TERMS AND CONDITIONS

§ 1 General Scope of Application 

1.1 All offers, services and resulting contractual relationships between AC Inorms GmbH (hereinafter referred to as the Company) and the client (hereinafter referred to as the Customer) are subject to these General Terms and Conditions (GTC), unless expressly agreed otherwise in writing.

1.2 These GTC shall only apply to Customers who are entrepreneurs pursuant to Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

1.3 The written form for the creation and transmission of documents between the Customer and the Company within the scope of the contractual relationship shall also be deemed to be satisfied by electronic transmission. This includes telecommunication transmission such as unencrypted emails or other digital transmission channels in accordance with Section 127 (2) BGB.

1.4 The Customer acknowledges that unencrypted Internet messages can be lost, altered or falsified and that conventional emails are not protected against access by third parties. The Company accepts no liability for the confidentiality and integrity of emails that have left its area of responsibility, nor for data security during Internet transmission or in the Customer's sovereignty. This also includes damage caused by electronic transmission of malware.

1.5 Without written instructions prior to the execution of the order, only the Client himself and no other persons are authorized to issue instructions to the Company, in particular regarding the scope of the order or the assignment of test reports. The Client irrevocably authorizes the Company to pass on test reports to third parties if requested by the Client or required by circumstances, trade custom, usage or practice.

1.6 General terms and conditions of business or purchase of the Client as well as verbal ancillary agreements shall only become part of the contract with the prior written consent of the Company.

1.7 The Company may transfer the contractual relationship to affiliated companies, and the Customer agrees to this transfer upon conclusion of the contract.

1.8 If one or more provisions of these GTC are found to be invalid or unenforceable in whole or in part, this shall not affect or impair the validity or enforceability of the remaining provisions. The Company may cite the collaboration with the Client as a reference. The Customer may object to such use in writing within 4 weeks of the establishment of the contractual relationship.

1.9 During the provision of the services and for a period of one year thereafter, the Client is not permitted to directly or indirectly entice away employees of the Company, to encourage them to do so or to attempt to do so by means of offers. The use of the Company's company and/or registered trademarks for advertising purposes of any kind is not permitted unless prior written consent has been given by the Company.

§ 2 Provision of Services

2.1 The Company shall provide its Services with due care in accordance with the Client's specific instructions. In the absence of such instructions, the provisions of the Order Form or the Company's Standard Specification Sheet and the relevant regulatory requirements, trade usage or established practice shall apply. Alternatively, procedures that the Company deems appropriate for technical, organizational or economic reasons shall be applied.

2.2 All information in the investigation reports is based on the results of the investigation carried out in accordance with the client's instructions and/or on the assessment of these results in accordance with the applicable standards.

2.3 Test reports relating to the testing of samples relate solely to those samples and make no representations about the rest of the shipment from which the samples were taken.

2.4 If, at the request of the Client, the Company is to witness the interventions of third parties, its responsibility shall be limited to being present at the time of the intervention and communicating the results or confirming the intervention. The Company accepts no responsibility for the condition or calibration of the equipment used by the third party, the methods of analysis used or the qualifications, actions or omissions of the third party's staff, or for the results of the third party's analysis.

2.5 The Company's test reports shall exclusively reflect the facts established at the time of the test, within the framework of the specific instructions provided by the Client or, in the absence thereof, within the framework of the test parameters defined in section 2.1. The signed investigation report is the only legally binding document. The Company shall not be obliged to refer to or report on facts or values that are outside the instructions provided by the Client or the alternative test parameters set out in clause 2.1.

2.6 The Company shall make the test report available in digital form after consultation with the Client. In the absence of such an agreement, the Company is free to provide the report either in digital or paper form. In the case of digital transmission, the Company assumes no responsibility for ensuring that the digital form meets the Client's requirements. Digital transmission shall be by unencrypted email or other digital transmission channels.

2.7 The Company is entitled to transfer the Services in whole or in part to subcontractors and to disclose to them the information necessary for the performance of the Services. If the Company receives documents relating to contractual relationships between the Client and third parties or documents from third parties, these shall be regarded merely as information, without extending or limiting the scope or obligations of the Company. By performing its services, the Company does not enter into the position of the Client or a third party. The underlying contract shall not affect the Customer's existing contractual relationships with third parties.

2.8 The Customer shall bear the costs and risk of transportation of samples, unless otherwise agreed. In the event of shipment by the Customer, the sample material must be packaged properly and in accordance with any instructions issued by the Company.

2.9 All samples shall be stored for a maximum of 5 months, unless the nature of the samples requires a shorter storage period or there is a deviating written agreement on a longer storage period. After expiry of the retention period, the samples shall be disposed of at the customer's expense or, if a corresponding agreement exists, returned at the customer's expense and risk.

§ 3 Processing Times

3.1 The Company shall provide the services within standard market deadlines. Dates and deadlines for the provision of services shall only be binding if and insofar as they have been confirmed by the Company in writing in advance.

3.2 Compliance with deadlines and time limits is subject to the timely receipt of all documents and samples to be supplied by the Customer and the timely fulfillment of the Customer's obligations to cooperate in accordance with § 4 of these GTC.

