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Terms and Conditions for Development, Testing, and Research Services

Effective Date: 2018-01-01 | VA019 Issue 1

1. Type and Scope of Services

1.1 Dr. Tillwich GmbH Werner Stehr agrees to perform development, testing, and research services in accordance with the terms of the contract, including documentation.

The activities listed above will be performed at the client’s own financial and technical risk, in accordance with the regulations in effect at the time the contract is concluded.

1.2 The Contractor is entitled to determine the method or type of inspection or testing at its own discretion, provided that no contrary agreements have been made in writing or that mandatory regulations do not require a specific procedure.

1.3 The scope of services provided by Dr. Tillwich GmbH Werner Stehr shall be specified in writing upon placement of the order. If, during the proper execution of the order, there is a need to expand or otherwise modify the originally agreed-upon scope of the order, such changes must be documented in writing. The requirements pertaining to the subject matter of the contract may only be modified by mutual agreement.

1.4 All development, testing, and inspection services related to the order, as well as the associated documentation of the test results, are generally performed at Dr. Tillwich GmbH Werner Stehr in accordance with established conditions and only by qualified personnel and certified external service providers.

1.5 The services provided by Dr. Tillwich GmbH Werner Stehr are organized as follows:

  • Laboratory Services: Conducting standardized chemical, physical, and tribological tests on lubricants and materials.
  • Tribological Component Testing: Specific component tests related to friction and wear, using components either custom-manufactured for the customer or provided by the customer.
  • Coating: Components provided by the customer are coated on a contract basis and then subjected to a quality inspection.
  • Test Equipment Development: Custom design, manufacturing, programming, and testing of test equipment.

1.6 Dr. Tillwich GmbH Werner Stehr is authorized to engage certified subcontractors to carry out the order. No responsibility is assumed for the accuracy of the safety programs or safety regulations on which the inspections are based, unless otherwise expressly agreed in writing.

1.7 A contract with the service provider is concluded upon submission of the signed order or order proposal by mail or email. The subject matter of the contract or the exact description of the services is specified separately in the service agreement.

2. Customer’s Contribution

2.1 Upon conclusion of the contract, the Client shall provide the Contractor with all of the Client’s own test components and any necessary information, free of charge and in a timely manner, for the duration of the development, testing, and research work.

2.2 The Contractor shall notify the Client, if necessary, of when specific information or test components are needed.

3. Compensation and Payment Terms

3.1 The compensation and due date for the Contractor’s services are specified in the proposal or contract. The service price is based on the scope of work to be performed. This is governed by the provisions of the service contract under Sections 611 et seq. of the German Civil Code (BGB). Waiting times for Dr. Tillwich employees or externally contracted firms for which the Customer is responsible shall be billed as working hours.

3.2 Unless otherwise specified, the payment term for total or partial invoices is 14 days from the date of invoice, strictly net, without any discount. Prices are strictly net plus the applicable statutory value-added tax. If the customer is in default of payment, in whole or in part, Dr. Tillwich GmbH Werner Stehr is entitled to charge late payment interest at a rate of 2% per annum above the respective discount rate of the Deutsche Bundesbank, effective from the date of default. The contractor is also entitled to withhold its services and to perform any outstanding services only against advance payment or security deposits.

3.3 The customer shall have no right of retention unless the customer’s counterclaim arises from the same contractual relationship and is undisputed, has been acknowledged in writing, or has been established by a final and binding judgment.

4. Shipping and Transfer of Risk for Test Equipment

4.1 Shipment is always at the risk and, unless otherwise agreed, at the expense of the purchaser. Upon delivery of the testing device to the carrier—at the latest upon leaving our factory or warehouse, or, in the case of direct shipments, upon leaving the factory or warehouse of our supplier—the risk passes to the purchaser, even in the case of CAR, FOB, or CIF transactions. The buyer is obligated to inspect the goods immediately upon delivery to ensure they are complete and free of visible damage, and to notify us of any losses or damage without undue delay.

5. Rights to the Results of Development, Testing, and Research

5.1 Once the development and testing work has been completed, a presentation of the development results and test results shall be scheduled.

5.2 The Client is entitled to receive the subject matter of the contract, as well as a copy of all scientific or technical documentation, development, test, and investigation reports—including drawings and plans—prepared during the course of the project, and an operating manual, to the extent that these are necessary for the proper use and evaluation of the development results. Upon delivery to the Client, the contractual services of Dr. Tillwich GmbH Werner Stehr shall be deemed to have been rendered and completed.

5.3 It is hereby agreed that these documents may be used for the Company’s own purposes and that the results may be archived in internal systems to comply with legal and quality management retention requirements; however, disclosure to third parties is prohibited.

5.4 The customer is entitled to set-off only if his counterclaims have been legally established, are undisputed, or have been acknowledged in writing by Dr. Tillwich GmbH Werner Stehr.

6. Property Rights

Development, testing, and inspection services, as well as goods delivered as a result of such development, shall remain our property until the purchase price and all existing or future claims arising from the business relationship with the customer have been paid in full.

7. Liability, Damages, and Warranty

7.1 Dr. Tillwich GmbH Werner Stehr is committed to exercising scientific diligence and adhering to generally accepted technical standards. However, the Contractor is not liable for the actual and 100% achievement of the service, research, and development results.

7.2 Any claims for damages by the purchaser that may arise—regardless of the legal basis—directly or indirectly in connection with the order, delivery, services, or use of our goods are generally excluded, unless we, our agents, or our representatives caused the damage through gross negligence or willful misconduct. In the event that damage is caused by gross negligence, the claim for damages by a customer who is a merchant shall be limited to compensation for foreseeable damages.

7.3 A claim for damages by a purchaser who is not a merchant, based on delay or impossibility of performance resulting from slight negligence, shall be considered only up to an amount equal to one-quarter of the purchase price. Each party shall be liable only for the contractual obligations it has directly assumed and shall be liable only for its own fault, unless otherwise provided for in this contract.

7.4 For development services, warranty claims are limited to the rectification of defects, including transportation costs and related expenses. Warranty claims expire 6 months after acceptance of the development results. For testing and inspection services, the warranty is limited to the rectification of defects.

8. Confidentiality

8.1 Dr. Tillwich GmbH Werner Stehr shall maintain confidentiality regarding the fact and content of development, testing, and research work vis-à-vis third parties even after the completion of the contract, and shall also require its employees and subcontractors—that is, external service providers—to maintain confidentiality.

9. Place of Performance and Jurisdiction

9.1 The business relationship between the parties shall be governed exclusively by German law.

9.2 The place of performance for our deliveries is the respective shipping location and, to the extent permitted by law, Horb-Ahldorf for our other services. The place of jurisdiction for both parties is Horb a.N.

10. Severability Clause

10.1 Any amendments must be made in writing. This also applies to the written form clause and to termination. No other terms and conditions shall apply, unless otherwise agreed in this contract.

10.2 The invalidity of any individual provision shall not affect the validity of the remainder of the contract. Please note that we process the customer’s data relating to our business transactions with him in accordance with the Federal Data Protection Act.