Terms & Condition

General Terms and Conditions

for the provision of work services by Victory Enzymes GmbH, Daimlerstrasse 12, 61352 Bad Homburg, Email: [email protected] (hereinafter “Contractor”) to its customers (hereinafter “Client”)

1. General Provisions

1.1 These General Terms and Conditions (T&C) for the provision of work services apply to contracts concluded between the Client and the Contractor under incorporation of these T&C.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 The Contractor is entitled to assign the required services to subcontractors in its own name and for its own account, who in turn may also engage subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be engaged if it is apparent to the Contractor that their engagement would conflict with legitimate interests of the Client.

1.4 If, in addition to these T&C, other contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of these additional contractual documents shall take precedence over these T&C in case of contradiction.

1.5 Deviating terms and conditions used by the Client are not recognized by the Contractor – subject to express consent.

2. Subject Matter of Contract and Scope of Services

2.1 The Contractor commits to producing the following work: The development, production, processing, packaging, and distribution of enzyme preparations (including but not limited to enzyme preparations for animal feed and other industrial enzyme preparations), as well as technical development and technical service in the field of enzyme preparations.

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The completion date and the modalities for making the work available shall be regulated by individual contract. The Contractor must provide the commissioned service ready for acceptance and free of defects by the agreed date. If timely completion of the work is not possible, the Contractor must immediately inform the Client of the reasons for the delay.

2.4 The Contractor is obligated to provide the contractually owed services. However, in carrying out its activities, it is not subject to any instructions regarding the manner of providing its services, the location of service provision, or the time of service provision. Nevertheless, when scheduling working days and allocating time on these days, the Contractor will determine these in such a way as to achieve optimal efficiency in its activities and in realizing the subject matter of this contract. The provision of services by the Contractor is carried out only in coordination and consultation with the Client.

2.5 The Contractor is entitled to engage additional agents for contract fulfillment. The Contractor is responsible for the services of these agents as if they were its own services.

2.6 This contract is a contract for work and services (Werkvertrag), therefore the provisions of §§ 631 et seq. of the German Civil Code (BGB) apply additionally.

3. Client’s Obligations to Cooperate

It is incumbent upon the Client to provide complete and correct information, data, and other content that must be made available for the purpose of service fulfillment. The Contractor is not responsible to the Client in any respect for delays and late performance that arise due to delayed and necessary cooperation or contribution by the Client; the provisions under the heading “Liability/Indemnification” remain unaffected by this.

4. Remuneration

The remuneration shall be agreed upon by individual contract and shall generally become due after acceptance of the work and must be paid within 14 days after receipt of invoice by the Client.

5. Acceptance

After completion of the work, the Contractor will request acceptance from the Client. The Client will then verify whether the work complies with the contract and has no significant defects. Client and Contractor will document the acceptance in an acceptance protocol.

6. Warranty

The statutory warranty rights apply.

7. Retention of Title

The work remains the property of the Contractor until the remuneration has been paid in full.

8. Liability

8.1 The Contractor shall be liable without limitation for any legal reason in cases of intent or gross negligence, for intentional or negligent injury to life, body, or health, based on a guarantee promise unless otherwise regulated in this respect, or based on mandatory liability (e.g., under Product Liability Act). If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies pursuant to the preceding sentence. Material contractual obligations are obligations imposed on the Contractor by the contract according to its content for the achievement of the contract purpose, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the Customer may regularly rely. In all other respects, liability of the Contractor is excluded. The above liability provisions also apply with regard to the Contractor’s liability for its agents and legal representatives.

8.2 The Client shall indemnify the Contractor against any claims by third parties that are asserted against the Contractor due to violations by the Client of these contractual terms or applicable law.

9. Data Protection and Confidentiality

9.1 The Contractor shall treat all matters that come to its knowledge in connection with the assignment with strict confidentiality. The Contractor undertakes to impose the obligation of confidentiality on all employees and/or third parties who have access to the contractual information. The confidentiality obligation shall apply indefinitely beyond the duration of this contract.

9.2 The Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act – when carrying out the assignment.

10. Final Provisions

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

10.2 Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining Terms and Conditions.

10.3 The Client shall support the Contractor in providing its contractual services through appropriate cooperative actions as necessary. In particular, the Client shall provide the Contractor with the information and data required for fulfilling the assignment.

10.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or if the Client does not have a general place of jurisdiction in Germany, the parties agree that the registered office of the Contractor shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected by this.

10.5 The Contractor is entitled to modify these Terms and Conditions for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) with reasonable notice. Existing customers will be notified of such changes by email no later than two weeks before they take effect. If the existing customer does not object within the period specified in the notification of change, their consent to the change shall be deemed granted. If they object, the changes will not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily at the time the change would have taken effect. The notification regarding the intended change to these Terms and Conditions will indicate the period for objection and the consequences of objecting or failing to object.