General Terms and Conditions
1.1 The following General Terms and Conditions of Business of CR3-Analytik GmbH & Co. KG (hereinafter referred to as “CR3” or “We”) shall form the basis of any offers, contracts, services and work performance and the resulting contractual legal relationships between us and our customers.
1.2 Deviating agreements and conditions, in particular any general terms and conditions of the contractual partners of CR3, shall only become part of the contract if CR3 expressly acknowledges such in writing.
1.3 These General Terms and Conditions shall only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
2. Offers and Conclusion of Contract
Unless they are expressly designated as binding, our offers shall be subject to change – in particular with regard to execution, prices and deadlines. In the first case we shall be bound by our offers for a period of six weeks. We accept incoming orders through confirmation in text form, or by performance of the contractual service at the latest.
3. Delivery of Sample Materials
3.1 The customer shall bear the costs and the risk of delivery of sample material to our premises. If collection by us is agreed in individual cases, then we shall invoice the costs for this separately.
3.2 The customer shall properly pack and, if required, ship the sample material while taking any instructions issued by us into consideration and, if applicable, in accordance with statutory provisions.
3.3 The delivery of samples that are toxic, corrosive, explosive or highly flammable or which contain toxic components (heavy metals, chlorine compounds, solvents, high-boiling hydrocarbons, etc.) may only take place following consultation with us.
3.4 The customer shall be obliged to provide us with any and all hazard and handling instructions for the sample material and, if known, to inform us of the composition of the sample material.
4. Ownership of the Sample Material; Storage and Disposal; Client Liability
4.1 The customer shall be liable for any damage attributable to a condition of the sample material in accordance with Clause 3.3; our responsibility in accordance with Clause 9 shall remain unaffected. The acceptance of sample materials for testing purposes shall not result in a transfer of ownership of the sample materials.
4.2 We shall store the sample materials as retained samples for a period of six weeks (“storage period”) as of receipt. After this storage period, the samples as well as the containers shall be discarded and disposed of as waste. We ask for written instructions should the customer wish to store the samples for a longer period; the customer shall bear for the costs of any longer storage. The samples may be returned at the customer’s request and expense, provided that it is not a sample for which a special disposal method is required (see Clause 4.3 below).
4.3 We shall arrange for proper disposal of the sample materials following expiry of the storage period. The waste will be declared in accordance with the ingredients determined by us following prior analysis and, if applicable, notification by the customer. The customer shall be liable in the event of false declarations due to properties or ingredients of the waste unknown to us. If responsibility under the law relating to waste disposal lies with us as the possessor of the waste, then the customer shall indemnify us against any and all claims upon first request; our responsibility in accordance with Clause 9 shall remain unaffected. Should special disposal methods become necessary, e.g. for samples containing dioxins, then disposal shall not be arranged by us; instead the customer shall be obliged to collect the samples from us at our request and at the customer’s own expense.
5. Scope of Services, Provision of Service
5.1 Our offer or the customer’s order shall be decisive for the scope of the service, provided that acceptance has been occasioned by the customer or us in each case.
5.2 Verification of the accuracy, completeness and correctness of documents provided to us by the customer shall only constitute part of our duties if this has been expressly agreed in writing. The same shall apply with regard to advising the customer on the analytics suitable for the purpose of the order as well as assessment of the analysis results by us.
5.3 We shall not be responsible for verifying the correctness of the standards and procedural specifications on which our tests and expert opinions are based, such as statutory provisions or DIN standards.
5.4 Unless otherwise agreed in writing, we shall have the right to determine the method and type of testing at our own professional discretion.
5.5 We shall be entitled to employ one or more subcontractors in order to fulfil our contractual obligations.
5.6 The customer or a representative of the customer may, upon request, be present in the laboratory when analysis of the samples is carried out; however, confidentiality with regard to other customers and relevant statutory provisions shall be observed. Our company regulations as well as our instructions for any visits to our laboratory are to be followed without fail.
5.7 Transmission of the analysis results shall take place via e-mail, unless the customer has expressly requested a written transmission in text form. We point out that transmission is carried out by means of unencrypted e-mail and we assume no liability for the confidentiality and integrity during transmission and following receipt by the customer. No results of analyses shall be communicated by telephone.
6. Periods of Performance and Deadlines, Force Majeure
6.1 The periods of performance and deadlines specified by us are based on non-binding estimates of the scope of work as a result of notifications received from our customer; the same shall also apply to standard delivery periods that we communicate in general. Any and all performance deadlines shall only commence once our customer has fulfilled all prior obligations to cooperate. We shall make every effort to meet any deadlines requested by the customer.
6.2 Deliveries are subject to correct delivery by our suppliers. We shall immediately notify the customer if we are unable to provide a service, or are unable to provide such on time or in full and, if applicable, inform the customer of the expected duration of the resulting delay.
6.3 In the event of force majeure, such as a shortage of energy or raw materials, significant loss of employees and machinery, official orders, the effects of labour disputes, traffic disruptions, operational disruptions or similar impediments to testing for which we may not be held responsible, we shall be released from the obligation to provide the service for the duration of the impediment as well as a reasonable warm-up period. We shall immediately inform the customer of the disruption and its expected duration. Furthermore, we shall immediately inform the customer about the end of the disruption. Should performance become permanently impossible or should the delay last for three months or more, then either we or the customer may withdraw from the agreement. In this case any consideration will be immediately refunded.
