§ 1 Validity of the conditions

The following terms and conditions of SOALGU GmbH apply exclusively to entrepreneurs, legal entities under public law or special funds under public law in the sense of § 310 para. 1 BGB (German Civil Code).

We do not recognize any terms and conditions of the client that are contrary to or deviate from these terms and conditions, unless we have expressly agreed to their validity in writing. These terms and conditions shall also apply if we accept or execute an order with knowledge of terms and conditions that are contrary to or deviate from our terms and conditions of service.

The User offers individual services via the Internet platform www.soalgu.eu within the scope of the initiation and execution of contracts for product testing and product certification. Registered commercial users (Clients) can use the platform to obtain and compare offers from various testing and certification service providers. As soon as a contract is concluded between the client and the customer, SOALGU as a testing and certification processor takes over various services to simplify and optimize the settlement process between the customer and the client in the process from product testing to product certification.

These terms and conditions also apply to all future business with the client, as far as legal transactions of a related nature are concerned.

Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

§ 2 Offer and conclusion of contract

If an order is to be considered as an offer according to § 145 BGB (German Civil Code), we can accept it within 14 days by written declaration or declaration in text form (e-mail, fax). Usually, the submission of offers as well as their acceptance by us takes place via the platform provided by SOALGU for this purpose. Contracts with our customers are concluded with their registration on our platform.

§ 3 Handed over documents/confidentiality/secrecy

We reserve the property rights and copyrights to all documents and other materials – also in electronic form – provided to the customer in connection with the placing of the order, e.g. calculations, data carriers, drawings, samples, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so.

The client undertakes to keep secret all information provided and acquired within the framework of the business relationship and with a view to its initiation and to use this information exclusively for the purposes of the respective order processing.

All information and acquired knowledge concerning basic principles and processes, developments and improvements, customer data, prices as well as other details concerning the cooperation within the scope of this agreement (“Confidential Information”) shall be kept strictly secret. It shall be irrelevant whether the respective process in question has been set down in writing or whether it has been expressly designated as secret or confidential or not.

Insofar as we do not accept the offer of the Customer within the period of § 2, these documents and other materials shall be returned to us or returned to us without delay.

§4 Remuneration

The remuneration of the services, is composed of the subscriptions booked by the client, the respective prices can be found at soalgu.eu/prices/.

The payment processing including the SEPA direct debit mandates will be taken over by SOALGU.

The payment of the remuneration has to be made exclusively to the business account of SOALGU GmbH stated in the invoice.

Unless otherwise agreed, the remuneration is to be paid within 14 days after completion of the respective service provision by the client. ). Default interest will be charged in the amount of 9% above the respective base interest rate p.a.. The assertion of a higher damage caused by default remains reserved.

The Customer’s right to withhold or offset payment claims regulated in this § 4 shall be excluded unless the Customer’s counterclaims are undisputed or have been legally established. In all other respects, the Customer shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

§ 5 Time of service provision

The commencement of the time specified by us for the provision of the service owed in each case presupposes the timely and proper fulfillment of the client’s obligations. We reserve the right to plead non-performance of the contract.

If the client is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration/uselessness of the service owed by us shall pass to the customer at the point in time at which the customer is in default.

Further legal claims and rights shall remain unaffected in this respect.

§ 6 Retention of title

We retain title to the delivered service until full payment of all claims arising from the contract with the client. This also applies to all future services, even if we do not always expressly refer to this. We are entitled to reclaim the delivered results of the service if the client behaves contrary to the contract.

§ 7 Customer protection

For the duration of the agreement, the client is prohibited from contacting the customer directly regarding the subject of the request. The transmission of all information and documents requested by the client via the portal is exclusively carried out by SOALGU.

§ 8 Liability/Release

SOALGU is only liable – regardless of the legal or factual basis – if the damage has been caused by culpable violation of one of the essential contractual obligations, such as the obligation to forward orders or invoices, in a way that endangers the achievement of the purpose of the contract, or if it can be attributed to gross negligence or intent on the part of SOALGU.

If SOALGU is liable according to § 8 paragraph 1 for the violation of an essential contractual obligation without gross negligence or intent, the liability is limited to the extent of damage that SOALGU typically had to expect at the time of conclusion of the contract based on the circumstances known to SOALGU at that time. This applies in the same way to damages caused by gross negligence or intent of employees or subcontractors of SOALGU who do not belong to its managing directors or executives. Liability for consequential damages, in particular for loss of profit or compensation for damages of third parties, is excluded, unless SOALGU is guilty of intent or gross negligence.

Claims for damages according to the product liability law and for damages resulting from injury to life, body or health remain unaffected by the above limitations of liability.

In no case SOALGU, which has a pure intermediary role between client and customer, is liable for products and services of the client.

SOALGU is liable for the loss of data and programs and their recovery within the scope of § 8 and only to the extent that this loss could not have been avoided by reasonable precautionary measures, in particular the daily making of backup copies of all data and programs.

