General Terms and Conditions

§ 1 Scope and authoritative version

1. These General Terms and Conditions are a translation of the German version. The legally binding and authoritative version is the German version. This English version is provided for convenience and information purposes only. In the event of discrepancies, inconsistencies or differences in interpretation, the German version shall prevail.
2. These General Terms and Conditions (GTC) apply to all contracts between ASG Analytik-Service AG (hereinafter referred to as “ASG”) and its customers for analytical and testing services, equipment manufacturing (standard and custom-made products), delivery of products, in particular test and trial fuels, reference and control materials, as well as consulting, technical center, and development services (collectively “Services”).
3. Customers within the meaning of these GTC are consumers (§ 13 of the German Civil Code [BGB]) or entrepreneurs (§ 14 BGB).
4. Any deviating, conflicting, or supplementary terms and conditions of the customer shall only become part of the contract if ASG agrees to their validity in writing.
5. Individual agreements (including collateral agreements, supplements, and amendments) take precedence over these GTC and must be made in writing (e.g., by email).
6. These GTC also apply to all future contracts of the same type with entrepreneurs without the need for further notice.
7. For services outside Germany, ASG may specify supplementary terms and conditions of delivery and service to the extent necessary to comply with national regulations.

§ 2 Conclusion of contract

1. Offers made by ASG are non-binding unless expressly designated as binding. A contract is concluded by written order confirmation or by performance/delivery.
2. In the case of online/distance selling contracts, the customer receives a confirmation of receipt. The contract is concluded at the latest upon delivery/performance. This confirmation of receipt does not constitute acceptance of the contract offer, but serves exclusively to provide information about the receipt of the order.
3. In the case of custom-made products (equipment construction, customer-specific products), ASG is bound to cost estimates/offers for 30 days, unless otherwise stated.

§ 3 Scope of services; obligations to cooperate

1. The specific scope of services is specified in the offer, order confirmation, or service description.
2. Analytics are performed in accordance with the state of the art, in particular in compliance with relevant standards (e.g., DIN EN ISO 4259).
3. The customer shall provide complete and accurate information as well as safe samples (including safety data sheets and hazardous substance information). ASG is entitled to subject incoming samples to a safety check and to reject, return, or properly dispose of unsafe or improperly declared samples without further testing. The costs of return shipment or disposal shall be borne by the customer. The customer is liable for damages incurred by ASG as a result of intentionally or grossly negligently providing inaccurate or incomplete information about the sample. This includes, in particular, damages caused by missing or incorrect hazardous substance information. In cases of slight negligence, the customer’s liability is limited to personal injury and property damage directly caused by insufficient safety information.
4. The customer’s obligations to cooperate (access, contact persons, approvals, documents, test approvals) must be fulfilled in a timely manner. If the customer does not fulfill its obligations to cooperate in a timely manner, ASG is entitled to suspend performance until these obligations have been fulfilled in full. Delays shall be borne by the customer.

§ 4 Deadlines, dates, partial performances, liability for damages caused by delay

1. Dates and deadlines are only binding if they have been expressly agreed as binding.
2. ASG is entitled to make partial performances or partial deliveries insofar as this is reasonable for the customer.
3. In the event of delays due to a lack of cooperation on the part of the customer or force majeure, deadlines shall be extended appropriately.
4. ASG’s liability for damages caused by delay is limited as follows:
   1. In the case of deadlines that have not been expressly agreed as binding, ASG shall only be liable for damages caused by delay in cases of intent and gross negligence. This does not apply to consumers.
   2. For deadlines that have been expressly agreed as binding, ASG’s liability is limited to three times the net order value of the service concerned, up to a maximum of €25,000 per claim.
   3. The above limitations of liability apply only to entrepreneurs. The statutory provisions apply to consumers.

§ 5 Prices, minimum order value, shipping and ancillary costs

1. The prices agreed upon at the time of conclusion of the contract apply; the ASG price list (if applicable) is an integral part of the offer.
2. In the case of contracts with entrepreneurs that have a term of more than six months or where there are more than six months between the conclusion of the contract and delivery/performance of the service, ASG shall be entitled to adjust the agreed prices if the following cost factors, which are essential for the calculation, change by at least 5%:
   • Material costs (in particular raw materials, chemicals, components)
   • Energy costs (electricity, gas, process energy)
   • Transport and logistics costs
   • Personnel costs due to changes in collective agreements or legislation
   • Government levies (e.g. disposal, safety or compliance costs)
   The adjustment must be proportionate to the change in costs; cost reductions must also be taken into account. ASG shall provide evidence of the change in costs by means of suitable documentation (e.g., official indices, supplier invoices, collective agreements). The customer shall be informed in writing at least four weeks before the change takes effect. In the event of an increase of more than 15% within twelve months or more than 25% over the entire term of the contract, the customer shall be entitled to an extraordinary right of termination with a notice period of two weeks. The right of termination shall expire if it is not exercised within four weeks of receipt of the notification of the price adjustment. Individual fixed price agreements remain unaffected by this provision.
3. Prices are quoted in euros, plus statutory sales tax (for consumers, gross prices, if indicated).
4. For orders from businesses, a minimum order value of €50.00 net per order (excluding shipping and ancillary costs) applies. If the order value falls below this minimum order value, ASG is entitled to:
   1. to reject the order, or
   2. to charge a processing surcharge for the difference between the order value and the minimum order value.
   ASG will inform the customer of the shortfall and the applicable processing fee before accepting the order. The customer then has the option of withdrawing or supplementing the order. In the case of framework agreements or regular delivery relationships, the minimum order value may be regulated differently by individual agreement.
5. Shipping, packaging, hazardous goods, disposal, calibration, testing, installation, and commissioning costs will be charged separately, unless otherwise agreed.

