General Terms and Conditions

General Terms and Conditions of LabKontor GmbH

Table of Contents

Scope
Conclusion of Contract
Prices
Payment Terms
Delivery and Shipping Terms
Returns
Retention of Title
Liability for Defects, Warranty
Liability
Final Provisions

1. Scope

These General Terms and Conditions apply to all contracts under which LabKontor GmbH is obliged to make deliveries of any kind in business transactions with companies, legal entities under public law or special funds under public law – hereinafter referred to as the Customer. When placing an initial order, suitable proof of one of the aforementioned statuses (business registration, extract from the commercial register) must be provided. By placing an order, the Customer accepts the following terms and conditions.
These General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and to the extent that LabKontor GmbH has expressly agreed to their validity. This requirement for consent shall apply in all cases, including where LabKontor GmbH performs the delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Customer. Even if LabKontor GmbH refers to correspondence containing or referring to the General Terms and Conditions of the Customer or a third party, this shall not constitute agreement to the validity of such General Terms and Conditions.
Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the Customer's order or in the version most recently communicated to the Customer in text form shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.

2. Conclusion of Contract

The offers contained in the online shop of LabKontor GmbH are always non-binding, i.e. they are to be understood only as an invitation to submit an offer. The Customer's order for the goods constitutes a binding contractual offer. If no units of the product selected by the Customer are available at the time of the order, LabKontor GmbH shall inform the Customer of this immediately in the order confirmation. If the product is permanently unavailable, LabKontor shall refrain from issuing a declaration of acceptance. In this case, no contract shall be concluded. If the product specified by the Customer in the order is only temporarily unavailable, LabKontor shall also inform the Customer of this immediately in the order confirmation.
The Customer may submit the binding contractual offer using the order form integrated into the online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer with regard to the goods contained in the shopping cart by clicking the button that completes the ordering process (“Order with obligation to pay”). However, the offer may only be submitted and transmitted if the Customer accepts these contractual terms by clicking the “Accept GTC” button and thereby incorporates them into the offer. The Customer may also submit the offer to Labkontor GmbH by telephone, fax, email, post or online contact form. In the event of such contact by telephone, fax or email aimed at concluding a contract, LabKontor GmbH shall send the Customer, in text form and together with these General Terms and Conditions, a time-limited contractual offer which the Customer may accept in text or written form within the period specified in the respective offer letter. The contract shall only be concluded upon the Customer's declaration of acceptance within the specified period.
Unless otherwise stated in the order and Section 2.2, LabKontor GmbH shall be entitled to accept this contractual offer within 14 days by sending a confirmation. The period for acceptance of the offer begins on the day following dispatch of the offer by the Customer and ends upon expiry of the fourteenth day following dispatch of the offer. If LabKontor GmbH does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer shall no longer be bound by the declaration of intent.
If an offer is submitted via the online order form of LabKontor GmbH, the contract text shall be stored and sent to the Customer immediately after submission of the order together with these General Terms and Conditions in text or written form (e.g. email, fax or letter) (order confirmation). In addition, the contract text shall be archived on the website of LabKontor GmbH and may be accessed by the Customer free of charge via the password-protected customer account by entering the corresponding login details, provided that the Customer created a customer account in the online shop of LabKontor GmbH before submitting the order.
Order processing and communication shall take place by email. The Customer must ensure that the email address provided for processing the purchase is correct so that emails sent by LabKontor GmbH can be received at this address. When using SPAM filters, the Customer must ensure that all messages sent for the purpose of processing the contract can be delivered.
Individual agreements made with the Customer in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or the written confirmation of LabKontor GmbH.
Employees of LabKontor GmbH are not authorised to make oral ancillary agreements (in particular assurances) that go beyond the written contract.
In the event that LabKontor GmbH agrees, at the Customer's request, to cancel an order without there being any defect in delivery or fault in delivery on the part of LabKontor GmbH, LabKontor GmbH shall be entitled to charge the Customer for all costs/damages incurred as a result of the cancellation (e.g. vis-à-vis a supplier), including compensation for the profit lost by LabKontor GmbH. In addition, LabKontor GmbH shall be entitled to charge a processing fee of 10 % of the value of the goods, but at least EUR 20.00 plus the applicable statutory value added tax.