SOALGU is liable for defects in the functionality of the portal and for other purely technical services according to the state of the art. SOALGU is not liable for complaints regarding the artistic and content design of the portal.

SOALGU guarantees the operation and an accessibility of the portal of 97%. The operation and the accessibility are calculated on a monthly basis. SOALGU does not assume any liability for an accessibility beyond this.

The above limitations of liability are also valid for the benefit of possibly involved legal representatives and vicarious agents of SOALGU.

SOALGU is liable for a period of one year since the breach of duty.

SOALGU is not liable for the correctness and/or freedom from material defects and defects of title of the data and information provided by the customer.

SOALGU is not liable for the content provided by the client, which must comply with legal requirements at all times. SOALGU is also not liable for the claims about products and/or services of the client contained in the content of offers, orders and comparable information carriers. Possible violations of competition law, copyright law, trademark law, design law, patent law, utility model law, data law or other legal regulations are the responsibility of the client.

The client indemnifies SOALGU from any claims of third parties upon first request.

The client and SOALGU commit themselves to consider the legal data protection regulations at any time. Both parties will collect, process or use personal data during the duration of this agreement only for the performance of the duties arising from this agreement and in accordance with the requirements and instructions of the respective other party.

The above limitations of liability also apply in favor of possibly involved legal representatives and vicarious agents of SOALGU.

§ 9 Force Majeure

Cases of force majeure, which prevent the parties in whole or in part from fulfilling their obligations, release both parties from the fulfillment of the respective obligations to the extent of the force majeure until it ceases. The party in which the force majeure has occurred shall immediately notify the other party thereof as well as of the effects on the performance of the obligation.

Force majeure within the meaning of this Agreement shall include, in particular, the outbreak of pandemics or epidemics, strikes and lockouts, floods, fires, war, riots, civil unrest, embargoes or other official interventions, the prevention of which was impossible or unreasonable for the affected party and the occurrence of which could not have been foreseen.

The affected party shall make all reasonable efforts to eliminate, remedy or overcome causes of force majeure in accordance with the above clauses and to resume performance of its contractual obligations as soon as possible.

§ 10 Use of customer accounts

The contract on the use of the customer account, which comes into effect with the registration of the respective customer, has a fixed term of one year in each case. If the contract for the use of the customer account is not terminated in writing by the customer at least one month before the end of the fixed term of one year, the usage contract shall be automatically extended by a further year. For the purposes of the above sentence, fax and e-mail shall also be deemed to be in writing.

§ 11 Miscellaneous

The place of jurisdiction for disputes arising from this agreement is the registered office of SOALGU GmbH. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

§ 1 Validity of the conditions

The following terms and conditions of SOALGU GmbH apply exclusively to entrepreneurs, legal entities under public law or special funds under public law in the sense of § 310 para. 1 BGB (German Civil Code).

We do not recognize any terms and conditions of the client that are contrary to or deviate from these terms and conditions, unless we have expressly agreed to their validity in writing. These terms and conditions shall also apply if we accept or execute an order with knowledge of terms and conditions that are contrary to or deviate from our terms and conditions of service.

The User offers individual services via the Internet platform www.soalgu.eu within the scope of the initiation and execution of contracts for product testing and product certification. Registered commercial users (Clients) can use the platform to obtain and compare offers from various testing and certification service providers. As soon as a contract is concluded between the client and the customer, SOALGU as a testing and certification processor takes over various services to simplify and optimize the settlement process between the customer and the client in the process from product testing to product certification.

These terms and conditions also apply to all future business with the client, as far as legal transactions of a related nature are concerned.

Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

§ 2 Offer and conclusion of contract

If an order is to be considered as an offer according to § 145 BGB (German Civil Code), we can accept it within 14 days by written declaration or declaration in text form (e-mail, fax). Usually, the submission of offers as well as their acceptance by us takes place via the platform provided by SOALGU for this purpose. Contracts with our customers are concluded with their registration on our platform.

§ 3 Handed over documents/confidentiality/secrecy

We reserve the property rights and copyrights to all documents and other materials – also in electronic form – provided to the customer in connection with the placing of the order, e.g. calculations, data carriers, drawings, samples, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so.

The client undertakes to keep secret all information provided and acquired within the framework of the business relationship and with a view to its initiation and to use this information exclusively for the purposes of the respective order processing.

All information and acquired knowledge concerning basic principles and processes, developments and improvements, customer data, prices as well as other details concerning the cooperation within the scope of this agreement (“Confidential Information”) shall be kept strictly secret. It shall be irrelevant whether the respective process in question has been set down in writing or whether it has been expressly designated as secret or confidential or not.

Insofar as we do not accept the offer of the Customer within the period of § 2, these documents and other materials shall be returned to us or returned to us without delay.

§4 Remuneration

The remuneration of the services, is composed of the subscriptions booked by the client, the respective prices can be found at soalgu.eu/prices/.

The payment processing including the SEPA direct debit mandates will be taken over by SOALGU.

The payment of the remuneration has to be made exclusively to the business account of SOALGU GmbH stated in the invoice.

