Status: 12th of April 2019
Status: 12th of April 2019
General Business Conditions of DQS GmbH, hereinafter termed “DQS”, for freely contracted services, particularly assessment and audit activities on behalf of contracting parties, hereinafter termed “client”.
DQS performs certification, audit and assessment services on behalf of their client.
Notwithstanding individual agreements to the contrary, the client accepts the General Business Conditions and prices of DQS, as well as the “DQS Auditing and Certification Regulations” in their current issue at the time of order placing. A client’s contrary or deviating business conditions shall only be binding in case of express written acceptance by DQS.
DQS certifies, audits and assesses the management system of the client, or parts thereof, with the goal of evaluating its conformity with specified or agreed requirements, including the effectiveness of the system or parts thereof. The client receives a written expertise and/or a DQS certificate, respectively a declaration of conformity or other attestation. As a matter of principle, assessments are performed at the clients’ place of operations. DQS is independent, neutral, and objective in their audits. Performance of services is subject to the provisions laid down in the current issue of the “DQS Auditing and Certification Regulations”, www.dqs.de, which are binding for both parties. Scope and extent of services delivered by DQS are specified in writing at the time of order placing; partial delivery is permitted.
Parties agree on the exact dates of the proceeding separately. Where during proper performance of the order, changes and/or expansions to the original extent of the order are identified, these additions shall be agreed upon in writing by both parties in advance. Insofar as changes or expansions make it unreasonable for the client to adhere to agreed provisions, they have the right to withdraw from the contract. In doing so, however, the client is required to pay the fee agreed or, where there is no such agreement, a suitable fee.
The client shall make available to DQS all information and documents necessary for the contracted services to be delivered; completely, diligently, and in a timely manner. The client shall point out all procedures and circumstances that may be significant to the delivery of contracted services, without prompting. Unless the above mentioned items have been complied with, the delivery of services will take place at the sole risk of the client, provided there is no contributory negligence on the part of DQS.
DQS observes business confidentiality, taking precautions to ensure that written expertises or any other facts or documents made available in the context of service delivery regarding the client and the subject matter are not forwarded, exploited, or publicized without authorization. DQS may copy written documents, which have been made available to it for review or during service provision, for its own records. Insofar as written expertises, evaluation results, etc. have been created in the context of the order, which are subject to copyright protection, DQS grants the client a non-exclusive, non-transferrable right of use, as far as necessary in accord with the contractually prescribed purpose. No further rights are granted; in particular, the client is not authorized to modify written expertises, evaluation results, and the like. DQS also processes and uses personal data for their own purposes within DQS Group only. To this end, DQS also employs automatic data processing systems. In order to comply with the data security requirements of Article 32 of the General Data Protection Regulation (GDPR), DQS has implemented measures of a technical and organizational nature designed to ensure the security of stored data and data processing. Employees involved in processing have committed themselves to the strict adherence to all applicable provision of the GDPR and all relevant data security regulations.
The warranty of DQS covers only the services expressly stated in the order. In the case of certification services, DQS is obliged to issue the certificate, provided the respective preconditions have been fulfilled. Insofar as DQS provides general services, the parties agree that DQS owes only services, not any specified success. Any decisions based upon the services delivered are incumbent upon the client alone, within their own sphere of risk and decision-making.
Irrespective of legal basis, DQS, its vicarious agents and auxiliary persons, may be held liable for damages only in case of intent or gross negligence, or in case of negligent breach of an essential contractual duty (“material duty”). In case of a breach of essential contractual duties, the liability of DQS is always limited to the extent of the foreseeable damage typical for the contract at the time of its closing. Liability for collateral damages, to include collateral damage typical for the contract, is exempt. Otherwise, the liability of DQS is limited to twice the value of the order value, with a maximum of EUR 100,000 per business transaction and EUR 250,000 per calendar year.
For the calculation of services, the respective and currently valid prices of DQS apply, unless a fixed fee or other basis for calculation has been expressly agreed upon. Invoices will be issued following each stage of performance and are due for payment in full within ten days from the date of the invoice, without deduction. In case of delayed payment, DQS is entitled to charge interest at the current bank rate.
DQS reviews its prices on a regular basis. If rising overhead or procurement costs require an adaption of current prices, the increase will be notified 4 months before it takes effect. Price increases or other fees by third parties like IATF, OASIS, reporting- and certification fees and other charges are excluded from notice 4 months in advance. Existing prices will still apply to services that have already been confirmed in writing.
