§ 1 Scope of Application

1. The legal relations of RIO GmbH (thereafter called RIO) with their client are subject to the following contractual conditions.
2. Business terms and conditions of the client deviating from RIO conditions, which we do not recognize expressly in writing, are not binding for us, even if we do not contradict them expressly.

§ 2 Order

The appraisals, tests, studies and other services which have to be performed by RIO are to be specified precisely in accordance with their subject matter and intended use during order placement.

§ 3 Performance

1. The order is executed by RIO to the best knowledge and belief.
2. The tests are performed by RIO within the scope of objective and impartial application of their special knowledge.
3. RIO usually completes the order within the laboratory area with own personnel and equipment. For handling of the order RIO is otherwise entitled to perform or have executed necessary and common examinations, tests, elaborations and performances just and convenient or make inquiries, start investigations as well as to take photos or make drawings and recordings, or has them made on the expense of the client without special consent. As far as tests which are unexpected or in relation to the order disproportionate to time and costs would become necessary, previous approval of the client has to be obtained.
4. Written elaboration (e.g. appraisals, reports, manuals,) are created and charged with the customer as per the order placed.
5. Samples, test equipment and/or other test objects have to be supplied freight paid to RIO, Birlenbacher Str. 18, D-57078 Siegen and/or to another location mentioned by RIO.
6. Samples (or other material) provided by the client are returned by RIO only, if there is express written agreement. Moreover RIO has the right to return samples or the like. If specified by the customer inspection equipment is returned by RIO or collected by the client. In any event the return is effected at risk and expense of the client. If the return is not agreed upon, then RIO will archive the sample material and dispose it after the archive time has elapsed. Costs arising are charged with the client.

§ 4 Time Limits

The order is executed by RIO within an agreed upon period.
If the completion of the order is retarded, because a third party contracted by RIO does not finish preliminary work or preliminary tests in time, though RIO had placed the order with this other company in time thus taking care of completion of the order on schedule, the performance time of RIO is extended appropriately. If the completion of the order should be retarded by RIO for more than 2 months due to the circumstances mentioned, the client has the right to cancel the contract admitting no further rights, in particular claims for damages. In case of force majeure and circumstances entirely beyond control of RIO - e.g. in case of material procurement difficulties, operational failures, strikes, lockouts, lack of transport means, official interferences, power supply difficulties etc. -, i.e. RIO is hindered from punctual fulfillment of its obligations, the performance time of RIO is extended appropriately. If performance is impossible or becomes unreasonable due to circumstances mentioned, then RIO is released from performance obligation. If performance delay will last longer than 2 months, the client is entitled to withdraw from the contract. If performance time is extended or RIO is released from performance obligation, the client cannot derive claims for damages. RIO can refer to the circumstances mentioned only, if the client is informed without delay.

§ 5 Clients´s obligation to coorperate

The client has to ensure that RIO will receive free of charge and in due time all information and documents necessary for the execution of the order, (e.g. invoices, drawings, calculations, correspondence, and samples, etc.). RIO has to be informed in time and without special notification of all activities and circumstances, which are unmistakably important for the execution of the order.

§ 6 Prices

All prices are quoted by adding legal value added tax.  As far as other prices are not expressly agreed, the latest price list of RIO valid at the time of order confirmation shall apply.  The prices agreed upon are valid 4 months starting from date of order confirmation by RIO.

§ 7 Payment - Delay of Payment

1. The remuneration becomes due in accordance with agreement and accounting
2. Bills are accepted only according to special agreement including all collection and discount charges and as payment only, without guarantee for correct presentation and protest.
3. In case of delayed payment by the client, RIO is allowed to cancel the contract after granting an appropriate respite from the contract or claim for damages because of default. Subject to assertion of claims for further damages in case of delayed payment default interests have to be paid exceeding the respective discount rate of the German Federal Bank by 2%. Default interests have to be calculated higher or lower, in case RIO gives evidence of a higher interest rate or the client proves a lower charge.
4. Disregarding terms of payment or circumstances, which question credit-worthiness of the client, result in an immediate maturity of all demands of RIO. In these cases RIO has the right to cancel the contract after an appropriate respite or claim for damages due to non-performance. The same applies in case of non-redemption of bills or cheques, suspension of payment, bankruptcy or the client's request for an adjustment of liabilities.
5. The client can adjust counterclaims of RIO only, if the client's counterclaims are undisputed or there is a valid legal title. The right of retention can be asserted by the client only, as far as it is based on claims resulting from the concluded contract.

§ 8 Cancellation

1. The client and RIO are allowed to cancel the contract at any time for important reason. Notice of cancellation has to be given in writing.
2. Important reasons, which entitle RIO to cancel the contract, are among others refusal of necessary co-operation by the client; or in case of debtor's default or financial collapse of the client.
3. Besides cancellation of the contract is excluded.
4. If the contract is cancelled for important reason for which RIO is to be held liable, then RIO is entitled to receive remuneration only to that extent that the part delivery furnished until date of cancellation is objectively usable for the client.
5. In all other cases RIO keeps the right on the contractually agreed upon fee, however with deduction of saved expenditure. If the client does not prove a higher proportion of saved expenditure in the individual case, 40% of the fees for the achievements not yet furnished by RIO are agreed upon.

§ 9 Warranty

1. Under warranty the client can claim rework free of charge only in case of unsatisfactory performance.
2. Information has to be given to RIO in writing immediately on recognition of deficiencies - however 6 months after performance at the latest; otherwise the warranty claim will expire.

§ 10 Liability

1. RIO is to be held liable for damages; no matter for whatever legal juristification - but only if RIO or its employees have caused the damage deliberately or grossly negligent by unsatisfactory execution of the order.  All claims for damages going beyond are excluded. This also applies for damages, which arise during rework.
2. Claims for damages, which are not subject to the short period of limitation of § 638 BGB, become time barred after three years. The period of limitation begins with the date of issue of the report on the test results for the client by RIO.
3. In each case liability is limited to the height of the order value.

§ 11 Place of Performance and Place of
    Jurisdiction

1. Place of performance is the registered office of RIO.
2. If the client is registered merchant, corporate body subject public law or special assets subject to public law, then the head office of RIO is the exclusive place of jurisdiction.