§ 4 Obligations of the Customer

4.1 The Customer must ensure that the information, instructions and documents required for the execution of the order are provided to the Company in good time.

4.2 The Client must ensure that the Company's representatives or its subcontractors are granted access to all premises where the Services are to be provided and must take all necessary steps to remove or remedy any obstructions or interruptions to the performance of the requested Services.

4.3 The Customer shall, if requested, provide equipment and auxiliary personnel to assist the Company in the performance of the Contract, take all necessary measures to ensure the physical and legal security of the working conditions, places and facilities under its responsibility during the performance of the Services under its sole responsibility.

4.4 The Client must inform the Company in advance of any known risks or dangers associated with the assignment, an investigation. The Client shall be liable for any damage resulting from the hazardous nature of the sample material.

4.5 The Client must assert all his rights and fulfill all his obligations arising from contract or law towards third parties.

§ 5 Prices and Terms of Payment 

5.1 The Customer shall pay the Company the agreed prices for the deliveries and services. In the absence of a price agreement between the Company and the Customer, the prices to be paid by the Customer shall be determined by the Company's prices valid at the time the service is provided. Unless otherwise agreed in writing, payment shall be due without deduction within 10 days of the invoice date. Payments shall be made non-cash to the account specified in the invoice. Other forms of fulfillment and discounts shall only be granted if they have been agreed in writing. All prices are subject to the applicable statutory value added tax. The Company may invoice the costs of packaging, shipping and transportation separately.

5.2 The Customer shall be in default without a reminder. From the start of default, the Company is entitled to demand statutory default interest and other default damages from the Customer.

5.3 Claims of the Company may only be offset or a right of retention asserted if the Customer's counterclaim is undisputed or has been legally established.

5.4 The Customer shall bear all costs incurred in connection with the collection of the claim. The Company is entitled and obliged to adjust the prices at its reasonable discretion in accordance with § 315 BGB. The reason for such a price adjustment is exclusively a change in the costs which are decisive for the price calculation, in particular costs for energy, labor and material costs as well as costs for advance services necessary for the provision of services. The Company shall continuously monitor the corresponding cost development.

5.5 Increases in one type of cost may only be used for a price increase to the extent that they are not offset by any declining costs in other areas. When exercising its reasonable discretion, the Company shall select the respective points in time of a price adjustment in such a way that cost reductions are not taken into account according to more unfavorable standards for the Customer than cost increases, i.e. cost reductions are effective at least to the same extent as cost increases. The customer has the right to have the exercise of reasonable discretion reviewed by a court in accordance with Section 315 (3) BGB. A price reduction on the part of the Company is possible at any time.

5.6 However, a price increase shall only become effective if the Company notifies the Customer of the price adjustment at least six weeks before the planned effective date. In this case, the customer has the right to terminate the contract without observing a period of notice at the time the price adjustment takes effect. The company shall inform the customer of this separately in the price adjustment notification. If it becomes apparent during the term of the contract that cost-relevant customer information has changed and/or will change or that the customer's actual circumstances do not match the information previously communicated to the Company, the Company may adjust the prices to the relevant changed circumstances at any time.

5.7 In the event of unforeseen obstacles or additional costs in the provision of the services, the Company shall endeavor to inform the Client and shall also be entitled to charge for the necessary additional expenditure. If the Company is partially or completely prevented from performing the services for reasons for which it is not responsible, the Company may demand the following payments from the Client: the amount of all non-refundable costs incurred by the Company and/or the part of the agreed remuneration corresponding to the part of the services already performed.

§ 6 Tax Clause, International Services

6.1 This clause shall only apply if either the Client and/or the Company's subcontractor are based outside Germany.

6.2 All prices and costs for services provided by the Company or an affiliated company or a subcontractor do not include taxes. This includes value added tax or equivalent charges, taxes, in particular import duties, stamp duties, ancillary costs or withholding taxes. Nor do they include any related liabilities charged to the customer under applicable national law.

6.3 Any payment made by the Customer shall be made free and clear of and without withholding or deduction of all taxes. This shall not apply if such withholding or deduction is required by applicable law or applicable double taxation treaties. The Customer shall promptly provide the Company with evidence of any such payment and copies of all documents submitted with any such payment.

6.4 The parties shall use their best endeavors to obtain a refund of the deductions or reimbursement of the relevant tax. They shall assist each other in their obligations in this respect. Refunded taxes shall be reimbursed in accordance with the amounts due.

§ 7 Cessation or Termination of Services 

7.1 The Company shall be entitled, immediately and without any liability of its own, to temporarily suspend the services, to terminate them completely or to terminate the contract without notice in the event of Failure by the Customer to fulfill the obligations arising from the contractual relationship, which is not remedied within a ten-day period despite a corresponding warning, suspension of payments or agreement to avert insolvency, in the case of multiple payments already due, dunned payments by the Customer, cessation of business operations or receivership on the part of the Customer.

