General Terms and Conditions of Business for the Company AnRec GmbH & Co KG
I. Scope of Application / Deviating General Terms and Conditions of the Client
The following Terms and Conditions shall apply to all legal transactions concluded between the Client and AnRec GmbH & Co KG (hereinafter referred to as the Contractor) They shall also apply to all future business relations, even if they are not expressly agreed again. Any deviating terms and conditions of the Client, which the Contractor does not expressly acknowledge, shall not be binding for the Contractor, even if the Contractor does not expressly object to them. The Contractor’s Terms and Conditions shall also apply if the Client accepts the Contractor’s performance without reservation and is aware of any terms and conditions of the Contractor that may conflict with (or deviate from) its terms and conditions. Contradictory or deviating terms and conditions shall, therefore, not be recognised.
II Offer and Conclusion of Contract
1. The offer to conclude the contract can only be made by the Contractor Any prior declarations of intent by the Client to the Contractor shall not be deemed to be an offer, but only an invitation to submit an offer (so-called invitatio ad offerendum), unless expressly agreed otherwise.
2. The Contractor is bound to its offer for the conclusion of a test contract for two weeks The offer can only be accepted by the Client within these two weeks. Acceptance must be made in writing or by e-mail or fax.
3. Calculations, drawings, plans and other documents, which are also part of the offer, remain the property of the Contractor, who reserves all copyrights to these documents. The Client may not pass these documents on to third parties without the written consent of the Contractor. If the Client does not accept the offer within the period of time specified in Section II.1, these documents must be returned to the Contractor without delay.
4. Submitted sample material will be disposed of two months after completion of the test order or returned to the Client by special agreement. The costs for the return of the material (transport, packaging) shall be borne by the Client.
1. Unless otherwise agreed in writing with the Contractor, the Client shall pay any remuneration within five working days, calculated from the delivery of the test result or the written analysis certificate and receipt of the invoice. After this point in time, the Client shall be deemed in default without the need for a reminder from the Contractor. In the event of default, interest shall be charged at a rate of 9% above the base discount rate.
2. Payment shall only be deemed to have been made when the amount has been credited to the Contractor’s account without reservation.
IV Obligation of the Client to Cooperate
1. The services to be provided by the Client, such as the provision of necessary information, documents or other acts of cooperation, are to be provided without delay. The Contractor will inform the Client at the time of submission of the offer which information/documents/actions of cooperation are necessary. They must be available at the latest when the offer is accepted by the Client. If they are not available after this time, the Contractor shall be entitled to revoke the offer before acceptance of the offer, and to withdraw from the contract after acceptance of the offer, without the need for a reminder, the setting of a deadline or the use of dunning.
2. If the Client is in default with its obligation to cooperate, the Contractor shall also be entitled to assert claims for damages against the Client. In addition, the period of time in which the Contractor has to perform its contractual services shall be extended for a reasonable period of time, unless the Contractor declares its revocation or withdrawal.
V. Warranty / Liability
1. The Contractor shall be liable without limitation in the event of intentional or grossly negligent conduct. In the event of the erroneous preparation of an analysis or a written analysis certificate, the Client shall immediately give notice of the defect. Notification of obvious defects shall be deemed timely if it is received by the Contractor within 5 working days of delivery of the test results; notification of hidden defects shall be deemed timely if it is received by the Contractor within 5 working days of their discovery.
2. Deliveries of sample material by the Client or a person commissioned by the Client to the Contractor shall be made at the Client’s risk.
3. Except in the case of intentional conduct, any liability on the part of the Contractor shall not exist until a written analysis has been sent in final form or until a written certificate of analysis has been sent to the Client. There shall be no liability for interim results or interim information, except in the case of wilful misconduct.
4. The liability of the Contractor is excluded, as far as an incorrect test result is based on incorrect or incomplete information of the Client. Likewise, liability is excluded for such deviating measurement results which are not based on the breach of the generally valid rules of analysis, but are caused, for example, by inhomogeneous sample material of the Client.
5. In the event of existing warranty rights, the Client shall first grant the Contractor the opportunity to repeat the analysis and to reissue the written analysis certificate. There shall be no further claims unless the Contractor is guilty of fraudulent conduct or the claim is based on the breach of those guarantees given.
6. The Contractor shall otherwise be liable for damages arising from the culpable breach of a cardinal obligation. Cardinal obligations are the fundamental contractual obligations, the fulfilment of which is essential for the proper performance of the contract, the observance of which the contractual partner regularly relies on and may rely on, and the breach of which jeopardises the achievement of the purpose of the contract. If the Contractor has breached these cardinal obligations through slight negligence, its liability for damages resulting therefrom shall be limited to the damages typical for the contract and foreseeable at the time of conclusion of the contract.
7. In the event of injury to life, limb or health, the statutory provisions shall apply without restriction. The same applies to claims under the Federal Data Protection Act.
VI. Use of Written Analysis Certificates and Test Reports
The use for own purposes and vis-à-vis third parties of written analysis certificates, test reports, interim results and other reports and statements of the Contractor, including in verbal form, is only permitted by the Client after full payment of the agreed remuneration.
VII. Mutual Legal Protection and Confidentiality
1. The Contractor shall maintain confidentiality vis-à-vis third parties with regard to all documents and information provided to it by the Client.
2. The Client shall use expert opinions or test reports exclusively within the scope of its business operations while safeguarding the Contractor’s copyright.
VIII Choice of Law / Place of Jurisdiction / Place of Performance / Severability Clause
1. The place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on cheques), as well as for all disputes arising between the parties from the contracts concluded between them, shall be the Contractor’s registered office, insofar as the Client is a merchant within the meaning of the German Commercial Code (HGB).
2. The relations between the contracting parties shall be governed exclusively by German law, even if the customer has its registered office abroad.
3. Should any provision of these General Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of these General Terms and Conditions. In the event of invalid contractual clauses, or to remedy the occurrence of loopholes, an appropriate provision should be agreed, which comes closest to what the contracting parties would have wanted at the time of the conclusion of the contract, and which comes closest to the economic intent of the invalid clause.