General Terms and Conditions (GTC) of
Treo – Labor für Umweltsimulation GmbH (hereinafter referred to as Treo)
1. Application of the Terms and Conditions
1.1. These Terms and Condition of Treo form the basis of all offers and agreements as well as of all deliveries and services based on these with customers that are entrepreneurs.
1.2. The term entrepreneur as defined in these GTC shall mean individual or legal entities or incorporated partnerships with whom Treo enters into a business relationship whilst exercising their commercial or independent professional activity.
1.3. If the entrepreneurial Customer also uses general terms and conditions in the framework of the conclusion of the contract, the contract shall, nevertheless, be achieved without express agreement on the inclusion of general terms and conditions. If the content of the different general terms and conditions is consistent, it shall be deemed as agreed. Statutory regulations shall come into effect and replace conflicting individual provisions. This shall also apply if the Customer's terms and conditions contain provisions that are not included within these Terms and Conditions. Should these present Terms and Conditions contain provisions that are not included in the terms and conditions of the Customer, these present Terms and Conditions shall apply.
2. Conclusions of contract
2.1. Offers from Treo shall be binding for a period of 30 days.
2.2. After the Customer has accepted an offer either verbally or via the telephone, Treo shall send a written order confirmation to said Customer.
3. Scope of services
3.1. All contractually agreed services shall be provided by Treo in accordance with the standards of good practice recognised in Germany at the time of placing the order and with the extent of diligence that is standard in the industry. Testing shall only be carried out in accordance with the respectively contractually agreed guidelines and standards.
3.2. Treo shall assume no liability for the correctness of the guidelines and standards that form the basis of testing. Furthermore, Treo shall not guarantee any success for the economic usability of the results yielded by it.
3.3. Should it be required for Treo to observe special or foreign regulations and standards then this shall be agreed separately.
3.4. Treo shall be entitled to use a third party (subcontractor) for the provision of the service, provided this does not conflict with the obvious interests of the Customer.
3.5. With the compilation and handing over of the final report to the Customer, as per the contract, Treo shall be deemed to have rendered the contractually agreed services unless formal acceptance has been agreed.
4. Remuneration and terms of payment
4.1. The amount of remuneration for the services rendered by Treo shall depend on the respective order. All prices specified in the offer shall be in Euro plus VAT. The sales tax shall be stated on the invoice separately.
4.2. Unless otherwise agreed, the services shall be paid within 14 days after issuing the invoice.
4.3. Additional costs, such as costs of expendable materials, travel and accommodation costs, shall only be refunded if this has been separately agreed. Such expenses shall then be individually proven by Treo and shall be settled according to what was incurred and/or according to the industry-standard rates.
4.4. Should it turn out, in the course of service provision, that the object under test is faulty and for this reason it be required to repeat the tests and/or an increase in expenses becomes necessary, the remuneration shall increase by the amount agreed for this test section, provided the Customer does not immediately object to the increase upon notification thereof by Treo. In the event the Customer objects, Treo shall be entitled to terminate the contract.
4.5. The Customer shall only be entitled to set-off rights if its counterclaims have been legally determined, are undisputed or are accepted by Treo.
5. Performance times, obligation to cooperate, delay, impossibility
5.1. The delivery or performance times specified by Treo shall always be non-binding.
5.2. Performance times shall only be binding if this has been explicitly warranted by Treo. Timely fulfilment by Treo shall presume that the Customer has accepted an offer from Treo in a timely manner and that the Customer provides all test objects and documents on time.
5.3. In the context of testing, the Customer shall be obligated to cooperate to a reasonable extent; this shall in particular concern the provision of required information on the test object, prior and during the testing procedure.
5.4. The start and duration of a performance time specified by Treo shall presuppose the Customer's aforementioned obligations to cooperate. Should the Customer not fulfil its obligations to cooperate, the performance times shall be accordingly extended with due regard for Treo's capacity and other workload. Should the Customer still not meet its obligations to cooperate despite being given a reasonable deadline, Treo shall be entitled to withdraw from the contract.
