I. General – area of application
These business terms apply to all current and future business relations with the entrepreneur.
Entrepreneurs under the terms of these business terms are natural or legal persons or partnerships having legal capacity with whom business relations are entered that constitute the exercise of a trade or inspection profession.
Deviating, contrary or supplementary general business terms, even if known, shall not be part of the contract, unless the validity of such terms is expressly agreed in writing.
II. Provision of services
Arotec in the capacity of an independent third party, supplies information in the form of ascertainment or recommendations for the special purpose of contributing to the prevention of the risks to which the beneficiaries of its services are exposed, and of helping them assure the quality of their products. Arotec’s services (hereinafter called the “Services”) consist of work performed by Arotec, including but not limited to:
- audit of factories;
- pre-production inspections and quality control of the products;
- pre-shipment inspections and quality control;
- cargo inspection
- technical inspection
- expediting
- container loading inspections;
- during production inspections.
III. Report
(a) The Report shall (i) constitute the sole deliverable for the Services, (ii) relate solely to the facts
and circumstances as observed and recorded by Company at the time of performance of the Services
within the limits of written information and instructions received from Client; Company shall have no
obligation to update the Report after its issuance. Where the Services include testing or inspection:
(i) the Report will set forth the findings of Company solely with respect to the product samples identified therein and (ii) the results set forth in the Report are not to be construed as indicative or representative of the quality or characteristics of the lot from which a product sample was taken for Company’s performance of Services.
(b) The Report is issued solely by Company, is intended for the exclusive use of Client and its
affiliates and, except as required by a regulatory body, shall not be published, used for advertising
purposes, copied or replicated for distribution or publicly disclosed without Company’s prior written consent. Company is not responsible for any third party’s interpretation of the Report.
(c) Client shall not request a Report for purposes of litigation, nor shall it list Company, its affiliates or employees as an expert in any proceeding without Company’s prior written consent. If Client anticipates producing or otherwise using the Report in any legal proceedings, it shall so notify Company prior to submitting the Report in such proceeding.
IV. Representations and Warranties
(a) Company undertakes due care and ordinary skill in the performance of its Services.
(b) Client agrees that Company is neither an insurer nor a guarantor and does not take the place of Client the third parties that it retains, including designers, manufacturers, agents, buyers, distributors, and transportation or shipping companies; Company disclaims all liability in such capacities. Client understands that, if it seeks to protect itself from claims of loss, damage or injury, it should obtain
appropriate insurance.
(c) Company does not warrant or guarantee Client’s products, and Company’s Report does not represent a warranty of merchantability, a warranty of fitness for a purpose, or any other warranty or guarantee.
V. Payment
Payment in full shall be due 30 days after the date of invoice, failing which Company may revoke any credit extended to Client. Client shall reimburse Company for (i) interest on overdue amounts from the due date until paid and (ii) any other costs Company incurs in collecting past due amounts, including court, attorneys and collection agencies’ fees.
VI. Intellectual Property
The names, service marks, trademarks and copyrights of Company and its affiliates (collectively, the
“Marks”) are and remain the sole property of Company and shall not be used by Client. Client shall not contest the validity of the Marks or take any action that might impair the value or goodwill associated with the Marks or the image or reputation of Company or its affiliates. Client understands that any information or samples submitted to Company is a license for Company to use the same in the performance of Services.
VII. Data protection
The entrepreneur agrees that personal data shall be stored for internal purposes, insofar as this is necessary within the parameters of the purposes of the contractual relationship.
VIII. Final provisions
German law shall apply. The provisions of the UN Convention on Sales shall not apply.
The exclusive court of jurisdiction for all disputes arising from this contract is our place of business. The same shall apply if the entrepreneur does not have a general court of jurisdiction in Germany or if this court of jurisdiction is not known at the time when an action is commenced.
If individual provisions of the contract with the entrepreneur, including these general terms of business, are or become wholly or partly invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision should be replaced by a provision that reflects as closely as possible the economic intent of the invalid provision.
No oral subsidiary agreements have been reached. Changes to the contract must be made in writing in order to gain validity.