GENERAL TERMS AND CONDITIONS
(1) The following General Terms and Conditions of Sale apply to all contracts with us, LAB LOGISTICS GROUP GmbH, Meckenheim. By placing an order, the buyer accepts the following terms and conditions. The buyer’s terms and conditions of purchase shall not apply unless we have expressly agreed to them in writing.
(2) Our General Terms and Conditions shall also apply if we carry out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the contractual partner.
2. PLACING OF ORDER
Offers or orders made to us verbally or by remote data transmission shall only become legally binding if they are confirmed by us in writing within two weeks of receipt of the offer, which can also be done by sending the invoice. Any special agreements, requests or specifications deviating from these General Terms and Conditions must be repeated in each order. Offers are always subject to change unless expressly stated otherwise.
(1) The prices are ex works or warehouse plus packaging, freight and other shipping costs, as well as VAT at the applicable rate. The prices in our catalogs are to be understood as target prices excluding VAT. The prices stated in our order confirmation are decisive.
(2) The calculation is made in euros at the prices valid on the day of the order plus the statutory value added tax.
4. DELIVERY, TRANSFER OF RISK
(1) Shipment is at the risk of the buyer. The risk shall pass to the Buyer when the goods are handed over to the carrier. This shall also apply if we have assumed the transportation costs or disbursed them for the Buyer or if partial deliveries are made. If dispatch or handover is delayed for reasons for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are ready for dispatch and we have notified the customer of this.
(2) Unless otherwise agreed, the place of delivery and place of performance shall be Meckenheim. Unless otherwise agreed, delivery is agreed “ex works”, i.e. from our branch in Meckenheim. The shipping route and means shall be agreed with the buyer. Any additional costs incurred due to the Buyer’s special wishes regarding the route or means of shipment shall be borne by the Buyer.
(3) All goods shall only be insured at the Buyer’s request.
5. DELIVERY TIME, PARTIAL DELIVERY
(1) The delivery times stated by us in offers or order confirmations are always non-binding. If the delivery is delayed or made more difficult by force majeure or circumstances for which the customer or a sub-supplier is responsible, the delivery period shall be extended to a reasonable extent or we may withdraw from the contract.
(2) We are authorized to make partial deliveries insofar as they are reasonable for the customer, taking into account his interests.
(3) If we are prevented from delivering on time due to force majeure, labor disputes, unrest, official measures, non-delivery by our suppliers, or other disruptions in our or our suppliers’ operations for which we are not responsible and which are demonstrably of considerable influence, or other unforeseeable, unavoidable and serious events, the delivery period shall be extended accordingly. If delivery becomes impossible as a result, our obligation to deliver shall lapse to the exclusion of compensation. If the customer proves that the subsequent performance is of no interest to him as a result of the delay, he may withdraw from the contract to the exclusion of any further claims. If the hindrance lasts longer than three months, either party may withdraw from the contract with regard to the part not yet fulfilled. The event of force majeure must be reported to the other party immediately.
(4) If we are in default, the customer shall be entitled to set a reasonable grace period in writing and to withdraw from the contract after its fruitless expiry. There is no need to set a grace period if we seriously and finally refuse performance or if the underlying contract is a fixed-date transaction within the meaning of Section 323 (2) No. 2 BGB or Section 376 HGB or if there are special circumstances which justify immediate withdrawal after weighing up the interests of both parties.
(5) If we are in default with a delivery or service or if a delivery or service becomes impossible for us for whatever reason, we shall only be liable for damages in accordance with Section 8 of these General Terms and Conditions of Delivery and Service.
(1) The delivery includes the manufacturer’s packaging (if available), except for opened goods. We shall select additional packaging as required. Additional costs incurred due to customer-specific special requests will be invoiced separately.
(2) The customer’s own packaging may only be used by prior agreement.
(3) The Buyer shall be responsible for the disposal of packaging in Germany that is not subject to system participation.
