Terms and Conditions

Scope of Application

These General Terms and Conditions shall apply to all services and products delivered by SciMatter GmbH. By placing an order with SciMatter GmbH, these Terms and Conditions are deemed to be accepted. Terms and Conditions that deviate or differ from the SciMatter’s Terms and Conditions shall not be accepted unless they are expressly agreed in writing. The Terms and Conditions of SciMatter shall also apply if the services have been delivered despite deviations and contradictions to the terms and conditions of the customer. These Terms and Conditions shall also apply to any follow-up contracts, even if these have not been expressly agreed.

Scope of Services

The provided services shall be executed according to generally accepted technological practices at the time of contract execution. The services may not fully reflect all existing industrial standards that may be applied. SciMatter shall be entitled to select the exact method and execution procedure for the provided service unless otherwise agreed upon in writing. The deliverables are solely based on the factual analysis of the achieved data. SciMatter GmbH reserves the right to carry out the assigned contract in part or full by third parties. In this instance, the customer agrees upon material and information exchange between SciMatter GmbH and the subcontracted third party to an extend that the execution of the service requires.

Deadlines and force majeure

All contractually agreed deadlines are based on SciMatter’s assessment of the work required. They are not binding, if not specifically agreed upon in writing. If SciMatter is unable to provide the services on time or at all as a result of an unforeseen event over which SciMatter has no control, SciMatter shall be released from its obligation to perform for the period affected.

Quotations and payments

Price quotations prepared by SciMatter GmbH are based on estimates of the work required and are non-binding unless expressly agreed in writing. Orders placed by the customer are binding if expressly agreed to in writing by SciMatter GmbH. Payment shall be made in full within 14 days of receipt of invoice. The prices do not include the statutory value added tax, which is to be paid by the customer. In the event of late payment, SciMatter may demand interest at a rate of 5% above the discount rate of the Deutsche Bundesbank as compensation. A fee of 20€ may be charged for each reminder. All shipping costs including packaging and possible customs clearance fees shall be paid by the customer.

Transfer of materials

The delivery of samples or materials between both parties is at the risk of the Customer. The Customer is responsible for the proper packaging and labelling of the samples, as well as for the timely provision of the packaging requirements to SciMatter in the event of a return delivery. Costs for any damage to the material occurring during delivery shall be covered by the Customer. For the duration of the contract, the materials shall be the property of SciMatter. The transfer of ownership takes place at the moment of full payment. Until this moment, the Customer is obliged to handle the Materials with care, to avoid their damage or loss, including by third parties. The Customer may not sell, modify, combine or otherwise use the Materials. In the event of processing or modification of the materials by the customer prior to the transfer of ownership rights, the ownership rights shall remain unchanged. If the processing or modification is carried out with items not owned by SciMatter, SciMatter shall acquire co-ownership of the result of the processing in the ratio of the objective value of SciMatter’s materials to the other processed materials at the time of processing. The same applies to materials processed by a third party. In the event of breach of contract by the Customer, SciMatter reserves the right to reclaim the Materials provided. Materials that are not reclaimed by the Customer within 1 week of the conclusion of the contract will be destroyed. This may be charged to the Customer.

Copyright

SciMatter reserves the copyright to the test results, representations, analyses, etc. delivered as part of the Services. These may only be published in whole or in part with the written consent of SciMatter on agreed terms. The Customer is responsible for protecting himself against any legal action and its consequences in the event of misuse or unauthorised use of SciMatter’s intellectual property. SciMatter reserves the right not to disclose the exact processes, parameters etc. of the services provided.

Obligations of the Customer

SciMatter relies on the information provided by the Customer for the contracted work. The Customer is obliged to provide complete, true, accurate, and representative information about the materials, risks, and safety requirements, import and export regulations, instructions, and feedback in a timely manner. Failure to provide this information shall not affect the Customer’s payment obligations, but may be considered good cause for SciMatter to delay delivery or withdraw from its responsibility. The Customer warrants that the information provided does not infringe any third party rights.

