TERMS and CONDITIONS
General Terms and Conditions of NonaChem GmbH
1 Scope of Application
a) NonaChem GmbH (hereinafter: NC) provides technical services in the form of tests, measurements, laboratory and engineering services and consulting.
b) The following terms and conditions shall apply exclusively to all services provided by NC. The Customer (hereinafter referred to as "Customer") accepts the General Terms and Conditions valid at the time the order is placed.
c) All agreements made between NC and the Principal are set forth in writing in the contract, these Terms and Conditions and the order confirmation of NC.
d) These General Terms and Conditions shall apply vis-à-vis entrepreneurs as well as all legal entities under public law and special funds under public law within the meaning of 310 of the German Civil Code (BGB), unless otherwise expressly stipulated.
2- Placing of Orders/ Execution of Orders
a) The placing of an order with NC must always be in writing. This shall also apply to subsequent supplements and amendments of any kind. Information provided orally or by telephone shall always be non-binding. Declarations, confirmations or promises made by employees must be in writing or confirmed in writing in order to be effective. The scope of the services to be rendered results exclusively from the offer including any written order confirmations. Insofar as deadlines for the execution of the order have been determined, these are only binding if they have been agreed in writing. These provisions shall also apply to preliminary reports.
b) The order shall be executed by the NC impartially and in accordance with the recognized rules of technology.
c) NC shall be entitled to perform its contractual services, laboratory tests, measurements at partner or external laboratories, institutes, etc. and to have them performed. If unforeseen or in relation to the purpose of the (technical) services time-consuming or costly examinations become necessary, the prior consent of the OP shall be obtained.
d) The OP authorizes the NC to obtain information and to conduct surveys from parties involved, authorities and third parties necessary for the preparation of documents to be prepared as a result of orders. If necessary, the Principal shall issue a special power of attorney to the NC for this purpose.
e) Test results shall be sent to the Client by e-mail, unless the Client expressly objects to this procedure.
3 - Conformity assessment
1) If, for tests accredited according to DIN EN ISO/IEC 17025, the CL requires a statement on conformity (conformity assessment) with regard to a technical specification or standard (e.g. passed/failed, within tolerance/outside tolerance), then the regulations of 3 Para. 2 to 3 Para. 3 shall apply for the assessment of conformity.
2) If the technical specification or standard specifies requirements for the decision rule to be applied, then the NC shall apply these, provided that no other requirements for the decision rule to be applied are communicated by the CL. Otherwise 3 para. 3 shall apply.
3) The NC shall apply the following decision rule if the technical specification or standard does not specify any requirements for the decision rule to be applied and if the CL does not notify any other requirements for the decision rule to be applied. 1) Passed: Result within the range of conformity 2) Passed: Result in the uncertainty range within the tolerance range 3) Passed: Result exactly on the limit of the tolerance range 4) Failed: Result in the uncertainty range outside the tolerance range 5) Failed: Result in the range of non-conformity.
4 - Cooperation obligations of the CL
a) The OP shall ensure that all information and documents required for the execution of the order are made available to the NC free of charge and in due time. The OP shall provide the NC with all necessary information on the specimens, test pieces, components and drawings for the preparation of the documents. As a rule, the delivery of the test specimens/test items/samples to the NC shall be made by the CL. The assembly in the test rigs is usually carried out by the NC, unless otherwise expressly agreed (in writing).
5 - Deadlines
a) The order deadlines specified by NC are non-binding unless their binding nature has been expressly promised or agreed.
b) In the event that a deadline for delivery of the contractual performance has been agreed, such deadline shall commence upon conclusion of the contract. If the NC requires documents from the OP for the performance of the service or if the payment of an advance has been agreed, the term shall not commence until the NC has received the complete documents or the advance.
c) The NC shall be bound for three months to the services offered, unless other periods are expressly stated in the offer.
