General Terms and Conditions

This page is an English translation provided for your convenience. The German original (AGB) is the legally binding version.

§ 1 Scope

The legal relationships between C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH (service provider, supplier, contractor) and its customers (Client) are governed by the following terms of contract. Deviating terms and conditions of the Client shall only become part of the contract if C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH expressly acknowledges them in writing.

§ 2 Order

Acceptance of an order, as well as verbal, telephone-based or employee-made agreements, assurances or side agreements made in the course of contract negotiations, require written confirmation by C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH to be effective. The subject of the order comprises calibrations, repairs, measurements, consulting, planning and deliveries in accordance with the current state of the art.

In the context of our accreditation, we would like to point out to our customers that we are required to comply with the requirements of the regulatory framework EA-3/01 M:2021. If the scope of a service falling within C-TEC's accreditation scope has not been sufficiently described by the customer, C-TEC's Terms and Conditions shall, through their acknowledgement and validity, be deemed expressly legally binding in accordance with EA-3/01 M:2021 section 5.2.1 and shall serve as a documented agreement between C-TEC Systemtechnik GmbH and the Client for the explicit definition of the scope of services. The current scope of services can also be found on our website in the Calibration section, among other places. We are happy to send this to you by email on request. We therefore ask you to inform us, when placing an order, which type of calibration is required. Do you wish to have an in-house calibration or a DAkkS-accredited calibration? In the case of an in-house calibration, please note that the resulting calibration certificate does not meet the requirements of the EA MLA.

§ 3 Performance of the Order and Client's Duty to Cooperate

The order is carried out by C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH impartially and to the best of its knowledge. The place of performance for agreed calibration services is the registered office of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung, unless the work takes place at a location designated by the Client and prepared for the smooth performance of the work. Should unforeseen time-consuming or costly investigations become necessary, the Client's prior consent must be obtained. If a time limit has been agreed for the order, this shall not, in case of doubt, be construed as a fixed-date transaction (Fixgeschäft). All verbal statements connected with the order require written form to be legally effective.

Since the nature, scope and duration of a calibration depend on various parameters over which the contractor has no influence (e.g. type and technical condition of the measuring or test equipment, necessary repairs, completeness of the required documents, etc.), binding completion dates cannot generally be agreed. Where turnaround times are stated in a specific order, these are legally non-binding and may at most serve the Client as an aid for scheduling purposes. Where cooperation by the Client is required for the proper performance of an order, the Client must provide this in good time and at its own expense. Expenses shall only be reimbursed to the Client if this has been expressly agreed in writing. If the Client fails to fulfil its duties to cooperate, does not do so in time, or does not do so properly, C-TEC Systemtechnik GmbH is entitled to invoice the Client for the resulting additional expense. The assertion of further statutory claims remains reserved.

§ 4 Obligations of the Client

The Client may not issue instructions to C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH that could distort its factual findings or the result of a test or calibration. The Client shall ensure that C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is provided, free of charge and in good time, with all information and documents necessary for the performance of the order.

Conformity assessment is carried out on the basis of the cases set out in Figure 1 pursuant to § 5, unless different rules or customer specifications apply in the specific case.

§ 5 Decision Rule

If C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH has not received written instructions from the customer on how measurement uncertainty is to be taken into account, DAkkS calibrations will in future be evaluated by level of confidence with a statement of conformity ≥ 95 %!

§ 6 Confidentiality

C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is prohibited from disclosing, passing on or exploiting, without authorisation, facts and documents entrusted to it in the course of its activities or otherwise made known to it. The duty of confidentiality covers all non-public facts and continues to apply beyond the duration of the contractual relationship. C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is authorised to disclose, pass on or use for its own purposes any findings obtained in the course of its activities if it is legally obliged to do so, or if the Client expressly releases it from the duty of confidentiality in writing.

Furthermore, C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH and its employees are, subject to agreement with the Client, authorised to use, publish and independently scientifically evaluate examination results obtained in the course of services provided, for scientific purposes, in compliance with data protection requirements. While present in the laboratory, the customer is not permitted to visit other customers or their test setups. Photography is only permitted upon request and only of one's own test setup. Furthermore, photography outside the building of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH on the remaining grounds of the security area is not permitted.

§ 7 Copyright Protection

The publication, in particular of test reports and calibration certificates or documents at the consulting level, and their use, reproduction and distribution is only permitted within the scope of the contractually defined purpose of use and with express reference to C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH by name. Alteration or editing is not permitted.

§ 8 Remuneration

C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is entitled to payment of a fee. All prices are exclusive of the applicable statutory value-added tax. Repeat testing due to fault clearance, hardening, or at the customer's special request will be charged additionally at the hourly rates applicable at the time.

§ 9 Payment and Default of Payment

The agreed remuneration becomes due upon receipt of the service (invoice, test report, calibration certificate, planning document) by the Client. Partial invoicing is permitted. Payment orders, cheques and bills of exchange are only accepted by special agreement, subject to all collection and discount charges, and only on account of payment. If the Client defaults on payment or an advance payment, C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH may, after setting a reasonable grace period, withdraw from the contract, or default interest of 2 % above the respective discount rate of the Deutsche Bundesbank, but at least 6 %, shall be payable. C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH reserves the right to assert higher default damages upon corresponding proof. In the event of non-compliance with payment terms, C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is entitled to declare all outstanding remuneration claims immediately due. This also applies in the event of non-payment of bills of exchange and cheques. The Client may only set off against claims of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung if the Client's counterclaim is undisputed or has been finally adjudicated. The Client may assert a right of retention if it is based on claims arising from a concluded contract.

