General Terms and Conditions (GTC)

I. Scope of application

• The following General Terms and Conditions of Business (hereinafter referred to as GTC) shall apply exclusively to all services provided by medpro analytics GmbH. By placing an order with medpro analytics GmbH, its GTC shall be deemed accepted. Amendments to the GTC shall also become an integral part of current contracts as soon as they become valid. Terms and conditions that deviate from the GTC of medpro analytics GmbH shall be deemed not to have been agreed and are hereby rejected.

II. Execution of the order

• The subject of an order can be inspections as well as any kind of analytical activity such as establishing facts, evaluating and inspecting components. The services in detail can be found in the respective order confirmation.
• The written form shall apply to all agreements, including supplements, amendments and collateral agreements. If the customer places an order, the contract shall only become effective if medpro analytics GmbH issues a written order confirmation.
• Dates and deadlines for services shall only be binding if confirmed in writing by medpro analytics GmbH. Agreements on dates and deadlines are subject to the proviso that the customer fulfills its obligations. Events of force majeure, general supply difficulties, disruptions at transport companies, operational and other disruptions for which medpro analytics GmbH is not responsible at medpro analytics GmbH or its suppliers or cooperation partners and their consequences shall release medpro analytics GmbH from its obligation to perform for the duration of the disruption and the extent of its effects. Such events shall also entitle medpro analytics GmbH not to provide contractual services to the exclusion of any obligation to pay compensation. In the event of non-availability of the services, medpro analytics GmbH shall inform the customer immediately of this circumstance and reimburse any consideration already paid without delay.
• Objections to the content of a test report, an order confirmation or an invoice must be raised and specified in writing without delay, but at the latest within four weeks of receipt. If no objections are raised within this period, the reports or invoices shall be deemed confirmed. In the case of mutual commercial transactions, the inspection and complaint obligations of § 377 HGB (German Commercial Code) shall apply to the customers, also for work and services of medpro analytics GmbH.
• In addition to the claim for performance, the customer may only claim damages for delay if medpro analytics GmbH is proven to have acted with intent or gross negligence. The order shall be deemed to have been fulfilled upon dispatch of the written result of the order (date of the Deutsche Post AG postmark).
• Examination and test materials shall be disposed of 12 months after performance of the service or after delivery of the test report or shall remain at medpro analytics GmbH for free disposal if required. The disposal of the examination and test materials and the assumption of the resulting costs shall be handled in accordance with the provisions set out in the individual order.
• Test reports prepared within the scope of the order shall be archived at medpro analytics GmbH for ten years. The same applies to documents provided by the customer for the execution of the order.
• Test reports prepared within the scope of the order shall be archived at medpro analytics GmbH for ten years. The same applies to documents provided by the customer for the execution of the order.

III. Service price and payment

• The price shall be agreed for each order or project on the basis of the services offered by medpro analytics GmbH. Prices quoted in an offer are based on an estimate of the scope of services required and are therefore non-binding. Medpro analytics GmbH reserves the right to increase prices due to increased personnel or material costs, with the exception of fixed price agreements.
• Unless otherwise agreed in writing, the prices of medpro analytics GmbH are quoted in Euro plus the applicable value added tax and ex medpro analytics GmbH's shipping department. Costs for packaging and transportation may be invoiced separately. Unless otherwise agreed, invoices shall be payable within 14 days of the invoice date, subject to receipt of the invoice. Thereafter, default shall occur without further reminder. Medpro analytics GmbH may charge interest on arrears from the due date at a rate of 5 percentage points above the respective base interest rate and may also claim further damages for default.
• Medpro analytics GmbH shall be entitled to demand a reasonable advance payment prior to execution of the order.
• Offsetting against claims other than undisputed or legally established claims is excluded.

IV. Obligations of the client

• The customer shall ensure that medpro analytics GmbH receives all information and documents (e.g. drawings, calculations, correspondence, available research results, etc.) necessary for the execution of the order free of charge and in good time.
• Medpro analytics GmbH shall be informed in good time and without special request of all circumstances that may be of recognizable significance for the provision of the service.

V. Obligations of medpro analytics GmbH

• Medpro analytics GmbH shall provide its services in accordance with the generally recognized rules of technology and the necessary care at the time of commissioning. Medpro analytics GmbH shall be liable in the event of a material defect - if technically possible - by repeating the defect free of charge, in the case of technical products at its discretion by remedying the defect or manufacturing a new product. The customer shall only be entitled to reduce the purchase price or withdraw from the contract if the rectification of the defect fails after three attempts or is not possible for other reasons. The claim for subsequent performance must be asserted by the customer in writing without delay. The customer shall grant medpro analytics GmbH the time and opportunity required at its reasonable discretion for subsequent performance. If the customer refuses to do so, medpro analytics GmbH shall be exempt from subsequent performance.

