General Terms and Conditions for the Performance of Services by Ruhr Lab GmbH – 01/2019
These General Terms and Conditions shall only apply to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). These General Terms and Conditions apply to the exclusion of any other terms and conditions. Any deviating or conflicting terms and conditions will not be recognised by Ruhr Lab GmbH unless they are expressly agreed to in writing.
2. Scope of services
2.1. The content and scope of the services to be provided by Ruhr Lab GmbH are determined by the written offer or the written order confirmation. Any contract with customers shall only be deemed to have been concluded upon written acceptance by Ruhr Lab GmbH. Ruhr Lab GmbH is entitled to reject offers. Any changes or additions to the scope of the order shall be made in writing in order to be legally binding.
2.2. The agreed services shall be provided in accordance with the contractual agreements, in accordance with the generally recognised rules of sound engineering practice at the time of the conclusion of the contract and in compliance with the relevant principles and rules of chemical and physical analysis applicable at the time of the conclusion of the contract, the relevant standards in their currently valid version and the generally accepted state of the art in science, taking into account the statutory and official requirements.
2.3. If, for whatever reason, certain tasks cannot be carried out by Ruhr Lab GmbH in the course of order processing, Ruhr Lab GmbH reserves the right to subcontract such tasks to selected and technically highly qualified institutions.
3. Customer’s obligations
3.1. The customer shall provide Ruhr Lab GmbH with all information required for the performance of the contract free of charge and in a timely manner. In particular, the customer shall take all necessary precautions to protect third-party rights.
3.2. Any official permits or third-party consents required for the scope of the order and the performance of the contract shall be obtained by the customer at its own expense and evidence thereof shall be provided to Ruhr Lab GmbH.
4.1. Ruhr Lab GmbH’s liability is excluded except in cases of intent or gross negligence. In particular, Ruhr Lab GmbH shall not be liable for damage typically or necessarily associated with or occurring during the performance of the investigation. This also applies to slightly negligent breaches of duty by legal representatives or vicarious agents, unless there is a culpable breach of material contractual obligations. Unless there is an intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. This shall not prejudice liability for culpable injury to life, limb or health nor liability under the German Product Liability Act (ProdHaftG).
4.2. Ruhr Lab GmbH’s warranty only covers the services expressly commissioned to it and only the sample material provided. Results in test reports refer only to such sample material provided.
4.3. Ruhr Lab GmbH’s obligation to pay compensation is limited to a maximum amount of EUR 2,500 per order.
4.4. If Ruhr Lab GmbH’s failure to meet a deadline or date is due to an event of force majeure, the agreed deadlines and dates shall be extended by the duration of the events causing the delay, insofar as these obstacles can be shown to have a not merely insignificant influence on the performance of the services. This also applies if the circumstances occur during a delay.
5.1. If no remuneration is stated in the order confirmation, the price list valid at the time of placing the order shall apply. The prices listed in the respective valid price list are binding for both parties.
5.2. The price is due immediately upon receipt of the invoice and payable within 14 days of proper invoicing. In the event of failure to effect payment, interest on arrears shall be charged at a rate of 7 % above the respective base interest rate per annum. Ruhr Lab GmbH reserves the right to claim compensation for any further damage caused by default.
6. Set-off, right of retention
6.1. Ruhr Lab GmbH shall be entitled to rights of set-off and retention to the full extent permitted by law.
7. Retention of samples
7.1. After performance of the contract, Ruhr Lab GmbH shall be entitled to retain the sample material for the duration of the warranty period. Ruhr Lab GmbH shall be entitled to destroy or dispose of the test items after this period at the latest. If test items contain substances that require their disposal as hazardous waste, Ruhr Lab GmbH may return the test items to the customer at the customer’s expense.
8. Right to withdraw from contract
8.1. Ruhr Lab GmbH shall be entitled to withdraw from the contract if timely performance of the contract is impossible due to circumstances for which the customer is responsible; if the customer fails to meet its obligations to cooperate; if insolvency proceedings are opened against the customer’s assets or if the opening of insolvency proceedings is rejected for lack of assets to cover costs.
8.2. If Ruhr Lab GmbH declares its withdrawal from the contract under 8.1, it shall be entitled to compensation for all costs incurred up to that point in time.
9.1. Ruhr Lab GmbH undertakes to treat all information obtained during the performance of this contract as confidential.
10. Intellectual property
10.1. Ruhr Lab GmbH reserves the copyrights and all ancillary rights to the expert opinions, test results, calculations, photos, photo documentation, etc. prepared by it. In this respect, Ruhr Lab GmbH is not obligated to provide further detailed documents (in electronic or paper form) or such documents that have not been included in the completed works commissioned (expert opinions, test reports, etc.). Ruhr Lab GmbH may keep copies for its files of any written documents which are made available to Ruhr Lab GmbH for inspection and which are of importance for the performance of the contract.
10.2. The customer may use the offers, test results, reports, analyses, calculations, expert opinions, drawings, data carriers, photos, photo documentation and the like prepared in the course of the contract by Ruhr Lab GmbH or by subcontractors commissioned by Ruhr Lab GmbH without modification only for the purpose stated therein. They may only be made available to third parties against payment or free of charge in their entirety, stating the name and with the written consent of Ruhr Lab GmbH. This shall not constitute any liability towards third parties.
11. Closing Provisions
The place of performance and the place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions shall be Gelsenkirchen, Federal Republic of Germany, provided that the customer is a merchant (Kaufmann) within the meaning of the German Commercial Code. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. Should any provision of these General Terms and Conditions be invalid, incomplete or unenforceable, this shall not affect the validity of the remaining provisions.