Allgemeine Geschäftsbedingungen

116

General Terms and Conditions

for the performance of works and services by DCC GmbH

Preamble

The DCC Delta Coal Control GmbH, Brandstr. 8, D-45701 Herten-Westerholt, Germany
(hereinafter called DCC GmbH) carries out the business as further described on the official website www.dcc-germany.org and in fact in the following listed areas: Quality assurance, consulting concerning fuels, environmental, trade, accomplishment of proficiency tests, chemicophysical analyses, inspections and sample frequency, training courses and expert opinion preparation.

Now therefore, the parties agree as follows:

1. General matters

1.1. These General Terms and Conditions shall only apply vis a vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code). These Terms and Conditions are purchase shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

2. Scope of performance

2.1. Content and scope of the performance owed by the DCC GmbH are to be determined by the offer in writing form resp. the written acceptance of order. Each contract with a customer will only be brought about through written acceptance of the DCC GmbH. DCC GmbH may refuse offers. Any changes of or supplements to the scope of works or services ordered have to be in writing in order to be legally binding.
2.2. The agreed services shall be provided in accordance with the contractual agreemants, in
accordance with the generelly accepted rules of technology at the time the contract is concluded and in compliance with the relevant provisions of chemical and physical laboratory techniques, applicable at the time the contract is concluded, with the relevant rules in the version valid at the time and with the latest acknowledged scientific standards under observance of legal and official regulations.
2.3. If, in the context of performing works or services ordered, DCC GmbH, for any reason
whatsoever, is unable to carry out certain activities, DCC GmbH reserves its right to contract out these activities to selected, highly qualified expert institutions.

3. Duties of the customer

3.1. The customer shall provide free of cost and in due time any information and products (e.g. test items, records) needed for performing the works or services ordered. In particular the customer shall take all measures necessary to protect any rights of third parties.
3.2. The customer shall obtain all permissions by public authorities or consent by any third parties required for the scope and fulfilment of the works or services ordered at his or her own expense and submit corresponding proof.

4. Liability

4.1. Except in case of intent or gross negligence, any liability of the DCC GmbH shall be disclaimed. In particular DCC GmbH shall not be liable for damage that is typical for or necessarily caused by the performance of the test or which typically or necessarily occurs during testing. The same applies in case of slight negligence by agents or assistants in performance. However, the foregoing does not apply in case of a breach of fundamental contract obligations.To the extent the breachof contract is unintentionally the liability for damages shall be limited to the typical predictable damage. Liability for culpable damage of life, body or health as well as liability under the Produkthaftungsgesetz (Act of Product Liability) will remain unaffected.
4.2. DCC GmbH's warranty shall be limited to the works or services explicitly ordered and the test items provided. Results in test reports shall relate exclusively to the examined test items.
4.3. Liability for damages shall be limited to the maximum amount of EUR 5.000,- per order.
4.4. If non-compliance with a term or a deadline by DCC GmbH is attributable to a case of Force Majeure, the agreed terms and deadlines will be extended by the events causing the delay, if these impediments to DCC GmbH's provision Services can be proved to be of not merely insignificant influance. This is also the case if these circumstances occur during a default.

5. Remuneration

5.1. If the payment should not be stated in the order confimation, the amount specified in the price list which is valid at the time the order ist placed is deemed to be valid. The charges listed in in the currently valid price list shall be binding upon both parties hereto.
5.2. The price shall be payable immediately after receipt of the invoice and is due and payable within 14 days from reciept of the proper invoice.. DCC GmbH reserves the right to demand an appropriate deposit due to the scope of the works or services ordered. In case of non-payment from the due date default interest in the amount of 8 % above the respective base interest rate p.a. shall acrue.

6. Offset, Retainer

6.1. DCC GmbH reserve all rights to offset or retain payment provided by applicable law.

7. Safe-keeping

7.1. After fulfilment of the works or services ordered, DCC GmbH shall be entitled to keep the test item for the warranty period. At the latest after this period, DCC GmbH shall be entitled to destroy or dispose of the test specimens. If the test specimens contain materials, which require disposal as hazardous waste, DCC GmbH can return the test specimens to the customer at its expense.

8. Right to withdraw

8.1. DCC GmbH shall be entitled to withdraw from the order if punctual performance of the works or services ordered is impossible due to default on the part of the customer; the customer is in breach of his or her obligation to cooperate; insolvency proceedings are legally opened on the assets of the customer or an application to open such proceedings has been dismissed for lack of sufficient assets.
8.2. If DCC GmbH withdraws from the order according to Section 9.1., DCC GmbH is entitled to a refund of all expenses accrued before such withdrawal.

