1. Scope

Our General Terms and Conditions (GTC) apply exclusively to our offers and services as well as all resulting contractual relationships and non-contractual legal relationships with the client, unless otherwise expressly agreed in writing or legally mandated. The client acknowledges our GTC by placing the order. Conflicting or differing terms of the client are only binding on us if confirmed in writing. The unconditional provision of services or receipt of payments does not imply acknowledgment of other contractual terms on our part. Our GTC also apply as a framework agreement for all further legal transactions with the respective client.

2. Offers/Orders

Our offers are valid for a maximum of 30 days and are non-binding and subject to change, especially regarding execution, prices, and delivery times. A contract is only concluded through our written order confirmation or the execution of the order by us.

The scope of our services is determined by the order placed by the client based on our offer, with the content confirmed by us. Confirmations or promises from our employees require written form to be effective.

Specified measurements, weights, or other technical performance data are not guaranteed properties and are only binding if expressly agreed in writing.

The orders placed are carried out by us carefully and professionally according to the state of science and technology. If the client does not specify certain methods or procedures for the execution of the order, we are entitled to carry out the methods and procedures that appear suitable to us. Furthermore, we are entitled to involve competent third parties if this is necessary for the proper execution of the order. In this case, we are only liable for the careful selection of the third party. The client will be informed in a timely and adequate manner about any peculiarities in the execution of the order.

3. Client’s Duties

The client must ensure that we receive all necessary information, instructions, documents, and samples free of charge and in good time to enable us to perform the required services in accordance with the contract. In particular, the client is obliged to inform us immediately and without request of all processes and circumstances that may be significant for the execution of the order. In the event of culpable violation of these duties, the client shall fully compensate us for any costs incurred due to a delayed start or execution of the order.

We will assume that the facts and information provided by the client are correct. The client is liable to us for the accuracy and completeness of their information. If we are held liable by third parties due to culpably incorrect or incomplete information provided by the client, the client is obliged to indemnify us from such claims.

Samples or materials must be in a condition that allows the execution of the ordered services without difficulties. If this is not the case and the ordered service is impossible or only possible under more difficult conditions, we have the right to withdraw from the contract or to interrupt the execution of the order. In this case, the client must bear the costs incurred by us up to that point.

The client must ensure and warrants that samples are declared and packaged in accordance with legal regulations and that they pose no dangers to our property or other legal interests. In the event of culpable violation of these duties, the client is liable for all costs, damages, and other disadvantages caused to us. This liability also includes the obligation to indemnify us in the event of claims by third parties.

4. Prices/Payment Terms

Our services are billed based on the prices stated in the confirmed orders. If no price agreement has been made, the price to be paid by the client is determined by our valid standard rates. Our prices apply to the agreed scope of services. Additional and special services are billed separately. All prices are exclusive of the applicable statutory VAT. Additionally, packaging, insurance, and transport costs may be billed separately.

Unless otherwise agreed, the client must pay the invoice amount without any deduction immediately upon receipt of the invoice, at the latest within one week of the invoice date. A discount deduction requires a special written agreement.

In the event of late payment, we are entitled to charge interest on arrears at the statutory rate from the due date. The right to claim further provable damages caused by delay remains unaffected.

The client may only offset against our claims with undisputed or legally established claims.

5. Termination/Cancellation of the Order

The order is completed upon fulfillment of the agreed service by transmitting the work results to the client or upon expiration of the agreed term. Test and other order results are sent to the client at their risk.

Data and documents are kept by us for 10 years from the completion of the order. We undertake to return the documents provided to us by the client upon completion of the order upon request. We are only obliged to store and return unused samples if this is expressly requested by the client when placing the order. However, we are always entitled to make copies of documents and retain part of the samples if this is necessary for documentation and archiving of the results achieved by us. The client is always obliged to take back unused samples after the completion of the ordered tests and after the expiry of required storage periods upon our request without any cost to us. Otherwise, we are entitled to properly dispose of the samples at the client’s expense after one month from the request for return.

If the client cancels the order before the agreed services are completed for a reason for which we are not responsible, they must pay the agreed or anticipated remuneration minus a flat rate of 40% for saved expenses unless the client proves higher or we prove lower saved expenses.

Otherwise, the statutory provisions, particularly the right to extraordinary termination for good cause, remain unaffected for both parties. An extraordinary termination requires facts based on which, considering all circumstances of the individual case and weighing the interests of both contractual partners, the continuation of the contractual relationship until the expiration of the agreed termination period or until the agreed end of the contractual relationship is unreasonable for the terminating party.

