General Terms and Conditions
§ 1 Scope
The legal relationships between LABCO GmbH and its customers are governed by the following contractual provisions. Deviating customer terms and conditions that we do not expressly acknowledge in writing shall remain non-binding for us, even if we do not explicitly object to them.
§ 2 Order
The expert reports, tests, studies and any other miscellaneous services to be performed by LABCO GmbH shall be defined
with precision at the time the order is placed as regards object and objective.
Our price quotes are non-binding. Customer orders will only be binding for us if we confirm them or if we execute them by performing the service or delivery; verbal side agreements will only be binding if we confirm them in writing.
Our employees are not authorised to make verbal side agreements or to provide verbal confirmations exceeding the content of the written contract, nor to amend these General Terms and Conditions to our disadvantage.
§ 3 Execution
LABCO GmbH will execute the order to the best of its knowledge and conscious. LABCO GmbH produces experimental findings within the scope
of objective and neutral application of its expertise.
LABCO GmbH generally executives orders for lab work with its own personnel and equipment. Otherwise, in order to process the order, LABCO GmbH will have the right to execute - or have executed - at the customer's costs the requisite and standard experiments, trials, preparations and services in line with due diligence; to gather information, to perform searches, to produce photos, drawings and recording or have them produced; in each case without requiring specific consent from the customer. If unforeseen trials become necessary in this context, or if trials become necessary that are disproportionate to time and cost expenditures, then consent will be obtained from the customer in advance. Written preparations (e.g. expert reports, reports, handbooks) will be produced and charged to the customer as laid out in the order placed. Samples, testing equipment and/or other experimental objects shall be delivered free of charge to LABCO GmbH, Alfred-Nobel-Strasse 15, 27612 Loxstedt-Stotel/Germany and/or to another site named by LABCO GmbH.
LABCO GmbH will only return samples, etc. provided by the customer following order execution if doing so is expressly stipulated in writing. Notwithstanding, LABCO GmbH will have the right to return samples, etc. In every case, return will be performed at the customer's cost and risk. If return is not stipulated, then the sample material will be archived and disposed of at the end of the archiving period. The Customer will cover the associated costs.
§ 4 Customer collaboration obligation
The customer shall ensure that LABCO GmbH receives all information, documents (e.g. calculations, drawings, computations, correspondence, samples, etc.) needed for executing the order free of charge and on time. LABCO GmbH shall be notified in time of all incidents and circumstances that are recognisable as being relevant to executing the order without a specific request to do so.
§ 5 Prices and payment
The prices indicated do not include ancillary costs, such as the legally applicable value added tax, packaging, customs, freight, insurance, etc.
The legally applicable value added text will be applied at the respectively current level. LABCO GmbH reserves the right to correct calculation and print
errors that may arise in pricing. The prices laid out in the quote are based on testing and set-up time as inferable from the query. Significant additional
expenditures resulting from missing or imprecise information and/or customer specifications modified before order placement and therefore cannot be accounted
for when producing the quote will be calculated afterwards. The resulting prices will be notified to the customer prior to beginning order execution.
Unforeseeable additional expenditures may be yielded from, to name a few examples, a larger number of test specimens, increased expenditure for preparing
test specimens or equipment set-up, additional measuring and controlling expenditure, etc.
Our invoices are payable in full immediately. Invoices not paid within 20 days (payment deadline) will enter default. If the payment deadline is not met, then we will apply an interest rate of 8 percentage points over the base interest rate to businesses, and 5 percentage points over the base interest rate to consumers; we reserve the right to claim further damages as well. Timely payment will be measured in reference to the point in time at which the sum arrives to the agent we indicate. If our contractual rights are endangered due to the customer's inability to pay, then we will have the right to make the processing of all of the customer's orders dependent upon advanced payment or the provision of collateral, and also to withdraw from the contract after a reasonable grace period has passed without rectification. This will not apply if the hazard was recognisable for us prior to contract conclusion. In the event of payment default, we will furthermore have the right to make all claims from the business relationships payable immediately. The customer may only offset our claims with undisputed counter claims or with counter claims ruled to be legally binding. The customer shall not have a right to retention based on earlier transaction or other transactions from the ongoing business relationship. This does not apply to the right to retention on the grounds of undisputed claims or claims ruled to be legally binding.
