General Terms and Conditions
I. Scope, Form
1. These General Terms and Conditions (hereinafter “GTC”) apply to all business relationships with our customers (“Customer”). The GTC apply only if the Customer is an entrepreneur (as defined in § 14 BGB), a legal entity under public law, or a special fund under public law.
2. The GTC particularly apply to contracts in the field of material testing of refractory and ceramic raw materials, products, and system solutions. Unless otherwise agreed, the GTC valid at the time of the Customer's order, or at least the most recently communicated version in text form, shall also apply as a framework agreement for similar future contracts without the need for us to refer to them again.
3. Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if we have expressly agreed to their application. This applies even if we do not expressly object to the Customer's reference to their own terms.
4. Individual agreements (e.g., framework supply contracts, quality assurance agreements) and details in our order confirmation shall take precedence over these GTC. Trade terms are to be interpreted in accordance with the Incoterms® as issued by the International Chamber of Commerce (ICC), valid at the time of contract conclusion.
5. Legally relevant declarations and notices by the Customer (e.g., deadlines, notifications of defects, withdrawal or reduction) must be submitted in writing. For these purposes, “written form” includes both written and text form (e.g., letter, email, fax). Statutory formal requirements remain unaffected.
6. References to statutory provisions are solely for clarification. Even without such references, the statutory provisions apply unless they are modified or expressly excluded in these GTC.
II. Conclusion of Contract
1. Our offers are subject to change and non-binding. This also applies if we provide the Customer with catalogues, technical documentation (e.g., drawings, calculations, references to DIN standards), or other descriptions or documents – including in electronic form – to which we retain ownership and copyright.
2. The Customer’s order in response to a non-binding offer is considered a binding contractual offer.
3. We may accept such an offer either in writing (e.g., by order confirmation) or by fulfilling the order. Unless otherwise indicated, we may accept the offer within 3 weeks of receipt.
III. Scope of Services, Testing Procedure, Repeat Tests
1. The testing services (chemical, physical, mineralogical, and high-temperature measurements) are conducted according to international standards such as DIN, EN, ISO, ASTM, JIS, ABNT, API, UOP, CIR, etc., or – if not available – based on our own methods, unless otherwise agreed.
2. Special testing requests must be communicated at the time the order is placed. Changes made later require additional compensation.
3. Free repeat tests are only carried out if objective errors are demonstrated. Repeat tests at the Customer's request are otherwise subject to charges.
4. Upon express request, we may provide raw data (e.g., Excel spreadsheets, digital results) in addition to the certified test report. This is a courtesy service and not part of the certified report. Such data may be modified by the recipient and are not protected from alteration. We assume no liability for their accuracy or completeness. Evaluation and interpretation are solely the Customer’s responsibility.
IV. Completion Date and Default
1. The completion date is either agreed individually or specified by us upon acceptance of the order. If not specified, the standard period is approx. 8 weeks from contract conclusion.
2. If we cannot meet the agreed deadline due to circumstances not attributable to us (e.g., missing information or materials from the Customer), we will inform the Customer immediately and provide a new expected completion date. If performance remains impossible, we may withdraw from the contract; any advance payments will be refunded.
3. Our liability for delays is governed by law. However, in every case the Customer must send a reminder. For each full calendar week of delay, the Customer may claim 0.5% of the net order value as liquidated damages, up to a maximum of 5%. We reserve the right to prove that lesser or no damages were incurred.
4. The Customer's rights under § 8 and our statutory rights (e.g., due to impossibility or unreasonableness) remain unaffected.
V. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
1. Performance takes place at our place of business, which is also the place of performance and any subsequent performance. Upon request, the test material may be shipped at the Customer’s cost and risk to another destination. Unless otherwise agreed, we may determine the shipping method (carrier, route, packaging). Transport insurance is only taken out at the express request and cost of the Customer. The Customer is solely responsible for customs, export formalities, licenses, export controls, and any applicable fees.
2. The risk of accidental loss or deterioration of the test material passes to the Customer upon delivery to the carrier or third party commissioned to execute the shipment. If acceptance has been agreed upon, it is decisive for the transfer of risk. The same applies if the Customer is in default of acceptance.
3. If the Customer is in default of acceptance, fails to cooperate, or delays the delivery due to reasons within their responsibility, we are entitled to claim compensation for the resulting damages, including additional expenses.
VI. Prices and Terms of Payment
1. Unless otherwise agreed, the prices applicable at the time of contract conclusion apply, plus statutory VAT.
2. The Customer bears transport costs ex warehouse and any transport insurance requested by them. Duties, taxes, and other public charges are also borne by the Customer.
3. Our invoices are payable within 30 days of invoicing and delivery or acceptance. We may demand advance payment at any time, especially in ongoing business relationships. A corresponding reservation will be stated in the order confirmation at the latest.
4. Upon expiry of the payment deadline, the Customer is in default. During the default, the purchase price bears interest at the statutory default interest rate. We reserve the right to claim further damages for delay. For merchants, our claim to commercial default interest (§ 353 HGB) remains unaffected.
5. The Customer may only exercise set-off or retention rights if their claim is legally established or undisputed. In the case of defects, the Customer’s rights under § 8 (6) sentence 2 remain unaffected.
6. If, after contract conclusion, it becomes evident that our claim is at risk due to the Customer’s lack of financial capability (e.g., application for insolvency), we may refuse performance and, after setting a deadline, withdraw from the contract (§ 321 BGB). For contracts regarding the manufacture of unique items, we may withdraw immediately. Legal exceptions from deadline requirements remain unaffected.
