General Terms & Conditions (GTC)

1.1 All testing and inspection services (hereinafter: „Services“), offers for services (hereinafter: „Offers“), and all resulting contractual relations between ifp-labs GmbH and its dependent branch offices and independent subsidiaries (each hereinafter referred to independently as „ifplabs“) and the natural or legal person who has commissioned them (hereinafter: the „Client“) shall be governed by these General Terms and Conditions (hereinafter: „GTC“). These General Terms and Conditions do not apply to Clients who are consumers within the meaning of Section 13 of the German Civil Code (BGB).

1.2 Deviating agreements and oral side agreements shall be binding only upon prior written confirmation by ifplabs.

2.1 ifplabs shall provide its services with due care in accordance with the criteria or methods defined in the offer and confirmed by the Client in the order, or in accordance with the specific requirements of the Client, provided those requirements are deemed appropriate and have been confirmed by ifplabs. In the absence of an offer or other specific instructions from the Client, the order will be fulfilled at the reasonable discretion of ifplabs.

2.2 The Client may place an order in writing, by telephone, or by dispatching the sample(s). The order is deemed to have been accepted when ifplabs has accepted the order in writing or orally or begins to execute the service ordered. Any change requests after the order has been placed must be communicated in writing.

2.3 ifplabs is entitled to engage a subcontractor to execute all or part of the ordered services after prior consultation with the Client. With the Client's consent, ifplabs is authorized to disclose to the subcontractor all information required to execute the services ordered.

2.4 The Client authorizes ifplabs to obtain the information required for the compilation of reports or expert opinions in a neutral and confidential manner from the parties involved, the relevant authorities, and third parties, and to conduct surveys where necessary. If required, the Client shall issue a special power of attorney to ifplabs for this purpose.

2.5 ifplabs may forward test and inspection reports to third parties, provided the Client has so instructed ifplabs, or if ifplabs may reasonably assume from the specific circumstances or commercial practice that it has been implicitly authorized to do so.

3.1 The "standard analysis time" stated in the offer is calculated from the date the samples are received at the laboratory. This period is indicative only and does not constitute a binding commitment.

3.2 A binding schedule may be agreed on a case-by-case basis in writing. If a fixed deadline has been agreed for the delivery of the service, this period shall commence upon receipt of the sample(s) at the laboratory or, if no service is to be performed on a sample, upon the placing of the order. Compliance with the deadline is contingent on the timely fulfilment of the Client's duties of collaboration pursuant to Section 4.1.

3.3 Processing times may be extended due to force majeure or other circumstances beyond the reasonable control of ifplabs, including but not limited to natural disasters, pandemics or epidemics, governmental orders or restrictions, supply chain disruptions, cyberattacks, armed conflict, strikes, or disruptions to essential utilities. ifplabs shall notify the Client of any such delay without undue delay.

4.1 The Client shall ensure that the samples, information, instructions, and documents required for the performance of the services are provided to ifplabs in good time to enable ifplabs to deliver the required services in accordance with the contractual terms.

4.2 For the purpose of inspection, employees of ifplabs shall be granted access to all areas where the services are to be performed. The Client shall ensure that the services can be performed without obstruction or interruption. Where necessary, ifplabs shall be provided with support staff and equipment.

4.3 Unless ifplabs has agreed to collect, the costs and risks for the delivery of samples shall be borne by the Client. If the Client dispatches the samples, they must be packed properly and with due consideration of any instructions issued by ifplabs.

4.4 The Client shall comply with all applicable provisions on information, marking, packaging, transport, and disposal of hazardous waste and hazardous substances. ifp must be informed in advance about any known hazards or risks that may result from the order. This includes, for example, radioactive, toxic, explosive, or other harmful or environmentally damaging components; the Client shall be liable for any damage caused by the hazardous properties of the sample material. If ifplabs determines that samples cannot be examined — for example because they are contaminated (e.g. by mould) or on account of health risks — ifplabs is entitled to reject the sample(s) or to carry out the examination subject to appropriate safety precautions, with any additional work and costs to be agreed in consultation with the Client.

4.5 If ifplabs incurs any costs for the proper disposal of hazardous substances and special waste due to the samples submitted by the Client, the Client shall bear those costs irrespective of whether the need for such disposal was known before the order was placed.

5.1 All details stated in test or inspection reports are derived from the results of the testing or inspection procedures, which have been followed in compliance with the specifications, methods, or instructions pursuant to Section 2.1 and/or from the evaluation of those results based on technical standards, commercial practices, or other circumstances that ifplabs deems applicable.

5.2 Unless a representative sample was collected in accordance with an applicable EU, UK, or national regulation, test reports and expert opinions refer exclusively to the specific samples tested and do not permit any inferences about the remainder of the batch or delivery from which the samples were taken. Test reports reflect only the findings and/or evaluations made at the time of examination in accordance with the scope of services ordered. ifplabs is not obliged to report on facts or aspects outside the scope of the ordered services.

