General Terms and Conditions

General Terms and Conditions of Campus Technologies Freiburg – Gesellschaft zur Förderung der Forschung der Albert-Ludwigs-Universität und des Universitätsklinikums Freiburg mbH

Status: January 16, 2026

§ 1 Scope of Application

1.1 The General Terms and Conditions (GTC) of Campus Technologies Freiburg – Gesellschaft zur Förderung der Forschung der Albert-Ludwigs-Universität und des Universitätsklinikums Freiburg mbH (hereinafter: “CTF”) apply to all offers, orders, deliveries, services, contracts for work, and all other services provided by CTF in its own name or on behalf of third parties. Excluded are offers, orders, and services from the business area as a patent exploitation agency (see mandate conditions).

1.2 Conflicting or deviating general terms and conditions of our clients shall not apply, even if we do not object to them. Unreserved acceptance of the order or execution of the order does not make them part of the contract.

§ 2 Offers and Contract Conclusion; Subject Matter of Our Services

2.1 Our offers are non-binding and valid for a period of 30 days unless expressly stated otherwise.

2.2 By placing the order, the client submits a binding contractual offer, which we may accept within 14 days. Acceptance of the client’s contractual offer may be declared in writing/electronically (e.g., by order confirmation) or by delivery of the goods/service to the client.

2.3 The scope and subject matter of our services are determined by the order confirmation.

§ 3 Client’s Cooperation Obligations

3.1 The client shall provide CTF with the information necessary for the execution of the order upon request.

3.2 The client and CTF shall each designate at least one contact person for the duration of the project who is available for questions during the project period.

3.3 If the client fails to fulfill or fully fulfill its cooperation obligations, CTF is entitled to refuse performance until the client has complied. This applies in particular if the information provided by the client is incorrect or incomplete.

§ 4 Reference

CTF is entitled to use the name or company of the client for its own advertising purposes (with references). The client may object to this at any time with effect for the future.

§ 5 Prices; Remuneration

Our prices for services and deliveries are ex works plus statutory value-added tax and, if applicable, transport insurance, packaging, shipping. For export deliveries, additional customs duties, foreign currency fees, public levies, and other export-related fees may arise; these additional costs are to be borne by the recipient and vary depending on the destination country and type of delivery.

§ 6 Prohibition of Set-off and Assignment

6.1 The client has a right of retention and set-off only to the extent that its counterclaims have been legally established, acknowledged by us, or are based on claims in the reciprocal relationship with our claims.

6.2 The client is not entitled to assign claims arising from the contract concluded with us to third parties.

§ 7 Warranty; No Guarantee for Funding; Limitation Period

7.1 The execution of orders is carried out according to the current state of science, technology, and information, as well as to the best knowledge and conscience of the employees and auxiliaries obligated to provide the contractually agreed service.

7.2 The client’s warranty claims are limited to the right of subsequent performance. If subsequent performance fails, the client may, at its option, demand a reduction of the remuneration (abatement) or withdraw from the contract.

7.3 The client is obligated to notify the contractor immediately after delivery or creation or occurrence of the defect of any obvious defects in the agreed service with a detailed description of the defect to enable subsequent performance.

7.4 In the case of digital contract objects (data/results of all kinds, incl. video/image materials, annotations, measurement data, etc.): If the client makes changes to the original data sets provided by us without our prior written consent, CTF assumes no warranty for defects resulting from changes made by the client. In this case, the client bears the burden of proof that the defects would have existed without the changes made by the client.

7.5 In the case of biological, chemical, biochemical, and pharmacological substances as contract objects:

7.5.1 The substances are produced by departments of the University Medical Center Freiburg or Albert-Ludwigs-University Freiburg according to the current state of science and technology and provided via suitable transport routes compliant with legal requirements.

7.5.2 The contractor assumes no warranty for the suitability, functionality, or specific properties of the delivered samples. The samples are provided in their “as is” condition exclusively for research and development purposes and are not intended for diagnostic or therapeutic use in humans. The client is obligated to independently verify the suitability of the samples for the intended purpose.

7.6 In the case of service and consulting services as contract objects:

7.6.1 CTF assumes liability for decisions made on this basis, resulting disadvantages, and/or business interruptions of its business partners only if gross negligence or intent can be proven. Liability of CTF for slightly negligent damage is limited to the foreseeable, contract-typical damage.

7.6.2 The services and information provided do not claim to be complete or correct. The client is obligated to carefully check the received information and recommendations before use and to decide responsibly whether and how to implement them.

7.7 CTF or its suppliers will inform the client of essential steps in the performance and point out possible risks.

7.8 If the client applies for funding to finance the order, this is solely the client’s responsibility. We assume no warranty that applied-for funding will be approved or provided.

7.9 The general limitation period for claims due to material and legal defects, except for damages claims, is 12 months from the provision of the services, or in the case of a contract for work, from acceptance.

