General terms and conditions of DMSZ GmbH

General terms and conditions of DMSZ GmbH and particular conditions for the auditation of management systems by DMSZ GmbH, hereinafter termed “DMSZ”, with its contracting partners, hereinafter termed “clients”. DMSZ GmbH Deutsche Managementsystem Zertifizierungsgesellschaft, Griesheim www.dmsz.de

1. Scope
These conditions apply to contracts agreed between DMSZ and its clients, unless it is otherwise agreed in writing or so prescribed by statutory instruments. In the following text, audits are referred to as “audits”, auditors and experts are referred to as “auditors” and reports on audits are referred to as “audit report”.

2. Auditation of management systems
DMSZ audits the management system of its clients, or parts thereof, with the goal of determining its conformity with agreed requirements, including the effectiveness of the system. The client receives an audit report and a DMSZ certificate or confirmation. DMSZ is independent, neutral and objective in its auditation. Audits are performed at the client’s place of operations. The type, extent and time schedule of the procedure are subject to separate agreement by the parties. If nonconformities with the requirements of the respective standard or specification are identified during an audit, the corrective actions must demonstrably be carried out by the client within the time frame specified in the reference document or by an appropriate agreed deadline, before a DMSZ certificate can be issued. DMSZ strives to minimize any disturbances of the business process while conducting the audit on the client’s premises.

3. Selection of auditors
The number and choice of auditors is incumbent upon DMSZ, who will nominate the auditor(s) and provide their abbreviated biographies to the client. DMSZ commits itself to use only auditors who are suitable for the task on the basis of their technical qualifications, their experience and their personal abilities. They are authorized auditors for the required standard(s) or specification(s) and have appropriate experience in the client’s area of operation as well as in management and auditing. The client is entitled to reject the auditor(s) proposed by DMSZ without specifying any reasons. In that case, DMSZ will submit a new proposal. The entitlement to reject auditors may be exercised only once at the beginning of both the preparatory and the surveillance phase. Should an auditor become unavailable immediately before or during the audit, the two parties shall mutually agree on how to proceed.

4. Rights and obligations of DMSZ

4.1. Confidentiality and data protection
DMSZ commits itself to confidentiality concerning all information made available to it in the context of its activities on the client’s premises, whether this information relates to internal matters of the client or to its business relations. This also applies to verbal and written results of the audit. DMSZ only passes information to third parties with the written authorization of the client. DMSZ retains records associated with audits for a minimum of one certification cycle (usually three years). These commitments also apply after termination of the contract. DMSZ provides a secured web portal on its homepage with the intention of making essential data of completed audits available for clients or the concerned auditor. Participating within this portal is only possible after setting up an account and with usage of the requested password. In any case we need an electronic or written consent.

4.2. Accreditation and authorization
DMSZ is authorized by various accreditation bodies and authorities to issue audit reports and certificates according to various standards and specifications. This includes the obligation to allow employees or auxiliary persons of these bodies to participate in audits. In so far as this is essential for accreditation procedures, DMSZ allows these individuals access to both its own documents and order-related data. These employees are sworn to secrecy. Whenever individual standards or specifications explicitly require, order-related data and audit results are passed on to these bodies. In this case, the client’s assent is presupposed.

4.3. Liability
DMSZ may be held liable only in case of intent and gross negligence. This also applies to its vicarious agents and auxiliary persons. Upon request, DMSZ will provide evidence of liability insurance for contracted services.

4.4. Limitation of liability
In cases where any liability on behalf of DMSZ may arise, it is limited to a maximum of EUR 100,000 per business transaction and EUR 250,000 per calendar year.

4.5. Publicity
DMSZ maintains and publishes a register of all consented clients holding a current DMSZ certification. The client has a choice to refuse this offer. This publication contains the name and address of the certified organization as well as the scope and reference standard/specification. Furthermore DMSZ is allowed to use officially issued certificates for references or advertising purposes. The client’s consent to this publication is granted by accepting our proposed offer.

4.6. Effectiveness of certified management systems
DMSZ verifies the effectiveness of the client’s certified management system by performing regular audits (usually on an annual basis). Should DMSZ receive information from third parties which dispute the conformity or effectiveness of a management system it has certified, it is entitled to perform additional, non-routine audits after consulting with the client concerned. This also applies to extending scopes. In legally regulated areas, DMSZ is entitled to perform additional, unannounced audits, whenever justified.

