Questmed GmbH - General Terms and Conditions

I. General provisions

1.1 The scope of the testing services (hereinafter: services) shall be determined by the written declarations of both parties. Our General Terms and Conditions (hereinafter referred to as "GTC") shall apply exclusively to the contract. General terms and conditions provided by the customer shall not become part of the contract, even if we do not expressly object to them.
1.2 These GTC apply to all future contracts, even without explicit reference.
1.3 Questmed GmbH reserves its property and copyright exploitation rights to cost estimates, drawings and other documents without limitation. The documents may only be made accessible to third parties with the prior consent of Questmed GmbH and shall be returned to Questmed GmbH immediately upon request if the order is not granted to Questmed GmbH. This shall apply accordingly to documents of the customer; however, these may be made accessible to such third parties to whom Questmed GmbH has assigned services.

II. Services of the Questmed GmbH

2.1 Questmed GmbH shall provide the services according to the confirmed test procedure and the current state of technology . The tests shall be performed exclusively on the basis of the agreed test procedure. The client bears the risk for the usability of the results. Questmed GmbH is otherwise free in the modalities of execution.
2.2 Questmed GmbH shall base the execution of the agreed services on the samples provided by the customer. Questmed GmbH assumes that the samples provided are authentic and representative with regard to all significant criteria (e.g. material, surface condition, sterility). Questmed GmbH shall not be under any obligation to verify this.
2.3 The customer is liable for damages caused by the examinee, unless Questmed GmbH is accountable for causing the damage.
2.4 If Questmed GmbH, with the consent of the customer, takes over work results from third parties as a basis of its services, it may take these results as a basis for its further provision of services without checking them, unless the customer explicitly instructs Questmed GmbH to check these taken over work results.

III. Prices and payment conditions

3.1 The customer receives a non-binding offer with a currently valid price overview from Questmed GmbH after an internal inquiry check. According to this valid price overview the services will be charged. The remuneration is due within 14 days from the date of invoice without any deductions.
3.2 In the case of first-time orders, Questmed GmbH reserves the right to invoice the customer for an advance payment in the amount of 50% of the total volume prior to commencement of service provision.
3.3 Compensation shall also be paid if the customer does not use pre-reserved test dates during the period in which they are available to him according to the contract and a cancellation has not been made on time. In the case of an occupancy period of more than 5 days, a written cancellation must be made at least 4 weeks before the start of the occupancy. For an occupancy period of less than or equal to 5 days, a notice period of 2 weeks applies. IF the cancellation can be compensated by other orders, the customer only has to cover the costs for the additional work.
3.4 In case of breach of duty by the customer, in particular in case of default, Questmed GmbH shall be entitled to withdraw from the contract after expiration of a reasonable period of time set to the customer. The customer is obliged to return the work results.
3.5 The customer shall only be entitled to a right of retention insofar as its counterclaim has been legally established, is undisputed or is already pending a decision in court proceedings.
3.6 A set-off of the customer with a counterclaim is only permissible insofar as this has been legally established, is undisputed or is already pending a decision in court proceedings.

IV. Service schedule, delay

4.1 Service dates mentioned in the offers of Questmed GmbH are non-binding, unless a binding offer is expressly made.
4.2 Binding service dates shall be set down in written form. The adherence to deadlines for services requires the timely receipt of all test items and documents to be supplied by the customer, as well as the adherence to the agreed terms of payment and other obligations by the customer. If these requirements are not fulfilled in time, the deadlines shall be extended adequately. This shall not apply if Questmed GmbH is responsible for the delay.
4.3 If the non-adherence of deadlines is due to force majeure, war, strike, lockout, state of emergency, environmental disasters or similar events such as test system failure due to power failure or water damage, the deadlines shall be extended adequately. Questmed GmbH shall promptly notify the customer of the reason for the delay and the expected duration.
4.4 Upon Questmed GmbH's request, the customer is obliged to declare within a reasonable period of time whether it continues to insist on performance of the service due to the delay and/or which of the claims and rights to which it is entitled it asserts.
4.5 Claims for compensation of the Customer in case of delay are regulated under Article IX.