§ 8 Confidentiality; Data Protection

8.1 Both parties undertake to treat received information strictly confidentially and to use it exclusively for the project collaboration. This obligation also applies to employees or commissioned third parties who shall only receive access to the information to the extent necessary.

8.2 The confidentiality obligation does not apply to information that: a) was already known prior to disclosure, b) is or becomes publicly accessible, c) is made accessible by authorized third parties, d) was developed independently, e) must be disclosed due to statutory obligations. The burden of proof for these exceptions lies with the recipient of the information.

8.3 The contractor acts in close cooperation with Albert-Ludwigs-University Freiburg and University Medical Center Freiburg and undertakes, unless otherwise stipulated, to comply with the applicable data protection regulations of the University or the University Medical Center when processing and using personal data.

8.4 The release of data from the University or University Medical Center as a contract object is handled directly through the appropriately authorized offices of the University or University Medical Center as fulfillment auxiliaries of CTF. CTF thus has no access to this data at any time.

§ 9 Transfer of Intellectual Property Rights; Usage Rights to Data

9.1 All intellectual property rights arising at the client, including but not limited to copyrights, patent rights, trademark rights, and other protective rights arising from the use of the contract object, are transferred unrestrictedly to the client insofar as statutory provisions do not preclude this. This provision does not apply if deviating agreements on the transfer or use of intellectual property rights have been made in existing cooperation or framework agreements between the parties. In this case, the provisions of the more specific contracts take precedence.

9.2 For anonymized patient data:

9.2.1 Unless otherwise stipulated, the client receives a simple, non-exclusive, non-sublicensable, territorially unlimited, temporally limited to a maximum of five years, non-transferable usage right to the provided patient data.

9.2.2 If the client needs to provide the data to further subcontractors, partners, or other third parties for processing and use, the client must first obtain the contractor’s consent for this transfer. The contractor must be provided with a current list of the processing companies/offices for this purpose.

9.2.3 Provided data are subject to purpose binding due to their nature for use within a clearly defined framework specified in the order. Use for further purposes outside the order framework is not permitted.

9.3 For other data within the framework of our service services:

9.3.1 Unless otherwise stipulated, the client receives a simple, non-exclusive, sublicensable, territorially unlimited, temporally unlimited, non-transferable usage right to the provided data.

9.3.2 If the client needs to provide the data to further subcontractors, partners, or other third parties for processing and use, the client must first obtain the contractor’s consent for this transfer. The contractor must be provided with a current list of the processing companies/offices for this purpose.

§ 10 Liability

10.1 We are liable for culpable breach of our material contractual duties in accordance with statutory provisions. Material contractual duties are those that shape the typical contract purpose, whose fulfillment enables the proper execution of the contract in the first place, and on whose compliance the contractual partner may regularly rely. Unless gross negligence or intent is attributable to us, we are liable only for the typically occurring, foreseeable damage.

10.2 In all other cases, we are liable if damage is caused intentionally or grossly negligently by us or one of our fulfillment auxiliaries. In the event of assumption of a guarantee and for damages from injury to life, body, or health, we are liable in accordance with statutory provisions. Otherwise, claims for damages for breach of duty against us are excluded.

10.3 For the sale of biological, chemical, biochemical, and pharmacological substances: The client is solely responsible for the proper handling, storage, and use of the samples as well as compliance with all applicable statutory provisions and safety regulations. The contractor is not liable for damages arising from improper use or handling of the samples. With the purchase, the client agrees to indemnify the contractor from any third-party claims that may arise from the use of the samples. In the event of gross negligence or intent, CTF is liable in accordance with statutory provisions; in the event of slight negligence, liability is limited to the value of the contract object.

10.4 Liability under the Product Liability Act remains unaffected.

10.5 Damage claims under the preceding sections 10.1 to 10.3 become statute-barred within the statutory periods.

10.6 The foregoing exclusions and limitations of liability also apply in favor of the organs, legal representatives, employees, and other fulfillment auxiliaries of CTF.

§ 11 General Section

Changes and additions to these general terms and conditions require written form. Written declarations must be signed by hand by the authorized persons and sent to the other party as an original or copy. If parts of this contract are invalid or unenforceable, the validity of the remaining provisions remains unaffected. Invalid or unenforceable provisions shall be replaced by provisions that come as close as possible to the original economic purpose.

§ 12 Place of Jurisdiction and Performance; Applicable Law

12.1 Place of performance, also for subsequent performance, is Freiburg im Breisgau.

12.2 If it is a company (§ 14 BGB), a legal entity under public law, or public-law special fund: The place of jurisdiction for all disputes arising from or in connection with the contractual relationship with the client is Freiburg im Breisgau. We reserve the right to sue the client at its general place of jurisdiction.

12.3 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).