General Terms and Conditions

1. GENERAL

1.1 The following terms and conditions apply to all orders and contracts between IGR Institut für Glas- und Rohstofftechnologie GmbH – hereinafter referred to as the contractor – and the client. They shall also apply to all future business relationships, even if they are not expressly agreed again. The terms and conditions of business shall be deemed to have been agreed by acceptance of the contractor’s offers or order confirmation. The Client’s General Terms and Conditions are hereby rejected in their entirety, unless their applicability has been agreed separately in writing.

1.2 Amendments, supplements and collateral agreements to these terms and conditions, in particular verbal declarations, confirmations and promises made by our employees, shall not be valid unless they are subsequently confirmed in writing by the Director.

1.3 The Contractor’s fields of business are generally physical and chemical analysis and, if required, their statistical analyses, quality assurance, consulting, research and development.

2. ORDER CONFIRMATION, CONTRACTUAL CONDITIONS

2.1 The scope of services of an order is generally determined before the order is placed. The stated costs are based on the current cost situation and the anticipated personnel and material costs. Changes to these bases shall entitle the Contractor to make an adjustment.

2.2 The Contractor’s offers are not binding with regard to the scope of services, deadlines and prices until the final conclusion of the contract. Only the Contractor’s written order confirmation shall be binding with regard to its content. Subsequent changes to the agreed scope of services and deadlines must also be made in writing.

2.3 Compliance with the delivery period shall be subject to the fulfilment of the contractual obligations of the client.

2.4 Orders are accepted subject to the proviso that the materials, components, necessary details, information and other documents are available or will be made available in good time or that any necessary official authorisations have been obtained so that there are no interruptions in the execution of the order.

2.5 If import and/or export licences or foreign exchange permits or similar authorisations are required for the performance of the contract, the Client must make every reasonable effort to obtain these in good time and forward them directly to the Contractor.

2.6 If the Client fails to fulfil its obligations to cooperate or only fulfils them with delay, it shall be liable for all damages incurred as a result. This applies in particular to expenses incurred by the Contractor in connection with the order. Further claims remain reserved. If the conditions are met, the risk of accidental loss or accidental deterioration of the service shall pass to the Client at the point in time at which the Client is in default.

2.7 The orders placed with the Contractor shall be carried out in accordance with the general rules of laboratory technology and the recognised state of the art in science, taking into account the statutory and official regulations. The Contractor reserves the right to determine the methodology of the analyses at appropriate discretion. This applies in particular to changing conditions that may arise in the course of the investigation process and which could not have been foreseen before work commenced. In the event of significant changes or cost increases, the contractor is obliged to inform the client immediately in writing.

The Client shall have no claim to the surrender of analysis specifications or examination procedures developed by the Contractor. Anything else shall only apply if the regulations or procedures are owed by the Contractor itself as the object of Performance.

2.9 If the methodology of the investigations or certain scopes of investigation are specified by the client, the completeness or appropriateness of the investigations with regard to the purpose of the investigation is not the subject of the order.

2.10 The duration for the execution of orders is specified by the Contractor on the basis of empirical values and is mentioned without guarantee. If the start or duration is postponed due to unforeseen circumstances, the calculated times shall be recalculated. Exceeding the specified deadlines does not entitle the client to make deductions or claim damages. If deadlines have been agreed, these shall be deemed to have been met if a final or test report is submitted by the time they expire. If the submission of the final or test report is delayed due to unforeseen events, in particular operational disruptions, force majeure, strikes, lockouts, sabotage, delays in the delivery of essential parts, official orders etc. to the contractor, the deadline shall be extended accordingly. This shall also apply if such circumstances occur after the Contractor is in default. The unavoidable costs incurred as a result of the delay shall be borne by the Client, unless the Contractor is responsible for them. In the event of force majeure, the parties shall make every effort to eliminate or minimise the difficulties and foreseeable damage and shall keep the other party informed of this on an ongoing basis. The Contractor’s liability shall be limited to causes for which it is responsible and gross negligence on the part of the Contractor.

2.11 The costs of work interruptions for which the Contractor is not responsible and which necessitate the withdrawal or re-deployment of employees provided by the Contractor shall be charged to the Client.

2.12 The client is with regard to personnel and materials obliged to make all preparations and take all measures necessary for the proper start of the work (e.g. consulting), its trouble-free execution and proper completion in good time before the agreed start of the work and during its execution.
This includes structural equipment, tools, devices and other work equipment, the provision of the necessary materials, auxiliary and operating materials, the provision of the necessary labour, etc.

