a) The following general terms and conditions apply to all contracts with the MECADI GmbH chemicals/processing, Homburg – hereafter called MECADI. Contracts involving development, planning and the evaluation of chemical-technical procedures, equipments, plants and systems, or sales or selling of products are included.
b) Subsidiary and deviating agreements must be in written form and are only binding for MECADI if they are confirmed in writing by MECADI.
c) MECADI’s commitment to performing its services depends on the confirmation of order.
d) The customer assures that he/she will provide information concerning quality, specification, technical conditions etc. on MECADI’s request within 5 working days.
e) The contract languages are German or English.
2. Offers and order
a) All MECADI offers are always subject to confirmation and noncommittal.
b) All orders are not binding until confirmed in writing or MECADI start work on the execution of an order.
c) The same conditions apply to amendments, modifications or special agreements.
3. Dates of delivery
a) Delivery dates and/or appointments are kept as far as possible, but are however only considered as estimates and not as a definite commitment.
b) Delivery dates and/or deadlines, which are either committal or non-commital, are only binding for MECADI if confirmed in writing.
c) If the delivery is delayed, the customer is entitled to set an appropriate time extension and to withdraw form the contract on the date of expiration, if MECADI could not fulfil the contract.
d) The customer is only entitled to claim compensation due to the non-fulfilment of a contract or if the delay in delivery is caused by gross negligence or in cases of intent/willful misconduct. The customer must prove the later.
e) Any failure caused by an act of God or another event for which MECADI and its suppliers cannot be held responsible entitles MECADI to extend the delivery date and to withdraw from the contract partially or totally as the circumstances demand. Act of God clauses include events, that make it impossible or unreasonably difficult for Mecadi to fulfil the contract and for which MECADI cannot held be responsible.
f) MECADI is entitled to defer delivery in the case of a delay in payment by the customer.
4. Terms of Payment
a) The prices are always netto, plus value-added tax. The price calculation results from the quantities and/or weights determined by MECADI.
b) The listed prices per sample are standard prices. The final price is confirmed after the receipt of the measured samples.
c) The payment is due, without deductions 8 days after the invoice date, as long as nothing different has been agreed, in EURO (€).
d) The customer is only entitled for an offset, retention or reduction even if notices of defect or counterclaims are asserted, if those claims are undisputed and have been legally established and recognized.
e) MECADI can ask the customer for an irrevocable confirmed letter of credit, a bank guaranty or bank deposit, as payment guarantee 2 weeks before delivery date.
5. Retention of title
a) All deliveries and service are subject to a reservation of all proprietary rights. MECADI continues to own all the goods delivered until the full payment of the purchase price have been received or all cheques and drafts have been honoured and all other demands have been settled in accordance with the agreement concluded between MECADI and the customer.
b) The processing of a supplied product to a new entity does not destroy MECADI\'s retention of title.
c) The customer is entitled to sell and to process the reserved goods in business dealings, as long as the customer has not fallen behind with payments.
6. Individual case regulation
a) If during execution of the order it is stated that this can only be carried out with substantial additional expenditure in comparison to the usual average of comparable orders, then the risk of a price raise is carried by the customer. MECADI is justified to charge such substantial additional expenditure additionally in the calculation of the breakdown of the costs.
b) Prices that are not included in the price/service catalogue can be included in independent contracts and price agreements.
c) MECADI reserves the right to claim payment in advance from new customers.
7. Guarantee / Liability
a) Characteristics of products described in offers, data sheets or in other place represent typical guide values. They are not warranty values and are subject to fluctuations, particularly in the case of experimental products. Principally no warranties are given for the characteristics of products, unless it is confirmed in writing by MECADI.
b) MECADI does not issue a guarantee for the marketability or the ability of products to be used for any specially intended purposes, including those purposes which the customer could regard as being included.
c) Notices of defect and complaints must be immediately made in written form, not later than 10 days after the arrival of the delivery at its place of destination. MECADI is free to decide, whether to provide compensation for the delivery amounting to the prices valid at the date of the complaint or to rectify the defects or to reduce the price of the product.
d) The objection does not release the customer from his payment obligation.