Liability

The Customer is obliged to notify SciMatter of all defects in the Services immediately after they have been provided or immediately after they have been discovered. SciMatter shall be liable for technical defects in its Services with repetition of the work free of charge, provided that a technical possibility exists. The Customer shall allow a reasonable period of time for the Services to be repeated. SciMatter shall be liable for damages and reimbursement of expenses in cases of tort, gross negligence or wilful misconduct in cases of mandatory liability under the Product Liability Act, in cases of breach of contractual obligations that jeopardise the achievement of the purpose of the contract, and in cases of absence of warranted characteristics if the purpose of the warranty is to protect the Customer against damage that has not occurred to the subject matter of the contract itself. Compensation for damages shall be limited to cases which were foreseeable under the circumstances of the conclusion of the contract when the risk was reasonably assessed. SciMatter shall not be liable for losses and indirect damages that are not foreseeable as typical for the contract. Direct damages shall not exceed one net remuneration of the contract, indirect damages shall not exceed five times the net remuneration. The parties agree that higher damages are not typical for these Services. The same shall apply to damages against third parties only if this was agreed in writing before conclusion of the contract. Claims against SciMatter shall become time-barred 1 year after delivery of the result, in the case of indirect consequential damages 2 years.

Non-disclosure

SciMatter and the Customer shall protect confidential information of an economic, commercial, technical, or other nature of the other from access by third parties with at least the same care as their own confidential information. Confidential Information may only be used for the purposes of the execution of the contract and may only be disclosed to the employees responsible for the execution of the contract. If third parties are involved in the execution of the order, the conditions for their access to confidential information shall be agreed in writing. SciMatter shall make available to the Customer all experimental data which do not belong to SciMatter’s know-how. Data which is not obvious or generally accessible shall be treated confidentially. Information, which is evident or generally known, which subsequently becomes evident without the contractual partners being responsible for this, which is made evident by an authorised third party, or which is voluntarily made evident by the respective contractual partner, may no longer be treated as confidential by either party. Both parties shall be entitled to disclose confidential information to the extent required and permitted by applicable laws or regulations and by court or administrative orders. This agreement applies both to the exchange of information within the contract period and to the related exchange of information outside this period. The confidentiality obligation shall apply for 2 years from the date of the exchange of the confidential information.

Contract termination

The contract shall commence no later than the commencement of the Services and shall automatically terminate upon the provision of the Services. The contract may be terminated by either party if the other party continues to fail to perform its obligations for 30 days after written notice. The Contract may be terminated by SciMatter if the Customer fails to pay an invoice by the due date. If the Customer terminates the contract before its final execution, the Customer shall pay the agreed remuneration, less any costs saved by the non-execution. Any termination or cancellation of the contract shall not affect the rights and obligations of the parties that were agreed or intended.

Data protection

SciMatter is obliged to comply with the applicable data protection provisions within its area of responsibility. SciMatter collects and stores personal data of its Customers to the extent necessary for the execution of the order and communication with the Customers. SciMatter’s employees receive timely training on data security protocols. SciMatter complies with the Data Protection Regulation and the Federal Data Protection Act.

Final provisions

Should any provisions of these Terms and Conditions be invalid in whole or in part, the remaining provisions shall remain valid. Amendments to the contract must be made in writing. The failure of a party to fulfil provisions of the contract shall not lead to a reduction of the obligations established by the contract. The contractual relationship shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions. For all claims between SciMatter and merchants or legal entities under public law or special funds under public law, the exclusive place of jurisdiction shall be Potsdam, unless mandatory law provides otherwise. This also applies in cases where the Customer does not have a general place of jurisdiction in the Federal Republic of Germany or moves his place of jurisdiction abroad prior to bringing an action. However, SciMatter shall also be entitled to sue the Customer at his legal place of jurisdiction. The Customer is not entitled to transfer his legal rights and claims in whole or in part to third parties or to pledge them to third parties.

Teltow, 01.09.2023