2.13 The Client shall take appropriate care of all work equipment brought in by the Contractor and shall be liable until the work has been completed or until the work equipment has been cleared and removed. The Client shall also be liable for damage, destruction and loss of these work aids in the event of force majeure. Safety instructions and other hazard warnings must be provided by the client, as must precautions regarding fire protection.

2.14 If goods are commissioned by the Contractor as a consulting service, i.e. the Contractor only acts as an intermediary between the Client and the Service Provider, and if these are then manufactured on the basis of design specifications, drawings or models provided by the Client, no liability shall arise for the Contractor. Liability is automatically transferred to the service provider. The service provider’s liability does not extend to the correctness of the design, but to the fact that the design was carried out in accordance with the client’s specifications. In such cases, the client shall indemnify and hold the contractor harmless in the event of any infringement of property rights. The Contractor shall not assume any warranty for modifications or conversions of old or third-party goods or for the delivery of used goods.

3. DELIVERY OF THE SAMPLE MATERIALS

3.1 The client shall be liable for all damage that is attributable to a hazardous nature of the sample material that was not made known to the contractor. The client shall be liable under civil and criminal law for all damage caused by the sample material, in particular during transport and waste disposal.

3.2 The Client shall bear the costs and risks of delivery to the Contractor’s premises, if the sample material is not collected by the Contractor as part of a separate agreement.

3.3 In the case of dispatch by the Client, the sample material must be packaged and dispatched properly and in accordance with any instructions issued and the statutory provisions.

3.4 The Client is obliged to inform the Contractor of all hazard and handling instructions for the sample material and, if known, the composition of the sample substances. In addition, the risks and dangers must be pointed out in writing by the client in the order.

4. SAMPLE STORAGE

4.1 The acceptance of sample material for testing purposes does not constitute a transfer of ownership.

4.2 The client remains the owner of the sample materials even after completion of the commissioned tests and remains the waste producer in terms of waste law.

4.3 In order to enable the preservation of evidence or follow-up examinations, a representative reserve sample of the sample material is generally kept by the Contractor for nine months. In the case of samples that are continuously received by the contractor for routine testing and whose results are communicated to the client promptly – usually on the same day – the retention period at the contractor’s premises is usually only six weeks. Storage periods deviating from this can be agreed. The samples and containers are then discarded and sent for waste disposal. Proper disposal of the sample materials will be arranged by the contractor for the client after the retention period has expired. The costs arising from the disposal of sample materials shall be charged separately to the client and are not part of the order costs. Residual quantities can also be returned to the client at the client’s expense on prior request or collected by the client by arrangement.

5. DUTY TO INSPECT, LIABILITY FOR PROJECTS AND
WARRANTY FOR WORK IN PROGRESS

5.1 The contracting parties agree that the Contractor does not owe any success in the sense of the law on contracts for work and services in the case of project processing and development tasks, nor can any specific result be guaranteed. However, the Contractor undertakes to provide the service properly and conscientiously, utilising the respective state of the art in science and technology. Development tasks are understood here in particular to be orders in which the Client specifies a product standard or product parameter to the Contractor that is desired by the Client and for which the Contractor is to develop a technical procedure or process in order to achieve this desired product standard or the desired product parameters (e.g. preparation process for an intermediate product).

5.2 If the Contractor undertakes product management at the Client or for the Client, the Contractor shall only act as a consultant. The Contractor does not owe any specific success in this respect, nor can a specific result be guaranteed.

5.3 Any liability of the Contractor towards the Client for production downtime, loss of profit, loss of use, loss of contracts, machine damage or any other economic or indirect consequential damage is generally excluded. As far as legally possible, the Client shall indemnify the Contractor against general liability claims – particularly in the case of conclusions and interpretations given in examination reports.

5.4 Complaints of a technical, financial, or organizational nature regarding the correctness of the test execution and the accuracy of the test results must be asserted immediately and, if justified, will be remedied exclusively through rectification in service projects. However, the contractor may also provide replacements at its discretion. When taking samples from soils, structures, or other objects, the client must submit plans of the location of cables or supply lines, etc., before work begins and name a person who can provide binding information about their type and location. Claims for damages, unless caused intentionally by the contractor and relating to property damage, cannot be asserted by the client.. This also applies to consequential damages. The same applies if – exceptionally – the subject of the contract is work services or the manufacture of new items.However, in these cases, if rectification fails, the client reserves the right to rescission or reduction of the purchase price at its discretion. The client’s claims shall expire within 12 months of the provision of the examination report or the dispatch or delivery of the items. Upon delivery of goods, the recipient must inspect the goods immediately upon receipt and, if a defect is discovered, notify the contractor immediately. Failure to do so will result in the goods being deemed accepted, unless the defect was not apparent upon inspection.
If such a defect subsequently becomes apparent, notification must be made immediately upon discovery; otherwise, the goods will be deemed accepted even with regard to the defect.