DQS and the client schedule appointments for audit as far in advance as possible. Appointments are confirmed in writing. In case a confirmed appointment cannot be maintained by reason of the client, DQS may charge the client for expenditures actually incurred in preparing for this appointment.
If the client cancels less than eight weeks before the date of service provision, DQS shall bill the client 80% of the contract’s value, including travel costs incurred and cancellation fees.
If the client cancels fewer than seven working days before the date of service provision, DQS shall bill the client 100% of the contract’s value, including travel costs incurred and cancellation fees.
The contract is concluded for an unlimited period of time on the date of order placing. The client may issue a written notice of termination a minimum of six weeks to the end of the quarter, without giving reasons.
In the case of termination by the client, DQS reserves the right to charge for services already provided. If the client terminates less than eight weeks before the date of service provision, DQS shall bill the client 80% of the contract’s value, including travel costs incurred and cancellation fees.
If the client terminates fewer than seven working days before the date of service provision, DQS shall bill the client 100% of the contract’s value, including travel costs incurred and cancellation fees. DQS may only terminate upon good cause shown.
The court of jurisdiction is Frankfurt am Main. German law applies in all respects. Only the German language version of these Business Terms and Conditions is legally binding upon both parties.
Should any individual provision be or become void, the validity of the remaining provisions hereof shall not be affected. In such cases, the void provision shall be replaced by relative provisions coming as close as possible to the business purpose of the contract, and safeguarding the interests of each party as much as feasible.
In addition to the provisions stipulated above, individual certification services are subject to specific requirements in their currently valid version, as well as their supplementary interpretations. With this issue, all of our previous general business conditions cease to be valid.
Status: 1st of January 2019
These DQS Auditing and Certification Regulations apply to all auditing and certification services offered and rendered to clients of the international DQS Group, including all its subsidiaries and partners. A current list of all members of the DQS Group is available at www.dqs-holding.com. These regulations apply throughout all stages of the auditing or certification process, including but not limited to service offers and quotations, contracts, purchase and/or work orders, schedules and addendums agreed to between DQS and Client, unless it is otherwise explicitly agreed in writing or so prescribed by statutory instruments.
These Auditing and Certification Regulations become effective with immediate effect after their publication and remain valid until a new version is issued and published.
The current version of these regulations is available in German and English language on the website of DQS GmbH (www.dqs.de).
“Client” stands for customers and any organization that inquires about or receives any DQS auditing or certification service, including their representatives, who act on their behalf.
“DQS” stands for any group member of the international DQS Group, including its subsidiaries and partners, who offer and/or deliver auditing and certification services to clients.
“Audit” stands for any systematic DQS activity for obtaining objective evidence and evaluating it objectively to determine the extent to which defined criteria are fulfilled; it may be also referred as “assessment”.
“Auditor” stands for assessors, auditors and experts, who are assigned to an auditing and certification process on behalf of the DQS group.
The auditing and certification of a management system or a product by an independent, competent third party, such as DQS, generates valuable benefits for the client. A DQS certificate will serve as evidence for a suitable and effective management system or compliant product with the capability to continuously meet customer expectations as well as regulatory and statutory requirements. During an audit, qualified and experienced auditors review the management system and its processes or products for ongoing suitability and effectiveness in light of changing markets and environment. By identifying improvement potential, auditors enhance the organization’s ability to meet established goals and objectives, thus enhancing sustainable success for the client. With a DQS certificate customers may place confidence on the client and the certified management system or product, which has been audited and certified to recognized standards and specifications.
These DQS Auditing and Certification Regulations are an integral part of any and all auditing and certification agreements between Clients and DQS. Such agreements will always specify the individual type and nature of services offered and rendered, including pricing and timing. Furthermore, the parties will establish commercial terms, which will usually be specific to the country of service delivery and/or the country of residence of the contractual partners. Such commercial terms may include clauses on legal representation, jurisdiction, liability, tax, terms of payment and others, defined in the agreement itself or a respective reference document and addendum to the agreement.
Whenever a local DQS office provides a service under authorization or accreditation of another DQS office, it acts in name and in behalf on the respective authorized/accredited office. Acceptance of the local offer and signature of the local contract constitutes also a legal binding certification contract between client and authorized/accredited DQS office. Operational, financial and legal responsibility for activities under a specific accreditation remain always under responsibility of the accredited DQS office.