§ 8 Liability of the Company

8.1 The Company is neither an insurer nor a guarantor and declines to assume the associated responsibility.

8.2 Investigation reports are prepared on the basis of information, documents and/or samples provided by or on behalf of the Client and are intended solely for the benefit of the Client. The Customer shall be responsible for drawing the necessary conclusions therefrom. Neither the Company nor its officers, employees or subcontractors shall be liable to the Customer or any third party for any action taken or omitted on the basis of such test reports. If the inspections are based on unclear, incorrect, incomplete or misleading information provided by the Client, the Company shall also not be liable.

8.3 The Company shall not be liable for any delay, partial or total non-performance of the Services if this is directly or indirectly caused by events beyond the control of the Company. The Company shall be liable, limited to the foreseeable damage typical of the contract, for damages arising from simple negligent breach of material contractual obligations; material contractual obligations are those whose fulfillment characterizes the contract and on which the Customer may rely. The Company's liability for simple negligence in the event of a breach of non-essential contractual obligations is excluded.

8.4 The Company's liability is limited per case of damage. The Company shall only be liable for indirect or consequential damages if and to the extent that such damages are typical for the contract and were foreseeable at the time the contract was concluded.

8.5 The limitations of liability within the meaning of § 8 shall not apply to damages if they are based on gross negligence or intent, as well as in cases of mandatory statutory liability. The same applies to damages resulting from injury to life, limb or health if the company is responsible for the breach of duty. A breach of duty by the Company within the meaning of § 8 shall be deemed equivalent to a breach of duty by its legal representative or vicarious agent.

§ 9 Confidentiality and Data Protection 

9.1 The Customer and the Company undertake to keep confidential the business and trade secrets received from the other party within the scope of the contractual relationship, not to pass them on to third parties without the prior written consent of the other party and not to use them for their own purposes without authorization. Information received within the scope of the contractual relationship shall be treated confidentially by the Company, unless it is publicly known or accessible, or it was already known to the Company or it was disclosed to it by a third party without breach of a confidentiality obligation.

9.2 During the provision of services, the Company and the Client may mutually gain access to the personal data of the other party. The parties shall only process the personal data for the fulfillment of the contractual obligations under their own responsibility. Any further processing that constitutes a change of purpose is prohibited. The Company and the Client must process the personal data in accordance with Regulation EU2016/679 of the European Parliament and of the Council of 27.04.2016 (GDPR) and other legal obligations and fulfill the information obligations of Article 13 GDPR.

9.3 For this purpose, the Company shall provide the Customer with the data protection information for customers, which is available at AC Inorms GmbH's data protection. The Customer undertakes to inform its employees working within the scope of the contractual relationship of this and to make this data protection information available to them.

9.4 In the event of claims for damages, the Customer must notify the Company in writing within three months of discovering the circumstances giving rise to the damage.

9.5 In any case, claims for damages by the parties arising from breaches of duty by the other party shall become time-barred after 24 months, calculated from the start of the statutory limitation period.

§ 10 Intellectual Property

10.1 The Company reserves all rights to the data obtained as part of the services provided and to the research reports produced.

10.2 The Client may only use the research reports produced within the scope of the contractual relationship, including all tables, calculations and other details, after full payment of the remuneration and only for the contractually agreed purpose. However, the customer shall not be permitted to modify, edit or use only excerpts of the research reports. Disclosure of investigation reports to authorities or other public bodies is permitted if and insofar as this is necessary for the contractually stipulated purpose or required by law.

10.3 The Company reserves its rights to all test methods as well as to all devices or equipment that it develops itself or uses generally, unless these were developed exclusively for the Client in the context of the provision of the work results in accordance with a written agreement.

§ 11 Force Majeure

11.1 The Company shall not be liable for the impossibility of contractual performance or for delays in performance if these are caused by force majeure or other events which were unforeseeable and/or avoidable at the time of conclusion of the contract and for which the Company is not responsible. The Company shall notify the Customer of this without delay. As soon as the impeding circumstances cease to exist, the Company shall notify the Customer accordingly and resume performance of the service without delay. If such aforementioned events make it significantly more difficult or impossible for the Company to perform the service and the hindrance is not only of a temporary nature or the duration of the hindrance lasts longer than 3 months, the Company shall be entitled, at its own discretion, to withdraw from the contract or to terminate it in whole or in part. If the aforementioned impediment is of temporary duration, the deadlines for the performance of the services shall be extended or, in case of doubt, the performance dates shall be postponed by at least the duration of the impediment plus a reasonable restart period.

11.2 In the event of termination, the Customer shall reimburse the Company for the following: the expenses incurred by the Company due to the interruption of the execution of the contract, a partial amount of the agreed remuneration corresponding to the part of the services actually provided by the Company. Otherwise, the Company's claim to remuneration shall lapse. The Customer shall not be entitled to any further claims for performance or damages in the event of the Company's inability to perform in connection with one of the aforementioned events.

§ 12 Applicable Law, Place of Jurisdiction

12.1 All disputes arising from the contractual relationship between the Customer and the Company shall be subject to the application and interpretation of the law of the Federal Republic of Germany to the exclusion of the provisions of international private law.

12.2 The exclusive place of jurisdiction for all such disputes shall be the Company's registered office. The Company may also sue the Customer at his general place of jurisdiction.