General Terms and Conditions of Business of TÜV Rheinland Cert GmbH

6.3 The contracting parties expect that acceptance of the services provided by the
1. Scope of application Contractor will not generally be possible if these are works, meaning that the
1.1 The following terms and conditions apply for the services agreed including completion of the work will instead take the place of acceptance.
information, deliveries and the like, as well as for ancillary services rendered in 6.4 If, in an individual case, acceptance is required, this is deemed to have
executing orders and other ancillary obligations. occurred two weeks after completion and handover of the work, unless the
1.2 Any general terms and conditions of the Client, including any conditions of Client expressly refuses acceptance within that time. The Contractor will
purchase, are not applicable and are hereby excluded. The Client's contractual expressly point this out at the beginning of the time limit.
conditions do not form part of the contract even if TÜV Rheinland Cert GmbH
– hereinafter referred to as the "Contractor" – does not expressly contradict 7. Payment / costs / offsetting
them. 7.1 All invoice amounts are due immediately without deduction upon receipt of the
1.3 Insofar as "accreditation bodies" are referred to in these General Terms and invoice. Discounts will not be granted.
Conditions, this term also includes authorising and recognising organisations,
whilst the terms "accreditation specifications", "accreditation requirements" 7.2 The payments are to be made, stating the invoice number and client number,
and "accreditation procedures" correspondingly apply to the specifications and to the bank account of the Contractor indicated on the invoice.
procedures of the authorizing or recognizing organizations.
7.3 In case of default, the Contractor is entitled to claim an interest rate of 8 %
2. Test material: Transportation risk and storage above the base rate of the Deutsche Bundesbank. At the same time, the
assertion of further damages is reserved.
2.1 The risk and the cost of freight and transport of documents or test material to
and from the Contractor and the cost of necessary waste management 7.4 If the Client is delayed in settling the invoice, despite a reasonable extension,
measures shall be borne by the Client. the Contractor may withdraw from the contract, withdraw the certificate, claim
damages for non-performance and refuse the further performance of the
2.2 Test material which has been destroyed or has otherwise become worthless is order.
to be disposed of by the Contractor (who will charge for this) unless otherwise
agreed. 7.5 The provisions of Section 7.4 also apply to unpaid checks, the suspension of
payments, the opening of insolvency proceedings against the Client or the
2.3 Test material which has not been destroyed is to be kept by the Contractor for rejection of the opening of insolvency proceedings due to a lack of assets.
four weeks after the completion of the test. If a longer retention period is
required, the Contractor will charge a reasonable storage fee. During storage, 7.6 Objections to Contractor invoices are to be made in writing within 2 weeks of
the Contractor will be liable only to the level of care that it takes in its own receipt of the invoice.
affairs.
7.7 The Contractor is entitled to require a reasonable advance payment.
3. Offers, creation and duration of contracts
7.8 If the Client cancels or postpones an audit date within two weeks of the agreed
3.1 All Contractor offers are subject to change unless otherwise agreed. date which he has confirmed, the Contractor is entitled, even if no service has
been rendered, to immediately charge 15 % of the remaining contract value as
3.2 The contract comes into existence by way of a written instruction to the compensation.
Contractor by the Client on the basis of the Contractor's offer, and runs for the
agreed duration as per the Contractor's offer. The contract duration will be 7.9 The provisions of Section 7.8 apply accordingly if the timeframe for auditing /
extended by the period provided for in the offer, if it is not terminated by one of performance by the Contractor, as provided for within the scope of a
the parties in writing six months before expiry. certification procedure, could not be realized by the Client, resulting in the
certificate being withdrawn (for example, in conducting a monitoring audit).
4. Scope of services
7.10 Furthermore the Contractor is entitled invoice for 10 % of the order value as
4.1 The Contractor examines and certifies systems and products of manufacturers compensation if a commissioned performance is not called upon within a year
and service providers on the basis of a national or international regulations of it being commissioned.
with accreditation, authorization or recognition ("accredited certification
procedure"), according to national or international standards without 7.11 The Contractor is entitled, in the event of increased overheads and/or delivery
accreditation ("standard certification") and provides his own additional, costs, to raise prices at the beginning of the month. This is done by written
independent certification services ("in-house certificates"). notice, sent 1 month (amendment period) before the intended entry into force.
If the price increase per contractual year does not exceed 5 %, the Client will
4.2 The agreed services will be performed in accordance with generally accepted have no special right of termination as a result of this. In the event of a price
codes of practice and in compliance with applicable regulations at the time of increase of more than 5 % per contractual year, the Client is entitled to
conclusion of the contract. Furthermore, the Contractor is entitled to determine terminate the contract at the end of the amendment period. Otherwise, the
the method and the nature of the examination itself at his own discretion, new prices will be deemed to have been agreed as of the end of the
unless otherwise agreed in writing or if mandatory provisions require a specific amendment period.
approach.
7.12 Contractor claims can only be offset with undisputed or legally established
4.3 The Contractor will perform accredited certification procedures according to claims.
the contractually agreed standard or the regulations referred to therein,
including the respective generally applicable accreditation standards specific 8. Confidentiality
to the certification standards, the certification standards, and all guidelines, as 8.1 "Confidential Information" for the purposes of this agreement means all
well as the accreditation requirements of the relevant accreditation body. If the information, documents, photos, drawings, know-how, data, samples, and
audit reveals that more audit time is required due to the accreditation project document handed over, transmitted or disclosed in any other way
requirements, the Client must bear the additional costs incurred, insofar as the during the term of this agreement by one party (the "disclosing party") to the
Contractor is not responsible for these costs through its own fault. Standard other party (the "receiving party"). This includes copies of this information in
certifications are carried out according to the relevant national or international paper or electronic form.
standards. Certification projects for issuing in-house certificates are carried out
according to the specific rules established by the Contractor. 8.2 All Confidential Information transmitted in written form must be provided with a
reference to its confidentiality by the disclosing party prior to disclosure to the
5. Time limits / due dates for services receiving party; this also applies to Confidential Information sent via e-mail. An
5.1 The contractually agreed time limits and due dates for services are based on appropriate prior warning is to be given before the oral transmission of
estimates of the scope of work which in turn are based on the information Confidential Information.
provided by the Client. They are only binding if they are confirmed in writing as 8.3 All Confidential Information communicated pursuant to this agreement by the
such by the Contractor. disclosing party to the receiving party or distributed in any way,
5.2 Insofar as time limits have been agreed as binding, they will begin when the a) may be used by the receiving party only for the fulfilment of the purpose
Client has submitted all necessary documents to the Contractor. This similarly defined above, provided there is no deviating express written agreement
applies to agreed due dates, which are extended by the length of any delay for with the disclosing party,
which the Contractor is not responsible, without the explicit consent of the
Client. b) may not be reproduced, distributed, published or transmitted in any other
form by the receiving party, with the exception of Confidential Information
6. Invoicing and acceptance
which must be necessarily passed on to regulatory authorities and/or
6.1 If, in issuing an order, the scope of services is not specified in writing, accreditation bodies of the Contractor in the course of the accreditation
invoicing will be on a time and material basis. If no remuneration is agreed in process,
writing, invoicing will occur according to the Contractor's price list valid at the
time of performance. c) must be kept confidential by the receiving party in the same manner as it
would treat its own confidential information, but no less carefully than in
6.2 Invoicing for the services will be based on the stage of completion, unless accordance with objectively necessary care.
otherwise agreed. 80 % of the agreed amount will be invoiced after
performance on site (i.e. after the audit), and the remaining 20 %, as well as 8.4 The receiving party will distribute the Confidential Information from the
travel and associated costs, after the entire process is completed. disclosing party only to those employees who need it to perform services
within the scope of the purpose of this agreement. The receiving party will

