General Terms and Conditions 🥇 INNOPROOF GmbH

General Terms and Conditions
of INNOPROOF GmbH, Rostock
Status: 24.02.2025

1. General
These General Terms and Conditions apply exclusively to all our current and future services. We do not recognize any conflicting, deviating, or supplementary terms and conditions of the customer.

2. Offer
Our offers are valid for 90 days. Our offers are non-binding unless otherwise stated in the order confirmation. For prices not explicitly fixed in our offers and order confirmations, we reserve the right to make reasonable price adjustments if cost factors (materials, labor costs, energy including general charges, tariff and transport costs, etc.) increase significantly after conclusion of the contract but before delivery. We are not bound to maintain previous prices for follow-up orders.
We reserve ownership and copyrights to our test reports, illustrations, drawings, calculations, and other documents. If test reports are created in cooperation with us, they may only be passed on to third parties with our written permission.

3. Scope of Services
The scope of services is determined by the offer and the written order confirmation. After completion of the tests, the customer will receive a test report.
All tests and other services are performed by INNOPROOF GmbH according to the specified standards or regulations or according to the current state of science and technical rules within the framework of objective and impartial application of expertise.
The client can at any time verify the proper execution of the contract through information provided by INNOPROOF GmbH or by presence during the testing.

4. Delivery Periods / Deadlines
Delivery periods are always understood as approximate, even if not explicitly stated. They begin only after the agreed delivery conditions are fulfilled (e.g., provision of samples, documents, sample approvals, agreed advance payments) and after all technical questions related to the contract subject have been clarified.
Our delivery obligations require timely and proper fulfillment of the customer’s obligations. If we are in default with delivery, the customer must grant us a reasonable grace period. After this period expires without delivery readiness being reported, the customer is entitled to withdraw from the contract regarding the affected goods (or test report). The customer may not reject partial deliveries. Claims for damages instead of or in addition to the service are excluded unless based on intent or gross negligence.
Agreed delivery periods are reasonably extended in case of unforeseen obstacles outside our control, such as strikes, lockouts, operational disruptions, delays in the delivery of preliminary materials, regardless of whether these obstacles occur with us or our suppliers. Such circumstances are not our responsibility, even if we are already in default. In such cases, both parties are entitled to withdraw from the contract. Withdrawal must be submitted in writing by both parties.

5. Prices and Payment Terms
Payments must be made within 14 days of the invoice date. Deviating agreements require written form. All prices stated in the order are exclusive of the applicable statutory VAT.
Failure to comply with payment terms or circumstances becoming known after contract conclusion that impair the customer’s creditworthiness render all our claims immediately due. We will inform the customer in writing. This also entitles us to deliver outstanding goods only against prepayment or security and, after a reasonable grace period, to withdraw from the contract or claim damages for non-performance, without prejudice to the right to repossess goods supplied under retention of title at the customer’s expense.

6. Obligations of the Contract Partner / Customer
The customer must ensure that INNOPROOF GmbH receives all necessary samples, information, and documents free of charge and in a timely manner for the execution of the order.
The customer must inform INNOPROOF GmbH promptly and without special request of all circumstances that may be relevant to the execution of the order.
All hazard and handling instructions, especially toxicological ones, for the samples must be communicated to INNOPROOF GmbH insofar as their composition is known.

7. Liability
Warranty is limited to the fact that tests are performed based on general scientific principles. Complaints must be made within 2 weeks after receipt of the test report — in case of hidden defects immediately after discovery. In case of defects, INNOPROOF GmbH has the right to remedy.
INNOPROOF GmbH does not guarantee that the tests performed are suitable for the purposes intended by the customer.
Claims for damages by the customer, regardless of the legal basis, are excluded except in cases of intent and gross negligence, violation of essential contractual obligations, and personal injury, as far as legally permissible. Liability for indirect and consequential damages is excluded in any case.
Liability of INNOPROOF GmbH is limited to an amount that the customer is entitled to inquire about. If the customer desires higher liability coverage, INNOPROOF GmbH will arrange corresponding insurance at the customer’s expense.

8. Confidentiality
The customer provides INNOPROOF GmbH with necessary data for the project and remains the owner of these data. Test results are the property of the customer. Passing on the results to the customer does not constitute publication under patent law. The customer will not derive prior use rights under patent law from the delivery and handling of the test results.
INNOPROOF GmbH undertakes not to publish or make results accessible to third parties in any other way. If legally required or contractually authorized, the respective customer will be informed by registered mail, unless prohibited by law.
Analysis methods developed by INNOPROOF GmbH remain the property of INNOPROOF GmbH. No license or other rights to use the testing methods developed by INNOPROOF GmbH are granted to the customer.

9. Place of Performance / Jurisdiction
Place of performance is Rostock. Jurisdiction for all disputes arising from our legal relationship with the customer is Rostock. German law applies.

10. Final Provisions
If individual provisions of these General Terms and Conditions are or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by an appropriate regulation that comes as close as legally possible to the purpose of the invalid provision.