General Terms and Conditions

1. Scope

1.1 These general terms and conditions apply to all legal transactions between companies regarding the delivery of goods and the provision of services, in particular testing, laboratory and evaluation services provided by Green Testing Lab GmbH (“Supplier”) to the customer (the Customer).

1.2 Unless Supplier expressly agrees in writing, Supplier shall not be bound by any terms or conditions, whether written, oral or otherwise that are different, or vary from or are in addition to the General Terms and Conditions and any such terms or conditions shall be null and void and of no effect whatsoever.

2. Offer

2.1 Offers of the Supplier shall be considered non-binding.

2.2 Any documentation regarding offers and projects must neither be reproduced nor made available to third parties without the Suppliers consent. The return of such documents may be requested at any time and they shall be returned to the Supplier immediately once the order has been placed elsewhere.

3. Pricing

3.1 The prices quoted do not include, unless stated otherwise:

• Storage of Samples (DUTs) more than 2 (two) weeks
• Change of defect components
• Disposal of the Sample (DUTs)
• Tear down of the Sample (DUTs)
• Test report (delivery or raw-data)
• Shipment of the Sample (DUTs)
• License and/or engineering fees levied by component or system supplier(s).
• Materials and components supplied by component or system supplier(s).
• Unforeseen and unplanned charges due to delays or additional work caused by Customer and/or component or system supplier(s)
• Effect(s) of revisions of the Project requested by Customer and agreed to by Supplier.
• Travel, accommodation and subsistence costs for Customer’s personnel participating in Project meetings and witnessing of results in Graz, and
• Travel, accommodation and subsistence costs for any Supplier

3.2 All prices are quoted in Euro (EUR).

4. Contract conclusion

4.1 The contract is deemed concluded once the Supplier has sent a written order confirmation or consigned a delivery after receipt of the purchase order.

4.2 No warranty claims may be derived nor liabilities established from information provided in catalogues, brochures, advertising material, and written or oral statements not included in the contract.

4.3 Any subsequent amendments and supplements to these terms shall be confirmed in writing to be valid.

5. Delivery, Dates and Delays

5.1 Dates and schedules stated by the Supplier are indicative unless expressly agreed as binding in writing.

5.2 The commencement of performance requires that all technical, commercial and organizational prerequisites necessary for contract execution have been fulfilled by the Customer in due time.

5.3 The Supplier shall be entitled to reasonable extensions of agreed deadlines in case of unforeseeable events or circumstances beyond the Supplier’s reasonable control (“force majeure”), including in particular armed conflicts, official measures, supply chain disruptions, system failures, energy shortages, industrial disputes or comparable events, also if such events affect subcontractors.

5.4 Delivery from Customers

Preparation of the pack must be done by the Customer. Including charging of the battery, mounting of sensors like temperature sensors, pressure sensors and voltage sensors in and on the battery. For the sensors a length of 5 m outside of the battery is needed. If not offered differently. The customer provides the DUT and sufficient necessary DUT equipment for the duration of the tests. This can include, for example, (i) LV, HV & CAN cables and equipment, (ii) all necessary HW + SW + commissioning documentation incl. MSDS and UN38.3 certification

5.5 Samples (DUTs) must be delivered to Supplier at least 3 (three) working days prior to the scheduled test date. If this deadline is not met, any resulting cancellation or rescheduling costs will be charged in accordance with the terms of the offer.

 

Delivery address & Delivery times

Delivery address:	Green Testing Lab GmbH Gewerbepark Greinbach Ost 342 A-8230 Greinbach
Delivery times:	Monday to Thursday 08:00 – 16:00 Friday 08:00 – 11:00

 

5.6 Partial services or partial deliveries shall be permissible, provided they are reasonable for the Customer.

5.7 Acceptance shall be deemed effected upon use of the services or delivery results in the Customer’s operational environment, unless acceptance has been expressly agreed otherwise.

 

6. Compensation Policy

If the agreed service booking cannot be met due to cancellation or postponement on the part of the customer (for whatever reason) the following compensation payments apply:

Service-cancellation or postponement
≥30 days*	29-15 days*	14-8 days*	7-3 days*	≤2 days*
0%	20%	30%	50%	70%

* Calendar days; The basis for billing is the agreed service price.

7. Transfer of risk and place of performance

7.1 The place of performance for services shall be the location specified in the written order confirmation or, subsidiarily, the location where the service is actually rendered by the supplier.

7.2 The risk associated with services shall pass to the customer upon proper performance of the respective service.

7.3 With regard to any delivery of goods, unless otherwise agreed in writing, delivery shall be deemed EXW according to INCOTERMS® 2020.

