GENERAL TERMS AND CONDITIONS
1. GENERAL PROVISIONS
1.1. These General Terms and Conditions shall apply to all offers made by FIDELIS RESEARCH as well as contracts/deals concluded between FIDELIS RESEARCH and its CLIENTS in connection with the products and services offered by FIDELIS RESEARCH, unless their application is expressly excluded by a written agreement.
1.2. These General Terms and Conditions shall apply as from the earliest of: 1. an offer from FIDELIS RESEARCH; 2. requesting a product/service from the CLIENT; 3. the conclusion of an individual written agreement which does not expressly preclude the application of these General Terms and Conditions ; 4. the occurrence of another relevant circumstance. For the avoidance of doubt, these General Terms and Conditions shall be deemed to have effect no later than the handover of the product/service.
1.3. If certain clauses of these General Terms and Conditions become wholly or partially invalid, their invalidity shall not affect the validity of the other clauses or their binding force. The parties will renegotiate, with goodwill, the terms of each invalid clause, and if it is impossible to reach an agreement, the clause will be replaced legally by the relevant imperative rule.
2. OFFERS AND ORDERS
2.1. All offers made by FIDELIS RESEARCH are binding until the deadline set in them. The CLIENT has no right to offer to third parties the offer addressed to it. Any verbal arrangements, including those between the CLIENT and FIDELIS RESEARCH employees, shall be effective upon their duly acknowledged written approval, by FIDELIS RESEARCH as well as written and full execution of proposal, letter of intent, agreement etc.
2.2. An order/request made by the CLIENT becomes binding for FIDELIS RESEARCH only if it is done in writing, with explicit reference to the product/service by type and quantity and confirmed by FIDELIS RESEARCH in writing or by delivery in accordance with the order.
2.3. Any offer made by FIDELS to the CLIENT is considered accepted and binds the CLIENT in the presence of any form of acceptance, including through verbal confirmation or other actions of the CLIENT.
2.4. Any offer will be for the collection services and not for the materials and related data themselves.
3.1. The quantity of delivery is determined according to the order/request confirmed by FIDELIS RESEARCH and in case that the quantity of delivery is not specified in the order/request, FIDELIS RESEARCH has the right to determine it, according to the usual commercial practice and the needs of the CLIENT. FIDELIS RESEARCH has the right to make partial deliveries in a reasonable volume without being considered in default on its obligations.
3.2. If the delivery of the products is organized by FIDELIS RESEARCH, the CLIENT shall pay FIDELIS RESEARCH all related costs. The amounts indicated in the offers for the cost of packing and transporting the product are not final but indicative. FIDELIS RESEARCH shall give the closest possible cost values to the usual real cost values. The CLIENT is obliged to pay FIDELIS RESEARCH the actual costs incurred in connection with the delivery of the placed order without any mark up, unless a fixed amount payable for delivery is otherwise agreed by the parties.
3.3. The risk of accidental loss or damage to the products, and the risk of any costs that may arise in connection with the products, including costs for their storage shall be transferred to the CLIENT at the agreed time for the handover of the goods to the CLIENT or to a courier, carrier or forwarder for delivery to the CLIENT. A bilaterally signed dispatch note, acceptance protocol or other written document of equal importance shall certify the completed handover to the CLIENT. The handover to a courier, carrier or forwarder for delivery to the CLIENT shall be certified with the relevant transport document. FIDELIS RESEARCH is under no obligation to notify the CLIENT that the products are ready for delivery. FIDELIS RESEARCH shall not be liable for damage or loss of the products from the moment of their delivery to the courier, freight forwarder or the CLIENT.
3.4. Acceptance of the products by the CLIENT, certifies the approval by the CLIENT of the quantity, packing and loading of the product. The CLIENT agrees that FIDELIS RESEARCH has no obligation to ensure the cargo/product including conclude transport insurance.
