General Terms and Conditions for Services enveon GmbH

1. Scope and Definitions

1.1 These General Terms and Conditions (“GTC”) apply exclusively to the business relationship between enveon GmbH (hereinafter referred to as “Contractor”) and the client (hereinafter referred to as “Client”). The version of the GTC valid at the time of the order placement is applicable. Once accepted by the Client for the first time, these GTC also apply to follow-up orders and future business relationships with the Client, without requiring renewed acknowledgment. The only exception is if the Client objects in writing to the inclusion of these GTC for follow-up orders.

1.2 The Contractor expressly rejects the inclusion of any General Terms and Conditions presented by the Client. Such conditions shall only become a legally effective part of the agreement between the Contractor and the Client if the Contractor acknowledges them in writing, either wholly or partially.

1.3 Only the written service agreement, including these GTC, governs the legal relationships between the Contractor and the Client. This agreement fully reflects all arrangements between the parties regarding the subject matter of the contract. Any verbal agreements made by the Contractor prior to the conclusion of this agreement are legally non-binding, and oral agreements made between the parties are replaced by the written contract, unless explicitly agreed otherwise. “Written” in these GTC includes both written and text form.

1.4 The applicable version of the GTC is the one in effect at the time the contract is concluded.

 

2. Offer and Conclusion of the Contract

2.1 The offers made by the Contractor are generally non-binding. The honorarium amounts specified in the offers are initially just non-binding calculations based on the information received from the Client regarding the content and scope of the requested service, which may change during further negotiations.

2.2 If the Contractor provides the Client with illustrations, drawings, calculations, or similar items during the offer or contract negotiations, these are provided as examples and are only approximately binding unless explicitly stated otherwise. These are not to be considered guarantees.

2.3 The contract to perform a service is concluded when the Client unconditionally accepts the offer presented by the Contractor. If the Client requests modifications or additions to the offer, the contract is concluded according to the Contractor’s offer, incorporating the Client’s requested changes and/or additions, provided the Contractor agrees to these changes.

2.4 The Client may also accept the offer orally. The Client must confirm the verbally placed order in writing upon the Contractor’s request. The order is considered accepted by the Client when the Contractor, with the Client’s knowledge, begins the execution of the service and the Client does not object.

 

3. Compensation, Additional Costs, and Payment Terms

3.1 The compensation to be paid by the Client for the ordered service is based on the offer presented by the Contractor, as accepted and finalized by the Client.

3.2 Any additional costs arising from the order must be separately reimbursed, even if not explicitly mentioned in the initial order but incurred during the execution of the order as necessary or agreed upon.

3.3 All prices stated by the Contractor are net prices. VAT will be invoiced additionally at the applicable statutory rate.

3.4 Unless otherwise agreed, all invoices must be paid within 14 days of receipt by the Client, without deductions, to the account specified in the invoice.

3.5 The Client is only entitled to offset the Contractor’s claims if the counterclaims are legally established, undisputed, or acknowledged by the Contractor.

3.6 The Contractor is entitled to request an advance payment of up to 30% of the agreed order amount before commencing the service.

3.7 The Contractor may require advance payments or security deposits before delivering any remaining services if circumstances arise after the conclusion of the contract that significantly diminish the Client’s creditworthiness and endanger the payment of the outstanding amounts.

 

4. Service Time

4.1 The delivery or service times stated by the Contractor are estimated and non-binding. A fixed delivery date becomes binding only if agreed in writing. The start of the service time specified by the Contractor depends on the clarification of all required questions regarding the order and the timely fulfillment of the Client’s obligations (e.g., delivery of samples, definition of testing scope, advance payments, etc.).

4.2 Delays in service due to force majeure or unforeseeable circumstances that the Contractor cannot be held responsible for, such as operational disruptions, strikes, lockouts, official orders, late deliveries by subcontractors, do not result in delay by the Contractor. The agreed service time is extended by the duration of the delay.

