1 Scope of application

The following terms and conditions shall apply exclusively to all existing and future contractual relationships between SMP GmbH Prüfen Validieren Forschen (hereinafter referred to as SMP) and entrepreneurs as defined by § 14 BGB (German Civil Code) and legal entities under public law (hereinafter referred to as the contractual partner), as well as to offers and supplements. Deviating terms and conditions of the contractual partner are not recognised by SMP.

 

2 Scope and execution of the order

The scope of the services to be provided shall be determined exclusively by the offer and any related order confirmation. Deadlines for the execution of the order shall 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 lose their validity. Under exclusion of § 286 I, II BGB (German Civil Code), SMP shall only be in default after the expiry of a reasonable period of grace set in the reminder. These provisions shall also apply to preliminary reports. SMP is entitled to subcontract.

 

3 Prices

The remuneration of SMP is based on the contractual agreement, otherwise it is calculated according to the enclosed price list. Prices within the Federal Republic of Germany are subject to value added tax at the applicable rate. Services not listed in the price list shall be charged on an hourly basis.

Unless otherwise agreed, the following SMP hourly rates shall apply Expert / Academic Assistant: €220.00, Scientific / Academic Assistant: €150.00, Technical Assistant: €120.00, plus VAT at the applicable rate.

 

4 Terms of payment

Invoices are due upon receipt and payable without deduction within 14 calendar days. If the contractual partner is in arrears with a payment, which occurs automatically 14 days after receipt of the invoice without the need for a separate reminder, interest on arrears in the amount of 9 percentage points above the base interest rate according to §288 II BGB (German Civil Code) shall be due. SMP reserves the right to claim further damages for delay. SMP is entitled to demand partial payments from the contractual partner in accordance with the work performed to a reasonable extent. Offsetting by the contractual partner against claims of SMP is excluded, unless the counterclaim is undisputed, recognised by SMP or legally established. The contractual partner shall only be authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.

 

5 Retention of title

SMP retains title to the delivery item, such as test reports, statements, etc., until the remuneration has been paid in full and all claims have been settled. If the contractual partner does not fulfil his payment obligations despite a reminder, SMP is entitled to prohibit the use of the products with immediate effect.

 

6 Liability and Warranty

SMP provides its services in accordance with the recognised rules of technology applicable at the time the order is placed and with the due care and attention customary in the industry.

The procedure for complaints about SMP's performance is based on the quality assurance procedure underlying the accreditation according to EN ISO 17025. Complaints about the test result 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 is available for inspection at SMP's premises and will be made available to the contractual partner upon written request and against 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, body or health or from the culpable breach of essential contractual obligations (cardinal obligations). The claim for damages for breach of cardinal obligations is limited to the foreseeable damage typical for the contract.

Any further liability of SMP is excluded, regardless of the legal nature of the asserted claim. This also applies to claims based on tort or claims for reimbursement of futile expenses in lieu of performance.

Insofar as SMP's liability for damages is excluded or limited, this shall also apply regarding the personal liability of SMP's employees, workers, staff, representatives and vicarious agents.

 

7 Duties and obligations to cooperate

The contractual partner shall provide SMP with all documents and information necessary for the fulfilment of the order. Verification of the correctness of the documents provided is only part of the order if this has been agreed in writing. The contractual partner must ensure that the technical equipment of the contractual partner required for the fulfilment of the order is

is accessible and ready for operation and works without errors. If SMP must carry out work at the contractual partner's premises in order to fulfil the order, such as cleaning of objects, these must be carried out by the contractual partner according to SMP's instructions, recorded and documented in writing. This documentation must be made available to SMP with the assurance that the information is correct. If the documentation is incomplete or incorrect, or if the technical equipment is not operational, faulty or inaccessible, SMP is entitled to charge the contractual partner for the resulting additional expenses in addition to the agreed remuneration. If SMP is involved in troubleshooting and/or fault rectification, these additional expenses shall also be borne by the contractual partner.

The prices stated in point 3 shall apply.

Particularly in the case of prototypes, the contractual partner must provide a marking that can also be registered with the German Patent and Trademark Office. If the contractual partner is in default of acceptance or culpably violates his duties or obligations to cooperate, SMP shall be entitled to demand compensation for the damage incurred, including additional expenses, and/or to terminate the contract.

 

8 Protection of work results

SMP retains the copyright to the services provided, provided they are suitable for this purpose. The contractual partner may only use the expert opinion, the investigation report with all tables, calculations and other details prepared within the scope of the order after full payment of the remuneration and for the agreed purpose. Any other use, such as the publication and reproduction of the statements, expert opinions and test reports, in particular for advertising purposes, as well as the use of extracts thereof, shall require the prior written consent of SMP.

 

9 Supply and storage of samples

Samples shall be delivered by the contractual partner at its own cost and risk, unless collection has been agreed upon at the conclusion of the contract. When dispatched by the contractual partner, the test material must be packed properly and in accordance with the instructions of SMP. SMP shall not be obliged to inspect the samples immediately upon receipt and to give notice of defects.

The contractual partner is obliged to point out all known dangers and to inform SMP in writing. The contractual partner shall be liable for all damages resulting from the fact that the contractual partner did not inform SMP about the hazardous nature of the sample material before sending it. The samples shall be stored for at least six months.

The samples shall be stored for at least six months. After this period, the samples will be disposed of at the expense of the contractual partner in accordance with any statutory regulations. If the other party wishes the samples to be returned, this will be done at the other party's expense following a 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 information obtained from the tests shall be treated confidentially.

 

11 Use of data

Your name, address, e-mail address and other data collected through your user profile/account may be stored and used by us for the purpose of contacting you and providing you with product information. We do not share this information with other third parties unless we are required to do so by law.

You may object to this use of your data at any time in writing. The contact details for this can be found in the imprint or in the privacy policy.

 

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 consignment to the person carrying out the transport. If the goods are ready for dispatch and the contractual partner has been notified that the goods are ready for dispatch, but the dispatch is delayed for reasons for which the contractual partner is responsible, the risk of loss or deterioration shall pass to the contractual partner.

The risk of accidental loss shall pass to the other party upon receipt of the notification of readiness for shipment.

 

13 Place of performance and jurisdiction / applicable law

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

 

14 Written form

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

 

15 Final provisions

Should individually 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.