General Terms and Conditions

1. Scope
1.1 The following conditions apply for the services agreed by the DVGW Research Center at the Engler-Bunte Institut (“DVGW-EBI“) as well as for the ancillary services provided and other ancillary obligations entered into within the scope of the execution of the order. The valid version or version most recently supplied to the client in writing applies, including for all future deliveries, services or quotes to the client, even if they are not separately agreed once again.
1.2 Any client general terms and conditions, including any conditions of purchase, do not apply and are hereby precluded. The client’s terms of contract do not become an integral part of the contract even if DVGW-EBI does not expressly object to these terms. If DVGW-EBI refers to correspondence that contains the client’s terms and conditions or those of a third party, this does not indicate any recognition of the validity of such terms and conditions.
1.3 Individual agreements reached in a specific case (including ancillary agreements, supplements and amendments) that affect the current (i.e. no previous or future) transactions always take precedence over these GTC. A written contract and/or the written confirmation of DVGW-EBI is authoritative for the content of such agreements, subject to evidence to the contrary.

2. Quotes, order acceptance
Quotes submitted by DVGW-EBI are non-binding, unless they are expressly marked as binding or contain a certain acceptance deadline.

3. Conclusion of contracts
The contract enters into force once DVGW-EBI’s order confirmation or a separate contract document has been signed by both contracting parties or by the execution of the work requested by the client by DVGW-EBI. If the client appoints DVGW-EBI without DVGW-EBI first submitting a quote, DVGW-EBI may accept the order via a written or electronic acceptance or by providing the commissioned service at its sole discretion.

4. Scope of services
4.1 Only a unanimous declaration submitted by both parties is authoritative for the scope of the services. If no such declaration exists, DVGW-EBI’s order confirmation is decisive.
4.2 The agreed services shall be carried out in compliance with the provisions applicable at the time of conclusion of the contract.
4.3 Moreover, DVGW-EBI is entitled to independently define the method and nature of the investigation based on its appropriate discretion, unless written agreements to the contrary have been reached or mandatory provisions stipulate a specific approach.
4.4 The execution of the activities does not simultaneously involve any liability for the regularity (flawless condition) and functionality of the examined or tested parts or the overall plant/equipment and their upstream or downstream processes, organisations, intended use as well as the systems on which the plants/devices are based; in particular, no responsibility is assumed for the design, material selection and construction as well as the intended use of examined plants/devices.
4.5 For test orders, DVGW-EBI is not responsible for the accuracy or review of the safety programs or safety provisions on which the tests are based, unless expressly agreed otherwise.

5. Service periods/deadlines
5.1 Service periods and deadlines are based on assessments of the scope of work contingent on the information supplied by the client. They are only binding if their binding nature has been expressly confirmed by DVGW-EBI.
5.2 If binding periods have been agreed, they only start to run upon the submission of all necessary documents to DVGW-EBI by the client. This applies accordingly for agreed deadlines, which are extended by the period of any delay for which DVGW-EBI is not responsible, even without the client’s express consent.

6. Client duty of cooperation
6.1 The client shall ensure that it, its vicarious agents or third parties carry out all necessary acts of cooperation in good time and free of charge for DVGW-EBI.
6.2 All documents, auxiliary materials, assistants, etc., required to carry out the services must be supplied free of charge. Apart from this, the client’s acts of cooperation must comply with the applicable legal provisions, standards and occupational health and safety provisions.
6.3 The client bears any additional expense resulting from delayed, incorrect or incomplete information or inadequate acts of cooperation.

7. Billing for services
7.1 If the scope of service is not expressly defined when issuing the order, the service is billed on a time and materials basis. If a fee is not expressly agreed, billing takes place based on DVGW-EBI’s prices applicable at the time the service is provided.
7.2 Services are billed based on progress, unless otherwise agreed.
7.3 If the execution of an order extends beyond a month and the order value or the agreed fixed price exceeds EUR 2,500.00, DVGW-EBI may request advance payments or partial payments.
7.4 All prices are net prices, not including statutory value added tax. Services in an EU member state are usually exempt from value added tax, provided that the client provides DVGW-EBI with its company’s EU identification number.