7. Cooperation of the Customer, Acceptance
7.1 Our customer shall warrant that any cooperation required on the part of the customer or on the part of the customer’s vicarious agents will be provided in good time and free of charge for us. These acts of cooperation shall comply with the relevant standards, in particular safety provisions (VDE, DIN, etc.) and accident prevention regulations.
7.2 The customer shall bear any additional expenses incurred due to the fact that work has to be repeated or is delayed as a result of late, incorrect or incomplete information or cooperation that is not properly provided. We shall be entitled to separately invoice such additional expenditure even if a fixed or maximum price has been agreed.
7.3 Formal acceptance of our service shall only be required if agreed on an individual case basis. Otherwise, our service shall be deemed to have been accepted in accordance with the contract 14 days following transmission of the analysis result, unless the customer objects to acceptance within this period. The same shall also apply to partial performance.
8.1 Our services shall be rendered in accordance with the generally recognized state of the art or laboratory technology, in each case in compliance with statutory and official regulations.
8.2 Defects must be immediately reported to us in writing upon discovery.
8.3 In the event of a warranty claim the customer shall initially have the right to demand subsequent performance; however, we shall have the right to choose between rectification of the defect and new work. The customer may assert other statutory warranty rights if other statutory prerequisites are met.
8.4 The limitation period for warranty rights shall be one year as of acceptance. Our liability in accordance with the following Clause 9 shall remain unaffected.
9.1 We shall be liable without limitation for intent and gross negligence in accordance with statutory provisions. In the event of a breach of a material contractual obligation, we shall also be liable for simple negligence. In the case of simple negligence, liability shall be limited to the damage typically foreseeable at the time of conclusion of the contract. Material shall be all contractual obligations whose fulfillment make proper performance of the agreement at all possible and compliance with which the respective other contracting party may rely on. Otherwise, liability for simple negligence shall be excluded. The above limitations of liability shall also apply in the event of culpability on the part of our legal representatives or vicarious agents.
9.2 The above limitations of liability shall not apply in the event of bodily harm, damage to health or loss of life or in the event of fraudulently concealed defects and guarantees. Claims arising out of product liability shall also not be affected by the above limitations of liability.
9.3 Insofar as liability for damages is excluded or limited, this shall also apply with regard to personal liability for damages on the part of our staff, employees, representatives and vicarious agents.
10. Prices, Terms of Payment
10.1 Unless otherwise agreed in individual cases, prices shall apply in accordance with our respectively valid price list made available to the customer upon conclusion of contract at the latest. All prices are exclusive of value added tax. Any value added tax applicable at the time of invoicing will be additionally invoiced insofar as incurred.
10.2 Any remuneration shall be immediately payable on the due date without deduction. Discounts shall only be granted with prior written consent.
10.3 If a fixed price has been agreed, then we shall be entitled to invoice partial payments on a pro rata basis in accordance with the part of the overall performance owed.
10.4 Complaints with regard to our invoice shall be submitted to us, while stating the respective reasons in writing, within a period of 21 calendar days following the date of the invoice.
10.5 Only claims that are undisputed or the subject of declaratory judgment may be set off against our claims. The exercise of rights of retention by the customer shall likewise only be permissible on the basis of such claims.
10.6 If the customer is in default of payment, then we shall be entitled to statutory rights. In addition, subject to the assertion of further damages, the customer shall owe lump-sum damages in the amount of 0.5% of the invoice amount per week up to a maximum of 10% of the invoice amount. The lump-sum damages shall be set off against any further claims for damages on the part of CR3; the customer shall be entitled to prove that CR3 has suffered no or only minor damage.
11. Copyrights, Publications
11.1 All copyrights and joint copyrights to the expert opinions, test results, calculations, presentations, etc. prepared by us shall remain with us.
11.2 The customer may only use expert opinions, test results, calculations, presentations, etc. prepared within the scope of the order for the purpose for which they are intended as agreed.
11.3 The disclosure of reports, expert opinions, test results, calculations, presentations, etc. prepared by us to third parties as well as publication in abridged form shall not be permitted unless we have agreed in writing to the disclosure, presentation or publication of extracts. Any publication of our test results or our test report by the customer, in particular for advertising purposes, shall in any case require our prior express written consent. Any reproduction of our test reports etc., even in part, shall also require our prior express written consent in any case. The customer shall ensure that no obligations, responsibility, liability or duty to take care towards third parties are created for us as a result of such disclosure or publication. The disclosure or publication does not justify the inclusion of third parties in the scope of protection of the contract between us and the customer. If, nevertheless, responsibility on our part should be established towards third parties, then the customer shall indemnify us against any and all claims, costs and expenditure upon first request.
The customer may only assign rights and obligations arising out of this agreement either in part or as a whole with our prior written consent.
13. Data Protection
13.1 We collect and process our customers’ data only within the framework of the applicable legal provision; in particular, we comply with the requirements of the General Data Protection Regulation (DSGVO) and the Federal Data Protection Act (BDSG).
13.2 Our information on data processing can be viewed here on our website.
14.1 The contract between us and the customer shall be subject to the law of the Federal Republic of Germany to the exclusion of private international law.
If the prerequisites in accordance with Section 38 of the German Code of Civil Procedure (ZPO) are met, then the exclusive place of jurisdiction shall be the principal place of business of CR3 (Bremen). We shall be entitled to bring action against the customer at any other statutory place of jurisdiction.
14.3 The place of performance for any and all contractual services shall be the principal place of business of CR3.
14.4 Should any provision or part of a provision of these General Terms and Conditions prove to be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions.
14.5 The German version of these General Terms and Conditions shall prevail. Versions in other languages are mere translations.
Version: March 2023