3.5. The CLIENT undertakes to assist FIDELIS RESEARCH in connection with the delivery and to inform FIDELIS RESEARCH in due time of circumstances that may impede the delivery but not less than 48 hrs before shipment.
3.6. The use, treatment and processing of the products by the CLIENT is at CLIENT’s own risk. FIDELIS RESEARCH is not responsible for the conformity of the delivered products with the purposes for which the CLIENT intends to use them, nor for damages of any nature, which may arise as a result of the processing, treatment or use of the products in the broad sense. The CLIENT undertakes to check the conformity of the products with the intended use .In case the delivered products are of a nature, which poses a danger to the persons who process them, the CLIENT is obliged to treat the products with the necessary safety. FIDELIS RESEARCH shall not be liable if a CLIENT employee is injured in the processing of the product because of insufficient care in the processing.
3.7. FIDELIS RESEARCH is not responsible for failure in a broad sense caused by force majeure (force majeure, accidental event or other circumstances beyond the control of FIDELIS RESEARCH.). Under force majeure event client has no right to cancel or refuse acceptance of deliveries effected by the delay. If, due to force majeure, any delivery is delayed more than 2 (two) months after the deadline, FIDELIS RESEARCH is entitled at its own discretion, immediately upon expiration of the term or later, to terminate the contract or refuse to perform specific order by a notice with immediate effect. If, due to force majeure, any delivery is delayed more than 2 (two) months after the deadline, the CLIENT is entitled to give FIDELIS RESEARCH a reasonable time for performance, after which, in the case of non-performance, the CLIENT is entitled to refuse request and/or terminate the contract by a notice with immediate effect.
3.8. In case of a guilty delivery delay, the CLIENT shall give FIDELIS RESEARCH an additional period with a written notice, after which, in the absence of performance, the CLIENT shall have the right to refuse the order by a notice with immediate effect. The additional time limit may not be less than the delivery time.
3.9. The ownership of the products is transferred to the CLIENT with full payment of all amounts due by the CLIENT in view of his business relationship with FIDELIS RESEARCH.
The CLIENT is not entitled to refuse to pay for accepted products, by proposing their return to FIDELIS RESEARCH.
3.10. Upon termination of the contract or withdrawal of the request by the CLIENT, the latter owes to FIDELIS RESEARCH all the amounts due for the work performed so far and the expenses incurred, as well as the amounts for the services already planned and started. In case the CLIENT withdrawals of the request and/or terminates the contract without notice, the latter owes FIDELIS RESEARCH a penalty payment of 5% of the value of the canceled order/terminated contract.
4. PRICES AND PAYMENT
4.1. The CLIENT shall pay FIDELIS RESEARCH the deliveries at prices in force at the due date of the invoice. The CLIENT agrees that FIDELIS RESEARCH may unilaterally increase the declared prices of the product, as the change being effective immediately after notification. In case of disagreement with the increase, the CLIENT has the right to terminate the contract with one month's notice.
4.2. Any increase in costs related to the performance of the contract arising after its conclusion, including expenses for transportation, customs duties, taxes and other public receivables, shall be at the expense of the CLIENT.
4.3. Payments shall be made within thirty (30) days from the invoice issue date, unless otherwise agreed. If another term is agreed, it shall be noted on the invoice. The payment pays off the expenses first, then - the legal interest and finally - the principal. If the payment statement is not clearly stated, the payment repays the obligations in the order they arise.
4.4. FIDELIS RESEARCH invoices separately or on a separate line all shipping costs, duties and other indirect costs incurred in the course of performing the services, where applicable, plus VAT, regardless of the terms of payment for the delivery price itself. The CLIENT is obliged to pay them immediately without deduction.