5.5 In the event of slightly negligent breaches of duty, the liability of the Contractor – as well as that of its vicarious agents, assistants, and legal representatives – is limited to the foreseeable, typical, and direct average damages typical for the type of goods. Furthermore, the Contractor shall not be liable for slightly negligent breaches of non-essential contractual obligations.

5.6 In the event of only a minor breach of contract, in particular in the case of only minor defects, the Client shall not be entitled to withdraw from the contract.

5.7 The Contractor assumes no liability for materials, order components, service items, shipping instructions, processing instructions, and the like provided by the Client, unless expressly agreed in writing. The Contractor is not obligated to check these for compliance with statutory standards within the meaning of the Product Liability Act and/or the German Civil Code (BGB) or other regulations. In such cases, the Client shall be liable without limitation and shall fully indemnify the Contractor against all claims by third parties.

5.8 Warranty claims by the Client are excluded if improper handling of the service and/or improper implementation of the service result led to the defect or was at least a contributing factor.

5.9 If, in the case of sampling, the Client disputes the result of the analysis and requests a control sample or a second analysis, the Client shall bear the resulting costs if the control analysis confirms the initial result. The Contractor undertakes not to charge the costs of the second analysis if this does not confirm the result of the initial sampling and was carried out by or at the Contractor.

5.10 If no agreement can be reached regarding the legitimacy of the objection, an arbitration review will be conducted. The choice of the body conducting the arbitration review will be contractually agreed upon. The costs of the arbitration review will be borne by the contractor if the objection was justified, and by the client if the objection was unjustified.

5.11 If a service is delayed for reasons for which the Contractor is responsible, and a reasonable grace period, which is combined with the express declaration that the Client will refuse acceptance of the service after expiry of this period, is not observed through the Contractor’s fault, the Client shall be entitled to withdraw from the contract. If this does not affect the entire service but only an independent part, the right of withdrawal is limited to this part.

5.12 All further claims of the Client, in particular claims for withdrawal, rescission, termination, or reduction of the price, as well as for compensation for personal injury, property damage, and financial loss of any kind, are excluded unless there is intentional or grossly negligent conduct.

6. TRADE SECRETS, COPYRIGHT PROTECTION, DATA PROTECTION

6.1 The Contractor undertakes to make the results obtained in connection with the projects carried out for the Client available to the Client and not to publish or disclose them to third parties without the Client’s consent.

6.2 The Contractor undertakes to keep all information received from the Client in connection with projects confidential.

6.3 However, both the Client and the Contractor are entitled to further use results within their areas of activity that they legally acquire within the framework of the contractual agreements. The Client will only be mentioned with the Client’s consent.

6.4 The Contractor retains the copyright to the services it provides, insofar as they are subject to copyright.

6.5 All documents, such as catalogs, sample books, etc., made available to the Client remain the property of the Contractor and must be returned upon request.

6.6 The Client may use the report prepared as part of the contract, including all lists, calculations, and other details, only for the purpose for which it was agree

6.7 Any further disclosure to third parties, any other use, or any modification or shortening of the text is only permitted with the Contractor’s consent. Publication of test results (examination reports, expert opinions, etc.), even in part, requires the Contractor’s approval.

6.8 The Client is responsible for ensuring that the delivery of materials or instructions regarding shapes, dimensions, colors, weights, etc. do not infringe the intellectual property rights of third parties. The Client shall indemnify the Contractor against any third-party claims for infringement of the aforementioned intellectual property rights, including all legal and extrajudicial costs.

6.9 Within the scope and limits of existing data protection regulations, the Contractor is entitled to process and store the Client’s order-related and personal data. In the event that the Client transmits personal data of its employees to the Contractor, this data will be stored by the Contractor and, if necessary, forwarded to internal departments – and external departments such as tax advisors – to the extent necessary to process the order or business transaction. Under data protection law, the Client is obligated to inform its employees about the transmission of personal data to third parties. The Client shall ensure that it informs its employees, whose data it transmits to the Contractor, in particular about the information contained in the appendix “Information on the Collection of Personal Data” before transmission.

