§ 1
Contractual Relationship

1. Contracts are concluded solely on the basis of a written offer on our part or a written order confirmation of order on our part.
   
   
2. When receiving an order that is to be determined as a contractual offer, we may accept it within two weeks.
   
   
3. We solely work on the basis of these terms and conditions of business. We do not accept any contrary or dissenting conditions of our contract partner unless we had expressively consented to the validity of such in writing. Our terms and conditions of business also apply in case that we, in the knowledge of contrary conditions or conditions dissenting of our own, unconditionally render services to our client.
   
   
4. All agreements concluded between us and the client(s), regarding the execution of this contract, are stipulated in written form in this contract.
   
   
5. The client concluding a contract for certification acknowledges the version of the Audit and Certification Regulation, valid respectively at that time, when awarding the contract.

§ 2
Time of Delivery

1. In order to comply with our contractual obligation on schedule it is required that our client concluding a contract performs all obligations duly and on time, in particular the transmission of all information, data and samples required to process the contract. We reserve the right of objection upon a contract not complied with.
   
   
2. In the event of a delay in performance we are liable according to legal requirements as far as the underlying contract is a firm deal in terms of § 286, par. 2, no. 4 of the German Civil Code or of § 376 of the German Commercial Code. We are also liable according to legal requirements, if, as a consequence of a delay in delivery, for which we are responsible, the client is entitled to claim the discontinuation of further performance of the contract.
   
   
3. In addition, we are liable according to legal requirements provided that a delay in performance is based on an intentional or grossly negligent breach of contract on our part. We are to be held responsible for any fault on the part of our representatives or subcontractors. In the event that a delay in performance is due to an intentional breach of contract that we are not responsible for, our liability for damages is limited to the extent of a damage that could predictably and typically have occurred.
   
   
4. Moreover, we are liable according to legal requirements, if a delay in performance we are responsible for is due to a culpable infringement of an essential obligation of contract. In that case our liability for damages is limited to the extent of a damage that could predictably and typically have occurred.
   
   
5. Otherwise, in the event of delay in performance our liability is limited to a maximum of 5% of the contract value.
   
   
6. Further legal claims and rights of our client are reserved.

§ 3
Execution of the Contract

1. The contract will be executed by the contractor. As far as the expert does not execute the operations personally, qualified members of staff will be employed for this purpose. The expert’s individual responsibility and the accountability towards the client will remain unaffected.
   
   
2. In case of the necessity to consult experts from other disciplines in order to execute the order appropriately, we will agree about this matter with the client beforehand. Any expenses occurring hereby will strictly not be borne by our company. Awarding the contract to other experts will be carried out by the client or by us on behalf of the client.
   
   
3. The expert is authorized by the client to obtain all necessary information of all parties’ concerned, public authorities and third parties as well as to carry out surveys in order to compile the expert’s report. The client gives his authority hereunto. The client commits himself to issue further specified power of attorney, if respondents may not regard these terms of trade as sufficient.

§ 4
Application of this Expert’s Report / Certificates

1. The expert’s report/certificates issued by us within the scope of the contract and all additional services (itemization, calculations, charts and other details) may exclusively be used for its designated purpose pursuant to the given contract.
   
   
2. Forwarding the export’s report/certificate to third parties, duplication or publication thereof is only permitted with our prior written consent unless it is covered by the scope of the contract.
   
   
3. An amendment, abbreviation as well as publication in extracts of the expert’s report/certificate are not allowed in principle.
   
   
4. The editing expert is the originator of the expert’s opinion/certificate issued by him in terms of the German Copyright Act.
   
   
5. In case of special stipulations given by system vendors (HDE, BRC, etc.) regarding the use of the certificate or contents thereof, we refer to those special stipulations.

§ 5
Remuneration

1. The remuneration agreed upon covers all services to be rendered by us under this contract including necessary preparation and ancillary work. The consultation of external auxiliary staff is not included in the remuneration agreed upon.
   
   
2. In case of the necessity to consult experts from other disciplines in order to execute the order appropriately, expenses thereby incurred may be charged to the client separately. The contractor reserves the right to submit an all-in price quotation to the client for complete analysis services.


3. Prices quoted by us exclude the statutory value-added tax (VAT) in principle. VAT is to be added on.

§ 6
Payment, Delay in Payment

1. The remuneration is due for payment upon issue of the invoice.


2. We are entitled to demand partial payments for partial performances, which have been self-contained, of the entire contracted work.
   
   
3. Unless stipulated otherwise in our offer or order confirmation the remuneration is due for payment within 14 days from the date the invoice is issued without deduction of a cash discount or any other deduction. Legal requirements regarding the consequences arising out of delay in payment apply thereto.
   
   
4. With regard to new customers we reserve the right to demand the complete payment of the invoiced amount (advance payment) before submitting the test results or the expert’s opinion.


5. The contractor it entitled to retain his performance when the client is delaying payment.


6. Our client is entitled to rights of set-off merely, if his counterclaims have become res judicata, undisputed or have been acknowledged by us. Furthermore, the client is authorized in the exercise of his right of retention only as far as his counterclaim is based on the same contractual relation.

§ 7
Liability for Mistakes

1. Our expert’s opinions comprise an analysis on the laboratory scale and a thereof resulting expertise of the findings and evaluation of the sample(s) analyzed. We assume full responsibility within the scope of these conditions for the accuracy of the analysis results and the values determined. Hence, the resulting expertise and evaluation can inevitably only be a subjective opinion. In the context of this expertise we naturally adhere to generally recognized standards of our science and explicitly point out to possible doubts and borderline cases. However, we cannot rule out in either case that, on the basis of the same evaluation, another expert/colleague comes to a different conclusion/expertise.
   
   
2. In the event of a fault of the expert’s opinion/certificate, we shall be entitled to the chance of subsequent performance in terms of correction of faults. In this event we are bound to bear all necessary expenses entailed in the correction of faults.
   
   
3. In case that the subsequent performance fails twice, the client is entitled at his option to cancel the contract or ask for reduction thereof.
   
   
4. We are liable according to legal requirements for claims asserted by the client based on intent of gross negligence, also on the part of our representatives or subcontractors. Our liability for damages is limited to the extent of a damage that could predictably and typically have occurred as far as we are not accused of intentional breach of contract.
   
   
5. We are liable according to legal requirements as far as we breach an essential provision of the agreement by intention. In this case our liability for damages is also limited to the extent of a damage that could predictably and typically have occurred.
   
   
6. As far as our client asserts a claim for compensation in lieu of performance, our liability for damages is limited to the extent of a damage that could predictably and typically have occurred, even if the subsequent performance fails.
   
   
7. Liability for intentional injury to life, body or health shall remain unaffected hereby.
   
   
8. Any other form of liability not specified above is excluded.
   
   
9. The period of limitation regarding claims arising from any defects is 12 months as from the date of submission of the expert’s opinion.

§ 8
Place of Fulfillment, Place of Jurisdiction

1. The place of fulfillment for the services to be rendered hereunder is the registered place of business.
   
   
2. It is agreed that the place of jurisdiction shall be Rheda-Wiedenbrück regarding all legal disputes that may arise from the contract.

Actual status: 02/2008

PDF document for download:General Terms and Conditions