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General Terms and Conditions of Business

General Terms and Conditions of Business

Status November 2018

1. Scope of application

All current and future services of Institut Kuhlmann GmbH, Analytik-Zentrum Ludwigshafen (n.f. IK), are based exclusively on the following General Terms and Conditions (n.f. GTC).
They are recognized and agreed when the order is placed with IK, unless the client (n.f. client) has expressly objected to their validity when placing the order. Deviating terms and conditions of the Client shall only be binding if IK has expressly agreed to them in writing.

2. Scope and execution of orders

All agreements, supplements, amendments and ancillary agreements shall be made
written form is agreed. IK reserves the right to confirm orders verbally.

Deadlines for the execution of orders are only binding if confirmed in writing by IK.
by IK. The time limit shall not begin to run until the Client has provided IK with all documents, materials and information required for the fulfillment of the order and all necessary prerequisites (e.g. test samples, reference substances etc.).

The orders shall be carried out by IK in accordance with the usual and recognized general
rules of relevant science, whereby IK shall decide on the choice of
method and the type of examination at its own discretion.
discretion. The selected method is noted in the test reports of IK
in each case.

As a rule, the tests are carried out in the IK laboratory. In individual
IK reserves the right, for capacity or technical reasons, to subcontract certain services to competent
services to competent subcontractors for capacity or technical reasons.
Agreements on dates and deadlines for IK are subject to the proviso that the subcontractors and
subcontractors and cooperation partners fulfill their obligations to IK.
fulfill their obligations to IK. Events of force majeure, general supply
difficulties, disruptions at transport companies and other events for which IK
disruptions for which IK or the subcontractor is not responsible and their consequences
the duration of the disruption to the extent of their effects, shall release IK from the
obligation to perform.

IK is entitled to provide partial services to a reasonable extent.

The delivery and collection of samples shall be at the expense and risk of the client.

Unless otherwise agreed, IK shall only store analysis samples properly until the end of processing. After completion of the order, the samples shall be disposed of in compliance with any statutory regulations. Samples shall only be returned to the client at the client’s request and expense.

3. Prices/payment terms

    The prices are agreed as fixed prices for each order or for each project agreed. All prices are net prices plus value added tax at the statutory rate statutory amount.

    If the amount of remuneration has not been agreed, IK shall be entitled to a reasonable remuneration customary in the market, which IK shall determine at its own dutiful and discretion.

    Invoices are due for payment without deduction 14 days after receipt of the invoice due for payment.

    Offsetting against IK’s claims is only permitted if the counterclaims have been claims are recognized by IK or have been legally established.

    If IK becomes aware of circumstances which indicate an impairment of the credit creditworthiness or insolvency of the Client, IK may make its services services dependent on advance payment of the remuneration. This applies circumstances after conclusion of the contract and before performance
    performance or after one of several partial performances.
    If the Client refuses such advance payments or does not pay despite a deadline being set,
    IK may withdraw from the contract and is entitled to compensation.

    If insolvency proceedings have been opened or applied for against the Client’s assets, this right of withdrawal and right to compensation shall be justified for IK without further preconditions. Upon receipt of the declaration of withdrawal, all outstanding claims of IK shall become due and payable immediately.

    4. Warranty, liability, statute of limitations

    a) IK shall provide its services in accordance with the generally recognized generally recognized rules of technology and the care customary in the industry. A claim of the Client for subsequent performance in the case of obvious defects must be be asserted by the Client in writing to IK within 2 weeks. Objections by the Client to the content of a test report must be asserted and specified in writing within 2 weeks of
    and specified in writing. If such objections are not such objections are not declared by the end of this period, the service is recognized and confirmed by IK as having been provided in accordance with the contract.

    b) IK shall be liable, limited to the foreseeable damage typical for the contract foreseeable damage typical for the contract for damages arising from simple negligent contractual obligations. Liability due to simple negligence in the event of breach of non-essential contractual obligations is excluded.
    This limitation of liability shall not apply to damages caused by intent or gross negligence and damages resulting from injury to life, limb or health if IK is responsible for the breach of duty. IK is responsible for the breach of duty.

    c) IK’s liability is limited to the amount of cover provided by the business liability insurance and property damage liability insurance maintained by IK liability insurance maintained by it, for personal injury and property damage damage per claim to EUR 2,500,000 and for property damage per claim to EUR 500,000.

    d) Claims for subsequent performance and claims for damages arising from breaches of duty against IK shall become time-barred 12 months after the statutory commencement of the limitation period. In the case of partial performance and partial acceptance, the limitation period begins with the respective partial performance and its acceptance.

    5. protection of work results/publications

      The publication and reproduction of IK’s test reports for advertising purposes and the use of excerpts thereof shall require IK’s written consent. Without the prior written consent of IK, the Client is also not entitled to make its test reports and other service results (e.g. also calculations, prepared offers, etc.) accessible to third parties for advertising or competitive purposes, to exploit, publish and reproduce them. In addition, the provisions of the Copyright Act apply.

      6. Confidentiality

      IK shall provide the Client with all results obtained in connection with the order. IK is obliged to treat all results and information developed and obtained in connection with the order as confidential, unless they are publicly known or accessible.

      7. final provisions

        All contractual relationships with IK are subject exclusively to German law.

        Unless expressly agreed otherwise, the place of performance and agreed place of jurisdiction for IK and AG Ludwigs hafen/Rhine is the place of performance and agreed place of jurisdiction. IK is entitled to
        claims arising from the contractual relationship at the legal place of jurisdiction of the of the Client; this applies in particular to claims against a foreign Client against a foreign client.

        If individual provisions of these GTC are or become invalid in whole or in part, they shall otherwise remain valid.