4.7. Scheduling appointments
DMSZ and the client schedule appointments as far in advance as possible. Appointments are confirmed in writing. In case a confirmed appointment cannot be maintained by reason of the client, DMSZ may charge the client for expenditures actually incurred in preparing for this appointment.

5. Rights and obligations of the client

5.1. Management system
The client must implement and maintain a documented management system which fulfils the requirements of the standard or specification upon which it is based. All actions necessary to ensure the stability and effectiveness of the management system must be carried out and documented.

5.2. Duty of disclosure
The client ensures that DMSZ has access to all necessary information and the requisite facilities to fulfill its task and commits all nominated representatives and employees to provide the auditor with accurate and complete information in a timely manner concerning all processes which may be significant to the auditation. Within the scope of certified management systems, all records relating to complaints and their corrective actions must be presented to DMSZ upon request.

5.3. Notification of changes
The client is obliged to inform DMSZ without delay of any changes which may influence the certified management system. This applies in particular to the purchase/sale of parts of the company, any change in ownership, changes in the area of operations, fundamental alterations in processes or the filing for bankruptcy or composition proceedings. In any of these cases, DMSZ will consult with the client and examine how the certificate may be maintained.

5.4. Confidentiality and secrecy
The client is permitted to forward the audit report in its entirety. The forwarding of extracts is not permitted. The documents provided to the client by DMSZ, including the DMSZ certification symbol, are protected by copyright. The client explicitly acknowledges that all documents which are provided or made available by DMSZ for examination remain the property of DMSZ, and that they will be used only for the needs of the company and not made available to third parties or to be used for purposes other than those agreed upon. The client is obliged to maintain strict confidentiality about any information revealed within the terms of this agreement as well as of all knowledge of matters relating to DMSZ, its employees and auditors. This obligation also applies after termination of the contract. The client similarly accepts this obligation on behalf of any vicarious agents and auxiliary persons.

5.5. Independence of the auditation
The client is obliged to avoid anything which might compromise the independence of the employees and auditors of DMSZ. This applies in particular to offers of consultancy, of employment both salaried and free-lance, to separate agreements about fees or other monetary rewards.

5.6. Matrix certification
Applying the Matrix certification, the client is committed to inform DMSZ in written form of any changes according to sites which do have an influence on this method of certification not later than four weeks before the next incoming audit.

6. Services, prices and terms of payment
The client acknowledges the General Business Conditions of DMSZ and the Pricelist in their current versions, unless stipulated otherwise in a contract. Invoices will be issued following each stage of performance and are due for payment in full within fourteen days from the date of the invoice, without deductions. In case of delayed payment, DMSZ is entitled to charge interest at the current bank rate.

7. Certificates and certification symbols

7.1. Issuance and use
DMSZ is obliged to grant a certificate and deliver it up to the client upon fulfillment of all certification requirements and contractual obligations. The certification decision is the sole responsibility of DMSZ, based on the auditor’s recommendation for issue, as recorded in the audit report. Usually, DMSZ certificates are valid for a period of three years, commencing from the day conformity is verified. Certificates and certificate symbols may be used for promotion. Such use is restricted to the scope and the period of validity of the certification. Certificate symbols may not be attached directly to a product or used in such a way as to give rise to the impression of being related to the conformity of a product with the standard or specification on which they are based. DMSZ is obliged to ensure correct use of certificate symbols to the best of its ability. Certificates and certificate symbols may not be transferred to successors in title or other organizations. After a certification has been suspended, withdrawn or annulled, the client must desist from any promotion making use of the certification. The client commits to return the certificate following withdrawal or annulment. The right of retention is precluded. Only individuals so authorized by DMSZ may reproduce or alter certificates and certificate symbols.

7.2. Non-issuance of certificates
DMSZ may only issue certificates if all requirements have been fulfilled following the auditation. In case of non-fulfillment, the auditor documents the shortcomings in a nonconformity report or announces the restraints which must be complied with in order for a certificate to be issued. All nonconformities or restraints must be eliminated or complied with within three months. If necessary, DMSZ will repeat the audit in full or in part. The resulting costs will be invoiced in accordance with the current price list, based on the effort required. If the nonconformities have not been eliminated within this period of three months, or if the prerequisites for the granting of a certificate have not been achieved even after two follow-up audits, the certification procedure is concluded by issuing a report without a certificate.

