General Terms and Conditions for Services enveon GmbH

1. Scope and Definitions

1.1 These General Terms and Conditions (“GTC”) in the version valid at the time the order is placed shall apply exclusively to the business relationship between enveon GmbH (hereinafter referred to as the “Contractor”) and the client (hereinafter referred to as the “Client”). After the Client first accepts them, they shall also apply to subsequent orders and future business relationships with the Client without requiring renewed confirmation, unless the Client objects in writing when placing a follow-up order.

1.2 The Contractor hereby expressly objects to the inclusion of any general terms and conditions submitted by the Client. These shall only become legally binding parts of the contractual relationship between the Contractor and the Client if and to the extent that the Contractor has expressly acknowledged them in writing. The inclusion of deviating or supplementary general terms and conditions of the Client through implied conduct—such as executing an order without explicitly objecting to their inclusion—is excluded.

1.3 The only binding basis for the legal relationship between the Contractor and the Client is the written service contract, including these GTC. This reflects all agreements between the parties regarding the contract subject. Verbal promises made by the Contractor prior to the conclusion of the contract are legally non-binding, and any verbal agreements between the parties are replaced by the written contract, unless explicitly agreed otherwise. “Written” in the context of these GTC includes both written and text form.

1.4 The applicable version of the GTC is the one valid at the time the contract is concluded.

2. Offer and Conclusion of Contract

2.1 Offers from the Contractor are generally non-binding. The fee amounts stated in the Contractor’s offers are non-binding estimates based on information provided by the Client regarding the content and scope of the requested service, and may change in the course of negotiations.

2.2 If the Contractor provides illustrations, drawings, calculations, or similar documents during the offer or contract negotiations, such information is to be regarded as indicative and approximate unless explicitly stated as binding. These are not warranties.

2.3 A contract for the performance of a service is concluded when the Client accepts the Contractor’s offer without reservation. If the Client requests modifications or additions to the offer, the contract is concluded based on the Contractor’s offer including these modifications or additions—provided the Contractor confirms acceptance of the requested changes or additions.

2.4 The Client may accept the Contractor’s offer orally. If so, the Client must confirm the orally issued order in writing upon request. The order is deemed accepted if the Contractor begins execution with the Client’s knowledge and the Client does not expressly object.

3. Remuneration, Ancillary Costs, and Payment Terms

3.1 The fee payable by the Client is as specified in the accepted and contractually agreed offer provided by the Contractor.

3.2 Ancillary costs incurred as part of the order must be paid separately, even if they were not explicitly mentioned initially, as long as they arise necessarily or by agreement during order execution.

3.3 All prices provided by the Contractor are net prices. VAT is charged additionally at the applicable statutory rate.

3.4 Unless agreed otherwise, all invoices are due without deduction within 14 days from receipt, payable in euros to the bank account specified in the invoice, free of charges. For services lasting longer than six weeks, the Contractor is entitled to issue monthly interim invoices. The Contractor is entitled to charge interest on due payments in accordance with § 353 of the German Commercial Code (HGB), and statutory default interest in the event of delayed payment.

3.5 The Client may only offset claims if the counterclaims are legally established, undisputed, or acknowledged by the Contractor. The Client may only exercise rights of retention if they arise from the same contractual relationship. Statutory rights in the case of defects remain unaffected.

3.6 The Contractor may request an advance payment of up to 30% of the agreed order amount before beginning the service.

3.7 The Contractor is entitled to demand advance payments or security for outstanding services if circumstances become known after contract conclusion that significantly impair the Client’s creditworthiness and endanger payment of the Contractor’s claims under the contract.

4. Performance Time

4.1 Delivery or performance times specified by the Contractor are estimates and non-binding. A fixed delivery date is only binding if agreed upon in text form. The start of the performance period specified by the Contractor presupposes clarification of all necessary questions related to the order and the fulfillment of the Client’s obligations (e.g., delivery of test samples, definition of testing scope, payment of agreed advance payments, etc.). If a fixed deadline for the performance is agreed upon, it will automatically be extended by the period the Client is in default with their cooperation or payment obligations. Other rights of the Contractor resulting from the Client’s default remain unaffected.

