General business terms for inspection, consulting and

analysis

1. General

a.    Our General Business Terms (GBT) apply exclusively to our inspection, consulting and analysis work (services); any terms which deviate from or are contrary to our GBT are not recognized by us unless we approved of their validity explicitly in writing. Our GBT will also apply where we accept the order while being aware of terms by the customer that are contrary to or deviate from our GBT and render our service without any conditions.

b.    All agreements between us and the customer for the performance of the present contract, including ancillary verbal agreements, are to be set out in writing.

c.    Our GBT will also apply to any future business with the customer.

2. Performance of Inspection, Consulting and Analysis Work

a.    We will perform our inspection, consulting and analysis work (services) with due care, taking into  account the specific instructions of the customer to be confirmed by us. Where the customer does not provide instructions, the terms of our order documents and specification sheets, the relevant business customs and such procedures we deem expedient for performance of the order for technical, business organizational or economic reasons will apply primarily to our services. We are not obligated to refer to values or facts or to report on such that are outside of the customer-specific instructions or our inspection parameters.

b.    Our inspection reports are based on the results of the inspection and analysis processes which were applied taking the customer’s requests into account and/or the evaluation of such results which we believe must be taken into consideration on the basis of the existing technical standards and business customs.

c.    Inspection reports which concern the inspection of samples will make a statement exclusively on the inspected samples and the facts determined at the time of the inspection, taking the specific instructions given by the customer into account. The results of these inspection reports are not relevant and valid for the rest of the batch extracted from the sample.

d.    Our inspection reports will be provided to the customer in a written and signed copy or in accordance with a written agreement, as well as in an electronic format. Inspection reports prepared electronically will accordingly be valid without a signature.

e.    We have the right to delegate all or part of the ordered services to a subcontractor. The customer simultaneously authorizes us to disclose the necessary information to the subcontractor for performance of the services to be delegated.

f.     Unless otherwise agreed on, the customer will bear the costs and risk of the delivery of samples. In the case of dispatch by the customer, the sample material must be packaged professionally, taking our instructions into account where applicable.

g.    The maximum storage period for inspected samples is 3 months unless the nature of the samples requires a shorter storage period. After lapse of the storage period the samples will either be returned or disposed of, as we choose; simultaneously, our responsibility for the sample expires. For samples stored longer than 3 months, this must be coordinated and the customer will be obligated to assume the respective storage costs. In the case of a return, the customer will be obligated to bear the shipping fees,  and the disposal costs in the case of disposal of the samples.

3. Processing Times

a.    Deadlines will start to run upon receipt of the inspection samples, the settlement of all technical and business issues and the punctual fulfillment of the customer’s cooperation duties.

b.    Deadlines for performance of our services will only be binding if they received prior confirmation from us in writing.

c.    The analysis times specified in the offers are to be understood in work days, are valid as from the time of the receipt of the sample in the lab and are not any binding processing times, but function as guidelines.

d.    In individual cases rush analyses may be performed with a surcharge after prior agreement and written confirmation.

4. Cooperation and Information Duties of the Customer

a.    The customer will ensure that the information, customer-specific instructions, documents and samples are received by us on time, i.e. at least 48 hours before the start of the agreed service. This also includes that the customer will grant us access to any locations at which we are to perform our services or, if necessary, provide us with equipment or staff for support within the scope of the agreed performance of the order. The customer must take the necessary measures on-site for safety in the workplace and secure them at his sole responsibility during performance of the service.

b.    The customer must inform us in advance of all known risks or dangers associated with the order, a sample or an inspection, in particular regarding the existence or potential existence of radiation, toxic, harmful or explosive components or materials as well as environmental pollution or toxins. The customer will be liable for all damage caused by the dangerous nature of the sample material provided or which were unavoidable due to lack of information provided.