6 - Warranty
a) The warranty of the NC shall only cover the Services expressly commissioned to it pursuant to 2. No warranty is given for the correctness and functioning of the relevant overall system to which the assessed or tested parts belong. In particular, the NC shall not bear any responsibility for the design, choice of materials and construction of the examined equipment, unless these issues are expressly the subject of the order.
b) NC's warranty obligation shall initially be limited to subsequent performance free of charge within a reasonable period of time. If the supplementary performance fails, i.e. if it becomes impossible or unreasonable for the OP or if it is refused by the NC without justification or if it is unduly delayed, the OP shall be entitled at its option to demand a reduction of the remuneration (abatement) or to rescind the contract.
c) Defects shall be notified to the NC in writing within 21 days from delivery of the test report or test certificate, stating the reasons. If no complaint is received by NonaChem GmbH within this period, the performance shall be deemed accepted. The date of receipt of the complaint is decisive. Later complaints are excluded.
7 - Further liability
NC renders its services with the care customary in the industry. It shall be liable for the defectiveness of its services by rectifying them free of charge. Only if this rectification fails, the reduction of the remuneration or the cancellation of the contract can be demanded. The claim for rectification of defects must be asserted by the client in writing without delay. NonaChem GmbH shall be liable for claims for damages only in case of intentional or grossly negligent violations of contractual or collateral obligations. Except in the case of intent, liability does not include such damages that could not typically be expected or foreseen for the specific order.
If and to the extent that claims for damages are not covered or covered by insurance, NC's liability shall be limited to the amount of the order sum. Excluded from the limitation of liability are claims for damages arising from intentional or grossly negligent acts. Any further liability - in particular for indirect damages such as loss of production and loss of profit - is excluded. NC shall not be liable for errors caused by the Customer within the scope of a technical overhead line. Claims for damages against NC are excluded irrespective of the type of breach of duty, including tortious acts, except in cases of intent or gross negligence. The limitations of liability and exclusions of liability of the preceding paragraph shall not apply to claims arising from fraudulent conduct by NC, as well as in case of liability for guaranteed characteristics, for claims under the Product Liability Act and damages resulting from injury to life, body or health. To the extent NC's liability is excluded or limited, this shall apply to the same extent in favor of NC's corporate bodies, legal representatives, employees and other vicarious agents.
8 - Remuneration
a) NC shall be entitled to payment of remuneration in the contractually agreed amount. All prices are exclusive of the value added tax applicable at the time of invoicing.
b) Reasonable cost advances may be requested. The agreed remuneration shall become due upon receipt of the service - documents prepared as a result of orders - by the Principal.
c) If the OP is in default with payment or an advance payment, the NC may withdraw from the contract after setting a reasonable grace period. During the period of default by the OP, NC shall be entitled to claim interest on the outstanding invoice amount from the OP in the amount of 5 percentage points p.a. above the respective base interest rate.
d) NC reserves the right to claim higher damages for default upon corresponding proof.
e) In the event of non-compliance with payment terms, NC shall be entitled to declare all remuneration claims immediately due and payable.
9 - Offsetting/Right of Retention
The OP may only set off a counterclaim against the NC if such counterclaim is undisputed or has been finally adjudicated. The OP shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
10 - Confidentiality
a) The NC shall not disclose, pass on, exploit or otherwise make use of any trade or business secrets entrusted to it or otherwise becoming known to it in the course of its activities without authorization, unless this is necessary for the performance of the contractual obligations. This duty of confidentiality shall apply beyond the duration of the contractual relationship.
b) The NC is authorized to disclose, pass on or otherwise use such data if the NC is obligated to do so by law or within the scope of the accreditation. The accreditation body is obliged to maintain confidentiality.
11 - Copyright
a) Insofar as documents are created in the course of the execution of the order which are subject to copyright protection, the NC shall grant the Client a simple, non-transferable right of use thereto, insofar as this is required for the contractually stipulated purpose.
b) Further rights are expressly not transferred, in particular the Customer shall not be entitled to modify documents created as a result of orders or to use them in any way outside its business operations.
c) If required for the contractually stipulated purpose, documents and work results created as a result of orders may be passed on to authorities or public bodies. Any publication of documents created as a result of orders - in particular via any type of media - and any other disclosure to third parties shall require the express prior written consent of NC.