6. Retention of Title

We retain ownership of the reports and analyses we create, including the accompanying documents, until all our claims from the given order and all other orders placed by the client are fully settled.

Even after full payment by the client, we retain the right to keep analysis results and use and publish them in anonymized form that excludes the identification of the client, as long as no legitimate known interests of the client are affected.

7. Processing Time

We perform the ordered services within reasonable, customary times. Specific dates and deadlines for our services are only binding if confirmed by us in writing beforehand. Otherwise, delivery dates and realization times are merely estimates and do not constitute an obligation on our part.

Compliance with agreed dates and deadlines requires the timely receipt of all information, documents, and samples to be provided by the client, as well as the timely fulfillment of the client’s other cooperation obligations. Any agreed deadline only begins after the client has fully met their obligations.

If a deadline is exceeded for reasons beyond our control, the service period is extended accordingly. If we cannot perform even after an appropriate extension, both we and the client are entitled to withdraw from the contract. Claims for damages by the client are excluded.

If we are responsible for a delay, the client can withdraw from the contract according to the statutory provisions if they have previously set us an unsuccessful reasonable grace period of at least two weeks. If the client suffers damage due to the delay, they can demand compensation of 0.5% for each full week of delay, but no more than 5% of the invoice value of the part of the service that could not be used on time due to the delay.

8. Warranty

We perform the ordered services according to the principles of proper professional practice based on scientifically recognized procedures and methods. We do not guarantee the achievement of the goal intended by the client with the order.

If one of our services is defective and causes more than a negligible reduction in the value or usability of the service, we are entitled to choose between re-performing the service or remedying the defect.

Obvious defects must be reported to us in writing no later than 3 weeks after the delivery or receipt of the provided service; otherwise, the service is considered defect-free, and the client’s warranty claim expires.

Otherwise, accepting the service with knowledge of a defect results in the loss of defect rights unless the client reserves their rights in writing due to the defect.

If the client is a merchant, they must also report hidden defects in writing within 3 weeks of discovery to avoid losing their warranty claims. Otherwise, their statutory inspection and notification obligations remain.

The right to re-performance or remedying the defect at our choice initially replaces the client’s right to rescind the contract or reduce the payment. The client must give us the necessary time and opportunity for re-performance as reasonably required. If the client refuses, we are relieved of the duty to re-perform. If we refuse to re-perform or remedy the defect or if re-performance fails twice, the client is entitled to reduce the payment or – in case of significant defects – to rescind the contract. The client’s right of rescission does not apply to defect-free partial services unless the client proves that these partial services are worthless to them.

In any case, the client is obliged to verify the validity of the results, interpretations, estimates, and conclusions we provide with reasonable care at their own risk if they intend to rely on these in significant matters. If the results are based on client’s incorrect or incomplete information, the client is not entitled to warranty claims.

Warranty claims expire one year after the transfer of the service to the client, unless the defect was fraudulently concealed or we gave a warranty for the service’s quality.

9. Liability

We are liable for damages based on our intentional or grossly negligent breach of duties as well as for damages based on injury to life, body, or health resulting from our negligent breach of duties or an intentional or negligent breach of duties by our legal representatives or vicarious agents. For other damages based on a negligent breach of essential contractual obligations, our liability is limited to the typically foreseeable damage at the time of contract conclusion, unless the damage is based on intentional or grossly negligent actions by us, our legal representatives, or vicarious agents.

Further liability for damages is excluded regardless of the legal grounds, especially for indirect damages, consequential damages, and loss of profit.

The above exclusions and limitations of liability do not apply in cases of mandatory statutory liability (e.g., product liability law) and for damages from the lack of a guaranteed quality of the service.

The client must inform us in writing and in detail about any possible risks and damages that are foreseeable for them and can occur under the order before concluding the contract. If the client does not comply with this obligation, our liability is excluded unless we were aware of these risks or damages.

10. Final Provisions

The contract and its amendments must be in writing. Verbal agreements are only binding if confirmed by us in writing. This also applies to amendments to this written form requirement.

Should individual provisions of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose of the invalid or unenforceable provision. The same applies to any contractual gaps.

Place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is our registered office unless another place of jurisdiction is mandatory by law.

This contract is subject to the laws of our registered office’s country, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).