Terms of ServiceGeneral Terms and Conditions for Purchase, Works or Contractual Services of Spectral Service AG
1.1 The following General Terms and Conditions (GTC) apply to all orders for analytical and advisory services that Spectral Service AG (hereinafter referred to as the “Contractor”) processes for its clients (hereinafter referred to as the “Client”). A contract under the validity of these Terms and Conditions comes about through acceptance of an order by the Contractor.
As far as individual contractual regulations exist which deviate from or contradict the provisions of these GTC, the individual contractual provisions shall apply.
1.2 Conflicting or divergent Terms and Conditions of the Client are not recognized, even if the Contractor performs an order without expressly contradicting such deviating Conditions – unless the Contractor has expressly agreed to them in writing in individual cases. Furthermore, any prior acceptance of specific Terms and Conditions for a previous order (including special price rules) does not mean that they will continue to apply to subsequent orders. Each contract accepted by the Contractor is considered as a separate contract between the Contractor and the Client.
2. Offers, placing of order, cancellation
2.1 All offers of the Contractor are subject to confirmation and non-binding, unless they are expressly marked as binding or include an acceptance period. Technical specifications (for example, number and type of analyses) and deadlines for the performance of the contract are always approximate, unless expressly marked as binding.
2.2 Commissions and orders must be in writing in order to be effective (also by fax or e-mail), stating all contact and required business data of the client. The use of the order form provided by the Contractor (“Order Form”) is expressly desired. The Contractor is not obliged to start the analysis until there is clarity about the contract and all necessary information has been provided to him. Telephone or oral changes and additions to a contract as well as ancillary agreements to this effect also require the written confirmation of the Contractor to be effective. In the case of an exclusively oral order, transmission errors as well as any misunderstandings shall be borne by the Client.
2.3 An order placed with the Contractor is accepted either by the Contractor (a) performing the contract (in which case written confirmation from the Contractor is not required) or (b) the Contractor accepts the contract in writing. The Contractor is entitled to charge a management and administration fee of up to € 25.00 in the event that the Client subsequently requests additional services for a contract that has already been completed and invoiced.
2.4 If the Client cancels for a reason for which the Contractor is not responsible, he shall reimburse the Contractor for all services provided up to that time in accordance with the respectively valid price list. The right to extraordinary termination for good cause in accordance with the statutory provisions remains unaffected for both parties.
3. Scope of services, limited warranty of the Contractor
3.1 The services to be performed by the Contractor usually include the listed tasks according to the written assignment given by the Contractor. The Contractor will provide its services in accordance with the current state of science and technology at the time of commissioning or on the basis of existing quality agreements and on the basis of industry-standard care. However, the Contractor does not assume any guarantee for the achievement of the aim of placing the order.
3.2 Deadlines for the performance of analytical or advisory services are non-binding unless expressly agreed in writing as binding. If the Contractor is unable to perform an order for reasons for which the Contractor is not responsible, or only with materially changed technical, personnel and / or other expenses, he must notify the Client without delay. The contracting parties decide whether, to what extent and at what cost the contract will be carried out. If no agreement is reached, each contracting party has the right to terminate the contract by written declaration.
3.3 Analysis results and data are always given to the persons informed by the Client when placing the order after completing the analysis in the form of a written report or certificate by e-mail and / or by post, or otherwise by electronic means.
3.4 The Contractor has established an integrated quality management system for the performance of the analytical services, which meets the requirements for quality assurance systems, personnel, premises and equipment of the following regulations:
- EU Good Manufacturing Practices Guide (GMP) for medicinal products;
- DIN EN ISO / IEC 17025: 2005 – General requirements for the competence of testing and calibration laboratories (not yet accredited!);
- Good Laboratory Practice (GLP), Chemicals Act.
Special requirements of these regulations for quality control documentation, archiving of raw data and return samples, etc. can only be fulfilled by the Contractor if the Client specifies the required regulations when placing the order.
3.5 Unless otherwise agreed in writing, the samples submitted for examination shall, as far as the condition permits, be kept up to a maximum of 6 weeks with the Contractor. After this time, the samples are destroyed. If a sample return is desired, it will be at the expense and risk of the Client.
