General Terms and Conditions of Business and Delivery
§1 Applicability of Terms
Deliveries, services, and offers by TAZ GmbH are made exclusively on the basis of these terms and conditions. These terms thus also apply to all future business relationships. They are deemed accepted upon receipt of the service at the latest. Any counter-confirmation by the client referring to their terms and conditions is hereby rejected. Deviations are only effective if confirmed in writing.
§2 Conclusion of Contract
Orders and acceptance require written confirmation. In exceptional cases, telephone confirmation is sufficient for urgent orders.
§3 Delivery and Service Period
The dates and deadlines stated by TAZ GmbH are non-binding, unless expressly agreed otherwise in writing. Delays in delivery and performance due to force majeure and due to events that significantly impede or make delivery impossible – including, but not limited to, operational disruptions, difficulties in material procurement, official directives, and transport difficulties – are not the responsibility of TAZ GmbH, even for bindingly agreed deadlines and dates. They entitle TAZ GmbH to postpone deliveries and services. After 3 weeks and a reasonable grace period, the client is entitled to withdraw from the contract.
§4 Subcontracting
The laboratory reserves the right to subcontract certain analyses.
§5 Warranty
The warranty period is six months and begins on the delivery date. Defects must be reported immediately, but no later than one week after receipt, in writing. In the event of a justified and timely complaint, the analysis will be repeated free of charge. Further claims are excluded. Warranty claims are not assignable.
§6 Payment
Unless otherwise agreed, invoices are payable within 30 days of invoicing without deduction. The goods remain our property until full payment. A payment is only considered made when TAZ GmbH can dispose of the amount. If the client defaults on payment, TAZ GmbH is entitled to charge interest from that point at the interest rate calculated by commercial banks for open current account overdrafts, but at least 5% above the respective discount rate of the Deutsche Bank (plus statutory VAT).
Advance payment may be requested when establishing a new business relationship or in case of default. The client is not entitled to set off, withhold, or reduce payments, unless counterclaims have been legally established or are undisputed. If the client withdraws from the contract after placing an order (including by telephone) or does not accept the completed analysis, they must compensate for the resulting damage. A lump-sum compensation for damages of 50% of the order value (but at least €200) is hereby agreed – regardless of the client’s fault.
§7 Liability
Claims for damages arising from impossibility of performance, positive breach of contract, culpa in contrahendo, and tort are excluded against TAZ GmbH (as well as against its vicarious agents or assistants), unless there is intentional or grossly negligent conduct. Claims for damages due to impossibility or delay for which TAZ GmbH is responsible are limited in amount to the invoice value.
§8 Copyright
Dissemination and publication of the analysis require the written consent of TAZ GmbH.
§9 Consultation
All consultations are non-binding. This also applies to the observance of third-party intellectual property rights.
§10 Place of Jurisdiction, Partial Invalidity
To the extent legally permissible, Eurasburg is the exclusive place of jurisdiction for all disputes arising directly and indirectly from the contractual relationship. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.
§11 Retention of Title
In the case of goods delivery, the goods remain our property until full payment.
§12 Confidentiality
- Both contracting parties undertake to treat as confidential information, data, and acquired knowledge about business and/or trade secrets exchanged before and during the term of the contract. Confidential information may not be disclosed to third parties without written consent. Both contracting parties may only disclose confidential information to employees or third parties who are involved in the execution of the order and require the information to fulfill the order. The same confidentiality obligations apply here as between the contracting parties.
- The above obligation to confidentiality and non-use of information ceases if it
a. was demonstrably known to the receiving contracting party prior to disclosure,
b. was publicly known before or at the time of disclosure,
c. became publicly known after disclosure without the involvement or fault of the receiving contracting party,
d. was or could be disclosed or made accessible to the receiving contracting party at any time by an authorized third party,
e. must be disclosed due to a binding official or judicial order or mandatory legal provisions. In this case, the receiving contracting party must – to the extent permissible – inform the disclosing contracting party in advance in text form about the intended disclosure and take all legally permissible and necessary precautions to keep the scope of disclosure as limited as possible.
3. The obligation to confidentiality remains in effect even after the termination of the contractual or business relationship.
Aichach, May 2024
TAZ GmbH Mirthes