9. Confidentiality

9.1. DCC GmbH commits itself that all information disclosed in connection with performing this contract shall be treated confidentially.

10. Intellectual Property

10.1. DCC GmbH reserves its copyright as well as any ancillary copyright in all expert opinions, test results, calculations, photographs, photo documentations and the like that have been drawn up or made by DCC GmbH. In this regard, DCC GmbH shall not be obligated to deliver any further detailed documents (either electronically or as hard copies) or any documents that have not been included in works or services performed (such as expert opinions, test reports, etc.). DCC GmbH shall be allowed to copy for its files any written documents/records received for inspection and which are of importance for the performance of the works or services ordered.
10.2. The customer shall only use for the purpose specified therein, and without any changes or modifications, the offers, test results, reports, analyses, calculations, expert opinions, drawings, data carriers, photographs, photo documentations and the like that have been drawn up or made in the course of performing the order either by DCC GmbH or by a subcontractor performing works or services ordered on behalf of DCC GmbH. The aforementioned documents may only be made available to third parties, either free of cost or against payment, if the full wording of the aforementioned documents is given, if DCC GmbH is expressly named as the author and if DCC GmbH has given its written permission. This shall not create any liability on the part of DCC GmbH towards third parties.

11. Final Provisions

Place of performance and place of jurisdiction for disputes arising out of or in connection with these General terms and Conditions in Herten, Germany, provided that the customer is a merchant within the meaning of the German Commercial Code. This agreement shall be construed and applied in accordance with the laws of the Federal Republic of Germany . Any term or provision of these General Terms and Conditions which is invalid, unenforceable or impracticable shall be ineffective to the extent of such invalidity or unenforceability or impracticability without rendering invalid any of the terms and provisions of these General Terms and Conditions. The General Terms and Conditions are executedin both the German and English language. In the event of any the English version the German version shall prevail.

General Terms and Conditions of Sale

Preamble

The following General Terms and Conditions of Sale rule the offer and sale of products on our website www.dcc-germany.org. We provide on our Onlineshop reference materials to improve the precision, accuracy and precision in the analysis of solid fuels or from plant by-products.

1. General matters

1.1. These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not except if expressly agreed upon in writing.
1.2. These terms and conditions of sale shall also apply to all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms. These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).

2. Conclusions of contract, order processing

2.1. The offers of the seller at www.dcc-germany.org do not constitute binding offers of contract. They merely represent a request for the customer to submit an offer for the corresponding articles.
2.2. By clicking on the “Send order” button, the customer submits a binding order for the goods included in the shopping basket. The seller will confirm receipt of the customer’s order immediately. The confirmation of receipt still does not constitute binding acceptance of the order. The contract of purchase does not come about simply upon confirmation of the order but only upon sending of confirmation of delivery or delivery of the goods. The taking of telephone orders does not constitute binding acceptance by the seller unless an agreement has been made to the contrary.
2.3. The seller is entitled to accept the offer of contract represented by the order within two weeks. In cases of goods ordered electronically, the seller is entitled to accept the order within five working days of receipt. Delivery by the seller of the goods ordered within the same period shall also apply as acceptance. The seller is entitled to refuse the order – for example following a creditworthiness check on the customer.
2.4.In the event of non-availability or of only partial availability of the goods, the customer will be informed immediately. The counter-performance will be refunded immediately.
2.5. If the customer orders the goods electronically, the text of the contract will be stored by the seller and forwarded to the customer by e-mail following conclusion of the contract, together with the legally included General Terms and Conditions of Sale.

3. Prices, Payment

3.1. All prices are quoted in euros and exclusive of packaging and the applicable and accounted VAT rate. Export deliveries to other countries are exempted from value-added tax on disclosure of the VAT ID.
3.2. The price shall be payable immediately after receipt of the invoice and is due and payable within 14 days from receipt of the proper invoice. Payment of the product prices is effected via bank transfer to the account specified by the contracting party.

4. Offset, Retainer

The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is
acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

5. Delivery

5.1. Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
5.2. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.

6. Passing of Risk, Shipment

If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.

7. Retention of Title

We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.

8. Warranty

8.1. Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
8.2. Warranty claims shall be time-barred after 12 months of the passage of risk.
8.3. In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.

9. Liability

9.1. In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
9.2. Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
9.3. Any liability not expressly provided for above shall be disclaimed.

10. Final Provisions

Herten, 16.3.2012