5.3 ifplabs will make test or inspection reports available electronically, unless the Client has specifically requested transmission of the reports in printed and signed form, which will incur additional costs. In consultation and with the consent of the Client, results may also be transmitted in a form other than test reports (e.g. tabular reports, interface reports). The substantive responsibility of ifplabs ends with the commencement of the transmission procedure. Any falsification of results by third parties beyond the control of ifplabs shall not give rise to any liability on the part of ifplabs. The provisions in Section 10 remain unaffected. Test reports submitted electronically are valid without a handwritten signature. The legal validity of electronic delivery and electronic signatures is governed by the applicable law, including the eIDAS Regulation (EU) No 910/2014 for EU matters and the Electronic Communications Act 2000 for UK matters, as applicable.

5.4 ifplabs retains copyright in the services provided, to the extent that they are eligible for copyright protection. The Client may use test or inspection reports or assessments, including all calculations, tables, images, and other details compiled under the contract, only for the contractually agreed purpose. The Client is not entitled to alter, edit, publish, or use them only in extract without the prior consent of ifplabs. The same applies to quotations, prospectuses, catalogues, trademarks, or other corporate documentation. Test or inspection reports or evaluations may be transmitted to authorities or other public institutions to the extent that the contractual purpose so requires.

5.5 ifplabs reserves title to all testing methods, devices, and/or equipment developed by ifplabs, unless such items were developed exclusively for the Client as part of a service provided under a separate written agreement.

The Client and ifplabs undertake to keep mutually disclosed business and trade secrets confidential, not to transmit them to third parties without the written consent of the other party, and not to use them in an unauthorized manner for their own purposes. Information received or obtained during the contractual relationship will be treated as confidential by ifplabs, unless it: (a) has been made public or is publicly accessible; (b) was already known to ifplabs prior to disclosure; or (c) was disclosed to ifplabs by a third party without breach of any duty of confidentiality.

ifplabs is authorized to use examination results in an anonymized form for scientific purposes, to publish them, and to analyze them statistically for internal purposes. ifplabs is also authorized to disclose information where disclosure is required by applicable statutory provisions. In such cases, the Client will be informed of the disclosure where legally permissible.

Upon receipt, all samples shall become the property of ifplabs. Samples will be stored for a period determined at the discretion of ifplabs, unless the samples require cool storage or are samples for microbiological tests, in which case the samples will be stored for a period of four weeks only, unless a different arrangement has been agreed between the Client and ifplabs. Unless the Client requests the return of samples, they will be disposed of, at which point ifplabs's responsibility for the samples will cease. If the Client wishes to have the samples returned, handling, freight, and return shipment fee will apply.

8.1 Offers and quotations are non-binding and subject to change. Obligations may be regulated in separate contracts. ifplabs reserves the right to adjust prices in the event of cost increases.

8.2 Unless a specific price agreement has been concluded prior to the order, the Client shall be charged ifplabs's applicable standard rates. All prices are exclusive of statutory value-added tax, which shall be added at the applicable rate. The VAT treatment is determined by the place of establishment of the Client. For Clients established in Germany, statutory German VAT applies. For Clients established outside Germany, the applicable rules on cross-border supply of services shall apply. ifplabs reserves the right to charge separately for packaging and transport costs for the shipping of sample containers or other materials.

8.3 The compilation of test or inspection reports will be charged separately. Any subsequent changes or supplements to orders already placed, or any changes or re-issues of invoices at the request of the Client, will also be charged separately.

8.4 The Client shall be responsible for customs clearance. If the Client requests processing by ifplabs or a customs broker commissioned by ifplabs, the Client shall bear all resulting costs, including an administrative fee proportionate to the effort incurred.

8.5 Regarding the costs for storage and return of samples, see Section 7; for costs in connection with the disposal of hazardous substances and hazardous waste, see Section 4.5.

8.6 The Client shall make payment to ifplabs for all duly invoiced amounts immediately after the invoice date or within the deadline stipulated on the invoice. Any complaint relating to an invoice must be asserted within 30 days of receipt of the invoice. If the Client questions the correctness of an examination result, the Client is not entitled to withhold payment unless the inaccuracy of the examination result and the resulting counterclaims are undisputed, have been acknowledged by ifplabs, or have been established by final and binding court judgment.

8.7 If the Client is in fault of payment, ifplabs reserves the right to charge dunning fees and statutory interest. In the event of non-compliance with payment terms, ifplabs shall also be entitled to declare all outstanding amounts due with immediate effect.

8.8 ifplabs is not obliged to accept bills of exchange or cheques.

