§ 1

General Provisions – Scope of Application

1) Our General Terms and Conditions apply exclusively; we do not recognize any terms and conditions of the client/purchaser that conflict with or deviate from our General Terms and Conditions, unless we have expressly agreed to their validity in writing. Our Terms and Conditions shall also apply if we perform the service for the client or make the delivery to the client/purchaser without reservation, even though we are aware of terms and conditions of the client that conflict with or deviate from our Terms and Conditions.

2) All agreements made between us and the client/purchaser for the purpose of executing this contract must be set forth in this contract.

3) Our Terms and Conditions shall also apply to all future transactions with the Client.

§ 2

Offer – Offer Documents

1) The purchase order signed by the Client constitutes a binding offer. We are entitled to accept this offer within 2 weeks by sending an order confirmation, to perform the service, or to deliver the ordered goods.

2) We reserve ownership rights and copyrights to illustrations, drawings, proposals, cost estimates, and other documents; they may not be made available to third parties. This applies in particular to written documents or information and data carriers designated as “confidential”; the client/purchaser must obtain our express written consent before disclosing them to third parties.

§ 3

Prices – Terms of Payment

1) Unless otherwise specified in the order confirmation, our prices are ex-works ATU Laboratory Herrenberg.

We reserve the right to adjust our prices reasonably if, after the conclusion of the contract, cost reductions or increases occur, particularly due to changes in personnel costs or increases in material prices.

If the increase exceeds 5% of the agreed-upon price, the purchaser shall have the right to withdraw from or terminate the contract.

2) Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate in effect on the date of invoicing.

3) The deduction of a cash discount requires a written agreement.

4) Unless otherwise specified in the order confirmation, the purchase price is due net (without deduction) within 14 days of the invoice date. If the customer defaults on payment, we are entitled to charge default interest at a rate of 4% above the respective Bundesbank discount rate per annum. If we are able to prove that we have incurred higher damages due to the delay, we are entitled to claim such damages. However, the customer is entitled to prove to us that we have incurred no damages or significantly lower damages as a result of the delay in payment.

§ 4

Performance Period – Delivery Time

1) The start of the period specified by us during which the service will be performed or the delivery will take place is contingent upon the clarification of all technical issues.

2) If we fall into default for reasons for which we are responsible, liability for damages in cases of ordinary negligence is excluded. Compensation for unforeseeable damages requires proof of intentional or grossly negligent breach of contract.

3) Our compliance with our performance and delivery obligations is contingent upon the timely and proper fulfillment of the client’s/purchaser’s obligations.

4) If the client/purchaser is in default of acceptance or breaches other obligations to cooperate, we are entitled to claim compensation for the damages incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods or purchased item also passes to the purchaser at the time the purchaser falls into default of acceptance.

§ 5

Acceptance of Samples / Hazardous Substances

When delivering samples, the applicable provisions of the Hazardous Substances Ordinance, the Chemicals Act, the Explosives Act, and environmental protection laws must be observed; in particular, attention is drawn to the client’s obligation to provide declarations and information. Unless otherwise specified, the client shall bear the costs of packaging, transportation, and, if applicable, transportation insurance for the samples or items sent to us. We reserve the right to refuse chemicals and preparations delivered to the ATU Laboratory in Herrenberg that are classified as toxic, highly toxic, carcinogenic, or radioactive under the Hazardous Substances Ordinance. This applies in particular to undeclared or inadequately declared chemicals and chemical preparations that may be subject to the Hazardous Substances Ordinance. The costs for the declaration analysis required in this case and—following consultation with the client—any disposal of these substances that we may be required to carry out shall be borne by the client/purchaser. Likewise, we shall not bear the costs for the disposal of samples delivered by the client/purchaser whose quantity, mass, or volume exceeds by a multiple what we deem to be the maximum necessary for the processing of these samples in accordance with the order.

§ 6

Warranty for Defects

1) The client’s / purchaser’s warranty rights are contingent upon the client having duly fulfilled their obligations to inspect and give notice of defects pursuant to §§ 377, 378 HGB.

2) In the event of rectification of defects, we shall bear the costs only up to the amount of the order value.

3) If we are not willing or unable to rectify the defect or a replacement delivery, in particular if this is delayed beyond a reasonable period for reasons for which we are responsible, or if the rectification of defects / performance of a substitute service or replacement delivery fails in any other way, the client / purchaser is entitled, at its discretion, to demand rescission (cancellation of the contract) or a reduction in the order value.

4) Unless otherwise specified below, any further claims by the client/purchaser—regardless of their legal basis—are excluded. We are therefore not liable for lost profits or other financial losses incurred by the client/purchaser.

5) Beyond the liability set forth in paragraph 5), our liability is limited to the compensation provided by our liability insurance, with a coverage limit of €5 million per claim. We are prepared to grant the client/purchaser access to our policy upon request. We undertake to maintain this insurance until the expiration of the warranty obligation pursuant to paragraph 7.

6) If we negligently breach a cardinal obligation or an essential contractual obligation, our liability for damages is limited to the foreseeable damages typical for this type of contract.

7) The warranty period is 6 months, calculated from the transfer of risk. This period is a statute of limitations and also applies to claims for compensation for consequential damages arising from defects, provided that no claims arising from tort can be asserted.

§ 7

Total Liability

1) Any liability for damages beyond that provided for in § 6, paragraphs 4) through 6), is excluded—regardless of the legal nature of the asserted claim.

2) The provision in paragraph 1) does not apply to cases of inability or impossibility, or to claims under §§ 1, 4 of the Product Liability Act.

3) To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

§ 8

Retention of Title

1) We reserve title to the purchased goods or the results of the services rendered until we have received all payments arising from the business relationship with the client/purchaser.

2) In the event of seizures or other interventions by third parties, the client/purchaser must notify us immediately in writing so that we may file a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the client/purchaser shall be liable for the loss incurred by us.

3) The client/purchaser is entitled to resell the purchased goods or the result of the services rendered in the ordinary course of business; however, the client hereby assigns to us in advance all claims in the amount of the final invoice amount (including value-added tax) of our claim that arise for the client from the resale against its customers or third parties, regardless of whether the purchased item or the result of the service rendered was resold in modified or unmodified form. The client/purchaser remains authorized to collect this claim even after the assignment; our authority to collect the claim ourselves remains unaffected.

However, we undertake not to collect the claim as long as the client/purchaser meets its payment obligations from the proceeds received, does not fall into default, and, in particular, no petition for the opening of bankruptcy or composition proceedings has been filed or suspension of payments has occurred. If, however, this is the case, we may demand that the client/purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

4) We undertake to release the security to which we are entitled at the request of the client/purchaser to the extent that the realizable value of our security exceeds the claims to be secured by more than 50%; the selection of the security to be released is at our discretion.

§ 9

Materials Provided and Sampling Equipment

1) Materials provided by us to the client/purchaser, in particular sample bottles, sampling equipment, or other aids, remain our property unless otherwise agreed in writing.

2) The client/purchaser is obligated to handle the provided materials properly, protect them from loss and damage, and use them exclusively for their intended purpose.

3) In the event of loss, damage, or improper handling of the materials provided, the client/purchaser is obligated to pay compensation for damages. In this case, we will charge a flat fee equal to three times the provision price of the respective material, unless the client/purchaser can prove that no damage or only significantly less damage was incurred.

4) Any further claims for damages remain unaffected by this provision.
 

§ 10

Place of Performance – Jurisdiction

Unless otherwise specified in the order confirmation, the place of performance is our registered office in Herrenberg.

The place of jurisdiction is Stuttgart.

Effective as of: July 23, 2026