DQS audits the Client’s management system or product, or parts thereof, with the goal of determining its conformity with agreed and acknowledged requirements, such as international, national or sector-specific standards or specifications. The respective certification process may involve one or more steps, usually ending with an audit report, which documents the audit results. In the case of certification services, DQS will issue a customer-specific certificate, confirming conformity to the respective requirements, when the fulfillment of all applicable requirements has been evident. If nonconformities with requirements of the respective standard or specification have been identified during an audit, corrective action shall be planned and carried out by Client within a specified time frame. Certificates will only be issued after the effective deployment of suitable corrective action has been demonstrated. The scope and duration of validity shall be stated on the certificate.
All audit findings are based on a sampling process, targeted towards reliable evidence for effective implementation and compliance of the management system. Further business aspects may exist, positive or negative, which have not been reviewed by the audit team. It is the sole organization´s responsibility to investigate and evaluate the potential impact and scope of findings, thus continuously ensuring full compliance to the applied standard(s). DQS is not liable for any nonconformities of the organization and respective damages.
DQS and Client agree that the evaluation and/or certification of the Client’s management system(s) or products shall be performed in accordance with the applicable standards, the industry related requirements (if applicable) and the Auditing and Certification Agreement, including this document and any documents attached thereto or referred to therein.
DQS is independent, neutral and objective in its audits and certifications. Audits are normally performed at Client’s place of operations (on-site) but may be complemented by remote auditing activities (off-site). The type, extent and time schedule of the procedure are subject to separate agreement by the parties. DQS strives to minimize any disturbances of the business process while conducting the audit on Client’s premises.
In order to obtain and maintain a certificate, the Client shall implement and maintain a documented management system which fulfils the requirements of the selected standard or specification. The Client shall provide evidence of conformity and effectiveness of the audited management system or product, readily available for auditing by the assigned audit team. The Client shall undertake all necessary actions to ensure that the management system is maintained in a conforming and effective manner at all times.
The Client shall be notified of any changes to the certification program or new or revised requirements. In case the certification applies to ongoing production, the Client shall ensure that the certified product continues to fulfill the system or product requirements. DQS shall verify the implementation of changes by the Client and initiate required measures in the certification process.
The Client ensures that DQS has access to all necessary information and the required facilities to perform the assigned audit tasks. The Client commits all nominated representatives and employees to provide DQS with accurate and complete information in a timely manner concerning all processes which may be significant to the certification. This relates in particular to the scope of a certification. Within the scope of certified management systems, all records relating to complaints and their corrective actions shall be presented to DQS upon request.
The Client is obliged to inform DQS without delay of any changes, which may influence the certified management system or the certified products. This applies in particular to the legal, economic or organizational status or the ownership, organization and management, changes to the product or the production method, contact data and production facilities or sites and important changes to the quality management system., the purchase/sale of all or a portion of the company, any change in ownership, major changes in operations, fundamental alterations in processes, incidents such as a serious accident or a serious breach of regulation/legal obligation necessitating the involvement of the competent regulatory authority, or the filing for bankruptcy or composition proceedings. In any of these cases, DQS will consult with Client and determine how the certificate may be maintained.
Client is obliged to avoid anything that might compromise the independence of the employees and auditors of DQS. This applies in particular to offers of consultancy, offers of employment, both salaried and sub-contracted, to separate agreements about fees or other monetary rewards.
Prior to confirmation of the audit date, the Client is entitled to review and reject the auditor(s) assigned by DQS with proper justification. In that case, DQS will assign a replacement for the rejected auditor.
The documents provided to the Client by DQS, including the Marks and the DQS certification symbol, are protected by copyright. Client specifically acknowledges that all documents which are provided or made available by DQS for examination remain the property of DQS, and that they may be used only for the internal needs of Client and not made available to third parties or be used for purposes other than those agreed upon herein or in writing. 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 DQS, its employees and auditors. This obligation also applies after termination of the contract. Client shall not use their certification in any manner that may discredit DQS, nor shall Client issue any statements regarding their certification that the certification administration may regard as being misleading or unjustified. Client similarly accepts this obligation on behalf of any vicarious agents and auxiliary persons. Client is permitted to forward the audit report in its entirety. The forwarding of extracts is not permitted.
With a valid DQS certification, the Client is entitled to use the certificate and respective certification or accreditation marks for promotion purposes according to related rules published at the DQS website.