5.1. The CLIENT may submit claims for loss or other obvious defects in writing upon receipt of the products. Otherwise, the products are considered accepted. In case of timely, accurate and justified defect claim, FIDELIS RESEARCH may at its own discretion replace the defective goods, supplement the delivery with the missing goods, compensate the CLIENT for the defects or make a discount on the price of the goods. In case of timely, accurate and justified complaint for defects, FIDELIS RESEARCH may at its discretion replace the defective products, to supplement the delivery with the missing products, to compensate the CLIENT for the defects or to make a discount on the price of the products.
5.2. In case of implicit flaws, the CLIENT is entitled to return the products within 15 (fifteen) days.
6.1. FIDELIS RESEARCH shall only be liable for damages caused intentionally or by gross negligence in breach of an essential contractual obligation. FIDELIS RESEARCH is only liable for direct damage caused by delivery. In the event of delay delivery, FIDELIS RESEARCH' liability may not exceed 5% (five percent) of the delivery value according to the invoice issued.
6.2. FIDELIS RESEARCH shall not be liable for the failure of the courier, carrier or freight forwarder or their subcontractors, whether they are engaged by FIDELIS RESEARCH. The responsibility for subcontracting is limited to the careful selection of the latter.
6.3. FIDELIS RESEARCH shall not be liable for delayed acceptance or unjustified refusal to accept products from the CLIENT. In case of delayed acceptance or unjustified refusal to accept products, FIDELIS RESEARCH has the right to refuse in whole or in part deliveries, in connection with the contract concerned and under other legal relations with the CLIENT and/or to terminate the contract without notice. In case of delayed acceptance and/or unjustified refusal to accept products the CLIENT shall not be released from his/her obligation to pay. The CLIENT shall pay FIDELIS RESEARCH all costs arising from the unjustified refusal and/or delay in accepting the products, including but not limited to the cost of their storage and transport costs of delivery.
6.4. CLIENT may not offset its own claims against the claims of FIDELIS RESEARCH, unless they are confirmed by a court or expressly recognized by FIDELIS RESEARCH.
6.5. In case of late payment, the CLIENT owes FIDELIS RESEARCH the statutory interest for late payment on the value of the outstanding debt. This does not deprive FIDELIS RESEARCH of the right to claim real damages in excess of the statutory interest rate. The CLIENT also pays for all expenses related to out of court and/or court collection of the debts. Payments made in cash to FIDELIS RESEARCH representatives are only extinguished when the representative in question has explicit powers to receive payments. Payment is not considered done until it is at the disposal of FIDELIS RESEARCH. In case of late payment, FIDELIS RESEARCH shall have the right to terminate with immediate effect notice all preferential terms in favor of the CLIENT, if agreed, including trade discounts, deferred payment and others.
6.6. In case of delay of the CLIENT for payment or if circumstances, questioning the solvency of CLIENT become known, FIDELIS RESEARCH shall have the right with immediate effect notice to declare all the CLIENT's debt immediately due and at its own discretion: Terminate the contract; or to refuse in whole or in part deliveries in favor of the CLIENT, in connection with the contract in question and under other legal relations with the CLIENT, as well as to demand advance payment of the deliveries.
6.7. All materials and data delivered by FIDELIS RESEARCH may be used by the CLIENT for scientific research purposes only, with the scope of the scientific research purpose being specified to varying degrees in informed consent and applicable law. It is the CLIENT's responsibility to be informed and follow these purposes.
6.8 The materials and related data themselves have been collected in accordance with all legal and ethical standards, after approval by the relevant ethics committee.
7. PROCESSING AND PROTECTION OF PERSONAL DATA
7.1. For the purposes of these Terms and Conditions:
(1) "Personal data" means any information relating to an individual, which is identified or can be identified, directly or indirectly, by an identification number or by one or more specific indications relating to its physical, physiological, psychological, mental, economic, cultural or social identity.
(2) "Processing of personal data" is any action or set of actions that may be performed in relation to personal data by automatic or other means, such as collecting, recording, organizing, storing, adapting or modifying, restoring, consulting, using, disclosing by transmission, dissemination, providing, updating or combining, blocking, deleting or destroying.