e) Damage claims made by the customer that are not based on gross negligence or the wilful violation of contractual or statutory obligations are excluded, subject to the provisions in the next paragraph.
f) Damage claims made due to delay or due to representative impossibility which is caused culpably by MECADI are limited, except in the case of intention or gross negligence, in which the amount is limited to the quantity of goods which were not supplied by MECADI or with which a delay occured.
g) MECADI only assumes liability for damages within or as a result of the scientific-technical service and only if this has been stipulated in written form with the customer. In this case, MECADI takes out indemnity insurance at the expense of the customer. The amount insured is defined by the customer. Claims beyond this amount have to be carried by the customer. If insurance is not possible, the client exempts MECADI from any liability.
h) If a claim is caused by gross negligence the liability is limited to the amount which can be estimated by MECADI as a consequence of the neglect of duty. No liability is assumed for consequential harm caused by a defect.
8. Sample delivery for measurements and analytics
a) The declaration of the sample properties should be as accurate as possible.
b) If the samples contain any substances that cause interferences with common analysing methods and the customer is aware of these facts, it is the customer\'s duty to inform MECADI about these interferences.
c) If the samples contain any substances that can be released or extracted during the analysing process and the customer is aware of these facts, the customer has to inform MECADI about these facts.
d) The samples must be free from dangerous materials. If this is not the case, the customer has to ask MECADI for permission prior to sending the samples.
e) With the dispatchment of the samples the sender has to include a document of compliance.
f) MECADI reserves the right to request a document of compliance if it is needed. The customer should discuss this with MECADI prior to shipment.
g) The samples are not allowed to contain any contamination (radioactive, chemical or biological, or other). If contaminated samples are to be measured, MECADI has to agree in written form prior to shipping. In the case of contaminations we reserve ourselves an immediate right to withdraw the order. The customer has to bear the expenses and damages caused by contaminated samples and exempts MECADI and its staff members from any liability in this case.
h) Samples that are classified must be marked clearly. At the request of the customer a written confirmation of the secrecy can be provided by MECADI.
i) MECADI reserves the right to forward samples, parts of samples, sample extracts or conversion products as well as chemical or physical analysis to a third party if the customer does not prohibit it specifically.
9. Measurement results
a) All measurement results are the property of the customer.
b) MECADI has the right to collect the results determined and to publish them or use them in another way, if the customer does not specifically prohibit it.
10. Passage of title of the samples
a) After the arrival of the samples, the ownership of the samples passes over to MECADI or optionally the samples can be returned at the expense of the customer.
b) MECADI reserves the right to choose the ownership.
c) If the customer desires storage or disposal of the samples, the costs are charged to the customer.
11. Reference customers
a) The customer agrees to be named by MECADI as a reference customer for a product, a service or an installation.
b) If the customer does not want to be named as a reference, the customer must submit a written objection.
c) Photos of installations may be published by MECADI for advertising purposes, if the customer does not explicitly object.
12. Transition of risk
With the correct handing over of the goods to the shipper or carrier or at the latest by leaving MECADI property all risks pass over to the customer.
a) In the case custom and/or import duties and associated fees are due, MECADI will bill the customer for it.
b) If samples like foils etc. are shipped, MECADI asks them to be marked as duty-free samples.
c) Tariff costs on our part are charged as handling expenses on the bill.
d) The customer insures to observe the national and international custom laws.
e) The customer is liable in the case of additional claiming by customs authorities.
14. Foreign trade regulations
a) MECADI is responsible for the adherence to German regulations, as far as products manufactured in Germany are exported.
b) The customer assumes the full responsibility for the attention and execution of the relevant foreign trade regulations (e.g. import licenses, foreign exchange transfer permission etc.) and other laws valid outside the Federal Republic of Germany.
15. Storage and use of data
a) According to the regulations of the Bundesdatenschutzgesetz it is pointed out that MECADI processes data related to companies and people needed for the transaction of business relationships by means of electronic data processing.
b) Furthermore all types of data used for order processing and marketing purposes are stored and processed.
c) In addition to the general company data also data from people involved in projects (e.g. name, address etc.) is stored.
d) The customer agrees to the use of the data for mailing, e-mail newsletters etc.
e) The customer can ask for the disclosure of the data.
f) The customer can ask to be removed from mailing lists by telephone or e-mail.