Authorized use of copyrighted DQS Certified Management System Mark®, the UL Registered Firm Mark® and other Certification or Accreditation Marks shall enhance confidence of customers in the Client’s certified management system and the respective performance. These Marks are frequently used on company stationery, in brochures, the Internet, at exhibitions, on vehicles or in advertisements and are directly associated with the certified organization and its management system or products. The use of certificates and marks is restricted to the scope and the period of validity of the certification and they shall not be used on a product nor product packaging nor in any other way that may be interpreted as denoting product conformity.
Every Client of DQS has the right to have services performed within the agreed scope in such a way that all reasonable expectations and requirements are fulfilled. In case of non-fulfillment, the Client is entitled to file a complaint with the respective DQS Company. DQS will request information necessary for analysis and improvement. In case of a difference of opinion with DQS auditors or a specific certification decision, the Client has the right to submit an appeal to the responsible DQS Company. If a solution cannot be worked out directly with the individuals concerned, Client may make a written appeal for resolution to the Top Management of the contracted DQS Company or, in a last instance, the Board of Arbitration whose decision shall be final.
DQS verifies the conformity and effectiveness of Client’s certified management system by performing regular audits (usually on a semi-annual or annual basis). For these audit purposes DQS has the right to access Client’s facilities within the framework of planned audits, observe operations, inspect processes, products and services, interview employees and representatives, review documents and pertinent records, and to collect information using other audit techniques and methods. Should DQS receive information from third parties which dispute the conformity or effectiveness of a management system DQS has certified, it is entitled to perform additional, non-routine audits after consulting with Client. In legally regulated areas, DQS is entitled to perform additional, unannounced audits, whenever justified.
DQS is authorized by various accreditation bodies and other Government and Non-Government 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. According to the applicable accreditation and authorization rules, DQS allows these individuals access to both its own documents and Client-related data, subject to the confidentiality requirements set forth herein. In addition, whenever individual standards or specifications explicitly require, Client-related data and audit results are passed on to these bodies.
By accepting these Auditing and Certification Regulations the Client consents to the applicable accreditation and authorization requirements, including all of the foregoing. DQS is entitled to assign specific auditing and certification tasks to other DQS Companies holding the required accreditations or authorizations. Whenever certificates are issued by a DQS Company other than the Client’s local DQS partner, all relevant rights and obligations herein apply equally to the accredited and certifying DQS Company.
The assignment of competent auditors is the sole responsibility of DQS. DQS agrees to use only auditors who are qualified for the task on the basis of their technical qualification, their experience and their personal abilities. Auditors shall be authorized for the required standard(s) or specification(s) and will have appropriate experience in Client’s area of operation as well as in management and auditing. In many cases DQS may assign an audit team, comprised of two or more auditors, to a specific auditing or certification process. On request, DQS will submit a short CV of the selected auditor to the Client. Should an auditor become unavailable before or during the audit, DQS will strive to pro-vide a suitable replacement, if feasible.
DQS has the right to schedule audits and certifications of the Client’s management system. Audits shall be scheduled at the mutual convenience of both parties within the time frames mandated by the applicable requirements. Audit dates shall be agreed upon in writing. Once confirmed such audit dates are binding. Individual contractual agreements may include provisions for compensation for cancelling or postponing confirmed audits.
DQS shall issue a DQS Certificate (herein referred to as “Certificate”) and deliver it to Client upon Client’s fulfillment of all certification requirements and contractual obligations. The certification decision is the sole responsibility of the accredited and issuing DQS group company, based on the auditor’s recommendation for issue and all audit results, as recorded in the audit report. DQS certificates are valid for a limited period of time, usually a maximum of three years, commencing from the date of issuance.
DQS commits itself to protect the confidentiality of all confidential information of Client that is not publicly available and that is made available to DQS in the context of its activities on Client’s premises, whether this information relates to internal matters of Client or to its business relations. This also applies to the verbal and written results of the audit. DQS will disclose confidential information to third parties only with the written authorization of Client, unless explicitly provided otherwise in these Auditing and Certification Regulations.
When statutory provisions require, or contractual obligations-permit, disclosure of confidential information, DQS shall notify the Client or the person concerned about it. DQS retains records associated with audits for a minimum of two certification cycles (usually six years). These commitments also apply after termination of the contract.
