluding provisions

11.1 The laws of the Federal Republic of Germany govern these General Terms and Conditions as well as all other legal relationships between TRI and Customer, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods.

11.2 The place of performance and exclusive place of jurisdiction for all legal disputes between TRI and the customer arising from or in connection with this contract is TRI’s registered office in Hamburg, Germany.

11.3 If any provision of these General Terms and Conditions is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The same applies if these General Terms and Conditions contain a gap. In place of the ineffective or unenforceable provision, or to fill the gap, a provision shall be deemed to be agreed upon which is suitable for achieving the economic purpose of the omitted provision as far as possible.

11.4 Unless agreed otherwise, the German version of these GTC, available here, is authoritative and this English translation is provided only for convenience.

Effective date: January 2025