7. ELECTRICAL APPLIANCE TAKE-BACK CONCEPT
(1) We have set up a take-back scheme for B2B electrical appliances. Our customers can contact our service team to dispose of their old appliances. Based on the location, type, nature and quantity of the old appliances, the service team will decide on the specific further procedure in each individual case – from collection or return to the manufacturer to the organization of (local) disposal in a certified waste disposal company. For clarification, please contact us by email at email@example.com
(1) The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (§§ 478, 479 BGB) shall remain unaffected.
(2) If we have to perform according to the customer’s drawings, specifications, samples, requirements, etc., the customer shall bear the risk of suitability for the intended purpose.
(3) The customer’s warranty rights, if he is a merchant, presuppose that he has properly fulfilled his inspection and complaint obligations under § 377 HGB.
(4) Upon request, we must be given the opportunity to inspect a notified defect on site. If the customer or third parties carry out unauthorized changes or improper repair work, there shall be no claims for defects for these and the resulting consequences.
(5) If the goods delivered or the work produced are defective, the customer shall be entitled to the statutory rights in accordance with the following provisions:
(i) We are initially entitled, at our discretion, either to remedy the defect or to deliver defect-free goods to the customer or, in the case of a contract for work and services, to produce a new work (subsequent performance). The customer must give us the time and opportunity required for subsequent performance. We are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs. In the event of a replacement delivery or new production in the case of contracts for work and services, the customer must return the defective goods to us at our request. We are entitled to make subsequent performance dependent on the customer paying the price agreed for the delivered goods. However, the customer shall be entitled to withhold a reasonable part of the price.
(ii) If the subsequent performance fails, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a reduction of the agreed price. In the case of an insignificant defect, however, there is no right of withdrawal.
(iii) Section 8 shall apply to the customer’s claims for damages or compensation for futile expenses.
(6) In the event of a breach of duty not consisting of a defect in the purchased item or the work, the customer shall be entitled to withdraw from the contract in accordance with the statutory provisions.
(7) Clause 9 shall apply to the limitation periods.
9. EXCLUSIONS AND LIMITATIONS OF LIABILITY
We are liable for damages resulting from injury to life, body or health which are based on a culpable breach of duty by us, our representatives, employees or vicarious agents. We shall also be liable for claims under the Product Liability Act or if a defect has been fraudulently concealed or if we have assumed a guarantee for the quality of a delivery item. We shall be liable for other damages outside the above cases which are based on an intentional or grossly negligent breach of duty or, in the case of essential contractual obligations, on a simple negligent breach of duty by us, our representatives, employees or vicarious agents. However, in the event of a simple negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical of the contract. Essential obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely. We shall not be liable for the simple negligent breach of obligations other than those mentioned in the above cases. The above provisions shall apply to all claims for damages, including damages in addition to performance and damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation or tort. They also apply to claims for compensation for futile expenses. Liability in accordance with the special statutory provisions for final delivery of the goods to a consumer (§ 478, 479 BGB) remains unaffected. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
10. LIMITATION PERIOD
(1) Notwithstanding § 438 para. 1 no. 3 BGB and § 634a para. 1 no. 1 and § 634a para. 1 no. 3 BGB, claims of the customer arising from material defects and defects of title shall become statute-barred within one year from the start of the statutory limitation period.
(2) Mandatory statutes of limitation remain unaffected. The easing of the limitation period referred to in the above clause shall therefore not apply:
- to claims in rem for restitution by third parties,
- to claims for defects in goods which have been used for a building in accordance with their normal use and which have caused the defectiveness of the building,
- for claims based on the assumption of a guarantee,
- in the event of fraudulent concealment of a defect by the seller,
- for claims based on intent and gross negligence,
- for recourse claims based on the provisions of the sale of consumer goods,
- for claims due to injury to life, body or health,
- for claims due to defects in a building and a work whose success consists of planning or monitoring services for this.