Payments are to be made as follows:

• a) For business transactions with an order value of up to EUR 5,000: net cash on delivery and receipt of invoice.
• b) For business transactions with an order value exceeding EUR 5,000 and a delivery period of up to 3 months: 1/3 of the order value upon conclusion of the contract, the remainder upon delivery.
• c) For business transactions with an order value exceeding EUR 5,000 and a delivery period exceeding 3 months: 30 % of the order value upon conclusion of the contract; 30 % of the order value after expiry of the first third of the agreed delivery period; 30 % of the order value after expiry of the second third of the agreed delivery period; 10 % of the order value upon delivery.

If delivery is delayed for reasons attributable to the customer, delivery shall be deemed to have taken place upon notification of readiness for shipment. All payments are to be made immediately upon invoicing, without any deduction, free to the supplier's paying agent. Payment deadlines are deemed to have been met if the supplier can access the amount within the deadline.

§ 10 Exceeding Deadlines

C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH gives no guarantee for meeting a specific deadline. If a deadline for delivery of the service has been agreed, it begins upon conclusion of the contract. If C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH requires documents from the Client to perform the service, or if payment of an advance has been agreed, the deadline period does not begin until the complete documents or the advance payment have been received. If an agreed delivery date is exceeded, the Client may only withdraw from the contract or claim damages in the event of default in performance by the supplier or impossibility for which C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH is responsible. In addition to delivery, the Client may only claim damages for default if it proves intent or gross negligence on the part of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH. To meet testing timeframes and reduce testing time, it is necessary that the customer provide support with the test setup, functional inspection and functional assessment.

§ 11 Retention of Title

Goods and other services rendered remain the property of the supplier until all claims against the customer have been satisfied (goods subject to retention of title), even if the individual goods or other partial services have been paid for. Pledging or transfer by way of security of goods subject to retention of title is not permitted.

§ 12 Termination

C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH and the Client may terminate the contract at any time for good cause. Termination must be declared in writing. Termination without good cause is excluded. If the contract is terminated for good cause attributable to C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH, it is only entitled to remuneration for the partial service provided up to the time of termination to the extent that this is objectively usable for the Client. In all other cases, C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH retains the right to full reimbursement of expenses. Unless the Client demonstrates a higher share of saved expenses in an individual case, this is agreed at 40 % of the remuneration for services not yet rendered by C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH.

§ 13 Warranty

As a warranty remedy, the Client may initially only demand rectification free of charge. This requires setting a reasonable grace period; 14 days is deemed reasonable. If rectification is not carried out within a reasonable time or fails, the Client may demand rescission of the contract or a reduction in remuneration. Obvious defects must be notified to C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH in writing without delay after discovery by the Client; otherwise the warranty claim expires. In the absence of warranted characteristics, a claim for damages remains unaffected.

§ 14 Passing of Risk, Shipping

The Client bears the risk for all deliveries, including any returns, even if freight-free, FOB or CIF delivery (Incoterms 2000) has been agreed. Risk passes to the Client as soon as the shipment leaves the warehouse of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH or a third-party warehouse maintained by C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH. If shipment is delayed at the Client's request or due to circumstances attributable to the Client, risk passes to the Client from the day of notification of readiness for shipment for the duration of the delay. The Client is generally responsible for the provision, suitable packaging and transport of the equipment to the place of performance, as well as the return transport after the agreed work has been carried out, unless the contractor assumes these tasks for a separate fee.

Please therefore ensure stable, equipment-appropriate packaging when shipping. This packaging will generally also be used by C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH for the return shipment. We cannot be held liable for any resulting damage. Each shipment is insured as standard for EUR 500. At the Client's request, we will arrange additional transport insurance at the Client's expense.

§ 15 Liability and Limitation Period

C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH excludes liability for itself and its agents – regardless of legal grounds – in all cases, unless damage was caused intentionally or through gross negligence. This exclusion of liability also applies to damage arising in the course of rectification. This does not affect the Client's rights under warranty pursuant to § 11. Claims due to delivery delay are conclusively governed by § 9. All claims not subject to the short limitation period of § 638 BGB (German Civil Code) become time-barred after three years.

• a) Liability for personal injury is governed by statutory provisions.
• b) Liability for property damage is limited to EUR 50,000 per claim and to EUR 100,000 in total.
• c) Liability for financial loss is excluded. It is the Client's responsibility to verify whether the aforementioned conditions are acceptable to it or correspond to the value of the test item. If necessary, the Client shall take out supplementary insurance covering the contractor. In the case of a test item value exceeding EUR 50,000, the contractor must be informed in any case. Modifications (e.g. fault clearance) to test items are carried out solely at the Client's risk. The customer is liable for damage caused to C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH by the test object; this applies in particular in the case of water ingress.

§ 16 Place of Performance and Jurisdiction

The place of performance is the registered office of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH. The exclusive place of jurisdiction is Dortmund. If the Client has no general place of jurisdiction within Germany, or has relocated its domicile or habitual residence outside Germany after conclusion of the contract, or if its domicile or habitual residence is unknown at the time legal action is brought, the registered office of C-TEC Systemtechnik und Serviceleistung für die Werkstoffprüfung GmbH shall likewise be deemed the place of jurisdiction. Should individual provisions of these terms and conditions be invalid under applicable statutory provisions, the validity of the remaining contractual agreements shall not be affected.

Dortmund, 30 January 2020