7. LIABILITY

7.1 The Contractor’s liability is generally limited to one-time the contract value.

7.2 The Contractor has commercial liability insurance. This is limited to €10,000,000 for personal injury and property damage (including damage to rented property). The Contractor has liability insurance for financial loss. This is limited to €100,000.
The Contractor undertakes to maintain the insurance policies up to the stated insured amounts.

7.3 If the Contractor’s insurer is not obligated to pay, liability for cases of simple negligence is excluded.

8. PAYMENT TERMS, RESERVATION OF TITLE

8.1 Unless otherwise agreed, invoices are due within 14 days of the invoice date without any deductions.

8.2 Prices are net prices. In addition to all fees and charges, the applicable value-added tax at the time of invoicing will be charged. Invoices are issued in Euro (€).

8.3 The prices generally do not include transport, postage and packaging costs, insurance or other incidental charges. The costs of additional charges such as tolls shall be paid by the client alone.

8.4 Payment is only made when the Contractor has access to the amount. Money orders, checks, and bills of exchange are accepted only on account of performance, taking into account all collection and discount charges at the Client’s expense.

8.5 The Contractor retains title to the contractual item until all claims against the Client arising from the business relationship, including future claims arising from contracts concluded simultaneously or subsequently, have been settled. In the event of breach of contract by the Client, particularly in the event of late payment, the Contractor shall have the right to repossess the contractual item, and the Client shall be obligated to return it. This, as well as the seizure of the contractual item by the Contractor, shall only constitute a withdrawal from the contract if the Contractor expressly declares this in writing.

8.6 The Client may not enter into any agreements that nullify or impair the advance assignment of claims to the Contractor.

8.7 If a fixed price has been agreed, the Contractor may, depending on the scope of the project, invoice an initial installment of up to 50% of the final amount stated in the order upon order confirmation. Furthermore, the Contractor may invoice installment payments proportional to the portion of the total work owed that has been performed.

8.8 Any objections to the Contractor’s invoices must be submitted to the Contractor in writing, with the reasons given, by the Client within 14 days of the invoice date.

8.9 In the event of default by the Client on a partial or final invoice, default interest shall accrue pursuant to Section 288 (2) of the German Civil Code (BGB), subject to the assertion of further damages. The Contractor is entitled to do so without special notice of default – subject to other legal forms. Furthermore, the Contractor may suspend the work and extend the deadlines for completion of the work accordingly.

8.10 The Contractor is entitled, despite any contrary provisions of the Client, to initially offset payments against the Client’s older debts. If costs and interest have already been incurred, the Contractor is entitled to offset the payment first against the costs, then against the interest, and finally against the principal service.

8.11 The Client may only offset claims made by the Contractor if the Client’s counterclaim is undisputed or if a legally binding title exists. The Client may only assert a right of retention if it is based on claims arising from the concluded contract.

8.12 If the Client provides false information about its financial situation upon conclusion of the contract, or if its financial situation deteriorates after conclusion of the contract to such an extent that its creditworthiness is significantly impaired according to objective, banking criteria and the realization of the Contractor’s claims is specifically jeopardized, the Contractor shall be entitled to demand payment of the remaining debt or to terminate the contractual relationship unilaterally prematurely. Previously performed parts of the contract remain unaffected. This also applies to the acceptance of bills of exchange or checks.

8.13 If the above-mentioned deterioration in the Client’s creditworthiness occurs, the Contractor shall be entitled to withdraw from the contract.

9. TERMINATION

9.1 Termination of the contract by the Client without the Contractor having provided cause for doing so shall not affect the Contractor’s right to compensation. This particularly applies to services rendered up to that point, holding costs, and expenses incurred for the contract. The Client remains at liberty to provide evidence that any damage has actually occurred.

10. LAW, PLACE OF PERFORMANCE AND JURISDICTION

10.1 In the event of a dispute, the exclusive application of German law is agreed, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The place of performance shall be the Contractor’s registered office, and the place of jurisdiction shall be Göttingen, Germany, to the extent permitted by law. However, the Contractor shall be entitled, at its own discretion, to bring legal action at the Client’s registered office.

11. SEVERABILITY CLAUSE

11.1 Should one or more provisions of this Agreement be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose intended by the invalid provision.

As of: July 17, 2025