12 - Data Protection
a) In processing and using personal data, the NC shall comply with the statutory provisions of the EU Data Protection Regulation and the Federal Data Protection Act.
b) The NC uses and processes personal data exclusively for contractual purposes and its own purposes, unless otherwise required by law.
13 - Complaints
a) All complaints are to be addressed to the Quality Management (info@nonachem.com) with reference to the service provided (report number, contact person, service period) and will be centrally recorded, documented and managed.
b) The complainant will receive a confirmation in text form of the receipt of his complaint (confirmation of receipt) within 3 working days.
c) The facts of the case are examined and evaluated internally by two employees who were not involved in the original laboratory activities in question. These employees decide whether to accept or reject the complaint. If the complaint is accepted, these employees decide what measures must be taken to resolve the complaint.
d) The complainant shall receive written information about the decision and the measures taken to resolve the complaint in accordance with 13 Para. 3 within 21 working days of confirmation of receipt.
e) The complainant shall be informed in text form about the further progress and results as well as about the termination of the complaint procedure.
Section 14 - Termination
a) The NC and the AG may terminate the Agreement at any time for good cause. The termination must be in writing.
b) If the contract is terminated for good cause for which the NC is responsible, the NC shall be entitled to remuneration for partial services rendered up to the time of termination only to the extent that these are objectively usable for the Principal. In all other cases, the NC shall retain its claim to remuneration, taking into account the expenses saved.
15 - Place of jurisdiction, place of performance, applicable law
a) The place of jurisdiction for the assertion of claims for both contracting parties shall be Mannheim, provided that the requirements pursuant to 38 of the German Code of Civil Procedure (ZPO) are met.
b) The place of performance for all obligations arising from the contract shall be Mannheim, the registered office of NC.
c) The contractual relationship and all legal relationships arising therefrom shall be governed exclusively by the laws of the Federal Republic of Germany.
16 - Delivery and storage of samples
The delivery of the samples by the customer shall be at the customer's expense and risk. This shall not apply if collection has been agreed. In case of shipment by the CL, the test material must be packed properly and in compliance with the legal regulations. The OP shall be liable for any damage caused by a dangerous condition of the sample material. The OP shall be obliged to inform the NC of all dangers known to him. Samples shall be stored for 4 weeks (solid samples) and up to two weeks (liquid samples), provided that their condition permits and they have not been consumed or modified for the purpose of testing. Longer storage shall be remunerated by the Client. After expiry of the storage period, the samples shall be disposed of. The costs incurred for this can be claimed from the OP. If the Client wishes the samples to be returned, this shall be done upon written request and at his expense.
When sending liquid or powdery samples, the OP shall be obliged to provide the safety data sheets to NC. If no safety data sheets are available, the OP shall provide NC with the information on the hazardous substances contained and on the proper handling.
17 - E-mails
The e-mails and all attachments contain confidential and legally protected information intended exclusively for the use of the addressee. Unauthorized copying, unauthorized disclosure or other unauthorized use of the e-mails with the attachments is not permitted. If you are not the correct addressee or have received the e-mails in error, please inform the sender immediately by telephone or e-mail and destroy the e-mails and all attachments as well as any copies and backup copies.
18 - Severability clause
a) Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.
b) The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision.
19 - Miscellaneous
The General Terms and Conditions of NonaChem GmbH apply in principle to all contracts concluded with customers.
The General Terms and Conditions are published on the national homepage of NonaChem GmbH (https://www.nonachem.com/). The version of the last update replaces all previous versions.
NonaChem Ltd. does not use external links from the third party or Google Analytics, cookies, etc.. Therefore, consent or a warning message is not necessary as long as the AG or home page user does not object.
Last update: 15.12.2021
