General terms and conditions of
wfk Institute for Applied Research
The General Conditions of Business set forth hereinafter shall apply to all tenders, contracts, and services of wfk Institute for Applied Research (hereinafter abbreviated as W). The Conditions of Business shall be regarded as accepted in full by the customer unless the customer has protested within ten calendar days (from the date of the post stamp).
Divergent conditions of the customer shall require the prior consent in writing by wfk. In this respect, silence shall not be regarded as consent.
- Object of the commission
The basis for the definition of the aim of the test and of the kind and the extent of the services shall be the written tender, or the written confirmation of the commission, by wfk.
Unless otherwise agreed, the extent of the services shall refer to samples ready for analysis and/or ready for testing.
Changes of, or additions to, the extent of the services agreed Upon shall require the written form. - Execution of the commission
All commissions shall be executed with the effort appropriate to the problem as well as in accordance with the state of technology and research, respecting national and international standards. If the methods or certain extents of tests are determined by the customer, the completeness or the appropriateness of the tests with regard to the purpose of the test shall not be the object of the contract.
wfk shall reserve the right to determine the method of the tests; wfk may expand or reduce the test if that appears to be necessary for the proper execution of the individual test. If any subsequently necessary expansions of the test procedure cause the test costs communicated to the customer to be exceeded by more than 25 per cent, the prior consent of the customer shall be obtained. - Test material
The test material shall be sent to wfk freight paid. The customer shall be responsible for the proper delivery and packaging, and the customer shall be obliged to attach all notes relevant to the handling of the samples in writing.
For the duration of the storage of the test material, wfk shall only be responsible for that degree of care which wfk itself applies to its own affairs of a corresponding nature.
Residual test material shall either be returned Upon demand or destroyed after six months, unless its limited life renders such long storage impossible. The return of test material shall be done at the risk and at the expense of the customer.
As far as waste disposal costs exceed the usual extent (e.g. disposal via household waste), they shall be at the expense of the customer. - Test results
The test results shall apply only to the samples tested.
Test reports and test certificates shall only be binding if they carry the signature of the General Management.
If the customer raises objections against the test result within one month from receipt of the same, the customer may demand the repetition of the test, as a whole or in part, within a reasonable period of time. If then the test result objected against is confirmed, the costs of the repeated test shall be at the expense of the customer.
The test reports and the test results shall not be communicated to any third parties except in full, with the corresponding attachments. Any use for advertising purposes shall only be permitted with the prior written consent of wfk. - Withdrawal
Any unforeseen events which essentially change the economic significance or the content of the services or the subsequently appearing impossibility of the execution of the commission, shall give wfk the right to withdraw from the contract. - Prices
The remuneration shall be calculated in accordance with the currently applicable List of Services of W, unless for certain tests a separate price agreement has been made in writing. If individual services are not quoted in the List of Services, the calculation shall be based on time and effort expended.
The prices quoted in the List of Services shall refer, unless stated otherwise, to individual tests with a duration of execution in accordance with routine operation. The further design of prices as well as the possible granting of rebates shall be governed by the number of samples to be tested and/or the number of the parameters to be tested as well as by the execution time agreed Upon. If the customer requires a detailed test report with comments Upon and/or interpretation of the results, the drawing up of the report shall be charged separately.
If special efforts are required for the preparation of the samples and for the interpretation of the tests agreed Upon, such efforts shall be calculated on the basis of the time spent, in accordance with the details of the List of Services. The same shall apply to the waste disposal of the sample material and of the chemicals used for the test, as far as for that purpose a considerably higher effort is required compared to measures usually expected.
All prices are quoted exclusive of Value-Added Tax. - Payments
The amount of the invoice shall be due immediately.
In the event of default, default interest amounting to 5 per cent above the applicable discount rate of the German Federal Bank shall be payable. The assertion of further default damages shall not be excluded thereby.
The setting off against any counterclaims of the customer shall only be admissible in the case of undisputed counterclaims or counterclaims recognized by declaratory judgment.
wfk shall be entitled to demand from the customer advance payments or part payments in accordance with the work executed. - Liability
For damages due to faulty tests, or test results, caused by slight negligence, wfk shall be liable only up to a maximum of three times the amount of the commission.
Any liability of wfk due to intent or gross negligence shall not be affected thereby.
The customer shall be obliged to indemnify wfk from any claims for damages by third parties due to the use of expert opinions, test certificates or results. - Miscellaneous
The legal relations between the customer and wfk shall be subject to German law only.
Place of performance shall be Krefeld.
Place of jurisdiction shall be Krefeld, if the customer is a merchant or a legal person under public law. The same shall apply if the customer has no residence in the Federal Republic of Germany.
wfk-Institute for Applied Research Ltd.
Campus Fichtenhain 11 - D-47807 Krefeld, Germany
Tel: +49-2151-82100, Fax: +49-2151-8210199, e-mail: iaf@wfk.de