8. Terms of payment
8.1 Our claims are payable immediately, net, with no deduction. Early payment discounts are not granted.
8.2 Payments must be transferred to the DVGW-EBI bank account specified on the invoice, indicating the invoice number.
8.3 From the 31st day after submission of the invoice, DVGW-EBI is entitled to charge default interest of 9 percentage points above the applicable base rate of the European Central Bank (ECB). The assertion of additional damages remains reserved.
8.4 If the client defaults on the settlement of the invoice despite a reasonable grace period, DVGW-EBI may withdraw from the contract in line with the statutory provisions, request the withdrawal of the certificate from the notified body, demand compensation due to non-fulfilment and refuse to execute any further contractual services.
8.5 The regulation in section 8.4 also applies, following a reasonable grace period, for the non-redemption of cheques, cessation of payment, commencement of insolvency proceedings against the client or rejection of the commencement of insolvency proceedings due to a lack of assets.
8.6 Objections to DVGW-EBI invoices must be asserted in writing within 2 weeks of receipt of the invoice.
8.7 We reserve the right to request advance payments from the client.
8.8 DVGW-EBI is entitled to increase the prices at the start of every month if overheads and/or costs of procurement rise. This occurs by way of a written notification, which must be sent 1 month (amendment period) prior to the intended entry into force. If the price rise does not exceed 5% per year of the contract, the client is not entitled to terminate the contract as a result of this price rise. If the price rises by more than 5% per year of the contract, the client is entitled to terminate the contractual relationship at the end of the amendment period. Otherwise, the amended prices are considered to have been agreed from the end of the amendment period.
8.9 A right of offset to DVGW-EBI receivables exists only for legally established or undisputed counterclaims. For contracts with entrepreneurs, this also applies for rights of retention. Apart from this, the client may only exercise a right of retention if its counterclaim is based on this contract.

9. Confidentiality
9.1 “Confidential information” for the purposes of these GTC is all information (whether written, electronic, verbal, digital or in any other form), including copies thereof, that the owner (“disclosing party”) surrenders, transfers or otherwise discloses to the recipient (“receiving party”) during the term of this agreement. Confidential information particularly includes:
9.1.1 trade secrets, products, documents, manufacturing processes, images, drawings, know-how, inventions, digital information (data), business plans, HR matters, models and project documents;
9.1.2 any documents and information provided by the disclosing party that are subject to technical and organisational confidentiality measures and are marked as confidential or are to be considered confidential based on the nature of the information or the circumstances of transmission;
9.2 All confidential information, which the disclosing party transfers to the receiving party under this agreement or discloses in any other manner
a) must be treated as strictly confidential by the receiving party and may only be used to fulfil the relevant purpose of the contract, unless an express written agreement to the contrary exists with the disclosing party;
b) must not be reproduced, distributed, published or disclosed in any other form by the receiving party, unless this is necessary to fulfil the purpose of the contract or DVGW-EBI is obliged to disclose confidential information, test reports and documentation to authorities or third parties involved in the fulfilment of the contract by law or based on official provisions. If such an obligation exist, the receiving party is obliged to immediately inform the disclosing party (to the extent legally possible and practically feasible) in writing and make every effort to restrict the scope of the disclosure to a minimum and, if necessary, offer the disclosing party all reasonable support in its endeavour to obtain a protection order to prevent the disclosure of all confidential information or parts thereof;
c) may only be disclosed to representatives who require knowledge of the information for the contractual purpose, provided that the receiving party ensures that its representatives comply with these GTC as if they were themselves bound by these GTC;
d) must be secured by appropriate confidentiality measures on the part of the receiving party to prevent access by unauthorised third parties and compliance with the statutory and contractual data protection regulations must be ensured when processing confidential information. This also includes technical security measures adapted to the current state of the art (Art. 32 GDPR) and the obligation that employees are committed to confidentiality and compliance with data protection (Art. 28(3) lit. b GDPR).
The confidentiality obligation remains in place even after the end of the contractual relationship.
9.3 Confidential information does not include information that
a) was already generally known or accessible at the time of publication or disclosure by the receiving party or became so at a later date without breaching a confidentiality obligation, or
b) was disclosed or made available to the receiving party by an authorised third party without breaching a confidentiality obligation or
c) of which the receiving party was already aware prior to the transmission or disclosure by the disclosing party or
d) the receiving party acquired itself without using or making reference to confidential information supplied by the disclosing party.
9.4 The receiving party bears the burden of proof for the existence of an exception under 9.3.
9.5 Notwithstanding its rights under the German Trade Secret Protection Act (GeschGehG), the disclosing party holds all rights of ownership, use and commercialisation of confidential information. It reserves the exclusive right to register property rights. At the request of the disclosing party as well as automatically no later than after achieving the purpose for which the confidential information was transmitted to the receiving party, the receiving party is obliged to return or destroy all confidential information (this also extends to electronically stored confidential information), including copies thereof, within ten (10) working days of receipt of the request or of the end of the contractual relationship, unless this is precluded by statutory storage obligations or such obligations agreed with the disclosing party. Electronically stored confidential information is destroyed by the complete and irrevocable erasure of the files or irretrievable destruction of the data carrier. For electronically stored confidential information, complete and irrevocable erasure means that the confidential information is erased such that any access to this information becomes impossible thanks to the use of special erasure methods (e.g. “wiping”) that satisfy the recognised standards (e.g. standards of the Federal Office for Information Security). Besides confidential information for which a storage obligation exists, this also excludes confidential information the destruction or return of which is not technically possible, e.g. as this information has been stored by an automated electronic backup system to back up electronic data in a backup file.
9.6 DVGW-EBI is entitled to store copies of reports and certifications, which were prepared for the purpose of fulfilling contractual obligations, and confidential information, which form the basis for the preparation of these reports and certifications, to verify the correctness of its results and for general documentation purposes.