(3) The limitation periods resulting from the above two clauses for claims due to material defects and defects of title shall apply accordingly to competing contractual and non-contractual claims for damages by the customer which are based on a defect in the contractual goods. However, if in individual cases the application of the statutory limitation rules should lead to an earlier limitation of the competing claims, the statutory limitation period shall apply to the competing claims. The statutory limitation periods under the Product Liability Act shall remain unaffected in any case.
(4) Insofar as the limitation period for claims against us is shortened in accordance with the above three clauses, this shortening shall apply accordingly to any claims of the customer against our legal representatives, employees, staff, agents and vicarious agents based on the same legal grounds.
11. TERMS OF PAYMENT
(1) Payment obligations arising from deliveries of goods must be fulfilled within 10 days of delivery without deduction. In the case of payments by bank transfer or check, the payment obligation is only fulfilled when the invoice amount has been credited to our bank account.
(2) The customer shall not be entitled to withhold payments due to counterclaims from other contractual relationships or to offset such counterclaims, unless these are recognized by us, undisputed or legally established.
12. CANCELLATION OF ORDERS
Cancellations of orders or order items are only possible after consultation with us. Any cancellation costs incurred by upstream suppliers will be passed on to the customer.
13. RETURN OF GOODS
(1) Apart from warranty claims or claims for damages by the customer, the customer may only return the goods received from us after consultation with us.
(2) In the event of a return shipment permitted in accordance with paragraph 1, the following shall apply: We shall only accept the return of faultless and resalable goods in their original packaging and credit them after a thorough inspection. LAB LOGISTICS GROUP reserves the right to charge processing costs. If the goods have to be returned to the manufacturer, we will wait for the manufacturer’s credit note. Only after receipt and verification of the credit note will the credit note be issued to the customer.
14. RETENTION OF TITLE
(1) We reserve title to the goods delivered by us until the buyer has paid all his obligations arising from the mutual business relationship. If the buyer does not meet his obligations to us in full, he must return the goods to LAB LOGISTICS GROUP GmbH on request.
(2) Our taking back the goods does not constitute a withdrawal from the contract. After taking back the goods, we are entitled to realize the goods. The proceeds of the realization, less reasonable realization costs, shall be credited against the buyer’s liabilities.
(3) The Buyer is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims arising from the resale against his customers or third parties. The amount of this assignment is limited to the gross amount of our total outstanding invoice against the buyer. The buyer remains authorized to collect his claims against his customers or third parties despite the assignment to us. Our authorization to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim ourselves as long as the purchaser meets his payment obligations to us, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed against him or payments have been suspended. If this is the case, we can demand that the buyer immediately discloses all claims assigned to us in accordance with this clause and their debtors, provides all information necessary for the collection of the assigned claims, hands over the relevant documents and informs his debtors or the third parties concerned of the assignment of the claim to us.
(4) In the event of seizures or other interventions by third parties in the goods subject to our retention of title, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the intervening third party is not in a position to reimburse the judicial and extrajudicial costs of asserting our rights against him, the shareholder shall be liable for the loss incurred by us.
(5) The buyer is obliged to treat the purchased item with care.
15. DATA PROTECTION
We are entitled to process and store all relevant data about the buyer – in compliance with the Data Protection Act – for our own purposes.
16. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW
(1) The place of performance for our obligations is the registered office of the company in Meckenheim. The place of jurisdiction is Bonn. However, we are entitled to sue the Buyer at his place of jurisdiction.
(2) The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
17. INVALIDITY OF INDIVIDUAL PROVISIONS, WRITTEN FORM
(1) Agreements that waive the content of these General Terms and Conditions or individual clauses must be made in writing. The waiver of this written form requirement must also be in writing.
(2) Should individual provisions be invalid, this shall not affect the validity of the other provisions. In such a case, the invalid provision shall be replaced by another provision that comes as close as possible to the economic content of the invalid provision.