4.2 Performance delays due to force majeure or unforeseeable circumstances beyond the Contractor’s control—such as operational disruptions, strikes, lockouts, governmental orders, or delays in deliveries by subcontractors—do not constitute a default by the Contractor. Any agreed performance period is extended by the duration of the delay. If the hindrance lasts longer than two months, either party may terminate or withdraw from the contract after a reasonable grace period has expired. In such cases, claims for damages are excluded (see also Section 11).

4.3 The Contractor is entitled to render partial services, provided that this does not conflict with a recognizable interest of the Client.

5. Performance of Services

5.1 The Contractor shall carry out the commissioned service professionally and in accordance with regulations and is responsible for the test setup, its agreed execution, and the determination, documentation, and evaluation of the test results—unless a test setup or procedure specified by the Client was agreed upon. The test results obtained relate exclusively to the samples delivered by the Client and documented during the test.

5.2 All documents and information relevant for service fulfillment may be copied and stored by the Contractor during performance. Further details may be governed by a confidentiality agreement with the Client.

5.3 As an accredited testing laboratory, the Contractor is not subject to Client instructions during conformity assessments that go beyond the contractual relationship—especially if such instructions might influence objective testing intended for the public interest.

5.4 The Client is responsible for selecting the applicable test method and must define the standards, test specifications, etc., to be used. The Contractor will observe the test requirements, applicable legal regulations, and recognized engineering standards when performing the services.

5.5 If processing or damaging the samples is necessary to carry out the agreed tests, the Contractor may do so without the Client’s consent. The Client has no claim to restoration or compensation.

5.6 The Contractor may engage third parties to provide services or subcontract the order in whole or in part, provided this does not impair any legitimate interests of the Client. If accredited services are affected, the Client will be informed and their consent obtained prior to third-party commissioning. Naming the third-party provider is not required unless transparency is required under ISO/IEC 17025. For non-accredited services, the Contractor is not obligated to inform the Client about subcontracting.

5.7 The Contractor only owes the performance of the agreed service, not the achievement of a specific result or success.

6. Client’s Duties to Cooperate

6.1 The Client is obliged to support the Contractor reasonably in providing the services, particularly by supplying necessary information and additional details requested by the Contractor during the contractual relationship.

6.2 Unless agreed otherwise, the Client shall deliver the test samples (specimens) and other materials in the agreed quantity to the Contractor’s branch that issued the offer underlying the order. Delivery is at the Client’s expense and risk. Any packaging instructions from the Contractor must be followed to ensure proper testing.

6.3 The selection and quantity of samples are the Client’s responsibility. The Client ensures that the delivered items are suitable for the commissioned tests and that they are representative (“pars pro toto”) of their product line in the case of conformity assessments. The Contractor assumes no responsibility for selecting the samples or properly collecting the materials, nor for their suitability for the Client’s intended purpose. Nevertheless, the Contractor may support the Client with recommendations or suggest alternative test methods if the provided samples are found unsuitable. Such recommendations are non-binding and do not entitle the Client to compensation. Additional costs due to changed testing requirements will be invoiced separately.

6.4 The Client shall, where technically necessary, instruct the Contractor in handling the samples and inform about any special characteristics. Hazards posed by the samples must be communicated early enough to allow proper safety and cost planning. This especially applies to health or safety risks such as contamination with toxins, radioactive material, or pathogens. The Contractor may refuse acceptance and withdraw from the contract unless the Contractor has explicitly accepted the risk.

7. Storage of Samples

7.1 The storage of test samples provided to the Contractor is voluntary and without legal obligation. The Contractor stores samples for a maximum period of three years from the date of delivery. After this period, the Contractor is entitled to dispose of or otherwise use the samples without prior notice. Any obligation to store them beyond this period is expressly excluded.