DQS is entitled to maintain and publish a register of all Clients holding a current DQS certification. This publication contains the name and address of the certified organization as well as the scope and reference standard/specification and certification status. Client hereby consents to the publication of such information hereunder.
Notwithstanding the foregoing, Client hereby authorizes DQS to transmit unencrypted confidential information and other information through the Internet or a public network to e-mail addresses or other locations provided by Client. Client acknowledges that DQS cannot guarantee the privacy and confidentiality of such transmissions. Client agrees that DQS’s transmission of confidential information via the Internet or other public network shall not be a breach of any confidentiality obligation under these Auditing and Certification Regulations and that DQS shall not be liable for any damages resulting from such transmissions, provided that such confidential information is handled with the same degree of care as DQS handles its confidential information. If Client hyperlinks to DQS’s website, Client agrees: (i) the information contained on DQS’s website belongs to DQS; (ii) the linking website will transfer the user directly to DQS’s website as posted by DQS without imposing any frames, browser windows or third-party content; and (iii) the linking web site may not state or imply that Client or its products or services are endorsed by DQS.
DQS issues certificates confirming the conformity of the Client’s management system to selected national and international standards as well as to recognized industry- or customer-specific requirements, when the Client has demonstrated in an audit that all applicable requirements have been fulfilled. The Client is entitled to use the certificate and the related certification marks to promote confidence with business partners. Upon issuance of a Certificate, an ongoing surveillance service will be established to ensure that conformity of the management system is maintained continuously. The establishment and maintenance of certification is contingent upon the execution of the auditing and certification agreement and the continued adherence to its terms and conditions by the Client. Client agrees to cooperate with DQS in ascertaining the facts if it is reported that Client‘s management system, processes, goods or services are not in conformance with regulatory, statutory, certification or other applicable requirements, including sharing such information as Client acquires regarding the reported nonconformance, and to take and report to DQS on any corrective action necessary. Client agrees that the surveillance service, such as advancement audits, and any special audits conducted by DQS are designed to serve only as a check on the means the Client exercises to determine conformance of its management system with certification requirements, and that Client is in no way relieved of its responsibility for its management system, processes, goods and services within the scope of certification. Certificates and Certification Marks may not be transferred to successors in title or other organizations. After a certification has expired or has been suspended, withdrawn or annulled, Client must desist from any promotion or other use of the certification. Client agrees to return the certificate following expiration, withdrawal or annulment. The right of retention is specifically excluded.
Further information on the Marks is available on the website of DQS GmbH (www.dqs.de).
DQS may only issue Certificates if all requirements of the selected standard(s), specifications and contracts have been fulfilled following the certification (initial/re-certification). In case of non-fulfillment, the auditor documents the shortcomings in a nonconformity report and/or otherwise identifies the restraints which must be complied with in order for a certificate to be issued. All non-conformances or restraints shall be eliminated prior to the issuance of a DQS certificate. If necessary, DQS will repeat the audit partially or in full. If the non-conformances have not been eliminated or if the prerequisites for the granting of a certificate have not been achieved even after follow-up audits, the certification procedure will be concluded by the issuance of a report without a certificate.
DQS is entitled to suspend temporarily a Certificate if Client violates certification, contractual or financial obligations towards DQS, including but not limited to:
DQS will notify Client of a proposed suspension in writing. If the reasons for the proposed suspension are not eliminated within two weeks, DQS will inform Client in writing of the suspension of the Certificate stating the reasons as well as the corrective actions necessary for the certification to be reinstated. Certificates 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 Certificate is cancelled. If the required measures have not been implemented within the established deadline, DQS may withdraw the Certificate as set forth below.
DQS is entitled to withdraw Certificates or to declare them invalid upon written notice to Client if:
DQS is entitled to annul Certificates, or retroactively declare them invalid, if:
For some sector specific management system or product certification and assessment services, additional mandatory program requirements may apply, including but not limited to:
Automotive Sector: Annex Automotive
Aerospace Sector: Annex Aerospace
DQS MED programs: DQS Auditing and certification regulations of DQS Medizinprodukte GmbH and its
DQS CFS programs: Specific Conditions for the Assessment of Management System and Product
Certification of DQS CFS GmbH
The Chinese accreditation body CNAS established additional requirements for certification services in the Peoples Republic of China. The binding requirements are described in the Chinese version of these DQS auditing and Certification Regulations.
Status: December 2018