DE · EN

ms Chemie · Proprietor: Michael Sirch (sole proprietorship) · Ottostraße 4a, 87448 Waltenhofen, Germany
As of October 2026 · Convenience translation. In case of discrepancies, the German version (AGB) prevails.

§ 1 Scope
1. These General Terms and Conditions apply to all contracts, offers and services of ms Chemie (hereinafter the “Contractor”) towards entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter the “Client”).
2. They apply in particular to analysis and determination of thermodynamic and chemical substance data, process development, simulation and calculation, consulting and expert opinion services, and the supply of samples and sample material.
3. Conflicting or deviating terms of the Client do not become part of the contract unless the Contractor expressly agrees to their validity in writing. This also applies if the Contractor performs services without reservation in knowledge of such terms.
4. Individual agreements, in particular in a written offer or individual contract, take precedence over these terms.

§ 2 Offer and conclusion of contract
1. Offers by the Contractor are non-binding unless expressly designated as binding. An offer is valid for 30 days unless stated otherwise.
2. A contract is concluded by written or text-form order confirmation by the Contractor or by commencement of the service.
3. The nature and scope of the service result exclusively from the offer or order confirmation. Ancillary agreements and subsequent changes require text form.

§ 3 Scope and nature of services
1. Unless a specific result (e.g. a test report with defined measured quantities) has been expressly agreed, the Contractor owes the careful performance of the service in accordance with the recognised state of science and technology, but not a particular economic or technical outcome (contract for services).
2. For process development and consulting, the Contractor cannot guarantee that a process investigated will achieve, on an industrial scale, with other raw materials or under other conditions, the results determined in the laboratory or in simulation. Scale-up to production scale is the Client's responsibility unless it was expressly commissioned.
3. The Contractor is entitled to engage third parties (e.g. accredited laboratories, subcontractors). In that case the Contractor remains responsible towards the Client.
4. Partial performance is permitted insofar as it is reasonable for the Client.

§ 4 Client's duties to cooperate
1. The Client shall provide the Contractor in good time and free of charge with all information, documents, data and samples required for the service. This includes in particular the composition, known impurities and properties of the samples and information on the intended use of the results.
2. The Client shall point out all known or suspected hazards (e.g. toxicity, flammability, reactivity, self-heating, odour nuisance) and provide a current safety data sheet or equivalent information. Regulations on dangerous goods and hazardous substances must be observed.
3. The Client is responsible for the accuracy and completeness of the information it provides. The Contractor is not obliged to verify it.
4. Delays or additional effort caused by incomplete, late or incorrect cooperation are at the Client's expense. Agreed dates shift accordingly.
5. The Contractor is entitled to reject samples or suspend the service if hazards to persons, installations or the environment cannot be excluded or required information is missing.

§ 5 Samples and materials
1. Ownership of the Client's samples and materials remains with the Client. The Contractor stores and handles samples with customary care.
2. Samples are generally consumed or altered during analysis. Return takes place only by express agreement and at the Client's cost and risk.
3. Sample material and residues not reclaimed will be disposed of properly at the Client's expense 8 weeks after completion of the order or transmission of the results, unless otherwise agreed.
4. The Contractor is not liable for changes to the sample caused by transport, ageing, oxidation or storage before receipt by the Contractor.

§ 6 Results, measurement uncertainty and use
1. Analysis and measurement results and determined substance data relate exclusively to the sample examined and the conditions stated. They are subject to the measurement uncertainties customary for the method. Transferability to other batches, raw materials or conditions is not warranted.
2. Results from models, simulations and calculations (e.g. process simulation, thermodynamic models, property correlations) are based on assumptions, input data and model limits. They are decision aids and do not replace independent verification by the Client.
3. The Client is itself responsible for the use of the results, in particular for design, permitting, safety and operation of plants. Use of the results as the sole basis for safety-relevant decisions without separate verification is not intended.
4. Reports, expert opinions and results may be passed on to third parties only in full and unaltered. Use in excerpts or for promotional purposes naming the Contractor requires the Contractor's prior consent in text form.

§ 7 Supply of samples and substances
1. Where the Contractor supplies samples or substances (e.g. trial quantities), this is done, unless expressly agreed otherwise, solely for testing and development purposes and within the uses stated in the safety data sheet.
2. The Client shall inspect the delivery without undue delay upon receipt and notify obvious defects in text form without undue delay, at the latest within 7 days (§ 377 German Commercial Code, HGB).
3. The Client shall observe the safety data sheet, in particular regarding storage, handling, protective equipment and disposal. Use in food, feed or pharmaceutical applications and supply to consumers are excluded unless expressly agreed.
4. Risk passes upon handover to the forwarding agent or carrier or, in case of collection, upon handover to the Client. Delivered goods remain the Contractor's property until full payment (retention of title).
5. Statements on the properties of samples are descriptions, not guarantees. Assurances and guarantees require an express written declaration.

§ 8 Remuneration and payment
1. The prices stated in the offer or order confirmation apply. Unless agreed otherwise, services are billed on a time-and-materials basis at the Contractor's applicable hourly or daily rates, plus costs for materials, third-party services, travel and shipping.
2. All prices are net, plus statutory value-added tax.
3. Invoices are payable within 14 days of the invoice date without deduction. For orders of longer duration or larger scope, the Contractor is entitled to request reasonable instalment or advance payments.
4. In case of default in payment, statutory default interest (§ 288(2) BGB) and the lump-sum default charge under § 288(5) BGB apply.
5. The Client may set off or exercise rights of retention only for undisputed claims or claims established by a final court decision.
6. If an order is terminated early or cancelled for reasons the Client is responsible for, the services rendered up to that point as well as unavoidable costs and third-party services must be paid for.