Unless otherwise agreed, the remuneration is to be paid within 14 days after completion of the respective service provision by the client. ). Default interest will be charged in the amount of 9% above the respective base interest rate p.a.. The assertion of a higher damage caused by default remains reserved.

The Customer’s right to withhold or offset payment claims regulated in this § 4 shall be excluded unless the Customer’s counterclaims are undisputed or have been legally established. In all other respects, the Customer shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

§ 5 Time of service provision

The commencement of the time specified by us for the provision of the service owed in each case presupposes the timely and proper fulfillment of the client’s obligations. We reserve the right to plead non-performance of the contract.

If the client is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration/uselessness of the service owed by us shall pass to the customer at the point in time at which the customer is in default.

Further legal claims and rights shall remain unaffected in this respect.

§ 6 Retention of title

We retain title to the delivered service until full payment of all claims arising from the contract with the client. This also applies to all future services, even if we do not always expressly refer to this. We are entitled to reclaim the delivered results of the service if the client behaves contrary to the contract.

§ 7 Customer protection

For the duration of the agreement, the client is prohibited from contacting the customer directly regarding the subject of the request. The transmission of all information and documents requested by the client via the portal is exclusively carried out by SOALGU.

§ 8 Liability/Release

SOALGU is only liable – regardless of the legal or factual basis – if the damage has been caused by culpable violation of one of the essential contractual obligations, such as the obligation to forward orders or invoices, in a way that endangers the achievement of the purpose of the contract, or if it can be attributed to gross negligence or intent on the part of SOALGU.

If SOALGU is liable according to § 8 paragraph 1 for the violation of an essential contractual obligation without gross negligence or intent, the liability is limited to the extent of damage that SOALGU typically had to expect at the time of conclusion of the contract based on the circumstances known to SOALGU at that time. This applies in the same way to damages caused by gross negligence or intent of employees or subcontractors of SOALGU who do not belong to its managing directors or executives. Liability for consequential damages, in particular for loss of profit or compensation for damages of third parties, is excluded, unless SOALGU is guilty of intent or gross negligence.

Claims for damages according to the product liability law and for damages resulting from injury to life, body or health remain unaffected by the above limitations of liability.

In no case SOALGU, which has a pure intermediary role between client and customer, is liable for products and services of the client.

SOALGU is liable for the loss of data and programs and their recovery within the scope of § 8 and only to the extent that this loss could not have been avoided by reasonable precautionary measures, in particular the daily making of backup copies of all data and programs.

SOALGU is liable for defects in the functionality of the portal and for other purely technical services according to the state of the art. SOALGU is not liable for complaints regarding the artistic and content design of the portal.

SOALGU guarantees the operation and an accessibility of the portal of 97%. The operation and the accessibility are calculated on a monthly basis. SOALGU does not assume any liability for an accessibility beyond this.

The above limitations of liability are also valid for the benefit of possibly involved legal representatives and vicarious agents of SOALGU.

SOALGU is liable for a period of one year since the breach of duty.

SOALGU is not liable for the correctness and/or freedom from material defects and defects of title of the data and information provided by the customer.

SOALGU is not liable for the content provided by the client, which must comply with legal requirements at all times. SOALGU is also not liable for the claims about products and/or services of the client contained in the content of offers, orders and comparable information carriers. Possible violations of competition law, copyright law, trademark law, design law, patent law, utility model law, data law or other legal regulations are the responsibility of the client.

The client indemnifies SOALGU from any claims of third parties upon first request.

The client and SOALGU commit themselves to consider the legal data protection regulations at any time. Both parties will collect, process or use personal data during the duration of this agreement only for the performance of the duties arising from this agreement and in accordance with the requirements and instructions of the respective other party.

The above limitations of liability also apply in favor of possibly involved legal representatives and vicarious agents of SOALGU.

§ 9 Force Majeure

Cases of force majeure, which prevent the parties in whole or in part from fulfilling their obligations, release both parties from the fulfillment of the respective obligations to the extent of the force majeure until it ceases. The party in which the force majeure has occurred shall immediately notify the other party thereof as well as of the effects on the performance of the obligation.

Force majeure within the meaning of this Agreement shall include, in particular, the outbreak of pandemics or epidemics, strikes and lockouts, floods, fires, war, riots, civil unrest, embargoes or other official interventions, the prevention of which was impossible or unreasonable for the affected party and the occurrence of which could not have been foreseen.

The affected party shall make all reasonable efforts to eliminate, remedy or overcome causes of force majeure in accordance with the above clauses and to resume performance of its contractual obligations as soon as possible.

§ 10 Use of customer accounts

The contract on the use of the customer account, which comes into effect with the registration of the respective customer, has a fixed term of one year in each case. If the contract for the use of the customer account is not terminated in writing by the customer at least one month before the end of the fixed term of one year, the usage contract shall be automatically extended by a further year. For the purposes of the above sentence, fax and e-mail shall also be deemed to be in writing.

§ 11 Miscellaneous

The place of jurisdiction for disputes arising from this agreement is the registered office of SOALGU GmbH. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.