1. Scope of Application
1.1 These General Terms and Conditions (“GTC”) apply to all contracts, offers, deliveries, and services provided by AC Inorms GmbH (“Company”) to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (“Customer”).
1.2 Deviating, conflicting, or supplementary terms and conditions of the Customer shall not apply unless the Company expressly agrees to their validity in writing.
1.3 These GTC shall also apply to all future business relationships between the parties without requiring a new express agreement.
2. Subject Matter of the Contract and Services
2.1 The Company particularly provides services in the fields of:
- certification,
- conformity assessment,
- product testing,
- technical documentation,
- export and import consulting,
- international market approval,
- communication with authorities,
- compliance and standardization consulting,
- technical translations,
- regulatory consulting,
- and related services.
2.2 The specific scope of services shall be determined exclusively by the respective offer, contract, or written order confirmation issued by the Company.
2.3 The Company shall only owe the services expressly agreed upon in writing.
2.4 In particular, the Company does not guarantee:
- the issuance of official permits,
- certificates or approvals,
- recognition by authorities or third parties,
- permanent market access,
- economic success,
- delivery capability,
- the continued validity of regulatory requirements,
- or the legal usability of the work results.
2.5 Test reports, analyses, evaluations, statements, or documentation constitute snapshots based solely on the information available at the respective time.
2.6 Unless expressly agreed otherwise in writing, the Company does not owe a comprehensive technical, legal, or regulatory review of any product or company.
2.7 The Company is entitled to engage subcontractors, external laboratories, partner companies, translators, or other third parties for the performance of services.
2.8 The Company is entitled to use digital systems, automated processes, and AI-supported technologies to support the provision of services.
2.9 The services of the Company do not constitute legal advice within the meaning of the German Legal Services Act (RDG), unless expressly agreed otherwise in writing.
2.10 In particular, the Company does not provide legal representation, individual legal case examinations, or binding legal assessments.
2.11 The Company does not provide tax, accounting, or customs consulting services unless expressly agreed otherwise in writing.
2.12 The Customer is obligated to have tax-related or customs-related matters independently reviewed by qualified advisors.
3. Customer’s Obligations to Cooperate
3.1 The Customer shall provide all information, documents, drawings, product data, safety data sheets, certificates, test reports, and other documents required for the performance of services completely, accurately, and in a timely manner.
3.2 The Customer guarantees the completeness, timeliness, and legal admissibility of all provided information and content.
3.3 The Company is not obligated to verify the completeness, accuracy, or legal admissibility of information provided by the Customer.
3.4 Delays, additional expenses, or damages caused by incomplete, incorrect, or delayed cooperation by the Customer shall be borne exclusively by the Customer.
3.5 The Customer bears sole responsibility for the technical, legal, and regulatory conformity of its products.
4. Deadlines and Dates
4.1 Specified delivery, processing, project, or completion deadlines are non-binding estimated values unless expressly agreed in writing as binding.
4.2 Delays caused by:
- administrative procedures,
- customs clearance,
- laboratory workloads,
- export controls,
- sanctions,
- geopolitical events,
- force majeure,
- technical malfunctions,
- cyberattacks,
- supply bottlenecks,
- power or internet outages,
- or lack of cooperation by the Customer
shall fall outside the Company’s sphere of responsibility.
4.3 In cases pursuant to Clause 4.2, agreed deadlines shall be reasonably extended.
4.4 The affected party shall promptly inform the other party about the occurrence and expected duration of such circumstances.
5. Prices and Terms of Payment
5.1 All prices are net prices plus applicable statutory VAT.
5.2 Invoices are due for payment within 10 calendar days from the invoice date without deduction.
5.3 In the event of payment default by the Customer, the Company shall be entitled to:
- charge statutory default interest,
- withhold services,
- suspend projects,
- request advance payments,
- or terminate contracts extraordinarily.
5.4 The Customer may only offset claims or exercise retention rights if the counterclaims are undisputed or legally established.
5.5 The Company is entitled to invoice partial services separately.
6. Liability
6.1 The Company shall be liable without limitation only:
- in cases of intent,
- gross negligence,
- injury to life, body, or health,
- and pursuant to mandatory statutory provisions.
6.2 In cases of ordinary negligence, the Company shall only be liable for breaches of essential contractual obligations (“cardinal obligations”) and limited to foreseeable damages typical for the contract.
6.3 The Company’s liability shall be limited to twice the respective net order value, but no more than EUR 250,000 per claim.
6.4 To the extent permitted by law, liability shall be excluded for:
- loss of profit,
- production losses,
- business interruptions,
- indirect damages,
- consequential damages,
- data losses,
- market losses,
- delivery delays,
- failed approvals,
- governmental measures,
- or reputational damages.