§ 6 Delivery and performance times
Delivery and performance times will only be binding for us if they have been agreed upon expressly and in writing. If we are unable to meet a stipulated date based on grounds for which we are not responsible (operational interruption, strike, lock-out, energy supply difficulties, delays in the delivery of significant raw and basic working materials, etc.), then the contractual delivery dates will extend to a reasonable extent. In such case, we will inform the customer immediately. The customer will not have the right to withdraw in the aforenamed cases. If in such case it is not foreseeable that we will be able to provide performance within two months, then both contract parties will have the right to withdraw from the contract. This right will also apply accordingly for cases in which the same grounds apply after two months have passed since our notification. Should the grounds have been recognisable for us at the time of contract conclusion, then we will not have the right to withdraw. In the event of delayed delivery, our liability will be limited to 5% of the order value in cases of simple negligence.
§ 7 Deficient performance, warranty, liability, limitation period
The customer shall check the contractual services we have performed upon acceptance and shall inform us of any potential deficiencies immediately.
If there are deficiencies, then the customer shall report them within a period of one week either in writing or electronically. Should a concealed
deficiency not reveal itself until a later time, then the customer shall notify us no later than one week after this deficiency has become recognisable
as laid out above. If the customer does not meet the aforenamed notification obligation, then all customer warranty rights in relation to this
deficiency will be annulled, unless LABCO GmbH can be accused of malicious conduct to that extent. If the customer is aware of the deficiency
or is unaware of the deficiency on the grounds of wanton negligence and performs modifications to the delivery we provided, then the warranty
rights will be excluded in this case as well.
The customer bears full burden of proof for all prerequisites for the warranty claims the customer makes.
If the customer has reported a deficiency in compliance with the respective deadline, then LABCO GmbH will have the right to provide a replacement delivery or perform rework, as chosen at LABCO GmbH's discretion. The customer may only request payment reduction or withdrawal from the contract if LABCO GmbH has not performed rework or provided a replacement delivery despite two cases of a request to do so from the customer with definition of a deadline.
In cases of merely marginal contract violation, especially in cases involving marginal deficiency, the customer will not have the right to withdrawal. If the customer otherwise declares withdrawal from the contract, then the customer will have no right to make a claim for damage compensation.
If the customer culpably does not provide us with an opportunity for supplemental performance or has rendered supplemental performance impossible, then all customer warranty rights will be annulled.
Otherwise, LABCO GmbH will only be liable for non-significant contractual obligations in cases of premeditation and wanton negligence, unless we can be accused of injury to body or miscellaneous health, or of customer death and we are responsible.
In the event of wanton negligence of significant contract obligations, our liability will be restricted to the direct average damage foreseeable for the service and typically included in the contractual price (test bench construction, procurement of testing equipment, trial preparation/post-processing, oversight for test runs, and the creation of a trial report).
If customer warranty claims have not already been excluded on the grounds of non-compliance with the deadline for deficiency notification, then these rights will expire within one year for businesses. The expiration deadline will begin on the day our service is delivered to the customer. The customer's rights regarding miscellaneous contract violations will also expire in the same manner for businesses within one year. This expiration deadline will not apply for damage compensation claims involving cases of premeditation or wanton negligence or in cases of bodily harm, health damage or customer death for which we are responsible.
The aforenamed warranty, liability and expiration provisions will also apply in cases involving vicarious agents and legal representatives. If a simple vicarious agent working for LABCO GmbH commits merely simple negligence, then LABCO GmbH's liability will be excluded.
§ 8 Place of performance and legal venue
For customers who are full merchants, legal entities under public law or special assets under public law, the place of performance and legal venue will be the headquarters of LABCO GmbH in Loxstedt-Stotel, unless otherwise expressly stipulated in writing.
§ 9 Final clause
Modifications or supplements to a contract must be made in writing and require consent from both parties. The written formality requirement can also
only be modified in writing.
In doing so, both contract parties agree that all rights and obligations of the contract partners in connection with this agreement will be subject to German law.
Should individual conditions or contract components be invalid, then the remaining conditions and contractual components will remain unaffected. The invalid provision will be replaced by a provision whose business effect comes closest to the invalid provision, notwithstanding non-mandatory legal provisions. This will also apply accordingly in the event of a gap.
Updated 30 March 2014