General Terms and Conditions
I. General information and Scope of Application
1. Our terms and conditions shall apply to all services we offer.
2. Our terms and conditions shall apply exclusively. Terms and conditions of the client which oppose or deviate from our terms and conditions shall not be accepted, unless we have expressly approved them. Our terms and conditions shall even apply, if we accept the order or render the agreed service in the knowledge of the client’s opposing or deviating terms and conditions, notwithstanding the fact that we fail to reject the contrary or deviating terms and conditions imposed by the client.
3. Our terms and conditions shall exclusively apply to entrepreneurs and legal entities under public law.
II. Offer, prices and terms of payment
1. We shall be bound to the prices stated in our offer or price quotation 6 weeks from the date of the offer or price quotation.
2. All prices are to be understood in EURO plus applicable VAT, if any.
3. Should any changes of the order be agreed subsequently, which oblige us to provide additional services without reaching an agreement on the adjustment in remuneration we shall be entitled to demand the usual remuneration for these additional services. If the agreed order change also leads to a reduction in our scope of services, we shall be entitled to demand the agreed pro rata remuneration less expenses saved, but at least 5 percent of the remuneration attributable to the partial services not rendered.
4. Our services shall be payable without deduction within 30 days from the date of invoice.
5. The agreed and due remuneration is to be transferred to our bank account free of charges and postage paid. In the case of accepting cheques, our entitlement for payment shall only be fulfilled when the client’s bank has paid the cheque effectively.
6. Should the order value (agreed remuneration) exceed the amount of € 10,000, we shall have the right to demand the following advance or interim payments:
1/3 of the order value upon order acceptance;
1/3 of the order value upon 50% fulfilment of the order;
1/3 of the order value upon complete provision of the service(s);
7. The customer shall only be entitled to offset and to exercise a right of retention if his counterclaims have been legally established, undisputed or acknowledged by us. In addition, the client shall only be authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
III. Obligations of the client
1. The client has to ensure that we receive all documents, information and samples required for the execution of the order in the required scope and quality, free of charge and in due time without separate request. He shall be obliged to inform us in due time and without any special request about all circumstances, which might be of importance for the execution of the contract.
2. Samples and/or test specimens containing hazardous substances have to be labelled and packed properly by the client in accordance with the Ordinance on Hazardous Substances. The customer shall be obligated to provide us gratuitously and in due time with all information on risks and handling, as well as the composition of the sample substances, if available.
IV. Copyright, content of the report
1. To the extent the reports, graphics and any other content / structures issued by us are protected by copyright, we shall grant the customer a simple user right upon acceptance and payment of the agreed remuneration. The customer shall be entitled to reproduce the copyrighted result as a whole in order to use it as intended. Changes, modifications or the creation of extracts shall not be permitted.
2. Test certificates, test reports and reports are not allowed to be forwarded, published or reproduced without our prior written consent. Their form and content have to remain unchanged and unabridged. Prerequisite for the disclosing of such certificates and reports is the indication of their source.
V. Order content and execution
1. The inspection of materials which the customer hands over to us to fulfil our order, shall not mean any transfer of ownership of the material. The owner of the sample material shall, therefore, remain the waste producer as per waste disposal regulations.
2. The client shall send us his test material carriage paid. We shall be entitled to freely use the test material for the purpose of fulfilling our order. This refers, amongst others, to the preparation and processing of the material in accordance with the relevant test specifications. In particular, we shall be entitled to store reference and retention samples of the samples prepared for testing, together with the reference samples of the material provided to us. If required, this shall serve to prove that our services have been provided as stipulated by the contract. After completion of the order, we shall be entitled to dispose of the client’s surplus material after 12 months at the client’s expense. Should the client wish us to return the test material, he is expected to inform us within 3 months after having placed the order. The return shall be at the client’s risk and expense. During the retention period we shall only be responsible for the degree of care we apply to our own affairs.
3. The scope of work required to execute the order shall be specified upon receipt of order. The orders we accept will be executed according to the acknowledged rules of technology at the time the order is accepted, and in accordance with the scientific studies and knowledge available to us.
4. Should a deadline have been agreed for the completion of the contract (analysis and transmission of a report or similar), this shall only start to lapse once we have received all documents, information and test materials required to complete the order. If down payment has to be made, the completion period shall not commence until this down payment has been received. The report shall be sent electronically in advance by e-mail or in another form. The receipt of the electronic document shall have effect on the observance of the deadline. In addition, the report shall be dispatched in paper form.
5. Should a completion date have been agreed, its compliance presupposes that we have received the documents, information and test materials required for the execution of the order no later than the date stated in our offer, otherwise at least 3 weeks in advance, together with a down payment if agreed.
6. We shall only be in default to the extent we are responsible for the delay in performing the order. Should order fulfilment be delayed by events that could not be prevented with reasonable care, e.g. force majeure, breakdown, sabotage, breakage, fire or water damage, the agreed deadline shall be extended by the duration of the impediment plus a reasonable start-up period. This shall also apply in the case of sickness of an employee entrusted with the execution of the order, provided that he or she is entrusted with a special order execution task which cannot be assumed by another employee. This impediment shall further apply in case of unforeseeable failure of a device required for the execution of the order. We shall undertake to notify the client immediately upon occurrence of such an event, without explicit request, providing information about the expected delay.
7. The client shall be liable for all damages, which are attributable to a hazardous nature of the sample material, and which he is responsible for.
VI. Test results
Test results shall be communicated to the client by means of a written, original test report and/or report, which needs to be stamped and signed, and which can be sent to the customer in advance in order to meet agreed deadlines.
1. We shall be held responsible for any culpable injury to life, body or health to the legal extent.
2. Apart from this provision, claims of the customer shall be excluded.
3. Paragraph 2 shall not apply:
- in the case of intent or gross negligence on our part;
- when we act maliciously;
- to any customer’s claims for damages, which are directed to the replacement of a damage to body or health. For any culpable injury to life, body or health, we shall be liable to the extent provided by law;
- if we have provided a warranty and the breach of duty of this warranty is caused by the damage;
- to claims under the Product Liability Act.
- 4. Our liability shall also lapse for non-contractual, unforeseeable damages.
- 5. The customer’s claim for compensation for the damage caused by delay shall be limited to 10% of the agreed purchase price in case of slight negligence on our part.
VIII. Place of Performance, Jurisdiction and Applicable Law
1. If the customer is a merchant, the exclusive place of jurisdiction for all legal disputes arising from this contractual relationship, also within the scope of a bill of exchange or cheque, shall be the court responsible for Hoehr-Grenzhausen, which is our place of business. However, we shall also be entitled to bring an action against the client at the court having jurisdiction over his place of business.
2. German law shall exclusively be applicable, excluding the laws on the International Sale of Movable Goods, even if the customer’s headquarters are abroad.
3. Should individual provisions of this contract be or become invalid in whole or in part, or should the agreement contain a contractual gap that requires to be closed, the validity of the remaining provisions shall remain unaffected.