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1. Scope

1.1 The following General Terms and Conditions (GTC) apply to all orders for analytical and advisory services that Steelyard Analytics, Inc. (hereinafter referred to as the “Contractor”) processes for its clients (hereinafter referred to as the “Principal”). A contract under the validity of these GTC comes about through acceptance of an order by the Contractor.

Insofar as individual contractual regulations exist which deviate from or contradict the provisions of these GTC, the individual contractual provisions shall apply.

1.2 Conflicting or divergent terms and conditions of the Principal are not recognized, even if the Contractor performs an order without expressly contradicting such deviating conditions – unless the Contractor has expressly and in writing agreed to them in individual cases. Furthermore, any prior acceptance of specific terms and conditions for a previous order (including special price rules) does not mean that they will continue to apply to subsequent orders. Each contract accepted by the Contractor is considered as a separate contract between the Contractor and the Principal.

 

2. Offers, placing of order, cancellation

2.1 All offers of the Contractor are non-binding and without obligation, unless they are expressly marked as binding or include an acceptance period. Technical details (for example, number and type of analyses) and deadlines for the execution of the contract are always approximate, unless expressly marked as binding.

2.2 Orders and work requests must be submitted in writing in order to be effective (also by e-mail), stating all contact and required business data of the Principal. The use of the Order Form provided by the Contractor (“Order Form”) is expressly desired. The Contractor is not obliged to start the analysis until there is clarity about the contract and all necessary information has been provided to him. Telephone or oral changes and additions to a contract as well as ancillary agreements to this effect also require the written confirmation of the Contractor to be effective. In the case of an exclusively oral order, transmission errors as well as any misunderstandings shall be borne by the Principal.

2.3 An order placed with the Contractor shall be accepted either by the Contractor (a) performing the contract (in which case written confirmation from the Contractor is not required) or (b) the Contractor accepts the contract in writing. The Contractor is entitled to charge a management and administration fee of up to $30.00 in the event that the Principal subsequently requests supplementary services for a contract that has already been completed and invoiced.

2.4 If the Principal cancels for a reason for which the Contractor is not responsible, he shall reimburse the Contractor for all services provided up to that time in accordance with the respectively valid price list. The right to extraordinary termination for good cause in accordance with the statutory provisions remains unaffected for both parties.

 

3. Scope of services, limited warranty of the Contractor

3.1 The services to be performed by the Contractor usually include the listed tasks according to the written assignment given by the Contractor. The Contractor will provide its services in accordance with the current state of science and technology at the time of commissioning or on the basis of existing quality agreements and on the basis of industry-standard care. However, the Contractor does not guarantee the achievement of the objective set by the order.

3.2 Deadlines for the performance of analytical or advisory services are non-binding unless expressly agreed in writing as binding. If the Contractor is unable to perform an order for reasons for which the Contractor is not responsible, or only with significantly changed technical, personnel and / or other expenses, he must notify the Principal without delay. The contracting parties decide whether, to what extent and at what cost the contract will be carried out. If no agreement is reached, each contracting party has the right to terminate the contract by written declaration.

3.3 Analysis results and data are always given to the persons notified by the Principal when placing the order after completing the analysis in the form of a written report or certificate by e-mail and / or by post, or otherwise by electronic means.

3.4 Unless otherwise agreed in writing, samples submitted for examination shall, as far as the condition permits, be kept for a maximum of 6 weeks with the Contractor. After this time, the samples are destroyed. If a sample return is desired, it will be at the expense and risk of the Principal.

 

4. Obligations of the Principal

4.1 The Principal is obliged to provide the Contractor in due time all test items, materials, data and other information required for the execution of the order, as well as to support him with information or experience in order to ensure a smooth and efficient processing of the order.

4.2 The delivery of the examination materials shall be at the cost and risk of the Principal, in a mode of dispatch and in appropriate packaging, as determined by the properties of the material. This also includes any applicable processing fees for customs clearance of examination materials – regardless of the scope and value of the commissioned analyses.

4.3 The Principal is obliged to inform the Contractor in writing about all known hazards that may arise from the examination material and to inform the Contractor accordingly. In the case of culpable breach of this obligation, the Principal is liable for all costs, damages and other disadvantages incurred by the Contractor or his staff.

4.4 The Principal is obliged to check the soundness of the results, interpretations, estimates and conclusions submitted by the Contractor with due care on receipt and to notify Contractor of any recognizable defects or deficiencies in writing without delay but no later than ten days following receipt.

 

5. Liability

5.1 The Contractor is liable in cases of intent or gross negligence in accordance with the statutory provisions. For slight negligence, the Contractor is liable only according to the provisions of the product liability law, because of injury to life, limb or health or because of breach of essential contractual obligations. The claim for damages for the slightly negligent breach of essential contractual obligations, however, is limited to the contract-typical, foreseeable damage, as far as liability is not due to injury to life, limb or health. The Contractor is liable to the same extent for the fault of vicarious agents and representatives.

5.2 The provision of the preceding paragraph (5.1) extends to damages in addition to performance, compensation instead of performance and the claim for compensation for futile expenses, for whatever legal reason, including liability for defects, default or impossibility.

 

6. Prices and terms of payment

6.1 The basis for the settlement of all service transactions is the offer of the Contractor on which the order is based or – if no offer exists – the respectively valid price list of the Contractor.

6.2 If, in the case of orders for which a fixed price has been agreed, it emerges during processing that, for unforeseen reasons, costs beyond the agreed fixed price are required, the Contractor will inform the Principal immediately and name the anticipated additional expenses. If the Principal does not agree to the payment of additional expenses, both parties are entitled to withdraw from the contract. In this case, the Contractor is entitled to settle all services provided up to that time in accordance with the respectively valid price list, up to a maximum of the agreed fixed price.

6.3 The Contractor reserves the right to carry out the order processing against cash on delivery, partial advance payment or advance payment. The Contractor reserves the right to bill partial performances, the conclusion of which he has previously demonstrated to the Principal.

6.4 Payment terms are net 30 days. If full payment is made within 14 days, the Contractor grants a 2% discount. If the invoice recipient is in default of payment, the biller is entitled to claim default interest. The default interest amounts to 5% p.a. above the base rate applicable at the time of calculation.

6.5 The Contractor has the right to withdraw from or to interrupt processing of already accepted orders and to withhold analysis data if the Principal is in default with the payment of partial services or previous services rendered in full.

 

7. Protection of work results, confidentiality

7.1 The Contractor owns the copyright in the services provided and in the analysis methods developed and validated by Steelyard Analytics or by Spectral Service AG. The Principal may use the reports and reports produced in the context of the order with all tables, calculations and other details only for his own purposes. Reports are not to be disseminated to third parties. Unless prior consent is expressly granted in writing, any use or publication in extracts is not authorized by Steelyard Analytics and may not be associated with our name or any signature of our employees. Any misuse will be prosecuted.

7.2 The Contractor undertakes to make available to the Principal all partial and final results that are drawn up within the scope of the order and neither to publish nor to disclose this to third parties without his consent. Excluded is the transfer to any Federal, State, or local authorities. The Contractor further undertakes to keep secret all information received from the Principal in connection with the order.

 

8. Governing Law and Jurisdiction

8.1 The business relationship between the parties is governed by the laws of the State of Delaware. The parties agree to submit all disputes arising out of or in connection to the Contract to the exclusive jurisdiction of the Courts of Delaware.

 

9. Other provisions

None

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