General terms and conditions of Schmitt NDT GmbH

•  General
The following conditions of our General Terms and Conditions are a key component of our service and of the service agreements concluded with us and apply without restriction, provided we do not pledge something deviating from this in the offer text or in the text of the order confirmation. General terms and conditions of clients obligate us only if we expressly consent to them. An express objection to their validity in the individual case is not required. Side agreements require the written form to be effective.

•  Offers and scope of performance
Our offers are fully non-binding. The documents belonging to each offer, such as illustrations, drawings and dimensions are only approximate, provided they are not expressly designated as binding by us. The information is only a technical presentation and receives a pledged quality in the individual case only if this is expressly confirmed by us.

We reserve ownership and copyright of the offer documents, such as the quote, drawings, etc. The client is not allowed to make them accessible to third parties without our express consent. The parts to be checked by us are not processed or changed by us. If work or changes must be carried out and this does not happen after consultation with the client by us on an exceptional basis, we are not liable for damage or deteriorations to these parts. In all cases, this additional work shall be charged separately by us.

Key to the scope of our testing services is a mutually signed agreement or, if such is lacking, a written order confirmation from Schmitt NDT GmbH. The assessment of the test results takes place according to the applicable regulations or according to your own factory standards. Other assessment criteria are to be viewed as binding by us only if the client communicates this in written form. Only the facts detailed in the written test report are considered binding. Schmitt NDT GmbH assumes no responsibility for the consequences of measures the client decides itself based on the test results.Entscheidungsregel gemäß DAkks-Anforderungen: Falls vom Kunden keine andere schriftliche Vorgabe eingeht: Zulässig nach AW98 (eQMS Schmitt) sind ermittelte Messwerte, solange sie innerhalb der vorgegebenen Toleranzgrenzen liegen.

• Contractual conclusion
The service agreement comes into being when the client receives our written order confirmation. To be effective, changes and additions require our written confirmation.

• Prices
The prices and hourly rates apply until revoked. We reserve the right to adjust the cost, fee and travel cost rates for the event that the wages and salaries, social costs or all other working conditions experience changes up to the termination of the work.

All price rates and quotes are net values. The value added tax applicable at the time of the performance fulfilment is calculated additionally and shown separately.

Otherwise, the prices named in the offer and/or in the order placement apply. Other costs, such as documentation and evaluation, are charged separately. Should the client change agreed test times at short notice, the costs resulting herefrom shall be charged by us. This also applies if we cannot perform our services at the agreed times at the test location for reasons for which we are not responsible.

• Services of the client
For the execution of the work, the client must ensure the services listed below punctually and free of charge, in compliance with all safety provisions:
• Provision of 220 V. electrical connections, if required,
• Illumination and provision of work platforms and / or scaffolding (according to UVV), if required,
• Provision of a suitable shelter for our vehicles and working equipment, in direct proximity to the workplace,
• Preparation of the test / analysis sites.

• Period of indemnification
Information regarding the period of indemnification was determined based on a normal workflow and therefore apply only approximately. The beginning and the duration can change due to unforeseen circumstances outside of our influence. These also include measures or requirements from state / private institutions. We reserve the right, in all these cases, to perform a contractual adjustment at the next possible date, in coordination with the client.

In the event of contractual changes or interruptions not due to a fault on our part, the client bears the costs incurred to us, including those accrued upon withdrawal of the placed personnel.

• Terms and conditions of delivery and payment
Our terms and conditions of delivery and payment to which our customer declares its consent upon order issue apply exclusively, including for future business dealings, even if they are not expressly referred to, but have been provided to the orderer in an order confirmed by us. If the order is issued in deviation from our terms and conditions of delivery and payment, only our terms and conditions of delivery and payment apply then also, even if we do not object. Thus, deviations apply only if they have been expressly acknowledged by us in writing.

We have the right to transfer the claims from our business links.

The contractual relationship is subject exclusively to German law, especially the German Civil Code and the German Commercial Code. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.