VII. Customer's Duties Regarding Occupational Safety, Hazardous Materials, Indemnification
1. The Customer is fully responsible for ensuring that submitted samples pose no undisclosed hazards to life, health, or the environment.
2. Each sample must be accompanied by a complete safety data sheet (SDS) and technical data sheet in accordance with Regulation (EC) No. 1907/2006. These documents must include all relevant information on composition, properties, handling, storage, and emergency measures.
3. If the sample is used material for which no SDS exists, the Customer must provide a written description of prior use, environmental influences, and possible contamination.
4. We may refuse acceptance, testing, or storage of samples if the Customer’s information is incomplete, contradictory, or insufficient to ensure safe handling.
5. The Customer indemnifies us against all damages and third-party claims resulting from insufficient information or labeling of the sample material. Statutory liability of the Customer remains unaffected.
6. The Customer alone is responsible for customs, export controls, permits, and fees.
VIII. Defects, Test Reports, Rectification
1. The Customer must notify us of obvious defects (e.g., incomplete or unclear reports) in writing within 10 business days of receipt. Non-obvious defects must be reported in writing immediately upon discovery. § 377 HGB remains unaffected.
2. The Customer has no right to a repeat examination solely because the results seem implausible. A repeat test is only carried out if an objectively verifiable methodological or evaluation error exists.
3. If the Customer insists on a repeat test despite the original result being correct, the Customer must bear the cost. We may refuse such repetition if unjustified.
4. We are entitled to rectify factual or calculation errors in test reports. A corrected report will be issued. Further rights of the Customer are excluded unless otherwise required by law.
5. We are not liable for misinterpretation or incorrect conclusions drawn by the Customer from the test results. Reports apply only to the tested sample. Transfer to other batches or materials is the Customer’s responsibility. In all other respects, § 8 shall apply.
6. We may make supplementary performance conditional on payment of the due price. The Customer may withhold a portion proportional to the defect.
7. The Customer must allow us reasonable time and opportunity for rectification.
8. We will bear the costs for rectification (transport, travel, labor, material, removal/reinstallation) only if a defect is proven. Otherwise, we may demand reimbursement of unnecessary costs incurred from unjustified defect complaints.
9. In urgent cases (e.g., danger to operational safety), the Customer may rectify the defect themselves and demand reimbursement, provided we are informed in advance if possible.
10. If supplementary performance fails or is unreasonable, the Customer may withdraw from the contract or reduce the price. No withdrawal right exists for insignificant defects.
IX. Other Liability
1. Unless otherwise provided in these GTC, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
2. We are liable for damages—regardless of the legal basis—only in cases of intent or gross negligence. In cases of simple negligence, we are only liable, subject to statutory limitations (e.g., due care in own affairs; insignificant breach of duty), for:
- a) damages resulting from injury to life, body, or health, and
- b) damages arising from the breach of a material contractual obligation (i.e., an obligation essential for the proper performance of the contract and which the contractual partner routinely relies on). In this case, our liability is limited to foreseeable, typically occurring damages.
3. The limitations of liability set forth in paragraph 2 also apply to third parties and in the case of breaches by persons whose fault we are responsible for under statutory provisions. They do not apply in cases of fraudulent concealment of a defect, assumption of a guarantee for the quality of the service, or in the event of claims under the Product Liability Act.
4. The Customer may only withdraw or terminate the contract due to a breach of duty not related to a defect if we are responsible for that breach. Any free termination right of the Customer (especially under §§ 650, 648 BGB) is excluded. Otherwise, the legal requirements and consequences apply.
X. Limitation Period
1. The general limitation period for claims based on material or legal defects is one year from the date of delivery. Where acceptance is required, the limitation period begins with acceptance.
2. The limitation periods also apply to contractual and non-contractual claims for damages by the Customer due to a defect in the service, unless applying the regular statutory limitation (§§ 195, 199 BGB) would result in a shorter period in individual cases. Claims for damages under § 8 (2) sentences 1 and 2 (a) and under the Product Liability Act are subject to statutory limitation periods only.
XI. Copyright and Usage Rights Upon Payment
1. All test reports, analyses, expert opinions, diagrams, tables, and other work results prepared by us are protected by copyright (§§ 2, 7 UrhG) and remain our intellectual property until full payment of all claims.
2. The Customer is granted a simple, non-transferable right to use the delivered work products only upon full payment. This right is limited to internal use for the purposes defined in the specific test assignment.
XII. Governing Law, Jurisdiction, Contract Language
1. These GTC and all contractual relationships between us and the Customer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive—and also international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in D-56203 Höhr-Grenzhausen. The same applies if the Customer is an entrepreneur under § 14 BGB. We also reserve the right to bring an action at the place of performance or at the general jurisdiction of the Customer. Priority statutory provisions on exclusive jurisdiction remain unaffected.
3. The contractual language is German. Upon request, all contractual documents, including these General Terms and Conditions, shall be made available to the customer in both German and English. In the event of any discrepancies, issues of interpretation, or ambiguities between the German and English versions, the German version alone shall be legally binding and determinative for the interpretation of the contractual relationship. The English version is provided solely for the convenience and information of the contractual partner and is intended to reflect the substantive content, but not to serve as a verbatim, sentence-by-sentence translation where such would result in legal imprecision or uncustomary usage in the English language