3. Prices

Prices are stated net and in euros and are ex place of performance, plus the applicable statutory value added tax. The costs of packaging and freight, additional services or special services shall be borne by the Customer.
The prices specified in the order confirmation are binding. However, notwithstanding the prices stated in the offer or order confirmation, LabKontor GmbH shall be entitled to adjust them accordingly if production-related price increases of more than 5 % have occurred by the time of delivery.
However, where the agreed prices are based on the list prices of LabKontor GmbH and delivery is to take place more than four months after conclusion of the contract, the list prices applicable at the time of delivery shall apply, in each case less any agreed percentage or fixed discount and plus the applicable shipping costs.
For deliveries to countries outside the European Union, additional costs may arise in individual cases for which LabKontor GmbH is not responsible and which must be borne by the Customer. These may include, for example, costs for the transfer of funds by financial institutions (e.g. transfer fees, exchange fees) or import duties/taxes (customs duties).
Such costs relating to the transfer of funds may also arise if delivery is not made to a country outside the European Union but the Customer makes payment from a country outside the European Union.
LabKontor GmbH shall be entitled to request instalment payments if it has provided partial services or if the Customer has delayed performance by LabKontor GmbH.
The invoice may be created and transmitted electronically in accordance with Section 14 (1) UStG (Section 14.4 (1) sentence 3 UStAE) and Article 5 of the German Tax Simplification Act 2011 of 1 November 2011 (Federal Law Gazette I p. 2131). The Customer agrees to electronic invoicing and receipt of invoices and shall provide LabKontor GmbH with a current email address to which electronic invoices may be sent. An electronic invoice shall be deemed delivered upon dispatch to the email address used/provided, provided that LabKontor GmbH does not receive notification that delivery has failed. The Customer shall inform LabKontor GmbH in good time of any change to the email address used for invoicing.

4. Payment Terms

Unless otherwise agreed, deliveries and services are payable within 14 days of the invoice date. Thereafter, the invoice shall be due without deduction. Upon expiry of 30 days after receipt of the invoice or receipt of the service, the Customer shall be in default in accordance with Section 286 (3) BGB. If the Customer is in default, the invoice amount shall bear interest during the period of default at the applicable statutory default interest rate. In this case, LabKontor GmbH expressly reserves the right to claim further damages caused by default.
Payment by cheque or acceptance is excluded. LabKontor GmbH shall, particularly in the case of new customers, but also within ongoing business relationships, be entitled at any time to make delivery in whole or in part only against advance payment. A corresponding reservation shall be declared by LabKontor GmbH no later than with the order confirmation. In the case of advance payment, LabKontor GmbH shall inform the Customer of its bank details in the order confirmation. The invoice amount must then be transferred to the stated account within 8 days.
The assertion of rights of retention and set-off by the Customer shall only be permissible insofar as the counterclaims are undisputed or have been legally established. In the event of defects in the delivery, the Customer's counter-rights shall remain unaffected.
LabKontor GmbH shall be entitled to make outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, circumstances become known which are likely to materially reduce the Customer's creditworthiness and which jeopardise payment of the outstanding claims arising from the respective contractual relationship, including other individual orders to which the same delivery terms apply.
The various payment options are explained in more detail to the Customer in the online shop.
Unless advance payment has been selected as the payment method (see Section 4.2), the Customer may make payment by direct debit (SEPA direct debit) or by invoice. LabKontor GmbH reserves the right to implement additional payment options.
When paying by direct debit, the Customer must ensure sufficient funds are available in the account. If the direct debit is not honoured due to insufficient funds or because incorrect bank details were provided, or if the Customer objects to the debit without being entitled to do so, the Customer shall bear the fees incurred as a result of the reversal by the respective financial institution, provided that the Customer is responsible for this.

