Scope
The following general terms and conditions apply exclusively to all deliveries and services from Gesellschaft für Werkstoffprüfung mbH (GWP). By placing an order with GWP, these terms and conditions are deemed to be accepted. The validity of the customer's terms and conditions is expressly rejected.
General provisions
1. Scope and execution of the order The order confirmation from GWP is decisive for the content of the contract. All agreements and changes must be recorded in writing. All dates and deadlines for deliveries from GWP are only binding if they have been agreed as binding in writing by the customer and GWP. GWP can use subcontractors. Deadlines and deadlines are subject to the proviso that our suppliers fulfill the obligations they have entered into with us. Events of force majeure, supply difficulties and operational disruptions beyond GWP's control release GWP from its obligation to perform for the duration of these events. Objections to the content of the report, expert opinion, delivery note or invoice must be made and specified in writing immediately, no later than four weeks after receipt. If the customer does not raise any objections within the deadline, the content is deemed to be confirmed.
2. Terms of payment Invoices are payable within 14 days of receipt of the invoice without deductions. In the event of late payment, GWP may demand interest of 5% above the Deutsche Bundesbank discount rate as compensation. A fee of EUR 20 may be charged for each reminder. The client may only offset undisputed or legally established claims against GWP's claims for compensation.
3. Liability, limitation period GWP is liable for damage caused intentionally or through gross negligence with regard to the damage that is typically foreseeable under the contract, firstly in cases of mandatory liability under the Product Liability Act, secondly in the absence of guaranteed properties if the guarantee is intended to protect the client against damage that does not arise from the subject matter of the contract itself and thirdly in the event of a breach of essential contractual obligations insofar as the achievement of the purpose of the contract is at risk. Liability is limited to the amount of the net order value. All claims against GWP, regardless of the legal basis, expire one year after delivery/provision of the service, and after two years in the case of defects and consequential damage.
4. Termination of the contract If the client terminates the contract before it has been completed by GWP, GWP is entitled to payment of the agreed remuneration, less the expenses saved by non-execution.
Terms of Sale and Delivery
1. Prices, additional costs The sales prices are stated in the order confirmation and are ex GWP works. Costs for packaging and transport are invoiced separately.
2. Shipping, transfer of risk Shipping is uninsured and at the customer's risk. The shipping method is chosen by GWP.
3. Warranty In the event of justified complaints about defects, defective or incorrectly delivered goods will be taken back against replacement delivery or reimbursement of the purchase price at GWP's discretion. The customer has the right to a change of contract or a reduction in price if a replacement delivery is again defective. The customer grants GWP the time and opportunity required to remedy any defects. Any warranty is void if a defect is due to GWP products being used or repaired improperly.
4. Retention of title All deliveries and services remain the property of the seller until the respective delivery or service has been paid for in full. The customer may only resell, process, combine or mix or otherwise combine the deliveries and services subject to retention of title to the extent expressly permitted under the contract. The customer is prohibited from disposing of the deliveries and services subject to retention of title in any other way.
4.1. GWP retains title to the delivered item until all claims arising from the delivery contract have been paid in full. GWP is entitled to take back the ordered goods if the customer acts in breach of contract.
4.2. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, in the case of high-value goods, he is obliged to insure them at his own expense against theft, fire and water damage to the replacement value. If maintenance and inspection work must be carried out, the customer must carry this out in a timely manner at his own expense. As long as ownership has not yet been transferred, the customer must notify GWP immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is unable to reimburse GWP for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss incurred by GWP.
4.3. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to GWP the buyer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with GWP (including VAT). This assignment applies regardless of whether the delivered goods were resold without or after processing. The customer remains authorized to collect the claim even after the assignment. GWP's authority to collect the claim itself remains unaffected. However, GWP will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
4.4. The processing or transformation of the delivered goods by the customer always takes place in the name of and on behalf of GWP. In this case, the customer's expectant right to the delivered goods continues to apply to the transformed item. If these are processed with other items that do not belong to GWP, GWP acquires co-ownership of the new item in the ratio of the objective value of our goods to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to GWP and keeps the sole ownership or co-ownership thus created for GWP. To secure GWP's claims against the customer, the customer also assigns to GWP any claims that arise against a third party as a result of the combination of the reserved goods with real estate; GWP hereby accepts this assignment.
4.5. GWP undertakes to release the securities to which it is entitled at the customer’s request if their value exceeds the claims to be secured by more than 20%.
terms and conditions of service and work
1. Prices GWP's services are billed based on the individual prices contained in the written offer. Price information in the offer is based on an estimate of the required scope of delivery and is non-binding. We reserve the right to increase the price due to unforeseeable increases in personnel and/or material costs. This does not apply to explicit fixed price agreements.
