General Terms and Conditions
LABCO GmbH & LABCO BTC GmbH (In the following: LABCO)
$ 1 Scope
The legal relationships of LABCO with its client shall be determined by the following contractual conditions. Any business conditions of the client which deviate from these conditions are non-binding for us, even if we do not explicitly object to them, unless we explicitly acknowledge their terms in writing.
§ 2 Order placement
The assessments, examinations, studies and other services to be performed by LABCO must be precisely determined at the point of order placement in matters of subject and intended purpose. Our offers are subject to change. Sales orders are only firm insofar as we confirm them or as far as we perform the service or delivery; additional oral agreements are only firm if we confirm them in writing. Our employees are not authorised to enter into additional oral agreements or to give oral agreements that go beyond the content of the written contract or amend these general Terms and Conditions to our disadvantage.
§ 3 Fulfilment
LABCO fulfils orders to the best of our knowledge and ability. LABCO renders examination results in accordance with the objective and impartial application of its expertise. LABCO usually fulfils laboratory-related orders with its own personnel and material resources. Otherwise, LABCO is entitled to carry out or have others carry out the examinations, tests, reports and services necessary and common for processing the order, to make inquiries, conduct investigations and prepare or have others prepare photos, drawings and records at its own discretion, exercising all due care and diligence and at the client’s expense, without requiring special consent of the client. Insofar as unforeseen or disproportionately time-consuming and costly investigations become necessary in relation to the purpose of the order, the prior consent of the client shall be obtained. Written reports (e.g. assessments, statements, manuals) are prepared and charged according to ordering. Samples, testing agents and/or other examination items must be delivered carriage-free to LABCO GmbH, Alfred-Nobel-Str. 15, 27612 Loxstedt-Stotel or another location to be designated by LABCO.
§ 4 Client’s duty of cooperation
The client must ensure that LABCO receives all information and data (e.g. invoices, drawings, calculations, correspondence, samples etc.) necessary for order fulfilment free of charge and in a timely manner. LABCO must be informed of any processes and circumstances that can be discerned to be important for order fulfilment in a timely manner and without this information being specifically requested.
§ 5 Prices and payment
Prices do not include any ancillary costs such as statutory VAT, packaging, tariffs, freight, insurance fees etc. The statutory VAT is calculated according to the tax rate currently in force. LABCO reserves the right to amend any calculating and printing errors that may occur during pricing. The prices included in the offer refer to the testing and set-up times that have been inferred from the inquiry. Substantial additional expenses resulting from missing or inaccurate information or client requirements that have changed by the time the order is placed and could therefore not be taken into account in the preparation of the offer shall be recalculated. The client shall be notified of the resulting prices before order fulfilment commences. Unforeseeable additional expenses may result i. e. from a larger number of test specimen, increased costs for test specimen preparation or fixture construction, increased measuring and inspection costs or the like. Our invoices are due for payment immediately and in full. If the invoices are not paid within 14 days (payment term), default shall occur. If the payment term is missed, we shall charge interest at 9 percentage points above the base interest rate to companies and at 5 percentage points above the base interest rate to consumers, subject to the assertion of a claim for further damages. The punctuality of the payment is determined by the receipt of the amount at the point of payment specified by us. Should our contractual claims be at risk due to a lack of solvency on the part of the client, we are entitled to make fulfilment of any orders from the client dependent on advance payment or the provision of security and to rescind the contract after a reasonable deadline has been missed. This shall not apply if the risk was already discernible to us before conclusion of the contract. In case of default, we are further entitled to immediately declare due all claims resulting from the business connection. The client may only charge undisputed or legally valid counterclaims against our claims. A right of retention of the client resulting from previous or other business of the ongoing business connection is ruled out. Exempt from this is the right of retention due to undisputed or legally valid claims.
§ 6 Delivery and service period
Delivery and service deadlines are only binding for us if they are agreed on explicitly and in writing. Should we be unable to meet the agreed deadline due to reasons beyond our control (operational breakdown, strike, lockout, power supply issues, delays with the delivery of essential raw and starting materials etc.), the agreed delivery and service deadlines are extended accordingly. We shall inform the client about this immediately. The client is not entitled to rescission in the described cases. Should there be no way to ascertain in such a case that we will be able to perform the service within two months, both contractual parties are entitled to cancel the contract. The same applies if the obstacles are still present two months after our notice. If the obstacles have already been discernible for us when the contract was closed, we are not entitled to cancel the contract. In the case of a delay in delivery and service, our liability for simple carelessness is limited to 5% of the contract value.
§ 7 Deficient performance, warranty, liability, limitation period
The client is obliged upon acceptance of the service performed by us to immediately examine the service thoroughly for any defects. Should any defects be present, the client must report the defects to us in written or digital form within a period of one week. Should a concealed defect be detected only later on, the client must report the defect to us in the same form as well after one week upon its detection at the latest. Should the client not adhere to the above-mentioned obligation to report the defect, any warranty claims that the client may have cease to apply, unless LABCO is guilty of fraudulent conduct in this regard. The warranty claims are also ruled out, if the client makes any changes to the service performed by us prior to reporting the defect knowing of or in negligent ignorance of the defect. The full burden of proof for all requirements of the warranty claim asserted by the client falls on the client. If the client has reported a defect in time, LABCO is entitled to choose whether to perform warranty by way of compensation or rectification. The client may only demand a reduction or the rescission of the contract if LABCO has failed twice to compensate or rectify the defect despite the supplementary performance having been requested twice and two separate deadlines have been set by the client. Should the faulty performance be negligible, particularly if the defect is only minor, the client is not entitled to rescind the contract. Should the client otherwise declare the rescission of the contract, the client is not entitled to also assert any claim for compensation for the defect. If the client culpably fails to provide us with any opportunity to carry out a supplementary performance or if the client has culpably rendered any supplementary performance impossible, any claim for compensation that the client may have is forfeit. LABCO is otherwise liable for minor violations of contractual obligations only in the case of intent or gross negligence unless we are guilty of and responsible for any bodily harm or any other adverse health effects or the death of the client. In case of a violation of essential contractual obligations through simple negligence, our liability is limited to the immediate average damage that is foreseeable after performance and that has been included in the price as is contractually typical (test stand construction, procurement of the test equipment, test preparation and follow-up, supervision of the test runs and creation of a test report). Insofar as any warranty claims that the client may have are not already ruled out due to non-adherence to the defect report deadline, the client’s warranty claims are limited to one year for companies. The limitation period begins with the date of the delivery of our service to the client. The client’s claims for other violations of contractual obligations are likewise limited to one year for companies. The limitation period applies to claims for damages and not in case of malice or gross negligence or responsibility for bodily harm or other adverse health effects as well as the loss of life of the client. The above-mentioned warranty, liability and limitation regulations also apply if an vicarious agent or legal representative acts on our behalf. However, if a simple vicarious agent for LABCO is only guilty of simple negligence, any liability of LABCO is ruled out.
§ 8 Place of performance and jurisdiction
For clients that are registered traders, legal entities of public law or a special estate under public law, the place of performance and jurisdiction is the headquarters of LABCO in Loxstedt-Stotel if not explicitly agreed otherwise.
§ 9 Final provision
Any changes or amendments to a contract require the approval of both parties in writing. Both contractual parties agree that all rights and obligations of the contractual partners in connection with this agreement are subject to German law. Should any individual conditions or contractual components be invalid, the remaining conditions and contractual components remain unaffected. Insofar as a mandatory law applies, the invalid condition is replaced with a provision that is closest to the invalid condition. The same applies in the case of a gap.