8. Requirements accreditation standards

Conformity statements are made based on the pass/fail criteria described in the accreditation standards.

2. a) The uncertainty stated is the expanded measurement uncertainty obtained by multiplying the standard measurement uncertainty by the coverage factor k = 2. It has been determined in accordance with the “Guide to the Expression of Uncertainty in Measurement (GUM)”. The value of the measurand then normally lies, with a probability of 95 %, within the attributed coverage interval.
3. b) Qualitative characteristics (e.g., fire, rupture, etc.) are assessed by Supplier on the basis of the requirements in the accreditation standards and evaluated for conformity

9. Payment

Unless agreed otherwise (specified in offer or frame contract), 1/3 of the price shall be due upon receipt of the order confirmation, 1/3 after expiry of half the delivery period, and the rest upon delivery. Notwithstanding the above, the VAT included in the invoice shall be paid no later than 30 (thirty) days following invoicing in each case. Interest will be charged on overdue accounts at the rate of 4 (four) %. Customer shall not be entitled to withhold or reduce any payments due because of alleged claims against Supplier.

9.2 In case of partial invoices, the partial payments shall be due upon receipt of the relevant invoice. This shall also apply to settlement amounts arising due to subsequent deliveries or other agreements beyond the original final amount, notwithstanding the terms of payment agreed for the main delivery.

9.3 Payments shall be made in the currency agreed to the Supplier’s paying office without any deductions or charges. Unless otherwise specified, all payments shall be made in Euro (EUR). Any cheques or bills of exchange shall only be accepted as an undertaking to pay. All associated interest and expenses (such as debiting and discount charges) shall be borne by the Customer.

9.4 The Customer shall not be entitled to retain or offset payments on account of warranty claims or other counterclaims.

9.5 A payment shall be deemed made on the date the Supplier is able to dispose of the amount paid.

9.6 If the Customer is in default of any agreed payment or other performance from this or any other legal transactions, the Supplier may, without prejudice to any other rights the Supplier may have,

1. a)postpone fulfilment of its own obligations until said payment or other performance has been effected, and claim an appropriate extension of the delivery period,
   b)demand payment of all outstanding receivables from this or other legal transactions and charge statutory default interest plus VAT for these amounts, with effect from the respective due date, unless the Supplier is able to provide proof of any additional costs,
   c) in the event of qualified insolvency, i.e. after two instances of default, perform other legal transactions only against cash in advance.
   At any rate, the Supplier shall be entitled to invoice pre-trial expenses, in particular dunning expenses and lawyers’ fees, according to applicable statutory provisions.

9.7 The Supplier shall retain title to all goods delivered until full payment of the amounts invoiced plus interest and costs.

To secure the Supplier’s purchase price claim, the Customer hereby assigns to the Supplier its claims from reselling goods subject to retention of title, even after they have been further processed, transformed or mixed. The Customer shall be authorised to dispose of the goods subject to retention of title in case of reselling with payment of the purchase price being deferred, on the condition that the Customer informs the secondary Customer about the assignment for security, concurrently with the resale, or notes down the assignment in its books. Upon request, the Customer shall inform the Supplier about the claim assigned and the relevant debtor and provide all information and documents required for collection of the claim and to notify the third-party debtor about the assignment. In case of seizure or other claims being made, the Customer shall be obliged to refer to the Supplier’s title and to notify the latter immediately.

9.8 The Supplier shall be entitled to submit the invoice electronically.

9.9 Additional expenses

1. a) Any additional expenses or damage resulting from defects or malfunctions of the test item, for which Supplier is not responsible, will be charged by the Customer. This includes costs for test equipment after events such as cell outgassing, leakage, fire, or other abnormal behaviors of the test item.
2. b) The offer was prepared on the basis of the documents provided by the Customer at the time of quotation and the services requested. If additional services not listed in this offer are requested or requirements not taken into account in the calculation are made, these are reserved for a supplementary offer (Changemanagement).
3. c) The offer was calculated on the basis of free provision and collection of the test parts by the Customer.
4. d) Unless otherwise agreed, for each test attempt:

• Two cameras will be used for video documentation. Upon request the number of cameras per test chamber can be increased. Any additional costs must be approved in advance by the Customer.
• The DUTs are equipped with the desired amount of temperature sensors by the customer. If additional temperature sensors are required by the Customer, these can be increased by Supplier. Any additional costs must be approved in advance by the Customer.
• The DUTs are equipped with the desired amount of voltage sensors by the Customer. If additional voltage sensors are required by the Customer, these can be increased by Supplier. Any additional costs must be approved in advance by the Customer.