16. Restrictions of use
a) The customer is committed to refraining from the analyses of the chemical structure or the compositions of the products supplied by MECADI.
b) The customer is committed to keeping the knowledge and information about the composition and structure of products in confidence if these are not already public.
c) The publication in any form or the passing on of reports, appraisals, calculations or other documents provided in connection with our services require the written permission of MECADI if these documents are not already publicly available.
d) There is a restriction of use for the know-how from permeation measurements, reports etc on the part of MECADI.
e) Furthermore it is forbidden to copy installations and likewise any commercial use or the circulation of MECADI test guidelines is prohibited.
f) Raw data, documents and test guidelines can be inspected by Mecadi on the request and at the expense of the customer.
g) Laboratory visits are permitted only after the signing a non-disclosure agreement / restrictions of use.
17. Non-binding advice / consultancy fees
a) MECADI gives the customer application advice to the best of its knowledge within the bounds of the given possibilities but non-binding. This applies in particular to third party property rights.
b) The suggestions do not release the customer from the responsibility to test the products for their suitability for the planned use.
c) Advice and service orders, e.g. the development of test guidelines, planning, preliminary talks etc. are charged on a time basis.
d) If a consultation takes place for longer than a non-binding advisory appointment of 15 minutes without having a contract, a lump sum is charged for further services. On request we inform you about our actual general cost rates. Generally cost rates usually in the market for academic and laboratory staff are charged.
e) The consultancy servies provided by MECADI are countersigned by the customer on the services report. The bill is effected either at the end of the consultation services based on the services report or weekly, that is monthly, if the consultation services extend over a longer period of time.
f) By the utilisation of a MECADI consultation, the customer accepts the payment of the fees named above.
g) MECADI hereby explicitly contradicts the written requirement of an order, if this restrcition is carried out by the customer
18. General secrecy
a) Confidential information, which is handed over from one contracting party to the other one is clearly confidential.
b) The legal regulations for data security are to be observed.
c) The circulation of the information to a third party outside of the business field of the receiver is not allowed.
d) The receiver is only permitted to copy confidential information either completely or partially, regardless of the kind of document, with the previous written agreement of the other contracting party.
19. Scope of Software Use
a) As far as software is contained in the delivery, the customer is granted a non-exclusive right to use the software supplied including its documentation. It is for use on the intended delivery article. Its use on more than one system is forbidden.
b) The customer may only copy, revise and translate the software or convert the object code into the source code to the legally permissible extent (§ § 69 A FF, UrhG).
c) It is the customer´s duty not to remove or change the manufacturer's data, in particular copyright notes, without previous explicit agreement of MECADI.
d) All other rights of the software and the documentations including the copies remain with MECADI.
e) The assignment of sub licences is not permitted.
20. Patent right
a) After the sales of products there is no license connected to a patent right.
b) MECADI does not take on any liability for the application or the sale of the products supplied under the present conditions which may violate the patent rights or patent claims of a third party, which protect the product or its use in connection with other products or during manufacturing processes.
c) The service demand results in no ownership demands for the patent right which may have possibly been acquired within the framework of this work. This means in detail that if it is possible to put a patent right of any kind on the results of the work within the framework of the consultation and if this is exclusively because of the work of a MECADI co-worker, then MECADI are entitled to do this. In this case MECADI does not grant an unlimited, non-exclusive and separate right to use the information. This can only be recompenstaed transferably through an agreement between MECADI and the customer.
21. Salvatore clause (part nullity)
a) If a regulation in these trading conditions is or should be ineffective within the bounds of other agreements, the effectiveness of other regulations will not be effected by this.
b) Special verbal agreements are ineffective.
c) Ineffective conditions are supplemented and laid out as far as legally possible so that the originally intended purpose is reached as far as this is possible.
22. Place of delivery and area of jurisdiction
a) Place of delivery for all the legal relationship requirements is the office of MECADI GmbH chemicals/processing. The area of jurisdiction is the district court of Homburg.
b) The laws employed are those of the Federal Republic of Germany.