7.3. Suspension, withdrawal, annulment and limitation of a certificate

a) Suspension:
DMSZ is entitled to suspend a certificate for a limited period of time if the client demonstrably violates contractual or financial obligations towards DMSZ, particularly if:
- Corrective actions to the management system have not been demonstrably and effectively implemented within the agreed-upon time frame;
- The appointments suggested by DMSZ for audit neces-sary for the maintenance of the certification have not been complied with and the usual time limit of twelve months since the previous audit has thereby been ex-ceeded;
- DMSZ has not been informed in a timely manner about planned changes to the management system and other changes which affect the system’s conformity with the standard or specification which forms the basis for the auditation;
- A DMSZ certificate or a certification symbol has been used in a misleading manner.

DMSZ first announces a possible suspension in writing. If the reasons for the suspension are not eliminated within two weeks, DMSZ informs the client in writing about the suspension of the certification stating the reasons as well as the corrective actions necessary for the certification to be reinstated. Certifications are suspended for a restricted period (usually a maximum of 90 days). If the required measures have been implemented demonstrably and effectively by the established deadline, the suspension of the certification is cancelled.

b) Withdrawal:
DMSZ is entitled to withdraw certificates after giving written notice of intent or to declare them invalid if:
- The suspension period of the certificate has been ex-ceeded,
- The conformity of the management system with the stan-dard or specification on which it is based is not ensured;
- The client continues to use the certification for promotion following the suspension of the certificate;
- The client uses the certification in such a way as to undermine the reputation of the certification body;
- The preconditions which led to issuing the certificate no longer apply or the client is not prepared to eliminate nonconformities;
- The client effectively terminates the contractual relationship with DMSZ.

c) Annulment:
DMSZ is entitled to annul certificates, or retroactively declare them invalid, if:
- It subsequently turns out that the preconditions required for issuance of the certificate had not in fact been fulfilled;
- The client has compromised the certification proce-dure so that the objectivity, neutrality or independence of the audit result are in question.

d) Limitation:
DMSZ is allowed to limit the scope of a certification in case of any profoundly non-compliances, which have been caused by the client’s apparent inattention to fulfill specific requirements, in order to exclude concerned parts and to succeed a certification for the respective standard at all. Such a limitation has always to be compliant to the respective standard’s requirements.

8. Appeals and complaints
Every has a right to submit an appeal or a complaint against a decision or a disagreement between client and DMSZ or the client’s auditor.

Appeals: Every client has a right to have services performed within the agreed scope in such a way that expectations and requirements are fulfilled. In case of non-fulfillment, DMSZ requests information necessary for improvements.

Complaints: Complaints may be expressed verbally or in writing to any DMSZ employee. If a solution cannot be worked out with the individuals concerned, the Quality Representative of DMSZ or the managing directors, the DMSZ Board of Arbitration may be appealed to in writing.

9. Board of Arbitration
The DMSZ Board of Arbitration may be appealed to in the case of complaints and in cases of dispute over evaluations or the issue, suspension or withdrawal of a certificate. Prerequisite is an agreement by both parties to have the matter in dispute resolved without resorting to legal action (arbitration agreement), along with a jointly-prepared written presentation of the situation. The Board of Arbitration consists of three individuals. The two parties nominate one arbitrator each. The umpire is nominated jointly by the two arbitrators and must have the qualification for judgeship according to German law. The Board of Arbitration may be invoked by written application to the senior management of DMSZ. The full particulars are governed by DMSZ‘s rules of procedure for the Board of Arbitration (arbitration regulation).

10. Duration and termination
The agreement is concluded for an unlimited period of time on the date of placing the order. The client may issue a written notice of termination a minimum of one month in advance without stipulating any particular reasons. In the case of termination by the client, DMSZ reserves the right to charge for services already provided. DMSZ may only terminate upon good cause shown, particularly in case of contravention of clauses 5, 6 and 7.

11. Jurisdiction and applicable laws
Court of jurisdiction is Darmstadt/Germany. German law applies in all respects.

12. Diverging agreements
Diverging or supplementary agreements have to be made in writing. Should any individual provision or any part of any provision be or become void, illegal or unenforceable, the validity of the remaining provisions hereof shall in no way be affected. In such cases, the void and/or illegal and/or unenforceable provision or provisions shall be replaced by relative provisions coming as close as possible to the sense and spirit and purpose of this agreement.

13. Additional conditions
In addition to the provisions stipulated above, specific requirements of individual standards or specifications and their complementary interpretations obtain in their current versions.

DMSZ GmbH
Deutsche Managementsystem Zertifizierungsgesellschaft mbH
Wilhelm-Leuschner-Straße 28
64347 Griesheim
Germany

July, 2011