TÜV Rheinland Cert GmbH

Head office: Tel: +49 (0) 221/806-0

Am Grauen Stein Fax: +49 (0) 221/806-2765
51105 Cologne email: [email protected]
Germany
Rev. 20150413
 oblige these employees to the same degree of confidentiality as set forth in a) the Client does not notify the Contractor immediately of changes relevant to
this confidentiality agreement. the certification conditions within the company or of indications of such
changes,
8.5 Information whereby the receiving party can demonstrate the following are not
deemed to be Confidential Information within the sense of this agreement: b) the Client uses the certificate or the certification mark used improperly or in
breach of contract,
a) the information was already well known at the time of publication, or the
public were aware of it without a breach of this agreement having occurred, c) insolvency proceedings regarding the Client's assets are opened or a
or directed request to open insolvency proceedings against it is rejected due to
a lack of assets,
b) the receiving party received the information from a third party who was
legitimately allowed to give this to them, or d) in the event of a default in payment in accordance with Section 7.4.
c) the information was in the possession of the receiving party prior to 11.4 In the event of termination without notice by the Contractor for good cause, the
transmission by the disclosing party, or Contractor is entitled to a claim for lump sum consideration against the Client.
The latter will owe damages equal to 15 % of the remuneration payable until
d) the receiving party developed the information independently irrespective of the end of the fixed agreed contract term. The Client reserves the right to
its transmission by the disclosing party. demonstrate significantly lower damages; the Contractor reserves the right to
demonstrate unusually high damages for an individual case.
8.6 Confidential Information will remain the property of the respective disclosing
party. The receiving party hereby gives its consent – at any time, though at the 11.5 The Contractor is also entitled to terminate the contract without notice if, as
request by the disclosing party at the latest, and without the prior request of part of a certification process, time windows for auditing / performance by the
the latter for termination or expiration of this agreement – to immediately (i) Contractor could not be realized by the Client, thus resulting in the certificate
return all Confidential Information, including all copies, to the disclosing party, being withdrawn (for example in the performance of surveillance audits).
or at the request of the latter (ii) destroy the Confidential Information, including
all copies, and confirm the destruction to the disclosing party in writing. 11.6 If the Contractor terminates the contract in accordance with Section 11.5, the
Exceptions to this provision are the Client reports and certificates created Contractor may assert a lump sum compensation claim against the Client
exclusively in order to fulfil the contractual obligations under this agreement. equal to 15 % of the remuneration payable until the end of the fixed agreed
These reports and certificates will remain with the Client. With regard to these contract term. The Client reserves the right to demonstrate significantly lower
and to the confidential information forming the basis for the preparation of damages; the Contractor reserves the right to demonstrate unusually high
these reports and certificates, the Contractor is however entitled to take copies damages for an individual case.
for their files as proof of the correctness of their results, and for general
documentation purposes. 12. Complaints