5.5. Should deadlines not be complied with due to force majeure or for unforeseeable circumstances for which Treo is not responsible, such as interruption of operations, strikes, lockouts, official orders and untimely delivery from subcontractors, the deadlines shall be appropriately extended. However, these shall not be extended longer than by 2 months.
5.6. Should Treo exceed a binding order deadline for reasons for which it is responsible and cause a delay through this, the Customer shall be entitled, provided the delay has caused damages, to demand compensation of 0.5 % and overall no more than 5 % of the remuneration for the part of the service that is delayed for each full week of the delay. Treo shall be entitled to pay less compensation if it is able to prove that the damage is less or was not incurred at all.
5.7. Treo shall be entitled to partial performance provided this does not conflict with any obvious interests of the Customer. If services are to be accepted in parts as well as remuneration for these, then Treo can settle these in parts. The Customer's rights shall remain protected in accordance with Section 641a Para. 3 of the German Civil Code [BGB].
5.8. The Customer shall be entitled to agree on postponement of any testing dates arranged with Treo, at no charge, up to 14 days prior to start. With a postponement as of the 13th day prior to the arranged date, Treo shall be entitled to demand compensation of up to 50 % of the agreed net order amount, provided Treo is unable to use the capacity of its laboratory for something ulterior. If the agreed date is neither adhered to, cancelled or postponed by the Customer, Treo shall be entitled to assert a claim for compensation in the amount of up to 100 % of the agreed net order amount. The Customer shall be allowed to provide proof that the damage incurred by Treo is less than that stated. You will find an overview in section 5.10.
5.9. A cancellation of the entire order may be arranged up to 14 days prior to the arranged test date. In this case, a compensation fee in the amount of 10 % of the agreed net order amount applies. The Customer shall be allowed to provide proof that the damage incurred by Treo is less than that stated. You will find an overview in section 5.10.
5.10. The Customer shall be entitled to agree on postponement of any testing dates arranged with Treo, at no charge, up to 14 days prior to start. (21 calendar days for projects with a test duration
of more than 5 working days)
6. Copyrights
Insofar as surveys, test results, calculations and the like are compiled whilst performing the order and that are subject to protection of copyright, Treo shall grant the Customer a single and nontransferable
right of use as far as this is required according to the purpose specified in the contract. Explicitly no other rights are transferred. The Customer shall not be entitled to alter (process) test results, calculations and the like, or to use these outside of its business establishment.
7. Confidentiality
7.1. The Contracting Parties shall assure each other that during the term of this contract and for two years after, they shall treat all information, documents and data of which they were made aware by the other Contracting Party or of which they gained knowledge in line with the collaboration and which are not explicitly labelled or declared as "open" ("confidential information") as entrusted company secrets, and to neither record these nor to pass these on to third parties or to use them, as long as and provided the Contracting Parties were already not aware of this information, documents and data prior to the confidentiality obligation or
7.1.1. are or become generally known without one of the Contracting Parties being responsible for this, or
7.1.2. are lawfully disclosed or left to one of the Contracting Parties by a third party without a confidentiality obligation or were released in writing by the disclosing company, or
7.1.3. must be disclosed in accordance with statutory regulations or provisions under administrative law or due to an incontestable court decision, if the disclosing Contracting Party is immediately made aware of this requirement and the extent of the disclosure is limited as far as possible.
7.2. Both Contracting Parties as well as the companies affiliated to them according to Section 15 of the Companies Act [AktG], shall be obligated and shall obligate their employees to treat the company secrets of the respective Contracting Partner that are disclosed for the execution of this contract confidentially and, in particular, not to make documents accessible to third parties.
7.3. On request and upon completion of the collaboration, both Contracting Parties shall delete all confidential information so that it is beyond retrieval or shall return it to the respective other Contracting
Party, provided this does not conflict with any statutory obligations to preserve records. On request of one of the Contracting Parties, said deletion shall be confirmed in writing. The obligations according to this section on confidentiality and data protection shall persist even after termination of this framework
contract or after completion of the contract.