(3) "Processing purposes" specific, relevant, explicit and legitimate purposes in establishing and implementing the relationships between the parties in connection with conducting scientific research, as well as in other cases provided by law.
7.2. In the event of personal data being filed with FIDELIS RESEARCH during the implementation of a contract and/or order/request, the latter is obliged to immediately cease processing of personal data, to carry out its elaborated and validated data erasure policies and destroy all copies of documents with indelible data, unless compliance with legal requirements is required to continue processing these data. In the latter case, FIDELIS RESEARCH is obliged to inform the CLIENT about it.
7.3. In fulfilling their obligations under a contract, order or request, both FIDELIS RESEARCH and CLIENT undertake to comply with the relevant GDPR requirements, current applicable European and national legislation, guidelines and documents issued by the respective data protection supervisory authorities, etc.
7.4. Both FIDELIS RESEARCH and CLIENT are obligated:
(1) not to disclose to third parties the processed personal data, except in compliance with the requirements of the law or at the request of a state authority in the cases provided for by the law. In such cases, each party is obliged to notify the other before the disclosure, and when this is impossible, immediately after the disclosure of personal data, unless it is legally entitled to do so, or if the disclosure is made by order of the other party.
(2) to implement all necessary technical and organizational measures taking into account all possible risks to the processing of personal data in order to ensure the security and confidentiality of the processed personal data and to protect the processed personal data against accidental or unlawful processing, destruction, loss, alteration, unauthorized disclosure or access.
7.5. FIDELIS RESEARCH and the CLIENT has full responsibility for fulfilling the obligations to protect personal data in the implementation of any contract signed between them and any request that they are party of, including the implementation of the obligations of persons involved on his part with data processing and/or of the data processor to which the processing has been reassigned.
8. OTHER PROVISIONS
8.1. Under the signed contracts and/or confirmed requests, FIDELIS RESEARCH does not grant the CLIENT the right to use the intellectual property rights it owns. For the purposes of these General Terms and Conditions, an "intellectual property right" means: patents, trademarks, trade names, service marks, domain names, copyrights, design rights, topographical rights, and any rights or forms of protection of a similar nature or having an identical or similar effect on them that are valid anywhere in the world, whether registered, including applications for their registration.
8.2. FIDESLIS does not grant the CLIENT the right to use its own know-how without express written consent to that effect. For the purposes of these General Terms and Conditions, "know-how" means: all technical and other information that is not publicly available (except for breach of obligation of confidentiality) including, but not limited to, information containing or relating to concepts, discoveries, designs, formulas, ideas, inventions, methods, models, procedures, trial and test designs and results of experiments and research, processes, specifications and techniques, laboratory records, clinical data, production data and information contained in documents submitted to regulatory authorities, whether protected by intellectual property rights or submitted applications for such rights
8.3. The CLIENT is obliged, when publishing the results obtained as a result of processing of services/products supplied by FIDELIS RESEARCH, to indicate that FIDELIS RESEARCH participated in the process by supplying those products/materials.
8.4. Both FIDELIS RESEARCH and the CLIENT undertakes to treat Confidential Information to the other Party as strictly confidential and not to disclose it to third parties except in cases where Disclosure is required by Competent Authorities or by law. The Party which must make the disclosure shall inform the other within a reasonable time before the actual disclosure of the information, the disclosure requirement and the nature of the information required.
8.5. In the cases of termination of contract covered by these General Terms and Conditions, the termination shall take effect in advance and shall not affect the products accepted by the CLIENT prior to the date of receipt of the notice.
8.6. Neither Party assigns these Terms and Conditions without the prior written consent of the other Party.
8.7. All disputes that could arise by the implementation of these terms shall be settled before a court of competent jurisdiction in the city of Sofia.
8.8. For issues not settled in these General Terms and Conditions, the applicable Bulgarian civil and commercial legislation shall apply.