8.7 The receiving party will maintain the confidentiality of the Confidential 12.1 Complaints must be presented in writing to the Contractor.
Information as from commencement of the contract for a period of five years
12.2 Should the complaint be justified, the Contractor shall the initiate appropriate
after termination of the agreement; for the same period, it will not distribute it
measures.
to any third party, nor use the Confidential Information itself.
12.3 Should the complaint prove to be unsustainable in the view of the Contractor,
9. Copyright
the complainant will be informed of this and asked to comment within a period
9.1 All copyrights and joint copyrights regarding the reports, test results, of 30 calendar days. If no amicable solution can be reached with the
calculations, illustrations, etc. created by the Contractor are retained by the complainant, the parties may mutually agree on the performance of arbitration
Contractor. proceedings, failing which legal action will be taken.

9.2 The Client may use expert reports, results of examinations, calculations, 13. Jurisdiction, severability, written form, applicable law
illustrations, etc. made within the scope of the order only for their agreed
13.1 Ancillary agreements to this contract have not been met.
purpose.
13.2 Changes and additions must be made in writing to be legally effective.
10. Liability of the Contractor
13.3 In the event of the ineffectiveness of one or more provisions of this contract,
10.1. The Contractor's liability for damages and compensation for damage or
the contracting parties will agree a replacement provision which comes as
expense caused by institutions and/or employees of the Contractor is –
close as possible to the ineffective one from a legal and economic standpoint.
regardless of legal grounds, in particular in the event of a breach of contractual
obligations or of tort – limited to three times the agreed remuneration for the 13.4 Place of jurisdiction for all disputes in connection with this contract is Cologne.
Contractor for the basic term of the certificate, though this will in no case This contract is subject to German substantive law.
exceed 250,000 Euros.
10.2. This limitation of liability in accordance with Section 10.1 does not apply where
a claim is based on intentional or gross negligence or bad faith of the
Contractor or their vicarious agents, nor for damages caused by a breach of
obligations where the Contractor has guaranteed the fulfilment of such
obligations, nor for any damage arising from injury to life, body or health, or for
damages for which there is liability under the German Product Liability Act.
10.3 In the event of a breach of a cardinal obligation, the Contractor will be liable for
slight negligence. Cardinal obligations in this sense are essential contractual
obligations, where the fulfilment of these enables the contract to be executed
and where the Client must rely on compliance with such obligations. Any claim
for damages is limited in the event of a breach of a cardinal obligation to the
amount of damage which could be seen as typical and foreseeable at the time
of the breach (typically foreseeable damage), unless any of the cases stated in
Section 10.2 above exist.
10.4 The Contractor will not be liable for manpower provided by the Client by way
of support for the services to be rendered under this contract by the
Contractor, unless the allocated manpower are to be regarded as agents of
the Contractor. If the Contractor is not liable under the preceding sentence for
allocated manpower, then the Client must indemnify the Contractor from any
third-party claims.
10.5 The limitation period for claims for damages is governed by the statutory
provisions.
10.6 A change in the burden of proof to the disadvantage of the Client is not
attendant on the above regulations.
10.7 The Client will indemnify the Contractor from compensation claims brought
against the Contractor by third parties due to the use by the Client of
examination, validation, verification and certification results. This indemnity
obligation will not apply if the third-party claim is based on an intentional or
grossly negligent breach of contract by the Contractor or by a culpable breach
of cardinal obligations pursuant to Section 10.3 by the Contractor.
11. Termination / Contractor's right of termination
11.1 The Contractor and the Client have the right to properly terminate the contract
with a period of 6 months to the end of the contractual term.
11.2 The Contractor and the Client have the right to terminate the contract
ordinarily by giving a period of 6 months' notice to the end of the contractually
agreed term.
11.3 Good cause in this sense exists for the Contractor in particular, if

TÜV Rheinland Cert GmbH

Head office: Tel: +49 (0) 221/806-0

Am Grauen Stein Fax: +49 (0) 221/806-2765
51105 Cologne email: [email protected]
Germany
Rev. 20150413