5. Prices and Terms of Payment

a.    To the extent that no price agreements were concluded between us and the customer upon placement of the order or the contract negotiations, the prices charged to the customer will be determined according to our applicable standard rates which are subject to adjustment. Statutory value added tax is not included in our prices; it will be specified at the statutory amount on the invoicing date.

b.    Should we be wholly or partially prevented from performing our services due to reasons for which we are not responsible, we will simultaneously have the right to charge the portion of the agreed remuneration corresponding to the partial services performed as well as any non-refundable costs incurred to us. 

c.    We reserve the right to charge separately for packaging, transport and disposal.

d.    Unless otherwise set out in our order confirmation, our invoice will be due for full payment immediately after receipt.

e.    The customer will only have rights of set-off if his counterclaims are res judicata, uncontested or recognized by us. Moreover, he is only authorized to exercise a right of retention where his counterclaim is based on the same contractual relationship.

f.     Should any unforeseeable obstacles or costs arise in performance of the service we will make every effort to inform the customer of this as soon as possible. We have the right to charge separately for the additional expenses incurred for performance of the service.

g.    Should the customer be in arrears with payment, dunning fees will be due.

6. Discontinuation of our Service

In the case of non-performance of the duties arising from the contractual relationship by the customer, who fails to comply with his duty of cooperation despite a warning and stipulation of a deadline and/or suspension of payment, filing for instatement of bankruptcy proceedings or instatement of bankruptcy proceedings, discontinuation of business operations or sequestration occurring to the customer, we will have the right to immediately discontinue all services temporarily or permanently without having any liability.

7. Liability

a.    We prepare our inspection reports exclusively for our customers to the best of our knowledge and conscience on the basis of the written information and samples provided to us by our customers. The customer draws conclusions and consequences from our inspection reports at his own independent responsibility. We will not be liable for decisions or actions taken or omitted by the customer or third parties on the basis of our inspection reports. Neither will we be liable for faulty inspection reports due to the provision of false, incomplete or misleading information by the customer.

b.    Our liability due to simple negligence of non-cardinal duties is excluded. We will be liable subject to restrictions for foreseeable, typical damage for damage incurred from a simple negligent breach of cardinal contractual duties. In the case of our liability, this is limited per case of damage to a maximum amount equivalent to ten times the remuneration for the respective service whose performance caused the damage. However, in no case does our liability exceed the maximum total amount of € 100,000.00 per case of damage.

c.    We are also not liable for consequential or indirect damage, in particular for loss of earnings, loss of business, loss of a business opportunity, reduction of the company’s goodwill, as well as costs related to a product recall. Moreover, we will not be liable for any losses, damage or costs incurred to the customer due to claims by third parties, in particular in the assertion of product liability claims.

d.    Within 30 days after awareness of the circumstance causing the damage, the customer must inform us in writing of any damage compensation claims. Damage compensation claims from breaches of duty will expire after 12 months counted as from the start of the expiration period.

e.    The liability restrictions will not apply to damage where it is based on gross negligence or willfulness. The same will apply to damage from injury to life, limb or health where we are responsible for the breach of duty.

8. Confidentiality

Both we and the customer  are obligated to maintain strict confidentiality towards third parties regarding all business and company secrets of the other party disclosed to us, even beyond the term of the contract. Business and company secrets are all company and organizational knowledge, processes and information only available to a limited number of persons and which are not publicly known and are not to be made public in accordance with the will of the respective other party. This includes inspection methods and procedures as well as equipment we developed ourselves. Both the customer and we are obligated not to use any business or company secrets of the other party.

9. Protection of Work Results

We have a copyright to the services performed.  The customer will only have the right to use the inspection report and appendices for  the designated purposes after full payment of our fees. However, the customer may not alter, edit or even use excerpts of the inspection report prepared by us. Disclosure of the inspection reports to authorities or other public agencies is permitted if necessary for the designated purpose or prescribed by law. Any publication or reproduction of the inspection report, in particular within the framework of advertising as well as disclosure to third parties will require our prior written consent. In the case of approved publication we are to be named as the authors.

10. Final Provisions

a.    Should one or several of the terms of the present GBT be or become invalid or void this will not affect the validity of the remaining terms.

b.    All disputes arising from the contractual relations of the parties with reference to this GBT are subject to the application and interpretation of the laws of the Federal Republic of Germany excluding the provisions of International Private Law.

c.    The exclusive place of jurisdiction for all these disputes, to the extent that the client is a businessman, legal entity under Public Law or a public law special estate, is the seat of our company. However, we also have the right to sue the customer at his general place of jurisdiction.