GENERAL TERMS AND CONDITIONS

I. Scope of Application:

1. 1. These General Terms and Conditions (hereinafter referred to as GTC) shall apply to all order and contractual relationships (contracts) which Sinsoma GmbH as contractor (hereinafter referred to as “Sinsoma”) enters into with one or more principal(s) (hereinafter referred to as “Principal”).
2. 2. The GTC apply in full to every contractual/order relationship between Sinsoma and the Principal. Restrictions to, amendments to or the complete suspension of the GTC require a written agreement in each individual case in order to be effective.
3. 3. Sinsoma reserves the right to amend its GTC. The amendment becomes effective vis-à-vis the Principal if the latter does not object to the amendment within two weeks at the latest from publication of the amendment on the respective homepage of Sinsoma. In doing so, Sinsoma is not obliged to notify the Principal of the amendments, rather it is the responsibility of the Principal to obtain knowledge of the content of the GTC and of any changes.
4. 4. Any general terms and conditions of business of the Principal shall only become effective vis-à-vis Sinsoma if they are expressly recognised in writing by Sinsoma in the individual case.

II. General Contractual Provisions:

1. 1. Every contract must be in writing in order to be valid; an order is therefore only deemed to be accepted by Sinsoma if the acceptance is made in writing. Verbal subsidiary agreements are invalid.
2. 2. Sub-item 1 applies accordingly to a – complete or partial – deviation from these GTC.
3. 3. The written form shall also be deemed to be complied with if declarations are made by e-mail or fax; however, it shall not be complied with if declarations are made by SMS, WhatsApp or other short message via mobile phone.

III. Services/Obligations of Sinsoma; Confidentiality:

1. 1. Sinsoma shall inform the Principal in writing of the results of the investigations and/or measurements carried out; this shall be done in the form of a so-called investigation/measurement report (hereinafter referred to as “Report”).
2. 2. Sinsoma shall maintain confidentiality about: the specific Principal, the specific content of the order, any operational concerns of the Principal which come to its knowledge in the course of the fulfilment of the order, as well as about data which enable the identification of the Principal (duty of confidentiality). The duty of confidentiality shall only apply insofar as it does not conflict with any mandatory statutory provisions or official requirements.
3. 3. If Sinsoma uses subcontractors or vicarious agents for the fulfilment of the order, the responsibility for the proper fulfilment of the order remains with Sinsoma. In this case, the obligation according to sub-item 2. is also to be transferred to the subcontractor/the vicarious agents.
4. 4. However, Sinsoma is entitled to use the examination/measurement results for scientific or other purposes (e.g.: publication). This use has to take place in anonymous form and in a way that does not allow any conclusion to the concrete Principal and the concrete order content. Only Sinsoma is entitled to this right of use, but not any subcontractors and vicarious agents.
5. 5. Sinsoma is free to destroy, store or return the test material or, respectively, samples obtained therefrom to the Principal after the examinations/measurements have been carried out or, respectively, after fulfilment of the contract. However, Sinsoma shall not be obliged to store or return the samples (cf. item V./8.).

IV. Liability/Warranty of Sinsoma:

1. 1. The test material is usually reduced and/or damaged or destroyed in the course of the performance of the examinations/measurements. Therefore, Sinsoma shall not be liable for any damage caused to the test material in the course of the execution of the commissioned examinations/measurements, also not for its reduction or complete destruction.
2. 2. Sinsoma warrants that the examinations and measurements are carried out lege artis, i.e. in accordance with the current state of science and technology.
3. 3. However, Sinsoma does not guarantee any particular success in detection. Sinsoma therefore does not provide any warranty or other liability, for whatever legal reason, that the examinations/measurements carried out will lead to a specific result or, respectively, verification success expected, at best, by the Principal. In particular, Sinsoma shall not assume any warranty or liability, for whatever legal reason, for any disadvantageous consequences incurred by the Principal due to the fact that a result desired by him cannot be verified.
4. 4. The analysability of the test material is not guaranteed by Sinsoma. Should the test material therefore prove to be unanalysable, Sinsoma shall not be liable for this, for whatever legal reason; furthermore, item IV./3. shall apply analogously in this case. However, Sinsoma’s claim for payment does not expire in this case (cf. item VII./5.).
5. 5. Furthermore – insofar as liability of Sinsoma is not completely excluded – Sinsoma shall not be liable to the Principal in any case for slightly negligent conduct; this restriction shall also apply to slightly negligent conduct of any vicarious agents used by Sinsoma.

