General Terms and Conditions (GTC)

1. Miscellaneous

a) The contractee, hereinafter called customer, acknowledges the valid terms and conditions (GTC) when placing an order.

b) Impetus Quality Inspection GmbH & Co. KG, hereinafter called company, renders its services for all natural and / or legal persons under private or public law by whom they were charged.

c) Side agreements beyond these GTC require the written consent of the company in order to be valid.

2. Rendering of Services

a) The company renders its services in accordance with the customer’s instructions. The customer is obliged to inform the company about which inspection and analysis procedures must be applied. The company will not issue an examination report beyond these instructions by the customer and will not point to facts or conditions. The customer is also obliged to instantly inform the company about all data and conditions relevant for the performance of the order. The company must have received all data at least 48 hours before the beginning of the examination in order to take them into account. If the order is to be accomplished within a certain period of time, the deadline must be agreed with the company in writing.

b) The inspection or analysis performed by the company always refers to the samples taken as directed by the customer and insofar do not provide any information about the total characteristics. The decisive date for the inspection report issued by the company is the date of the examination.

c) The company supplies the customer with a written and signed examination report. Only the written and signed examination report is binding. All examination reports delivered beforehand or finally by electronic mail are non-binding.

d) The company may instruct a subcontractor with the performance of services. The company is entitled to tell the subcontractor all data necessary for the performance of the order.

e) The customer bears the costs and the risk for the delivery of the samples, as long as not otherwise stipulated. The samples are stored by the company for a period of three months, as long as the characteristic of the sample does not demand a shorter storage time.

 3. Prices

a) If no price arrangement was made between the company and the customer when placing the order, the price is determined in accordance with the company’s valid scale of fees.

b) The remuneration arising from the company’s activity shall be paid within 28 days after invoice date. If the remuneration is not paid 28 days after the invoice was issued, an interest amounting to 1.5% / month is added to the sum of the remuneration.

c) In the event that during the performance of the order conditions arise that lead to additional costs, the customer is invoiced for these costs. The customer will be informed beforehand in writing.

 4. Discontinuation of the Rendering of Services

a) If the customer does not fulfil his contractual duties towards the company, the company is entitled to discontinue the rendering of the services.

b) The company is further entitled to discontinue the rendering of services, if the customer does not pay the stipulated remuneration, an agreement on the prevention of insolvency was made, insolvency proceedings were initiated against the customer or a respective application was filed, the business was terminated, or the customer’s company is under forced administration.

5.  Liability

a) The company is neither insurer nor warrantor and refuses to accept any associated responsibility.

b) The company is not liable for belated or partly not rendered or incomplete services, if this was caused by an event beyond the control of the company.

c) The company’s liability is limited to the foreseeable damage typical for the type of contract. This includes damages from slightly negligent breach of principal contractual duties, slightly negligent impossibility and slightly negligent default. A company’s liability for the breach of non-principal contractual duties is excluded and so is a liability for indirect damages or consequential damages. The liability due to gross negligence or intent remains unaffected.

d) The company’s liability for each damage event is limited to five times the remuneration for the services which led to the damage. Further, the maximum limit for the company’s liability amounts to € 100,000 per damage event.

e) Compensation claims must be asserted to the company in writing within 30 days after discovering the damage.

6. Non-Disclosure and Intellectual Property

a) Examination reports, data, business and company secrets must not be disclosed or altered without the consent of the other party, as long as the disclosure or alteration exceeds the order relationship resulting from the placement of the order.

b) The company is entitled to store and process the customer data in accordance with the Federal Data Protection Act for its own purposes.

7. Applicable Law, Place of Jurisdiction

a) Only applicable law for the contract concluded between the company and the customer is that of the Federal Republic of Germany excluding all regulations of German International Private Law.

b) Place of jurisdiction to a trader, a corporate body under public law or special fund under public law is the location of the company. The company is free to sue the customer at his location.

8. Severability Clause

Should any part of these GTC be invalid, the validity of the other provisions remains unaffected. In the event of an invalidity or a regulatory gap a regulation shall be deemed stipulated that comes closest to the original intention of both contracting parties or which they would have stipulated in due consideration of all circumstances.

 9. Effectiveness

These General Terms and Conditions become effective on February 24, 2010.