§ 6 Terms of payment; default; offsetting

1. Invoices are due upon receipt. Payment shall be made without deduction within 30 days of receipt of the invoice.
2. Default interest is 5 percentage points above the base rate for consumers and 9 percentage points above the base rate for businesses (§ 288 BGB). Reminder and collection costs may be claimed.
3. ASG may demand a reasonable down payment of up to 50%; for custom-made products or new customers, up to 100%, provided that there is a legitimate interest in security (e.g., advance material costs). A new customer is defined as a business with which ASG has not previously had a business relationship or whose last order was more than 24 months ago.
4. Offsetting/retention is only permitted with undisputed or legally established counterclaims or counterclaims arising from the same contractual relationship.

§ 7 Payment via payment service providers

1. ASG may enable the customer to make payments via external payment service providers (e.g., credit card providers or online payment services). In this case, payment is processed directly by the respective payment service provider under its terms and conditions. This may involve additional registration steps, security checks, or fees charged by the payment service provider.
2. The personal data required for payment processing will be transmitted to the respective payment service provider exclusively for the purpose of executing the payment. Further information on this can be found in ASG’s privacy policy and in the terms and conditions of the respective payment service provider.

§ 8 Delivery; transfer of risk; Incoterms

1. Delivery is ex works/warehouse of ASG, unless otherwise agreed.
2. Transfer of risk: for businesses, upon handover to the carrier; for consumers, upon handover to the consumer.
3. Incoterms® can be agreed upon request (e.g., FCA/EXW/DDP); these must be specified in the order confirmation.
4. Unless expressly agreed otherwise, the customer shall bear all costs and risks associated with import, customs clearance, and taxes outside Germany.
5. Deliveries to countries subject to embargoes, sanctions, or export control restrictions will not be made. Deliveries to other third countries are subject to prior export control checks and approval by ASG.

§ 9 Retention of title

1. The goods remain the property of ASG until full payment has been made. ASG may retain test results, expert opinions, or analyses until full payment has been made.
2. An extended or expanded retention of title applies to entrepreneurs. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to ASG any claims arising from the resale in the amount of the invoice amount. The customer remains authorized to collect these claims as long as they duly meet their payment obligations.
3. In the event of default in payment, ASG is entitled to take back the goods subject to retention of title after setting a deadline without success. If the value of the securities exceeds the claims to be secured by more than 20%, ASG is obliged to release them.
4. Pledging or transfer by way of security is not permitted. The customer must notify ASG immediately in writing of any seizures or other access by third parties to the goods subject to retention of title.

§ 10 Execution of analysis orders; samples

1. Samples must be packaged and labeled by the customer in a professional, complete, and legally compliant manner, in particular in compliance with the relevant dangerous goods, chemical, and transport regulations.
2. The samples shall be shipped at the customer’s expense.
3. If samples are sent to ASG from third countries and import duties, customs duties, taxes, or other official fees are incurred, ASG is entitled to advance these amounts on behalf of and for the account of the customer and to show them separately on the invoice.
4. The risk of loss or damage to the samples during transport to ASG is governed by the statutory provisions. For businesses, the risk is transferred to the customer when the samples are handed over to the carrier; for consumers, the risk is only transferred when the samples are handed over to ASG.
5. The customer’s obligations to properly package and label the samples remain unaffected, regardless of the shipping method or the customer’s identity.
6. ASG may reject unsafe/hazardous samples.
7. ASG is also entitled to return improperly packaged or labeled samples at the customer’s expense, dispose of them properly, or exclude them from testing.
8. If samples are not completely used up or altered in the course of providing the service, ASG will store them for a period of four weeks after completion of the respective order. After this period has expired, ASG is entitled to dispose of the samples properly and in accordance with the law at the customer’s expense, unless return shipment or longer storage has been expressly agreed. Longer storage or return shipment of samples requires a separate agreement and is subject to separate remuneration.
9. ASG does not assume any duty of care or safekeeping for the storage of samples beyond proper storage; liability for the loss or unintentional alteration of samples during storage is excluded to the extent permitted by law.
10. ASG is not obliged to remind the customer separately before disposal.
11. Test results/expert opinions are for a specific purpose (see § 19 Copyright).
12. For damages resulting from incorrect analyses, tests, or expert opinions, ASG is liable to entrepreneurs in cases of slight negligence only up to three times the net order value of the service concerned, but at least €5,000 and at most
    • €50,000 for order values up to €25,000,
    • €100,000 for order values over €25,000.
    Liability for indirect damages and lost profits is excluded to the extent permitted by law. ASG shall not be liable for the usability of the test results outside the contractually agreed purpose. Use in official proceedings or for other external verification requirements is only permitted if ASG has expressly approved such use in writing in advance. In the event of deviations or disputes regarding test results, the procedures in accordance with DIN EN ISO 4259 shall be applied. The statutory provisions apply to consumers.
13. Complaints regarding repeatability, comparability, and compliance with product specifications shall be assessed in accordance with DIN EN ISO 4259.