V. Responsibility for risk during shipment

Both the delivery and the collection of test items shall be carried out by the customer at the customer's expense and risk. Unless otherwise agreed, the test objects shall be returned at the expense and risk of the customer after the service has been provided.

VI. Duty to cooperate and acceptance by the customer

6.1 The customer shall adequately support Questmed GmbH in the provision of services. In particular, all necessary documents and test items shall be made accessible at Questmed GmbH's place of business on time. As far as agreements supplementing the contract have been made, the customer shall confirm them in written form.
6.2 The customer shall inform Questmed GmbH in writing within 10 working days after receipt of the test results (e.g. test report or test protocol) whether these are accepted as being in accordance with the contract or he shall inform Questmed GmbH immediately, at the latest, however, within the aforementioned period of time, of concrete defects with an exact description. If this does not happen, the acceptance shall be considered as having taken place.
6.3 In the event of marginal defects, the customer may not refuse to accept the provision of the upon agreed services.

VII. Non-Disclosure-Agreement

7.1 Know-how of Questmed GmbH as well as all other business and trade secrets, including the content of the contractual relationship with the customer (hereinafter: information) shall be treated confidentially by the customer. The Customer shall take all reasonable precautions to protect the information from unauthorized access, disclosure, copying, transfer and other unauthorized use.
7.2 The customer is obliged to ensure that employees and third parties who have access to the information adopt the same duty of confidentiality as the customer itself.
7.3 The obligations set forth in this article shall extend beyond the termination of this contract.

VIII. Use rights of the customer

8.1 Questmed GmbH grants the customer the non-exclusive, non-transferable right to use the work results created by Questmed GmbH within the framework of the performance of the contract upon payment of the full compensation.
8.2 The customer is granted the right to reproduce the work results for internal purposes. Copyright and other protective notices may not be removed in the process.
8.3 The publication or partial publication of the work results for advertising purposes require the prior written consent of Questmed GmbH.

IX. Liability and compensation

9.1 Questmed GmbH is liable for intent and negligence, as far as the liability for slight negligence is not limited or excluded in the following conditions.
9.2 Liability for slight negligence is limited to the foreseeable, contract-typical damages in the event of violation of essential contractual obligations. Essential contractual obligations are those whose proper performance is necessary to achieve the purpose of the contract and on whose fulfillment the customer has relied and could rely. This also includes secondary obligations which are of particular importance for the purpose of the contract. Liability for slight negligence is excluded in the event of a breach of non-essential contractual obligations.
9.3 Questmed GmbH shall not be liable for subcontractors, legal representatives and employees in case of slight negligence as far as the violation of non-essential contractual obligations is concerned.
9.4 The above provisions on liability and limitation of liability for damages do not apply to liability for damages resulting from injury to life, body and health. The same shall apply in the case of a guarantee or warranty given.
9.5 If the customer suffers a damage for which Questmed GmbH is liable in addition to third parties, the customer shall take legal action against the third party beforehand, especially if this is associated with lower legal costs. The subsidiary liability of Questmed GmbH remains explicitly unaffected by this.
9.6 If there is a legitimate interest, Questmed GmbH will provide its customers with information about the amount of its liability insurance.

X. Limitation

Warranty claims lapse within one year.
This shall not apply in case of culpable negligence, claims arising from injury to life, body and health and if Questmed GmbH has maliciously concealed the deficiency or has provided a guarantee for the condition.

XI. Place of fulfillment, place of jurisdiction and governing law

11.1 The place of fulfillment for all contractual duties shall be the place of business of Questmed GmbH.
11.2 The place of jurisdiction for all legal disputes arising from the contractual relationship as well as about its origin and effectiveness is Potsdam, if the customer is a businessman. Questmed GmbH shall, however, also be entitled to sue at the registered office of the client.
11.3 The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.4 For customers with headquarters outside the Federal Republic of Germany, the exclusive place of jurisdiction is Potsdam.

XII. Completeness clause

Agreements outside the contract and these GTC have not been made and oral promises have not been given. The customer is free to prove the contrary.

XIII. Salvatory Clause

Should individual provisions of the contract or the GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

Legal Validity

Only the German version of our Terms and Conditions is legally binding.

Issue: 2013-02-01