2. Warranty GWP provides its services in accordance with the generally accepted rules of technology at the time of the order and with the care customary in the industry. GWP is liable for faulty services - if technically possible - by repeating them free of charge, or by making improvements in the case of technical products. The customer must assert the right to have defects remedied immediately in writing. The customer grants a reasonable amount of time and opportunity to remedy the defect.
3. Protection of work results GWP retains the copyright to all services provided - provided they are suitable for this purpose. The customer may only use the commissioned expert opinion or report, including all parts, for the purpose for which it was agreed.
4. Confidentiality GWP undertakes to make all results obtained in connection with the order available to the customer. Information received or obtained that is not publicly known or accessible will be treated confidentially.
5. Sample delivery The customer bears the costs and risk for sample delivery. If sent by the customer, the test material must be properly packaged and labelled. The customer is obliged to enclose all hazard and handling instructions known to him with the samples. 6. Sample storage and archiving Unless otherwise agreed, samples are stored for eight weeks, or as long as their condition allows analysis when stored in accordance with the state of the art. They are then returned or destroyed at the customer's expense. The tested test items are archived for 5 years if I) storage is sensible and II) they are smaller than 140mm x 80mm x 10mm. The dossier of an order with all tests, photos, protocols and duplicate reports is archived for five years and then destroyed.
Data protection and data safety
1. GWP is obliged to comply with the applicable data protection regulations within its area of responsibility.
2. GWP is obliged to train all employees who have access to personal data and to oblige them in writing to maintain data confidentiality in accordance with the BDSG, unless they have already been trained in another way.
3. GWP is obliged to collect, process and use personal data only to the extent necessary for the provision of the services. The customer hereby agrees to this and ensures that GWP can collect, process and use this data to the extent stated above.
4. The contracting parties will conclude data protection agreements if and to the extent that this is required by law, in particular an agreement on the processing of personal data.
5. The GDPR came into force on 25.05.2018 May 28. This means that the responsibilities and obligations of the contractual partners with regard to the data processing activities are subject in particular to Art. 82 ff and Art. XNUMX GDPR. You can find all further information on this on the GWP website.
Force majeure
1. In the event of a force majeure event, GWP shall be released from the obligation to perform the respective services for the period during which such force majeure event continues.
2. Otherwise, Section 275 of the German Civil Code remains unaffected.
confidentiality
1. The customer will treat GWP's confidential information as confidential and GWP will treat the customer's confidential information as confidential. Neither party may disclose the other party's confidential information to third parties unless the contractual agreement permits this. Each party may only disclose the other party's confidential information to employees or third parties who are involved in the execution of the order and who need to know about it and who have agreed to these confidentiality obligations, which are just as strict as the obligations between the parties.
2. The restrictions set out in section 1 shall not apply to information – which was known to the respective contractual partner without any obligation of confidentiality prior to disclosure by the disclosing contractual partner; – which was or became publicly known through no fault of the receiving contractual partner; or – which was disclosed to the receiving contractual partner by a third party who was entitled to make this disclosure without violating any obligation of confidentiality.
3. To the extent that the disclosure of confidential information is required by applicable laws or regulations, the receiving contractual partner is entitled to disclose such information, to the extent legally permissible, for the purpose of defending against such a request.
4. To the extent necessary for the performance of the order, GWP is entitled to pass on information provided by the customer to data sources, courts and/or authorities. This includes, among other things, information with regard to billing purposes or the use of the financial information provided by the customer.
5. The above obligations of the contracting parties shall continue to exist beyond the end of the term.
final provisions
If individual provisions of these terms and conditions are invalid in whole or in part, the remaining provisions shall remain valid. Changes to the contract, including the cancellation of the written form requirement, must be made in writing. This order is subject to and is to be interpreted in accordance with the law of the Federal Republic of Germany, excluding the rules on choice of law and the United Nations Convention on Contracts for the International Sale of Goods of April 11.04.1980, XNUMX. The exclusive place of jurisdiction and place of performance for all disputes arising from or in connection with the order, including its validity, is Ebersberg, Federal Republic of Germany. The same applies to persons who do not have a general place of jurisdiction in the Federal Republic of Germany or to persons who move their place of residence or habitual abode outside the territory of the Federal Republic of Germany after conclusion of the contract, or whose place of residence or habitual abode is unknown at the time the action is brought.
Zorneding, February 2023