4. Obligations of the Client
4.1 The Client is obliged to provide the Contractor in due time with all test items, materials, data and other information required for the execution of the order, as well as to provide him with information or experience in order to ensure a smooth and efficient processing of the order.
4.2 The delivery of the examination materials shall be at the expense and risk of the Client, in a mode of dispatch and in appropriate packaging, for the properties of the material. This also includes any applicable processing fees for customs clearance of examination materials – regardless of the scope and value of the commissioned analyses.
4.3 The Client is obliged to inform the Contractor in writing about any known dangers that may arise from the examination material and to inform the Contractor accordingly. In case of culpable breach of this duty, the Client is liable for all costs, damages and other disadvantages incurred by the Contractor or his staff.
4.4 The Client is obliged to specify the legal requirements for the quality assurance and documentation of the commissioned analyses (GMP, GLP or DIN ISO 17025) when placing the order, so that the Contractor can follow the special requirements in advance and during the entire processing of the order. Subsequent supplementation of the documentation is not possible. In the case of a contracted subcontract under GMP (release analysis), it is the responsibility of the Client to fix the requirements for quality control and documentation in a separate agreement (framework contract and quality agreement).
4.5 The Client is obliged to check the validity of the results, interpretations, estimates and conclusions submitted by the Contractor with due care on receipt and to notify recognizable faults or defects in writing immediately, at the latest however within ten days.
5.1 The Contractor is liable in cases of intent or gross negligence in accordance with the statutory provisions. For slight negligence, the Contractor is liable only according to the provisions of the Product Liability Act, because of injury to life, limb or health or because of breach of essential contractual obligations. The claim for damages for the slightly negligent breach of essential contractual obligations, however, is limited to the contract-typical, foreseeable damage, as far as liability is not based on injury to life, limb or health. The Contractor is liable to the same extent for the fault of vicarious agents and representatives.
5.2 The provision of the preceding paragraph (5.1) extends to damages in addition to performance, compensation instead of performance and the claim for compensation for futile expenses, for whatever legal reason, including liability for defects, default or impossibility.
6. Prices and terms of payment
6.1 The basis for the settlement of all service transactions is the offer of the Contractor on which the order is based or – if no offer exists – the respectively valid price list of the Contractor.
6.2 If, in the case of orders for which a fixed price has been agreed, it turns out during processing that expenses beyond the agreed fixed price are required for unforeseeable reasons, the Contractor will inform the Client immediately and name the anticipated additional expenses. If the Client does not agree to the payment of the additional expenses, both parties are entitled to withdraw from the contract. In this case, the Contractor is entitled to settle all services provided up to that time in accordance with the respectively valid price list, up to a maximum of the agreed fixed price.
6.3 The Contractor reserves the right to carry out the order processing against COD, partial advance payment or advance payment. The Contractor reserves the right to bill partial performances, the conclusion of which he has previously demonstrated to the Client.
6.4 Invoices are payable after 30 days without deduction. If payment is made within 14 days, the Contractor grants a 2% discount. If the invoice recipient is in arrears with the payment, the biller is entitled to claim default interest. The default interest amounts to 5% p.a. above the base rate applicable at the time of calculation.
6.5 The Contractor has the right to withdraw from or to interrupt processing of already accepted orders and to withhold analytical data if the client is in default with the payment of partial services or previous services rendered in full.
7. Protection of work results, confidentiality
7.1 The Contractor owns the copyright in the services provided and in the analysis methods developed and validated by Spectral Service. The client may use the reports and reports produced in the context of the order with all tables, calculations and other details only for his own purposes and not to third parties. Any use or publication in extracts is not authorized by Spectral Service and may not be associated with our name or any signature of our employees. The misuse will be prosecuted.
7.2 The Contractor undertakes to make available to the Client all partial and final results that are drawn up in the context of the order and neither to publish nor to disclose this to third parties without his consent. Excluded is the transfer to authorities. The Contractor further undertakes to keep secret all information of the Client received in connection with the order.
The business relationship between the parties is governed exclusively by German law.
If the client has no general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Spectral Service AG.
9. Other provisions