6.5 The Company shall not be liable for services performed by third parties, especially external laboratories, authorities, certification bodies, or subcontractors, to the extent permitted by law.
7. Export Control, Sanctions, and Compliance
7.1 The Customer undertakes to comply with all applicable export control, sanctions, foreign trade, embargo, anti-money laundering, and compliance regulations of the European Union, Germany, and other relevant jurisdictions.
7.2 In particular, the Customer confirms that:
- no prohibited end uses exist,
- no sanctioned persons or organizations are involved,
- no circumvention transactions are pursued,
- and all information provided complies with applicable export control laws.
7.3 The Company is entitled to immediately suspend, refuse, or extraordinarily terminate services in the event of regulatory, ethical, compliance, anti-money laundering, sanctions, or export control risks.
7.4 The Customer undertakes to comply with all applicable anti-corruption and anti-bribery regulations.
8. Confidentiality and Data Protection
8.1 Both parties undertake to treat all non-public information confidentially.
8.2 This obligation shall survive termination of the contractual relationship.
8.3 Electronic communication is carried out using standard technical security measures. However, complete protection of electronic communication cannot be guaranteed.
8.4 Liability for unauthorized access by third parties to electronic communication channels shall only exist in cases of intentional misconduct or gross negligence by the Company.
8.5 Personal data shall be processed in compliance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
9. Intellectual Property and Rights of Use
9.1 All copyrights, usage rights, exploitation rights, and ownership rights to documents, concepts, reports, evaluations, documentation, translations, and analyses created by the Company shall remain with the Company unless expressly agreed otherwise in writing.
9.2 The Customer receives only a simple, non-transferable right of use for the contractually agreed purpose.
9.3 Any transfer, publication, reproduction, or commercial use without the prior written consent of the Company is prohibited.
10. Reference Naming
10.1 Public reference to the Customer using the company name or company logo shall only be made with the Customer’s prior written consent.
10.2 Confidential information or project details shall not be published without the Customer’s consent.
11. Non-Solicitation of Employees
11.1 The Customer undertakes not to actively solicit or recruit employees of the Company during the term of the contract and for a period of 12 months following termination of the contract.
11.2 This shall not include:
- general job advertisements,
- unsolicited applications,
- or contacts without targeted solicitation intent.
12. Force Majeure
12.1 Neither party shall be liable for failures in performance caused by force majeure.
12.2 Force majeure shall particularly include:
- war,
- terrorist attacks,
- sanctions,
- embargoes,
- natural disasters,
- pandemics,
- cyberattacks,
- power or internet outages,
- governmental actions,
- strikes,
- or comparable unforeseeable events.
12.3 The contractual obligations of the affected party shall be suspended for the duration of the force majeure event.
12.4 If a force majeure event continues for more than 90 days, either party shall be entitled to extraordinarily terminate the affected contract.
13. Storage and Archiving
13.1 The Company shall not be obligated to permanently archive or store project documents, technical documentation, or communication data after completion of the respective project unless expressly agreed otherwise in writing.
13.2 The Customer is solely responsible for the proper backup and archiving of all documents provided to it.
14. Termination
14.1 Continuing obligations may be terminated by either party with 30 days’ written notice.
14.2 The right to extraordinary termination for good cause shall remain unaffected.
14.3 Good cause shall particularly exist in cases of:
- payment default by the Customer,
- violations of export control or sanctions regulations,
- compliance or anti-money laundering concerns,
- serious breaches of cooperation obligations,
- or material breaches of contract.
15. Limitation Period
15.1 Claims by the Customer against the Company shall become time-barred within 12 months from the statutory commencement of the limitation period, to the extent legally permissible and unless mandatory statutory provisions provide otherwise.
15.2 Excluded from this limitation are claims arising from:
- intent,
- gross negligence,
- injury to life, body, or health,
- as well as claims under mandatory statutory liability provisions.
16. Governing Law and Jurisdiction
16.1 The laws of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Düsseldorf, Germany, to the extent legally permissible.
17. Written Form and Entire Agreement
17.1 Amendments, supplements, or side agreements relating to contracts or these GTC should be made in writing.
17.2 Individual agreements between the parties shall remain unaffected.
17.3 These GTC together with the respective offer or contract constitute the entire agreement between the parties.
18. Severability Clause
18.1 Should individual provisions of these GTC be or become wholly or partially invalid, unenforceable, or void, the validity of the remaining provisions shall remain unaffected.
18.2 In place of the invalid provision, the legally permissible provision that most closely reflects the economic purpose of the invalid provision shall be deemed agreed.
19. Contract Language
19.1 The contract language shall be German.
19.2 If translations of these GTC into other languages are provided, only the German version shall be legally binding.