V. Responsibilities of the Principal:

1. 1. The Principal is obliged to provide Sinsoma with the test material as well as all information required for the execution of the commissioned examinations/measurements, this, insofar as no separate agreement has been made in this respect, in the form and quantity corresponding to the respective order as well as within a reasonable period of time. In case of doubt, the form, quantity and deadlines shall be specified by Sinsoma and its specifications shall be binding for the Principal.
2. 2. If the fulfilment of the contract requires Sinsoma to work outside its business premises (for taking samples; for carrying out examinations/measurements), the Principal shall ensure that access to the location concerned or, respectively, to the goods to be examined/measured is permitted and possible in such a way as to allow the unhindered performance of the examinations/measurements ordered.
3. 3. Furthermore, the Principal shall inform Sinsoma of all peculiarities of the test material as well as – in cases pursuant to sub-item 2 – of the location at which Sinsoma is to be active, which are likely to endanger Sinsoma or third parties or which may be significant for the result of the examination/measurement.
4. 4. Any official permits or consents of third parties which are required for the performance of the contract by Sinsoma shall be obtained by the Principal at its own expense and proven to Sinsoma upon request.
5. 5. For the sampling or, respectively, submission of the test material, the Principal shall use the sampling procedures and protocols provided by Sinsoma and made available to the Principal by Sinsoma. If Sinsoma provides the Principal with sampling materials and transport containers, these must be used by the Principal. If the Principal does not use the procedures/protocols and materials provided by Sinsoma, Sinsoma shall be free to refuse to carry out the commissioned examinations/measurements and to charge the Principal for the costs incurred as a result; in this case, the Principal shall not be entitled to any claim whatsoever against Sinsoma for refusing to carry out the examinations/measurements.
6. 6. If it is necessary to replace a report already issued (e.g. due to corrections, subsequent changes, etc.), the Principal may no longer publish the replaced report and may also no longer refer to it.
7. 7. The Principal is obliged to take over and transport the test material within a reasonable period of time (at least two weeks) after the performance of the examinations/measurements at the request of Sinsoma, if Sinsoma decides in the sense of item III./5. to return any remaining test material or, respectively, the samples obtained therefrom; in the event of default, Sinsoma shall be entitled at its discretion to destroy the test material or to store it or have it stored at the Principal’s expense. In the event of self-custody by Sinsoma, the Principal shall pay a customary custody fee.

VI. Liability of the Principal:

1. 1. The Principal shall be liable to Sinsoma for all damages incurred by Sinsoma as a result of the Principal’s breach of one of the obligations set out under items V.; this shall also apply to damages incurred by Sinsoma as a result of the delayed handover of the test material.
2. 2. Furthermore, the Principal shall indemnify and hold Sinsoma harmless in the event that claims are asserted against Sinsoma by third parties in connection with a breach of obligations by the Principal.

VII. Prices, Payment Modalities

1. 1. All prices are quoted in EURO and exclusive of the respective statutory value added tax, which shall also be paid by the Principal.
2. 2. Prices shall be deemed to have been agreed on a value-assured basis. The value adjustment shall be made on the basis of the so-called consumer price index (CPI), which is determined and published by Statistics Austria; the calculation basis shall always be the index figure last published at the time of conclusion of the contract. Sinsoma reserves the right to make further price changes in the event that the development of the operating costs relevant to Sinsoma makes this necessary.
3. 3. If, in the course of the performance of a contract, a service is required which is not included in the scope of the order, Sinsoma will notify the Principal in writing prior to its performance and reach agreement with the Principal in this respect.
4. 4. Sinsoma is entitled to provide and invoice partial services as far as this is possible.
5. 5. Sinsoma’s claim for payment shall remain valid even if the test material proves to be unanalysable (cf. item IV./4.).
6. 6. Payments have to be made without deductions within 14 days from the date of invoice
7. 7. In the event of default, interest on arrears of 10% p.a. shall be agreed. Furthermore, reasonable reminder/processing fees shall be deemed to have been agreed for the compensation of reminder expenses.

VIII. Right of Withdrawal:

1. 1. Sinsoma is entitled to withdraw from the contract if
2. a. insolvency proceedings are opened against the assets of the Principal or the opening of such proceedings is rejected due to lack of sufficient assets;
3. b. the timely fulfilment of the contract is impossible due to breaches of obligations or other circumstances which fall within the sphere of the Principal;
4. c. the Principal does not fulfil his responsibilities, in particular in accordance with item V of this contract, despite being requested to do so and a reasonable period of grace being set;
5. advance payment by the Principal has been agreed and the Principal does not fulfil his advance payment obligation in due time.
6. 2. If Sinsoma declares its withdrawal from the contract pursuant to sub-item 1, it shall be entitled to compensation for the services rendered by it up to the point of withdrawal as well as to reimbursement of the costs incurred by it up to that point; any claim for damages in addition to this shall remain unaffected by this.

XI. Applicable Law; Place of Performance; Place of Jurisdiction:

1. 1. Austrian law shall apply to the contracts concluded between Sinsoma and its AG as well as to these GTC; this choice of law shall apply with regard to all aspects of the contractual relationships (conclusion; fulfilment; termination; etc.).
2. 2. The place of performance shall be Innsbruck.
3. 3. The exclusive jurisdiction of the materially competent court in Innsbruck shall be agreed for any legal disputes arising in connection with contracts between Sinsoma and its Principal.

X. Severability Clause:

Should one or more provisions of the contract concluded with the Principal or of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the contract. The provision that has become wholly or partially invalid shall be replaced by a provision that comes as close as possible to the purpose of the invalid provision, unless Sinsoma and the Principal agree otherwise in this respect.