8. Warranty
8.1. Should a service not be rendered according to the contract or be rendered incomplete/faulty and Treo be responsible for this, Treo shall be entitled to subsequent rectification within a reasonable period and at its own cost. Should, for reasons for which Treo is responsible, significant parts of the contractually agreed performance of the service not be successfully rendered within an explicit second grace period arranged by the Customer, the Customer shall be entitled to assert the legal claims. This shall not affect the remaining obligations stipulated in the contract.
8.2. The right to extraordinary termination for good cause shall remain unaffected.
8.3. If the Customer is a tradesman, the duty to examine and notify as per Section 377 of the German Commercial Code [HGB] shall apply.
8.4. Claims for defects shall prescribe within 12 months after delivery/ acceptance. The period shall be suspended if the Customer reports a defect within this period. Items 9.1 and 9.2 of these GTC shall remain unaffected by this regulation.
8.5. There shall be no right to claim for defects if there is merely an insignificant discrepancy from the agreed service or if there is only a negligible impairment with the usability of the result of the service
or if the supplementary performance is connected with a disproportional expenditure for Treo.
9. Liability
9.1. The Customer is aware that it is possible for a test object to be destroyed in the course of the correct performance of the contract if it is not up to the simulated environmental factors. The Contracting Parties are aware that, in principle, this shall not constitute a case of culpable violation of obligation by Treo. Assuming this, the following liability clauses shall apply.
9.2. Treo shall assume unlimited liability for damages arising from injury to life and limb or damage to health which result from an intentional or negligent violation of obligations and for other damages
caused through intentional or grossly negligent violation of obligations and malice.
9.3. Furthermore, Treo shall assume unlimited liability for damages, the liability of which is comprised by mandatory statutory provisions, e.g. the Product Liability Act, as well as in the event of acceptance
of guarantees.
9.4. Treo shall assume liability, in the amount individually agreed by one of the Parties, for damages resulting from simple or minor negligence provided this negligence concerns the breach of a contractual
obligation in a way that jeopardises the object of the contract, the fulfilment of which only makes the proper execution of the contract possible and the compliance with which the Customer can rely on (so-called cardinal obligations). If no individual maximum liability amount is agreed, the liability shall be limited to the direct average damage amount that is typical for the contract and which Treo could reasonably foresee at the time of conclusion of the contract.
9.5. In the event of slight negligence of contractual obligations that are not comprised by Paragraph 9.4 (so-called insignificant contractual obligations), a liability assumption by Treo shall be excluded.
9.6. Insofar as the liability assumption by Treo is excluded or limited, this shall also apply for the personal liability of the employees, staff, colleagues, representatives and vicarious agents of Treo.
9.7. The Customer shall assume liability according to the statutory regulations for damages caused to Treo due to the test object, unless Treo is responsible for the cause of the damage.
10. Retention of title
Treo shall retain the title of all items delivered to the Customer until said Customer has made all payments related to the contract with Treo.
11. Final provisions
11.1. Should a provision of the contract or of a supplementary agreement of the contract be or become invalid, the validity of the remaining regulations shall not be affected. The German version of the contract agreement shall be the legally binding version; a translations into another language shall only serve the purpose of understanding.
11.2. The Contracting Parties shall agree that, with regards to all legal relations from this contractual relationship, the law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
11.3. If the Customer is a tradesman as defined by the German Commercial Code, a legal entity under public law or special public fund, Hamburg shall be agreed as the place of jurisdiction for all disputes arising within the framework of the execution of this contractual relationship. However, Treo shall be entitled to bring action against the Customer at the court in the location of its registered seat.
11.4. Provided it is not expressly otherwise stated in the contract, the place of fulfilment shall be Hamburg, Germany.
Version of 15/05/2024