The place of jurisdiction is, according to our choice, the company’s headquarters or Frankfurt am Main.

If the buyer finds itself in default towards us with any payment obligations, all existing claims immediately become due.

A withdrawal from the contract is not necessary to enforce the rights from retention of title, unless the debtor is the consumer. All payments are to be made with debt-releasing effect exclusively to VR Factoring GmbH, Hauptstr. 131 – 137, 65760 Eschborn, to which we have transferred our current and future claims from our business relationship. We have also transferred our property with retention of title to VR Factoring GmbH.

To fulfil our factoring agreement (transfer of our claims and of debtor management), we will pass on the following data to the financial service institute VR Factoring GmbH:

• Names and address of our debtors
• Data of our claims towards our debtors (especially gross amount and due date)
• If applicable, names of contacts and contact data of our debtors (telephone number/email address) at their premises to coordinate debtor accounting.

VR Factoring GmbH will pass on the company data of the debtors to credit agencies and trade credit insurers as well as to order processors (IT data processing, print service providers, etc.).

The further details on data processing can be found in the “Data protection statement” of VR Factoring GmbH, which you can view and download online at https://www.vr-factoring.de/datenschutz

A set-off by the customer with counter-claims is ruled out, unless the counter-claims are undisputed or legally established. The assertion of a right of retention by the customer is ruled out, unless it is based on the same contractual relationship or the counter-claims are undisputed or legally established.

• Retention of title

The goods, testing services, documentation, films, etc. remain our property until complete payment is made.

The delivered test documents remain our property until the fulfilment of all claims to which we are entitled from the business relationship with the client.

If the client comes into payment default, we have the right to demand the handover of the delivered test documents. The client is obligated to hand them over.

• Liability and warranty
For the performance of our work, we assume the liability for materially and technically flawless processing. The warranty period ends 6 months after the termination of the work. Claims established are to be communicated to us immediately, within the above-indicated period at the latest. We bear liability for deficiencies in our contractual services in the event of proven indebtedness up to the level of the order value by removing the faulty service according to our choice within an appropriate period.

A further liability, on whichever legal grounds, is ruled out, unless intent or gross negligence or a culpable infringement of key contractual obligations is proved to us. In the event of a culpable infringement of key contractual obligations, except in the event of intent or gross negligence of the owner, we are liable only for the contractually typical, sensibly foreseeable damage. Further, the exclusion of liability does not apply in the cases in which, pursuant to the Product Liability Act, liability is borne for personal or material damage to privately used objects in the event of faults in the deliverable. It also does not apply in the case of faults of properties expressly pledged if the pledge had the specific purpose of securing the customer against the damage that has occurred.

• Compensation for delayed completion
If damage occurs to the client as a result of a delay for which we are responsible, the client has the right, under the exclusion of any further claims (except such from intent or gross negligence and/or in the other cases of point 9. paragraph 2), to demand compensation for delayed completion. This amounts to 0.5% and a maximum of 5% of the scope of performance for each full week.
If the performance fulfilment is delayed due to circumstances for which we are not responsible, an appropriate extension of the performance period comes into effect. This also applies if such circumstances occur after we have come into default. The costs that occur due to the default are borne by the client.

• Removal of the contractual obligations
All cases of force majeure, including, but not limited to, fire, flood, earthquake, explosion, insurrection, epidemics, revolutions, strike, lockout, war, legal restrictions and avoidable operating faults, release the contractual partners from the fulfilment of their contractual obligations for the duration of the fault and in the scope of its effects.

• Applicable law / jurisdiction
Exclusively German law, excluding the United Nations Convention on Contracts for the International Sale of Goods, applies to contracts concluded with us (including by foreign clients).
The place of jurisdiction is, according to our choice, at our company’s headquarters or Frankfurt am Main.
Should individual provisions of foregoing business conditions be ineffective, all other provisions of this condition shall remain effective. The ineffective provisions should, as far as possible, be replaced by mutually agreed regulations of the contractual partners that approximate their economic purpose as closely as possible.
Frankenthal, 01/05/2019