8.9 If the Client is in default of payment of any ifplabs invoice for a non-trivial amount in the context of the business relationship, all obligations under the business relationship will become immediately due, irrespective of any accepted bills of exchange. ifplabs is entitled to carry out any outstanding services only against prepayment or security, and to withdraw from the contract after setting a reasonable deadline and/or to demand compensation for non-performance.

8.10 Set-off or rights of retention may be asserted against claims of ifplabs only if the Client's counterclaim is undisputed or has been established by final and binding court judgment.

ifplabs shall be entitled, without incurring any liability, to cease the performance of services with immediate or permanent effect, to terminate the agreement without notice, and to reject an order if the Client fails to comply with its obligations under these GTC within 14 days of a written notice of caution, and/or in the event of any payment suspension, agreement to avert insolvency, commencement of insolvency proceedings, application for commencement of insolvency proceedings, or sequestration on the part of the Client. Section 10 remains unaffected. ifplabs shall be entitled to remuneration for partial services provided up to the time of termination.

10.1 ifplabs is neither an insurer nor a guarantor and does not accept any related responsibility.

10.2 Test or inspection reports compiled based on information, records, and/or samples provided to ifplabs by the Client or on the Client's behalf shall be used exclusively for the benefit of the Client. The Client shall draw the necessary conclusions from test or inspection reports at its own responsibility. Neither ifplabs nor its employees or subcontractors are responsible to the Client or to third parties for any action taken or not taken because of conclusions drawn from test or inspection reports, or for faulty examinations based on incorrect, incomplete, unclear, or misleading information provided by the Client.

10.3 Any claims by the Client for consequential damages, lost profits, and/or production downtime shall be excluded. This exclusion does not apply to: (a) claims for damages arising from injury to life, body, or health; (b) claims arising from breach of essential contractual obligations (cardinal duties); or (c) liability for damage based on intentional or grossly negligent breach of obligation on the part of ifplabs, its legal representatives, or its vicarious agents. Essential contractual obligations are those obligations whose fulfilment is necessary to achieve the purpose of the contract — in particular, the obligation to perform the agreed testing or inspection services with due professional care and to deliver results that are materially accurate within the scope of the methods applied.

10.4 In the case of breach of essential contractual obligations, ifplabs shall be liable only for the contract-typical, foreseeable damage if such damage is caused by ordinary negligence, unless the Client's claims arise from injury to life, body, or health. These limitations shall also apply in favour of ifplabs's legal representatives and vicarious agents if claims are asserted directly against them. The provisions of the German Product Liability Act (Produkthaftungsgesetz) remain unaffected.

10.5 In the event of a claim for damages, the Client shall notify ifplabs in writing within 14 days of discovering the circumstances giving rise to the claim. Any claims by the Client shall be time-barred within one year of the commencement of the statutory limitation period. A test report shall be deemed accepted if the Client does not object to it in writing within 14 days of receipt.

10.6 Any inconsistent or incorrect results transmitted by ifplabs must be reported promptly to allow ifplabs to undertake a second analysis. A second analysis is only possible if ifplabs still has sufficient sample material available. If the second analysis confirms the original result, the Client shall bear the costs of the second analysis.

11.1 ifplabs complies with the requirements of the EU General Data Protection Regulation (Regulation (EU) 2016/679, "EU GDPR") and, where applicable, the UK General Data Protection Regulation ("UK GDPR") as retained and amended under the Data Protection Act 2018.

11.2 ifplabs processes personal data as part of the order only to the extent required. This includes the names and business contact details of contact persons. The data is processed exclusively for the purpose of executing the commission, invoicing, and transmitting the results of the analysis.

11.3 Where personal data is transferred between ifplabs entities in Germany and the United Kingdom, such transfers are carried out based on the European Commission's adequacy decision for the UK (renewed 19 December 2025, valid until December 2031), which confirms that the UK provides an adequate level of data protection.

11.4 For further information, we refer contracting partners to the privacy policy on our website at www.ifp-labs.com/privacy-policy.

12.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the German Criminal Code (StGB, §§ 299 ff.), the UK Bribery Act 2010, and any other relevant legislation. Neither party shall offer, promise, give, request, or accept any bribe or other improper advantage in connection with the contractual relationship.

12.2 Each party shall maintain adequate procedures to ensure compliance with the foregoing and shall promptly notify the other party if it becomes aware of any actual or suspected breach.

13.1 Contracts concluded between ifplabs and the Client shall be governed by the laws of the Federal Republic of Germany, subject to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The statutory provisions on restrictions on choice of law and the applicability of mandatory rules remain unaffected.

13.2 The parties submit to the exclusive jurisdiction of the courts of Berlin.

13.3 Notwithstanding Sections 13.1 and 13.2, where services are performed exclusively by an ifplabs entity established in the United Kingdom for a Client domiciled in the United Kingdom, the parties may agree in writing that the laws of England and Wales shall apply and that disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales. Such agreement must be recorded in the applicable order confirmation or in a separate written contract.