5. Delivery and Shipping Terms

The delivery obligations of LabKontor GmbH are subject to correct and timely delivery to LabKontor GmbH itself, unless the incorrect or delayed delivery to LabKontor GmbH is attributable to intent or gross negligence on the part of LabKontor GmbH.
Goods shall be delivered by shipment to the delivery address specified by the Customer, unless otherwise agreed. A flat-rate shipping charge of EUR 18.00 shall be charged for orders with an order value below EUR 250.00. For an order value above EUR 150.00, no additional shipping costs shall apply.
If a delivery period is not expressly designated as binding by LabKontor GmbH, it shall only be deemed approximately agreed. The delivery period shall be extended by the period between the date of conclusion of the contract and the date on which all technical and other details of the order have been clarified and any required documents have been provided, as well as by periods during which the Customer is in default with the fulfilment of other contractual obligations (e.g. advance payment).
LabKontor GmbH shall be entitled to make partial deliveries and provide partial services insofar as these are not unreasonable for the Customer.
The delivery period shall be extended appropriately – including during a period of default – in the event of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which LabKontor GmbH is not responsible (in particular operational disruptions, strikes, lockouts or disruption of transport routes), insofar as such obstacles have a significant impact on the intended delivery. This shall also apply if such circumstances occur at suppliers or subcontractors. LabKontor GmbH shall inform the Customer promptly of the beginning and end of such obstacles. The Customer may request a declaration from LabKontor GmbH as to whether it intends to withdraw from the contract or deliver within a reasonable period. If LabKontor GmbH does not issue such a declaration without undue delay, the Customer may withdraw from the contract. Claims for damages shall be excluded in this case.
With regard to timely deliveries, LabKontor GmbH shall only be liable for its own fault and that of its agents. LabKontor GmbH shall not be liable for delivery delays caused by its upstream suppliers. In this respect, LabKontor GmbH undertakes to assign any claims for compensation against the upstream supplier to the Customer.
The place of performance shall be the registered office of LabKontor GmbH. Shipping and insurance of the goods shall be carried out at the Customer's request and expense from the place of performance. The selection of the shipping route and means shall be at the discretion of LabKontor GmbH. The method of shipment and packaging shall be subject to the due discretion of LabKontor GmbH. Additional costs caused by special shipping requests of the Customer shall be borne by the Customer.
Risk shall pass to the Customer upon handover of the goods to the carrier. This shall also apply to partial deliveries and carriage-paid deliveries.
Collection of the goods by the Customer is excluded. 
If shipment or an agreed collection is delayed at the Customer's request, the goods shall be stored at the Customer's expense and risk. In this case, notification that the goods are ready for shipment shall be equivalent to shipment. Upon storage, the invoice for the goods shall become immediately due.

6. Returns

For sealed, originally packaged, unused goods that are regularly requested, there is in principle the possibility that LabKontor GmbH will accept their return for credit within 14 days upon a separate request by the Customer. The option to return goods is expressly subject to acceptance of the corresponding request by LabKontor GmbH.
The goods must be securely packaged and returned carriage paid to LabKontor GmbH, together with a copy of the corresponding invoice and/or delivery note. Excluded from this are custom-made products, special orders, chemicals, goods that are not standard items or are subject to special storage conditions (e.g. below room temperature), as well as goods with an expiry date. Further exceptions to the voluntarily granted return option are possible. In the case of such exceptional products, it shall additionally be stated that returns are not possible. For returns that are not in the original packaging, show signs of use or defects, or have not been returned to LabKontor GmbH within the 14-day return period, processing costs amounting to 10 % of the value of the goods shall be charged.
Returns shall be made at the Customer's risk and expense. Goods sent carriage forward will not be accepted.
Chemicals may only be returned in the event of a justified complaint and, following prior agreement, in their original packaging with the original seal intact. If goods are returned without the original seal intact, LabKontor GmbH reserves the right to charge inspection and processing fees.

7. Retention of Title

The goods shall be delivered subject to retention of title pursuant to Section 449 BGB. The goods shall remain the property of LabKontor GmbH until full payment of all claims, including future claims.
The Customer's claim arising from the resale of goods subject to retention of title is hereby assigned to LabKontor GmbH in advance, irrespective of whether the goods subject to retention of title are resold to one or more purchasers. The assigned claim shall serve as security only up to the value of the respective goods subject to retention of title that have been sold.
The Customer shall be entitled and authorised to resell and otherwise dispose of the goods subject to retention of title on the condition that the purchase price claim arising from the resale (7.2) is transferred to LabKontor GmbH.
The Customer shall be entitled to collect the claim arising from the resale despite the assignment. LabKontor GmbH's authority to collect the claim shall remain unaffected by the Customer's authorisation to collect. LabKontor GmbH shall not collect the claim provided that the purchaser duly fulfils its payment obligation.
The purchaser is not permitted to transfer ownership of the goods by way of security or to pledge the goods.
The Customer shall inform LabKontor GmbH immediately of any access by third parties.
In the event of conduct by the Customer in breach of contract – in particular non-payment of the purchase price when due – LabKontor GmbH shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand surrender of the goods on the basis of the retention of title. If LabKontor GmbH exercises its right to demand surrender, this shall only constitute withdrawal from the contract if LabKontor GmbH expressly declares this to the Customer in writing.