10. Warranty

10.1 The Supplier warrants that services shall be performed with due professional care, in accordance with the generally recognized state of the art and the contractually agreed specifications at the time of performance.

10.2 Testing results, reports, evaluations and measurement data do not constitute guarantees of certain properties, success, usability or regulatory approval, unless expressly agreed in writing.

10.3 The Supplier does not warrant outcomes resulting from assumptions, information, samples, specifications or materials provided by the Customer.

10.4 Any defects in services must be reported by the Customer in writing without undue delay after discovery. Warranty claims shall lapse if such notice is not given in due time.

10.5 In case of justified and timely reported defects, the Supplier shall, at its discretion, remedy the defect by re‑performance of the service or provide an appropriate price reduction. Further claims are excluded, subject to Section 13.

10.6 Warranty claims shall expire within the statutory limitation period, commencing upon completion of the respective service.

11. Rescission of the contract

11.1 Unless any more specific provision was agreed, the customer shall be entitled to rescind the contract for default in delivery resulting from gross negligence on the part of the Supplier and the unsuccessful expiry of a reasonable period of grace granted. Rescission shall be declared by means of a registered letter.

11.2 Notwithstanding its other rights, the Supplier shall be entitled to rescind the contract

1. a)if the execution of the delivery and/or commencement or continuation of the performance becomes impossible for reasons within the sphere of responsibility of the Customer or is delayed despite an appropriate period of grace being granted,
2. b)if concerns with regard to the solvency of the Customer have been raised and the latter does neither make an advance payment upon request by the Supplier nor provide suitable security before delivery,
3. c)if the delivery period is extended due to the circumstances mentioned in item 5.7 for more than half of the delivery period originally agreed, but for at least 6 (six) months, or
   d)if the Customer does not or not duly meet the obligations imposed upon it under item 13.

11.3 Rescission may also be declared with regard to an outstanding part of the delivery or performance for the reasons listed above.

11.4 If insolvency proceedings are opened with respect to the Customer’s assets or a request for initiation of insolvency proceedings is rejected for lack of sufficient assets, the Supplier shall be entitled to rescind the contract without granting a period of grace. If such rescission is declared, it shall become effective immediately once the decision is made not to continue the company. If the company is continued, the rescission shall become effective only 6 (six) months after opening of insolvency proceedings or after rejection of the request for initiation for lack of assets. In any case, the contract shall be terminated with immediate effect, provided that the insolvency law governing the Customer does not provide for otherwise or if termination of the contract is essential to avoid serious financial disadvantages for the Supplier.

11.5 Notwithstanding the Supplier’s compensation claims including pre-trial costs, in the event of rescission, every performance or partial performance already effected shall be settled and paid as contractually agreed. This shall also apply to any delivery or performance not yet accepted by the Customer as well as for any preparatory measures effected by the Supplier. The Supplier shall also be entitled to request the return of products already delivered instead.

11.6 Any other consequences of rescission shall be excluded.

11.7 Any claims asserted by the Customer for laesio enormis, error and frustration of contract shall be excluded.

12. Disposal 

The Customer domiciled in Austria shall ensure that the Supplier is provided with all relevant information enabling it to meet its obligations as a manufacturer/importer according to applicable statutory provisions.

13. Supplier’s liability

13.1 The Supplier shall be liable for damage outside the sphere of the Produkthaftungsgesetz [Austrian product liability act] – in line with statutory regulations – only if its intent or gross negligence is proven. Total liability of the Supplier in cases of gross negligence shall be limited to the lower of the net contract value or EUR 500,000. The Supplier’s liability shall be limited to the lower of 25 % of the net contract value or EUR 125,000 per event of loss.

13.2 Unless otherwise agreed, any liability for slight negligence, with the exception of personal injury, and compensation for consequential damage, pure financial loss, indirect loss, production downtime, cost of financing, cost of substitute power, loss of power, data or information, lost profit, savings not achieved, interest losses and losses from third-party claims asserted against the customer shall be excluded. This shall also apply to the loss of data or information, unless such loss was caused by intent or gross negligence and despite the Supplier having implemented reasonable information security measures.

13.3 Unless otherwise agreed, all forms of compensation shall be excluded in case of non-compliance with any requirements for assembly, commissioning and use (such as those included in operating instructions) or official authorisation requirements.

13.4 If contractual penalties have been agreed, any claims of the Customer beyond that arising from the relevant title shall be excluded.

13.5 The provisions of item 13 shall finally settle all claims of the Customer vis-à-vis the Supplier, on any legal ground and title whatsoever, and shall also apply to all staff members, subcontractors and sub-suppliers of the Supplier.