7.2 Before delivering the samples, the Client must inform the Contractor in writing or text form about any specific storage or handling requirements. This includes—but is not limited to—requirements related to electrostatic discharge (ESD), temperature, and climate conditions. If no such notice is given, the Contractor assumes that no special requirements apply and stores the samples at their own professional discretion.

8. Rights to the Results

8.1 The results produced during service performance become the property of the Client upon full payment of the agreed remuneration.

8.2 If protectable rights arise from our services, the Client shall, upon explicit written request and full payment, receive the exclusive, transferable, irrevocable, unlimited rights to use and exploit the results—either themselves or through third parties—in any known form, unchanged or modified. This includes in particular the right to reproduce, distribute (physically or digitally), make publicly accessible, broadcast, publish, edit, transform, lease, or sublicense usage rights at their sole discretion. This also covers online use across all communication networks (e.g., internet), mobile and fixed data networks, and on end devices. For software results, these rights include both the object code and the source code.

8.3 If exercising these rights requires invoking our employees, we commit to doing so in a timely manner. Any costs incurred from this shall be borne by the Client, who will indemnify us against related claims.

8.4 The Contractor explicitly waives the right to be named as the author of the results.

9. Documentation of Test Results

9.1 The Contractor documents the execution of tests and resulting test data professionally and in compliance with relevant technical standards in a test report. The documentation must meet scientific-technical standards, and be truthful and objective.

9.2 Tests meant to prove that a sample-represented product meets regulatory market-entry requirements (conformity tests) must also comply with the documentation standards required of accredited laboratories under DIN standards. The Contractor is entitled to reject any conflicting requirements from the Client.

9.3 The test report and related documents such as test plans, equipment certificates, calibration records, and Client-provided materials are created in accordance with applicable legal and regulatory frameworks, potentially supplemented by confidentiality agreements between the Contractor and Client.

9.4 According to DIN standards, any decision rules applied in conformity declarations must be documented. Decision rules describe how measurement uncertainty (MU) is taken into account when making statements about compliance with a set requirement.

9.5 If no decision rule is agreed upon in the contract and none is prescribed by relevant standards, MU will not be considered for conformity declarations based on variable data. If the Client defines a decision rule before testing, it will be applied as far as feasible. Any additional work resulting from a decision rule will be charged per test.

9.6 For tests that do not involve variable data or require conformity declarations, defining a decision rule is not necessary.

10. Premature Termination by the Client

If the Client declares in text form that the Contractor should not or should no longer perform the agreed test, the Contractor retains the right to the agreed remuneration, minus any expenses saved. In the case of cancellation, a minimum flat-rate fee of 30% of the agreed remuneration shall be deemed contractually binding. Any terminated test must be documented in accordance with DIN standards.

11. Liability and Damages

11.1 Claims for damages by the Client are excluded. This does not apply to damages resulting from intentional or grossly negligent behavior by the Contractor, their legal representatives, or agents, or to damages arising from injury to life, body, or health or the violation of essential contractual obligations. Essential obligations are those whose fulfillment is necessary to achieve the contract’s purpose.

11.2 If such essential contractual obligations are breached through slight negligence, the Contractor is only liable for foreseeable damages typical of the contract—except in cases of injury to life, body, or health.

11.3 Provisions of the German Product Liability Act remain unaffected.

11.4 These liability limitations also apply in favor of the Contractor’s legal representatives and agents if claims are made directly against them.

12. Applicable Law and Jurisdiction

12.1 Place of performance is the Contractor’s registered office.

12.2 Contracts between the Contractor and the Client are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory statutory provisions limiting this choice of law remain unaffected.

12.3 If the Client is a merchant, legal entity under public law, or a special public fund, jurisdiction for all disputes arising from or in connection with the contractual relationship lies with the Contractor’s registered office.

13. Severability Clause

If any provision of this contract or these GTC is or becomes invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the economic intent of the invalid clause.