General Terms and Conditions of SMP GmbH Testing Validating Researching

1. Scope

The following terms and conditions apply exclusively to all existing and future contractual relationships between SMP GmbH Prüfen Validieren Forschen (hereinafter referred to as SMP) and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and legal entities under public law (hereinafter referred to as contractual partners), as well as to offers and supplements. SMP does not recognise any deviating terms and conditions of the contractual partner.

2. Scope and execution of the order

The scope of the services to be provided is determined exclusively by the offer and any associated order confirmation. Deadlines for the execution of the order only exist if they have been expressly agreed in writing upon conclusion of the contract. In the event of changes or additions to the order, new deadlines must be agreed in writing; the previous deadlines shall cease to be effective. SMP shall only be in default, excluding §286 I, II BGB, after the expiry of a reasonable period set in the reminder. These provisions also apply to preliminary reports. SMP is entitled to subcontract work.

3. Prices

SMP's remuneration is based on the contractual agreement, otherwise it is calculated according to the attached price list. Prices within the Federal Republic of Germany are subject to the applicable statutory value added tax. Services not listed in the price list are charged on an hourly basis.

Unless otherwise agreed, the following hourly rates of SMP apply: Expert / Academic staff: €220.00, Scientific / Academic staff: €150.00, Technical staff: €120.00, plus statutory value added tax in each case.

4. Terms of payment

Invoices are due upon receipt and payable without deduction within 14 calendar days. If the contractual partner defaults on payment, which occurs automatically 14 days after receipt of the invoice without the need for a separate reminder, default interest of 9 percentage points above the base rate pursuant to Section 288 II of the German Civil Code (BGB) shall be payable. SMP reserves the right to assert further damages caused by default. SMP is entitled to demand partial payments from the contractual partner within reasonable limits in accordance with the work performed. The contractual partner is not entitled to offset claims against SMP unless the counterclaim is undisputed, recognised by SMP or legally established. The contractual partner is only entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.

5. Retention of title

SMP retains title to the delivery item, such as investigation reports, statements, etc., until full payment of the remuneration and until all claims have been settled. If the contractual partner fails to meet its payment obligations despite being given notice of default, SMP is entitled to prohibit the use of the above-mentioned products with immediate effect.

6. Liability and warranty

SMP provides its services in accordance with the recognised rules of technology applicable at the time of the order, based on the care customary in the industry.

The procedure for complaints about SMP's services is based on the quality assurance procedure underlying and prescribed by the EN ISO 17025 accreditation. Complaints regarding the test results must be submitted to SMP in writing. The contractual partner has the right to raise objections within a period of six weeks after the test report has been sent or handed over. EN ISO 17025 can be viewed at the premises of SMP and will be sent to the contractual partner upon written request and reimbursement of costs.

SMP shall be liable without limitation in cases of intent or gross negligence on the part of SMP, a representative or a vicarious agent in accordance with the statutory provisions. Furthermore, SMP shall also be liable for damages resulting from injury to life, limb or health or culpable breach of essential contractual obligations (cardinal obligations). Claims for damages due to breach of cardinal obligations shall be limited to foreseeable damage typical for this type of contract.

Any further liability on the part of SMP is excluded, regardless of the legal nature of the claim asserted. This applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance.

Insofar as SMP's liability for damages is excluded or limited, this also applies with regard to the personal liability of SMP's employees, workers, staff, representatives and vicarious agents.

7. Obligations and duties to cooperate

SMP shall be provided with all documents and information required for the fulfilment of the order by the contractual partner. The verification of the accuracy of the documents provided shall only be part of the order if this has been agreed in writing. The contractual partner shall ensure that the technical equipment of the contractual partner necessary for the fulfilment of the order

are accessible, operational and functioning without errors. If processes are to be carried out at the contractual partner's premises in order for SMP to fulfil the order, such as cleaning measures for objects, these must be carried out by the contractual partner in accordance with SMP's instructions, recorded and documented in writing. This documentation must be made available to SMP with assurance of the accuracy of the information. If the documents are incomplete or incorrect, or if the technical equipment is not operational, faulty or inaccessible, SMP shall be entitled to charge the contractual partner for any additional expenses resulting from this in addition to the agreed remuneration. If SMP assists in troubleshooting and/or rectifying faults, these additional expenses shall also be borne by the contractual partner.

The prices specified in point 3 apply.

The contractual partner must provide a label, particularly for prototypes, which would also be eligible for registration with the German Patent and Trademark Office.

If the contractual partner is in default of acceptance or culpably violates its obligations or duties to cooperate, SMP shall be entitled to demand compensation for the damage incurred, including the additional expenses, and/or to terminate the contract.

8. Protection of work products

SMP retains the copyright to the services provided, insofar as these are suitable for this purpose. The contractual partner may only use the expert opinion prepared within the scope of the order, the investigation report with all tables, calculations and other details after full payment of the remuneration and for the purpose for which it is intended as agreed. Any other use, such as publication and reproduction of the statements, expert opinions and investigation reports, in particular for advertising purposes, as well as their use in excerpts, requires the prior written consent of SMP.

9. Sample delivery and storage

The samples shall be delivered by the contractual partner at its own expense and risk, unless collection has been agreed upon at the time of conclusion of the contract. If shipped by the contractual partner, the test material must be packaged properly and in accordance with any instructions issued by SMP. SMP is not obliged to inspect and report any defects immediately upon receipt of the samples.

The contractual partner is obliged to point out all hazards known to them and to notify SMP of these in writing. The contractual partner is liable for all damages resulting from the contractual partner's failure to notify SMP of the hazardous nature of the sample material prior to shipment. The samples shall be stored for at least six months, provided that their nature

. After this period, the samples shall be disposed of at the expense of the contractual partner in accordance with any statutory provisions. If the contractual partner wishes the samples to be returned, this shall be done at its expense upon written request.

10. Confidentiality

SMP undertakes to make all results obtained in connection with the order available to the contractual partner. All information received from the contractual partner and obtained from the investigations will be treated confidentially.

11. Data use

Your name, address data and email address, as well as other data collected via your user profile/account, may be stored and used by us for the purpose of contacting you and providing product information. We do not transfer the data to other third parties unless we are obliged to do so by law.

You can object to this use of data at any time in writing. Please refer to the legal notice or privacy policy for contact details.

12. Transfer of risk

The risk of deterioration or loss of the goods to be delivered shall pass to the contractual partner as soon as SMP has handed over a shipment to the person carrying out the transport. If the goods are ready for dispatch and the contractual partner has been notified that they are ready for dispatch, but dispatch is delayed for reasons for which the contractual partner is responsible

, the risk of accidental loss shall pass to the contractual partner upon receipt of the notification of readiness for shipment.

13. Place of performance and jurisdiction / applicable law

The place of performance and local jurisdiction for both parties shall be Tübingen. The law of the Federal Republic of Germany shall apply. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded.

14. Written form

Agreements must be in writing to be valid. This also applies to the waiver of the written form requirement, as well as to contract amendments or contract cancellations. Declarations, confirmations and commitments made by SMP and its employees must be in writing or confirmed in writing by an authorised representative in order to be valid.

15. Final provisions

Should individual provisions of the contract be or become invalid in whole or in part, this shall not affect the validity of all other provisions or agreements.