13.6 Supplier pointing out that we accept no liability for damage and faults to cells, modules or packs resulting from manipulation, testing or from the software.

14. Industrial property rights and copyright

14.1 If a product is manufactured by the Supplier based on design descriptions, drawings, models or other specifications provided by the Customer, the Customer shall fully indemnify the Supplier in the event of any violation of property rights.

14.2 Final planning documents such as plans, drawings and other technical documentation shall remain the intellectual property of the Supplier at all times, as shall samples, catalogues, brochures, images and the like, and shall be subject to the relevant statutory provisions with regard to reproduction, imitation, competition etc. Item 2.2 shall also apply to final planning documents.

15. Assertion of claims

All claims of the Customer shall be asserted in court within 3 (three) years after performance of the services, otherwise they shall be forfeited, unless other deadlines are provided for by mandatory statutory provisions.

16. Compliance with export regulations

16.1 When passing on the goods supplied by the Supplier to third parties, together with the pertinent documents, regardless of the manner in which the latter are provided or the services performed by the Supplier, including technical support of any kind, the Customer shall comply with the applicable provisions of the national and international (re-)export regulations. In any case, the Customer shall comply with the (re-)export regulations of the Supplier’s country of domicile, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America when passing on the goods and/or services to third parties.

16.2 If required for export control checks, the Customer shall immediately provide to the Supplier upon request all necessary information, among others about the final recipient, final destination and purpose of use of the goods and/or services.

17. General information

17.1 If individual provisions of the contract or of these terms & conditions should be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with a valid provision that approximates the intended objective as closely as possible.

17.2 The German-language version shall be deemed the authentic version of the terms & conditions and shall be used to interpret the contract.

18. Place of jurisdiction and applicable law

The exclusive place of jurisdiction for all disputes arising from the contract – including those concerning its existence or non-existence – shall be the competent court at the registered office of the Supplier. The contract shall be governed by Austrian law to the exclusion of the conflict of laws rules. The application of the UNCITRAL UN Convention on Contracts for the International Sale of Goods is excluded.

19. Reservation clause

Performance of the contract on the part of the Supplier shall be subject to the reservation that no obstacles exist under national or international (re-)export regulations, in particular no embargoes and/or other sanctions.

20. Confidentiality and information security

20.1 The Supplier applies appropriate technical and organizational measures to protect all information processed in the course of contract execution, irrespective of its form or medium, including in particular test data, measurement data, reports, development information, customer and supplier information.

These measures apply to all testing facilities, laboratories, IT systems, networks and applications used by the Supplier in connection with the contractual services.

20.2 All information disclosed by the Customer in connection with the contractual relationship shall be treated as confidential, unless it is demonstrably public or has been lawfully disclosed without breach of confidentiality obligations.

The Supplier shall ensure that access to confidential information is limited to authorized persons who require such access for the performance of the contract.

20.3 The Supplier ensures that test results, measurement data and reports are generated, stored and processed in a manner that preserves their integrity, completeness and traceability. Changes to data and documents are only permitted within defined processes and by authorized personnel.

20.4 The Supplier shall take reasonable measures to ensure the availability of its testing facilities, laboratories and IT infrastructure within customary operational parameters.

However, the seller does not guarantee uninterrupted availability. Temporary restrictions due to maintenance work, safety measures, system upgrades or unforeseen events shall be permissible and shall not constitute a defect, provided that the Supplier makes reasonable efforts to minimize any impact.

20.5 The Supplier operates an information security management system oriented towards recognized standards and industry‑specific requirements. This includes, in particular, compliance with applicable legal, regulatory and contractual information security requirements relevant to the automotive and industrial testing environment.

20.6 The Customer shall ensure that any access credentials, data or information provided by the Supplier are protected from unauthorized access and misuse.

The Customer shall immediately notify the Supplier of any suspected or actual security incident affecting the contractual relationship.

20.7 The Supplier may involve subcontractors or external Suppliers for the provision of services, provided that such parties are bound by appropriate confidentiality and information security obligations.

20.8 The Supplier reserves the right to adapt and improve its information security measures to reflect technical progress, changes in legal requirements or evolving threat scenarios, provided that such changes do not result in a material deterioration of the agreed contractual services.

20.9 The specific design, implementation and documentation of internal security measures remain the sole responsibility of the Supplier and do not form part of the contractual performance.

20.10 The Laboratory may be required by applicable law or by a competent authority to disclose customer information. Unless prohibited by law, the Laboratory will inform the customer of the information disclosed and the reason for such disclosure.