Terms of use

The JOSEF MEYER CONTRail AG (as at: 01.01.2019)

General

These GTC apply to all services provided by JOSEF MEYER CONTRail AG, hereinafter referred to as JMC, unless the contracting parties have agreed otherwise in writing. General terms and conditions of the customer shall only be valid if they have been confirmed in writing by JMC.

All agreements, contracts or legally binding declarations – in short called contractual relationship – are only valid if they have been drawn up in writing. Equal to these contractual relationships are declarations that are transmitted electronically in text form.

In the event that provisions of these GTC’s prove to be wholly or partially invalid or unenforceable, the parties shall replace them with a new provision that comes as close as possible to the intended legal and/or economic success. The other provisions shall remain unaffected and shall continue to apply without restriction.

Additions, changes or the cancellation of the contract are only legally valid in written form signed by both parties.

Subject of JMC Services, Offers, Conclusion of Contract

JMC provides services in the field of inspections of dangerous goods containment as well as quality assurance services such as consultations and non-destructive tests on materials.

The scope of services and the prices are shown in the service description of the offers. If these offered services are incomplete or incorrect, JMC is entitled to adjust the services accordingly. Offers without period of validity are not binding.

A service is considered to be rendered when JMC has fulfilled the contractually agreed scope.

Outside of contractual relationships all information such as brochures, price lists or other publications of JMC are non-binding.

A contract is concluded when the offer is legally confirmed or a contract is signed by both parties.

Prices, payment modalities

JMC renders services on a time and material basis or at fixed prices. Unless otherwise expressly agreed in writing, the services of JMC are rendered according to expenditure and invoiced plus any travel time.

All invoice amounts are subject to the statutory value added tax valid at the time of performance of the service.

An agreed fixed price is based on the documents of the individual contract. If it is subsequently determined that the documents were incomplete or incorrect, that waiting times were caused by the customer or that the original nature and scope of the service was changed, the customer is obliged to reimburse JMC for all additional costs incurred as a result.

The term of payment is 30 days from the date of invoice.

A right of the customer to withhold payments or to set off alleged counterclaims is excluded.

Place of performance

The services of JMC shall be rendered at its own business premises, at the business premises of the customer or otherwise, at its discretion.

JMC is entitled to call in specialized personnel for the performance of services without the consent of its customer.

Working hours, deadlines

JMC shall render the agreed services during the usual working hours (06.00 -17.00) from Monday to Friday. If necessary, the provision of services can also be provided outside these working hours in individual cases.

JMC guarantees compliance with fixed deadlines. These must be expressly confirmed in writing by JMC. An agreed fixed date shall be extended if it cannot be met for reasons for which JMC is not responsible.

In all other cases JMC shall endeavor, but not be contractually obligated, to meet the deadline agreed with the customer.

Cooperation of the customer

Customer shall support JMC in the performance of services. In particular, customer shall provide or hand over in due time all requested or otherwise necessary information, documents and certificates.

Furthermore, customer shall grant JMC access to the business premises. In doing so, JMC shall comply with the customer’s safety regulations.

Customer shall perform in due time all actions required for the performance of services by JMC.

Certificates

Certificates which JMC hands over to customer within the scope of its performance of services shall be checked by customer within 5 working days after handover and any defects shall be objected to in writing. In case of justified complaints JMC shall remedy the defect at its own discretion. The customer shall support JMC in this.

The customer implements the results of the certification on his own responsibility, is obliged to keep the certification according to the legal or normative requirements (e.g. 10 years) and to hand over a copy to JMC within 5 working days upon request by JMC.

Warranty, liability and indemnification

JMC provides the service carefully according to the state of the art. Legal regulations as well as customer-specific test instructions are observed.

JMC assumes a warranty only insofar as this has been agreed upon in writing in an individual contract.

Any further claims of the customer for damages, reduction, rescission or liability for consequential damages, irrespective of the legal ground, are excluded.

Customer shall fully indemnify JMC against claims of third parties, unless JMC has acted grossly negligently or intentionally in providing the service. In this context, the indemnification shall also include all costs of legal representation in the defense against claims of third parties.

Assignment

Rights and obligations arising from a contractual relationship with the customer may only be assigned to third parties with the consent of the other party.

Confidentiality

The parties are obliged to treat as confidential any information of any kind entrusted to them by the other party or made available to them in the course of the cooperation. Only with the written consent of the other party may this information be made available to third parties or otherwise used.

Termination of the cooperation.

Both parties may terminate the contract or the cooperation in writing at any time with immediate effect. The services rendered by JMC until then are fully owed to JMC and due for payment within the agreed period.

Applicable Law

The contractual relationship is subject to Swiss law under exclusion of the conflict of laws rules and international agreements.

Differences between the parties shall be settled by mutual agreement whenever possible.

Any dispute or claim arising out of or in connection with the contractual relationship, including its validity, breach or termination, shall be settled by arbitration in accordance with the International Arbitration Rules of the Swiss Chambers‘ Arbitration Institution. The version of the Arbitration Rules in force at the time of delivery of the Notice of Arbitration shall apply. The arbitral tribunal shall consist of one arbitrator. The seat of the arbitral tribunal shall be Zurich. The arbitration proceedings shall be conducted in German.