General Terms and Conditions

General Terms and Conditions of Service

  1. Scope of application
  • The following General Terms and Conditions shall apply to all research and development projects contracted to NEXTREAT Laboratories Kft (hereinafter “NEXTREAT”). Contrary, or additional terms requested by the Sponsor shall not form part of the contract without the prior written consent of NEXTREAT.
  1. Confidentiality
  • NEXTREAT shall hold all matters relating to this agreement in the strictest confidence between itself and Sponsor.
  1. Period of performance
  • Where the offer or the research and development contract includes a period of performance or deadlines, these shall only be deemed to be binding after express acknowledgement by NEXTREAT.
  1. Liability
    • Sponsor recognises that NEXTREAT has not participated in the manufacture of the test article supplied by Sponsor and that NEXTREAT’s sole responsibility is to test the test article in accordance with the protocol and this agreement.
    • In no event shall NEXTREAT be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by the sponsor or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages.
    • NEXTREAT’s sole responsibility and obligation is to perform the study in accordance with this agreement, the protocol and its amendments. NEXTREAT does not guarantee or represent that the results of the study shall enable Sponsor to market or to otherwise exploit the test article(s). However, NEXTREAT warrants that it shall take all reasonable measures to ensure that the study shall be conducted in accordance with the government or regulatory standards applicable at the time of signature of this agreement.
    • No amendment to this agreement shall be valid unless the same shall be in writing and agreed to by NEXTREAT and Sponsor.
  2. Payment
    • Payment is due according to the agreed payment schedule. The schedule of billing is shown on each Quotation.
    • VAT shall be added to the fee in each case, if applicable.
    • NEXTREAT shall immediately notify the Sponsor if it foresees that the result intended by the research and development contract cannot be achieved at the agreed fee. NEXTREAT shall propose an adjustment of the fee to the Sponsor.
    • All amounts not paid by the Sponsor/Customer when due will accrue interest from the applicable due date until paid, at the highest rate permitted under Applicable Law. NEXTREAT Laboratories may also elect to cease or suspend any work on the Services, or withhold required reports or other deliverables if the Sponsor/Customer does not make payments when due and payable.
    • Partial payments and/or the invoicing of an interest rate and/or any other financial/legal actions by NEXTREAT Laboratories which might be necessary to collect the outstanding debt(s), does not constitute any right to dismiss further financial/legal actions by NEXTREAT Laboratories until the full amount of debt and the accrued interest rates are settled.
  3. Patents and Inventions
  • Any inventions and/or techniques specifically developed and paid for by NEXTREAT shall remain NEXTREAT’s exclusive property.  However, NEXTREAT recognises the ownership by Sponsor of the entire, right, title, interest in and to any inventions developed directly for the work to be performed under the terms of this agreement or which depend upon any confidential matters made available to NEXTREAT by Sponsor  for the purpose of the agreement.
  1. Publication, advertising
    • The Sponsor shall be entitled to publish the result of the research and development including identification of the author or NEXTREAT involved only after prior consultation of NEXTREAT.
    • Publications by NEXTREAT relating to the purpose of application on which the contract is based and for which the Sponsor has been granted an exclusive licence shall only be made after receiving written approval from the Sponsor in due time prior to publication.
  2. Termination
    • Should no essential progress in work have been achieved within a significant period of performance then each contracting party shall be entitled to terminate the contract with one month notice to the end of a calendar month. However, termination is excluded within a six months period since the beginning of the contract.
    • Each contracting party shall be entitled to terminate the contract with immediate effect for good cause.
    • Upon termination NEXTREAT shall submit within four weeks the result of the research and development achieved until expiry of the period of notice. The Sponsor shall be obliged to compensate NEXTREAT for costs incurred up to the expiry of the period of notice.
  3. Force Majeure
    • Except with respect to the payment of any amount due hereunder, neither party will be in default of any obligation to the extent that the performance of such obligation is prevented or delayed by fire, flood, earthquake, hurricane, explosion, disease, contamination, pandemic/ epidemic, strike, acts of terrorism, war, insurrection, embargo, government requirement, civil or military authority, animal activism or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party.
  1. Miscellaneous
    • Amendments and supplements hereto must be made in writing.
    • Should one or more provisions of these General Terms and Conditions be or become fully or partially void then the validity of the remaining provisions shall remain unaffected. The same shall apply in the case of a gap in the provisions of these General Terms and Conditions.