4.3 The Contractor is entitled to perform partial services unless there is a recognizable objection from the Client.

 

5. Execution of Services

5.1 The Contractor will carry out the commissioned service professionally and according to regulations and is responsible for the testing setup, its proper execution, as well as the determination, documentation, and evaluation of the results, unless a specific testing procedure or sequence is agreed upon with the Client.

5.2 All documents and information necessary for the performance of the services may be copied and stored by the Contractor within the scope of fulfilling the service agreement.

5.3 As an accredited test laboratory, the Contractor is not bound by instructions from the Client that go beyond the agreed contract, especially if the instructions would affect the objectivity of the test results.

5.4 The Client is responsible for selecting the applicable test method and specifying which standards and regulations should be followed during testing.

5.5 If the testing requires the processing or damage of samples, the Contractor may do so without the Client’s consent. The Client has no right to claim restoration or compensation for damages.

5.6 The Contractor is entitled to subcontract third parties for the performance of the service, provided that the Client’s legitimate interests are not impaired. The Contractor is not obliged to inform the Client of third-party involvement.

5.7 The Contractor is only obligated to perform the agreed services, not to achieve a specific result or success.

 

6. Client’s Obligations

6.1 The Client is obligated to support the Contractor’s performance of services in a reasonable manner, particularly by providing the necessary information and any additional clarifications requested by the Contractor during the contract period.

6.2 Unless otherwise agreed, the Client provides the required samples and other specimens to the Contractor’s location, at the Client’s own expense and risk.

6.3 The Client is responsible for ensuring that the provided samples are suitable for the requested tests and that they are representative of the product line.

6.4 The Client must inform the Contractor about any special handling or storage requirements for the samples, including specific health or safety risks.

 

7. Storage of Samples

7.1 The storage of samples provided to the Contractor is voluntary and without legal obligation. The Contractor will store the samples for a maximum of three years from the date of receipt. After this period, the Contractor may dispose of the samples without prior notice.

7.2 The Client must inform the Contractor in writing about any specific storage requirements for the samples.

 

8. Rights to Results

8.1 The results generated during the service performance transfer to the Client upon payment of the agreed compensation.

8.2 The Client receives exclusive, transferable rights to use and exploit the results in any form and for all known uses, including the right to reproduce, distribute, and publicly display or modify the results.

8.3 If the use of the Contractor’s employees is necessary for the transfer of rights, the Client is responsible for the associated costs.

8.4 The Contractor waives any right to be credited as the author of the results.

 

9. Documentation of Test Results

9.1 The Contractor documents the testing process and results in compliance with relevant standards.

9.2 Tests performed to verify conformity with specific regulations must follow applicable standards and the Contractor’s testing guidelines.

9.3 Test reports and related documentation will be created in accordance with applicable regulations and laws.

9.4 The Contractor may charge separately for any additional work involved in applying decision rules for conformity assessments.

 

10. Early Termination by the Client

If the Client instructs the Contractor in writing to cease the testing process, the Contractor is still entitled to the agreed compensation, subject to deductions for any saved expenses. The minimum fee for cancellation is 30% of the agreed compensation.

 

11. Liability and Compensation

11.1 Claims for compensation by the Client are excluded, except in cases of willful or grossly negligent behavior by the Contractor, its legal representatives, or agents, and in cases of injury to life, body, or health.

11.2 If key contractual obligations are breached negligently, the Contractor is only liable for foreseeable damages typical for the contract.

11.3 The provisions of the Product Liability Act remain unaffected.

 

12. Applicable Law, Jurisdiction

12.1 The place of fulfillment is the Contractor’s place of business.

12.2 German law applies to the contracts between the Contractor and the Client, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.3 If the Client is a merchant, legal entity of public law, or public law special fund, the jurisdiction for all disputes arising from the contract is the Contractor’s place of business.

 

13. Severability Clause

If any provision of this agreement or these terms is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision will be replaced by a valid provision that comes closest to the original intent in economic terms.