8. Liability for Defects, Warranty

The delivered items must be carefully inspected immediately upon delivery to the Customer or to a third party designated by the Customer. With regard to obvious defects or other defects that would have been identifiable during an immediate and careful inspection, the delivered items shall be deemed approved by the Customer unless LabKontor GmbH receives written notification of defects within 7 (seven) working days after delivery. With regard to other defects, the delivered items shall be deemed approved by the Customer unless LabKontor GmbH receives notification of the defect within 7 (seven) working days after the time at which the defect became apparent; notifications of a defect must describe the defect in detail and precisely; however, if the defect was already apparent at an earlier time during normal use, this earlier time shall be decisive for the commencement of the notification period. At the request of LabKontor GmbH, a rejected delivery item must be returned carriage paid to LabKontor GmbH. In the event of a justified notification of defects, LabKontor GmbH shall reimburse the costs of the least expensive shipping method; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of its intended use.
In the event of a defect, LabKontor GmbH shall, at its own discretion, be entitled to subsequent performance by remedying the defect or delivering defect-free goods. LabKontor GmbH shall bear the expenses necessary for the purpose of subsequent performance.
LabKontor GmbH shall be entitled to make the subsequent performance owed conditional upon the Customer paying the purchase price due. The Customer shall be entitled to withhold a reasonable portion of the purchase price in proportion to the established defect.
The Customer undertakes to provide LabKontor GmbH with the time and opportunity required for subsequent performance and – insofar as necessary – to hand over the rejected goods for inspection purposes. If a request to remedy a defect subsequently proves to be unjustified, the Customer shall reimburse LabKontor GmbH for the costs incurred as a result.
The warranty period shall be one year from delivery or, where acceptance is required, one year from acceptance. The statutory limitation periods shall apply to claims for damages by the Customer arising from injury to life, body or health as well as from intentional or grossly negligent breaches of duty by LabKontor GmbH or one of its agents.
The warranty obligation shall cease to apply if the Customer – without the prior written consent of LabKontor GmbH – modifies the delivery item or has it modified by third parties and this makes remedying the defect impossible or unreasonably difficult. The Customer shall bear the additional costs of remedying the defect resulting from the modification.
Claims by the Customer for damages or reimbursement of wasted expenses shall, even in the event of defects, only exist in accordance with Section 9 and are otherwise excluded.
Any delivery of used items agreed with the Customer in an individual case shall be made with exclusion of any warranty for material defects.
Specifications and other product-related documents are provided solely as non-binding information for the Customer. They do not constitute warranted characteristics or guarantees. The Customer is obliged to inspect the goods upon receipt, under its own responsibility, for suitability and conformity with the agreed requirements.

9. Liability

The Customer's liability for damages, irrespective of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties in contractual negotiations and tort, shall, insofar as fault is relevant in each case, be limited in accordance with this Section 9.
LabKontor GmbH shall not be liable in cases of ordinary negligence on the part of its corporate bodies, legal representatives, employees or other agents, unless this concerns a breach of material contractual obligations. Material contractual obligations include the obligation to deliver and install the delivery item on time, its freedom from defects in title and from material defects that impair its functionality or usability to more than an insignificant extent, as well as advisory, protection and care obligations intended to enable the Customer to use the delivery item in accordance with the contract or to protect the life or limb of the Customer's personnel or the Customer's property from significant damage.
Insofar as LabKontor GmbH is liable for damages on the merits pursuant to Section 9.2, this liability shall be limited to damage which LabKontor GmbH foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which it should have foreseen if exercising customary due care. Indirect damage and consequential damage resulting from defects in the delivery item shall furthermore only be compensable insofar as such damage is typically to be expected when the delivery item is used for its intended purpose.
In the event of liability for ordinary negligence, LabKontor GmbH's obligation to pay compensation for property damage and any further financial loss resulting therefrom shall be limited to an amount of EUR 3 million per claim, even where a material contractual obligation has been breached.
The foregoing exclusions and limitations of liability shall apply to the same extent in favour of the corporate bodies, legal representatives, employees and other agents of LabKontor GmbH.
Insofar as LabKontor GmbH provides technical information or advisory services and such information or advice does not form part of the contractually agreed scope of services owed by it, this shall be provided free of charge and with exclusion of any liability.
The limitations of this Section 9 shall not apply to the liability of LabKontor GmbH for intentional conduct, guaranteed characteristics, injury to life, body or health, or under the German Product Liability Act.

10. Final Provisions

If the Customer has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between LabKontor GmbH and the Customer shall, at the option § of LabKontor GmbH, be Moormerland or the Customer's registered office. However, for actions brought against LabKontor GmbH in such cases, Moormerland shall be the exclusive place of jurisdiction. Mandatory statutory provisions concerning exclusive places of jurisdiction shall remain unaffected by this provision.
The relationship between LabKontor GmbH and the Customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
Insofar as the contract or these General Terms and Conditions of Delivery contain gaps in their provisions, those legally effective provisions shall be deemed agreed for the purpose of filling such gaps which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the gap.