§ 9 Dates and deadlines
1. Dates and deadlines are binding only if expressly agreed as binding. Stated processing times are non-binding guide values.
2. The Contractor is not responsible for delays caused by lack of cooperation by the Client, late delivery by suppliers, equipment failure or force majeure.
3. If the Contractor is in default, the Client may withdraw from the contract after setting a reasonable grace period. Claims for damages are governed by § 12.

§ 10 Confidentiality
1. The parties shall treat all confidential information of the other party that becomes known to them in the course of the cooperation as confidential, use it only to perform the contract and not disclose it to third parties. This also applies after termination of the contract for a period of 5 years.
2. Excluded is information that is or becomes publicly known without breach of duty, was already lawfully known to the receiving party, was independently developed, or must be disclosed due to statutory or official obligations.
3. The Contractor may oblige employees and subcontractors engaged to perform the contract to confidentiality accordingly.
4. Further non-disclosure agreements (NDAs) take precedence over these provisions.

§ 11 Intellectual property and rights of use
1. Pre-existing property rights, know-how, methods, software, models, databases and calculation tools of the Contractor (“background IP”) remain with the Contractor. The same applies to the Client's property rights and know-how.
2. Upon full payment, the Client receives a non-exclusive, non-transferable, perpetual right of use for its own internal purposes in the results produced in accordance with the contract (reports, data sets, expert opinions), unless expressly agreed otherwise.
3. If patentable inventions arise in the course of performing the services, the parties shall regulate allocation and exploitation in advance in a separate written agreement. Absent such an agreement, inventions belong to the party that made them; the Client is granted a non-exclusive right of use insofar as they are based on its information or samples.
4. The Client warrants that the provision of information, samples and tasks does not infringe third-party rights and shall indemnify the Contractor against corresponding third-party claims.

§ 12 Warranty and liability
1. Where a contract for work or a sales contract applies, the Client must inspect the service without undue delay. Defects must be notified without undue delay in text form with a precise description. Hidden defects must be notified without undue delay after discovery.
2. For justified defects, the Contractor shall first, at its option, provide subsequent performance (rectification or replacement delivery/re-performance). If subsequent performance fails, the Client may reduce the price or withdraw from the contract in accordance with statutory provisions.
3. The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, when giving a guarantee, and under the German Product Liability Act.
4. In case of simple negligence, the Contractor is liable only for breach of essential contractual obligations (obligations whose fulfilment is a prerequisite for proper performance of the contract and on which the Client may regularly rely). In that case liability is limited to the foreseeable damage typical for the contract and capped at the order value, but no more than EUR 20,000 per claim.
5. Liability for indirect and consequential damages, in particular loss of profit, production downtime, plant damage resulting from transferring laboratory results to industrial scale, and recall costs, is excluded in case of simple negligence.
6. For loss of data, the Contractor is liable only to the extent that recovery would have been necessary had the Client made regular, risk-appropriate backups.
7. The above limitations also apply in favour of the Contractor's employees, representatives and vicarious agents.
8. Claims of the Client become time-barred 12 months after acceptance, delivery or performance of the service. This does not apply to claims under paragraph 3 or to statutory longer limitation periods (e.g. § 438(1) no. 2, § 634a(1) no. 2 BGB).

§ 13 Force majeure
Events of force majeure (e.g. natural events, fire, pandemic, strike, official measures, failure of energy or transport routes, supplier failures) release the Contractor from its obligations for the duration of the disruption and to the extent of its effect. If the disruption lasts longer than 3 months, either party may withdraw from the unfulfilled part of the contract. Services already rendered must be paid for.

§ 14 Term and termination
1. Contracts for individual services end upon their complete performance.
2. Continuing obligations (e.g. framework or consulting contracts) may be terminated in text form with 4 weeks' notice to the end of a month, unless agreed otherwise. The right to extraordinary termination for good cause remains unaffected.
3. In case of termination, the services rendered and expenses incurred up to that point must be paid for.

§ 15 Data protection
The Contractor processes personal data of the Client and its contact persons only within the framework of statutory requirements (in particular the GDPR and the German Federal Data Protection Act) and insofar as necessary for performing the contract. Details are set out in the Contractor's Privacy Policy. Where commissioned processing applies in an individual case, the parties shall conclude an agreement pursuant to Art. 28 GDPR.

§ 16 Export and compliance
When passing on or using the services and results, the Client must comply with the applicable export, sanctions and embargo regulations and rules on the control of dual-use goods. The Contractor is entitled to suspend services or withdraw if legal obstacles stand in the way.

§ 17 Final provisions
1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
2. To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Kempten (Allgäu), Germany. The Contractor is also entitled to sue the Client at its general place of jurisdiction.
3. Amendments and additions to these terms and to the contract require text form. This also applies to the waiver of this text-form requirement.
4. The Client may transfer rights and obligations under the contract to third parties only with the Contractor's prior consent in text form.
5. Should individual provisions of these terms be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the valid provision that comes closest to its economic purpose.
6. The German version of these terms is authoritative. Translations are for information only.