VI. Protection of work results/publications

• Medpro analytics GmbH retains the copyright to the services provided insofar as they are suitable for this purpose. The customer may only use the test report prepared within the scope of the order, including all tables, calculations and other details, for the purpose for which it is intended in accordance with the agreement. The publication and reproduction of expert opinions, tests, test reports, protected service marks and performance-related presentations of medpro analytics GmbH for advertising and other business purposes, including the use of excerpts thereof, shall require the written consent of medpro analytics GmbH. This also applies to the promotional use of the name medpro analytics GmbH in public and/or vis-à-vis third parties.

VII. Secrecy

• Medpro analytics GmbH undertakes to make all results obtained in connection with the order available to the customer. Information received or obtained that is not already publicly known or accessible shall be treated confidentially.

VIII. Duty of confidentiality

• Medpro analytics GmbH is subject to a duty of confidentiality. Accordingly, it is also contractually prohibited from disclosing, passing on or exploiting the test report itself or facts or documents or research results that have been entrusted or otherwise become known in the course of its activities without authorization. The duty of confidentiality includes all facts that are not in the public domain.
• Medpro analytics GmbH may use commercial methods and procedures developed by medpro analytics GmbH within the scope of the order for its own purposes free of charge.
• The duty of confidentiality shall apply to all persons working for medpro analytics GmbH. Medpro analytics GmbH shall ensure that the duty of confidentiality is observed by the aforementioned persons.
• Any publication of the work results or parts of the results from the order by medpro analytics GmbH requires the prior consent of the customer.

IX. Warranty

• Even in the case of contracts for work and services and contracts for work and materials, the customer's warranty rights require that the customer inspects the results delivered by medpro analytics GmbH without undue delay and properly notifies medpro analytics GmbH of any defects without undue delay. Hidden defects must be reported immediately after their discovery in accordance with Sections 377, 378 of the German Commercial Code (HGB). Complaints must be made in writing, specifying the defect. If these requirements are not met, the client shall lose his warranty rights. The preclusion period for warranty claims against medpro analytics GmbH shall be 12 months, starting from the handover of the test report or the research results by medpro analytics GmbH. Any further claims of the customer, regardless of the legal grounds, are excluded. Medpro analytics GmbH shall therefore not be liable for damages that have not occurred to the work result itself, in particular it shall not be liable for loss of profit or other financial loss of the customer.In addition, the customer may only assert claims for damages due to non-performance pursuant to Section 635 BGB in the case of contracts for work and services and contracts for work and materials for non-fungible items if the work has a defect that is not merely insignificant and for which medpro analytics GmbH is responsible and the usability of the work is not only insignificantly impaired as a result or the defect is based on a breach of the recognized standards of the German Civil Code.
• In addition, the customer may only assert claims for damages due to non-performance pursuant to Section 635 BGB in the case of contracts for work and services and contracts for work and materials for non-fungible goods if the work has a defect that is not merely insignificant and for which medpro analytics GmbH is responsible and the usability of the work is not only insignificantly impaired as a result or the defect is based on a violation of the recognized rules of technology. Otherwise, the provision under 1.
• The above limitations of liability shall not apply if the cause of the damage is based on intent or gross negligence on the part of the executive bodies of medpro analytics GmbH or gross negligence on the part of senior executives or grossly negligent breach of material contractual obligations by other vicarious agents or negligent breach of material contractual obligations by the executive bodies or senior executives of medpro analytics GmbH. In the event of simple negligence on the part of other vicarious agents, the claim for damages shall be limited to € 2,500.00 unless the customer has informed medpro analytics GmbH in writing of a higher risk of damage when placing the order. The above limitations of liability shall not apply to claims under the Product Liability Act.

X. Termination

• Until completion of the work, the customer may only terminate the contract for good cause. If the customer terminates the contract, medpro analytics GmbH shall be entitled to demand the agreed remuneration, but shall be entitled to set off any expenses it saves as a result of the termination of the contract or acquires or maliciously fails to acquire through other use of its labor. Ordinary termination is excluded.

XI. Place of jurisdiction, place of performance

• If the customer is a registered trader or does not have its registered office in Germany, the place of jurisdiction shall be Mannheim. However, medpro analytics GmbH shall also be entitled to sue the customer at the court of its registered office or habitual residence. The place of performance shall be Hirschberg unless otherwise agreed in writing.

XII. Applicable law / severability clause

• The legal relationship between the parties shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Should individual provisions of the contract or these GTC be invalid, this shall not affect the validity of the other provisions. In this case, the contracting parties shall agree on an effective provision that comes as close as possible to the economic purpose of the invalid provision.