10. Copyrights
10.1 All copyrights and shared copyrights to reports, test results, calculations, presentations, etc., prepared by DVGW-EBI are retained by DVGW-EBI.
10.2 The client may only use reports, test results, calculations, presentations, etc., prepared within the scope of the order for the agreed purpose.
10.3 The client may only transfer test reports and the like as a whole. Any publication or reproduction for advertising purposes requires the prior written consent of DVGW-EBI in each case.
10.4 Reports for a potential certification are transferred to the client and, if necessary, to the notified body.

11. Liability
DVGW-EBI accepts no liability within the scope of this order. This excludes client claims for damages from death, physical injury, damage to health or from the breach of essential contractual obligations as well as liability for other damages resulting from an intentional or grossly negligent breach of duty by DVGW-EBI, its legal representatives or vicarious agents. Essential contractual obligations are obligations the fulfilment of which makes the proper performance of the contract possible in the first place and upon whose compliance the contract partner can regularly rely. In the event of a breach of essential contractual obligations, liability is limited to the foreseeable, typical damage where this is the result of ordinary negligence, unless this involves claims for damages as a result of death, physical injury or damage to health.
The limitation of liability also applies for breaches of duty by or for the benefit of persons, the liability for which DVGW-EBI is responsible by law. It does not apply if DVGW-EBI has fraudulently concealed a defect or provided a quality guarantee.  

12. Test items
Test items must be delivered free of charge and collected by the client after testing. Upon request, DVGW-EBI shall take over packing and dispatch to the best of its abilities but is not liable for the shipment. The intact acceptance of the goods by the forwarder is considered sufficient evidence of correct packing. All shipments are dispatched at the client’s cost and risk. If test items are not collected within a month of being requested to do so and notification of the consequences and no instruction to ship the test items is issued, the test item may be sold or scrapped for the client’s account. No guarantee for the best possible sale is accepted.

13. Complaints
In the event of a complaint, we ask that the matter be directed to our complaints address in writing (via email). The complainant receives a confirmation of receipt. The responsible department processes the complaints and notifies the complainant of any updates where necessary. After the complaints have been processed, the complainant receives a final response.

14. Ancillary agreements, court with jurisdiction, place of fulfilment
14.1 No verbal ancillary agreements to the contract are reached.
14.2 The place of fulfilment for all liabilities resulting from the legal transaction and the court with jurisdiction for all disputes in connection with the legal transaction, provided that this has been concluded with a merchant, a legal person under public law or a special fund under public law, is Karlsruhe. This contract is subject to the law of the Federal Republic of Germany.