The following terms and conditions are part of all orders that are taken over by the Werkstoffzentrum Rheinbach GmbH (hereinafter referred to as "WZR"). Differing terms and conditions of the customer are only valid if they have been expressly accepted in writing by WZR. Orders of the customer become binding only upon written confirmation of WZR under the following conditions. Differing terms and conditions of the customer will not become valid for WZR, even if they have not been expressly contradicted at the time of conclusion of the contract.
Orders are accepted with the proviso that materials, parts, necessary specifications, information and other documents are available or are made available in due time to ensure that no interruptions will occur in the execution of the order.
Offers and cost estimates are subject to alteration. The quoted costs are based on the current cost level and the estimated expenditure of labour and materials. In case of a change in these conditions, WZR is entitled to a correction. If not stated otherwise, quoted prices shall remain valid for three months from the date of the offer.
The period of time for the execution of orders is appointed by WZR from previous experience (without warranty). If unforeseen circumstances cause changes in starting time or period of time, the calculated times will be revised. Failure to meet the appointed deadlines will not entitle the customer to reduce payments or to claim indemnity.
In case deadlines have been agreed upon, they shall be considered as met if a final report or test report is being submitted by the date of expiry. If the submittal of the final report or test report is delayed as a result of unforeseen circumstances such as acts of God, strikes, lockouts, operating trouble, sabotage, delay in supply of essential parts, etc., on the part of WZR, a reasonable extension of the deadline will become effective. This will also apply if such circumstances take place after WZR has come in default. Unavoidable costs caused by the occurrence of such circumstances shall be borne by the customer in so far as WZR cannot be held liable.
Risk of loss and title will pass to the customer upon delivery of the parts or documents that have been prepared for the purposes of the order to the forwarder or have left WZR to be forwarded. In case delivery becomes impossible through no fault of WZR, risk of loss and title will pass to the customer upon WZR's notification that the parts or documents are ready for delivery.
If not agreed upon otherwise, invoices of WZR are payable within fourteen days from date of invoice net. In case the amount of the order exceeds 2.500 Euro, WZR is entitled to demand down payment or payment in instalments. As a rule, instalments shall be made as follows:
One third on acceptance of the order
One third after fulfilment of fifty per cent of the order. One third fourteen days after completion of the agreed performance. Payments have to be made free of charges and postage to the account quoted on the invoice. If payment is not received within fourteen days after the date of invoice, WZR is entitled to add interest for delay at a rate of three per cent above the basic interest without prior notice of delay, unless other legal effects shall apply. Moreover, WZR will be entitled to interrupt work and to extend the deadlines for the execution of the order accordingly.
WZR is entitled to set off payments against the customers elder debts in the first instance in spite of regulations to the contrary on the part of the customer. In case of costs and interest having accrued, WZR is entitled to set off payment first against cost, then against interest and finally against the main performance.
Payment will be considered as made only from the date WZR can dispose of it. In case of payment by cheque, payment shall be considered as made at the date the cheque is honoured.
The customer is entitled to offset, retention or abatement based on complaints or counterclaims only in case such counterclaims have been found to be legally binding or are indisputable.
WZR grants warranty in a way that provable defective execution of an order entitles to after treatment. To receive after treatment, an opposition has to be filed to the address of WZR within a period of six months after dispatch or delivery of the final report or test report.
In case no agreement concerning the justification of the opposition can be reached, the matter shall be referred to arbitration. An agreement shall be concluded concerning the board of arbitration to lead arbitration proceedings. Costs of arbitration proceedings shall be borne by WZR is case the opposition is justified and by the customer in case it is not justified. An opposition shall be regarded as justified when the measurement and testing results of WZR differ from the results of the arbitration board for more than ten per cent.
In case performance is delayed for reasons for which WZR is responsible and a reasonable deadline extension in connection with an express statement of the customer that he will refuse acceptance after expiry of this extended deadline has not been met on default of WZR, the customer is entitled to withdraw from the contract.
In case the delay does not affect the performance as a whole, but only an independent part thereof, the right to withdraw from the contract shall apply to such part only.
All further claims of the customer, especially to withdrawal from the contract, redhibition, termination or abatement as well as claims concerning personal injury or damage to materials and property are excluded except in case of wilful misconduct or gross negligence on the part of WZR.
The customer will be held liable for all damages that are caused by dangerous properties of the sample material. The customer shall be held liable under civil and criminal law for all damages resulting from the sample material, especially during transportation and waste disposal. Acceptance of sample materials does not lead to transfer of property. The customer shall remain proprietor of the sample material even after conclusion of the tests and shall be regarded as the waste producer in the sense of the waste law. Transfer of liability to WZR is expressly excluded. WZR will store the samples as retention samples free of charge for twelve months from the date of receipt of the order. After expiry of this period, the samples as well as the containers will be discarded and disposed of. WZR will arrange for proper disposal of the sample materials for the customer after the expiry of storage time. Costs of waste disposal will be charged to the customer separately and are not part of the order costs.
Any dispute, controversy or difference arising out of or in relation to this contract shall be settled before the competent Inferior Court or Country Court for Rheinbach. In addition, the law of the Federal Republic of Germany shall apply for all contractual agreements. In case that any clause of these terms and conditions or the contract is invalid, this shall not effect the validity of the other clauses.
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