General terms and conditions

2.1 The customer and LabV each appoint a responsible contact person. Unless otherwise agreed, communication between the customer and LabV takes place via these contacts. The contact persons must immediately make all decisions in connection with the execution of the contract. Decisions must be documented in a binding manner.

2.2 The customer is obliged to support LabV to the extent necessary and to create all conditions within its area of responsibility for proper order fulfillment. In particular, this includes providing necessary information and, if possible, enabling remote access to the customer system. If remote access is not possible for security reasons or other reasons, the deadlines concerned shall be extended accordingly; the contracting parties shall agree on appropriate arrangements for further effects. The customer also ensures that expert personnel are available to support LabV. Insofar as it is contractually agreed that services can be provided on site at the customer's site, the customer will provide sufficient workplaces and work equipment free of charge at LabV's request.

2.3 Unless otherwise agreed, the customer ensures proper data backup and failure prevention with regard to the data and components (e.g. hardware, software), in accordance with their type and significance.

2.4 The customer reports defects immediately in written form, comprehensibly and in detail, providing all information useful for identifying and analyzing the defect. In particular, the work steps that led to the occurrence of the defect, its appearance and effects must be specified.

2.5 On request, the customer will provide LabV with appropriate support in examining and enforcing claims against third parties in connection with the provision of services. This applies in particular to recourse claims made by LabV against upstream suppliers.

3.1 Unless otherwise agreed, remuneration is based on expenses at LabV's generally valid prices at the time of conclusion of the contract. The fees are always net prices plus statutory value added tax. LabV is entitled to monthly billing. If services are paid according to time and effort, LabV documents the type and duration of the activities and encloses this documentation with the invoice.

3.2 In principle, all invoices are due for payment without deduction no later than 14 calendar days after receipt.

3.3 The customer may withhold or offset payments due to defects only to the extent that he is actually entitled to payment claims due to material or legal defects. Due to other claims for defects, the customer may only withhold payments in a reasonable proportion to the defect. Section 5.1 applies accordingly. There is no right of retention if the claim for defects is time-barred. Otherwise, the customer may only offset undisputed or legally established claims or exercise a right of retention.

3.4 LabV reserves ownership and rights to the services to be transferred until full payment of the remuneration owed; justified defectations in accordance with Section 3.3 sentence 2 remain unaffected. In addition, LabV reserves ownership until all claims arising from the business relationship with the customer have been satisfied.

LabV is entitled to prohibit the customer from continuing to use the services for the duration of a delay in payment. This right may only be exercised for a reasonable period of time, usually a maximum of 6 months. This does not constitute a withdrawal from the contract. Section 449 (2) BGB remains unaffected.

If the customer or his customer returns the services, this does not constitute a withdrawal by LabV, unless LabV expressly declares this. The same applies to seizure of reserved goods or rights by LabV.

The customer may neither pledge nor transfer objects to which there is a reservation of ownership or rights. Resale is only permitted in the ordinary course of business as a reseller, provided that the customer to LabV effectively assigns to LabV the claims arising from the resale against his customers and transfers ownership to his customer on condition of payment. The customer hereby assigns its future claims from such resales to LabV as security, LabV hereby accepts the assignment. If LabV's security interests exceed the secured claims by more than 20%, LabV releases a corresponding portion of the security rights at the customer's request.

3.5 In the event of a permitted transfer of rights to use deliveries and services, the customer is obliged to impose the contractually agreed restrictions on the recipient.

3.6 If the customer does not pay a due claim in full or in due time, LabV may revoke agreed payment terms for all claims. In addition, LabV is entitled to provide further services only against advance payment or security in the form of a bank or credit insurance guarantee from an institution approved in the EU. The advance payment must cover the respective billing period or, in the case of individual services, their remuneration.

3.7 In the event of the customer's economic inability to fulfill its obligations, LabV may terminate existing mutual contracts with the customer by resignation, extraordinarily terminate continuing obligations, even in the event of an insolvency application by the customer; Section 321 BGB and Section 112 InsO remain unaffected. The customer shall inform LabV in writing of an impending insolvency at an early stage.

3.8 Fixed performance dates shall be agreed exclusively expressly in documented form. The agreement of a fixed performance date is subject to the proviso that LabV receives the services of its respective upstream suppliers in due time and in accordance with the contract.

4.1 If there is a cause for which LabV is not responsible, in particular a strike or lockout, which affects compliance with deadlines (“disruption”), the deadlines are postponed for the duration of the disruption, plus a reasonable restart time, if necessary. The affected contractual partner immediately informs the other contractual partner of the cause of the fault and the expected duration of the delay.

4.2 If expenses increase due to a malfunction, LabV may also demand compensation for the additional expenses, unless the customer is not responsible for the fault and the cause of the malfunction is outside its area of responsibility.

4.3 If the customer is able to withdraw from the contract due to improper performance by LabV and/or claim compensation in lieu of the service, or makes such claims, he shall, at LabV's request, declare in writing within a reasonable period of time whether he asserts these rights or wishes to continue providing the service. In the event of withdrawal, the customer reimburses LabV the value of the existing usage options; the same applies to deteriorations as a result of contractual use.

4.4 If LabV is in default with the provision of services, the customer's compensation and expenses due to the delay is limited to 0.5% of the price for the part of the contractual service that cannot be used as a result of the delay, for each full week of delay. Liability due to default is limited in total to 5% of the remuneration for all contractual services affected by the default; in the case of continuing obligations, to the annual remuneration of the respective benefits affected. In addition and as a priority, there is a percentage limit on the remuneration agreed upon conclusion of the contract. This does not apply in the event of intent or gross negligence on the part of LabV.

4.5 In the event of a delay in performance, the customer is only entitled to a right of withdrawal within the framework of statutory provisions if LabV is responsible for the delay. If the customer is entitled to claim compensation or reimbursement of expenses in lieu of performance, he is entitled to claim 1% of the price for the part of the contractual service which cannot be used as a result of the delay, for each full week of delay, but a total of no more than 10% of this price; in the case of continuing obligations based on the annual remuneration of the respective services concerned. In addition and as a priority, there is a percentage limit on the remuneration agreed upon conclusion of the contract.

5.1 LabV guarantees the contractually agreed quality of the services. If LabV's services deviate from the contractually agreed quality only insignificantly, there are no claims for defects. Claims for defects also do not exist in the event of excessive or improper use, natural wear and tear, failure of components of the system environment, software errors that are not reproducible or otherwise undetectable by the customer, or for damage caused by particular external influences that are not required under the contract. This also applies to subsequent changes or repairs by the customer or third parties, unless this does not make it difficult to analyse and remedy a material defect. Section 7 also applies to claims for damages and reimbursement of expenses.

5.2 The limitation period for claims for defects is one year from the start of the statutory limitation period. Statutory deadlines for recourse claims in accordance with Section 478 BGB remain unaffected. The same applies insofar as the Act requires longer periods in accordance with Section 438 Paragraph 1 No. 2 or Section 634a Paragraph 1 No. 2 BGB, in the event of intentional or grossly negligent breach of duty by LabV, fraudulent concealment of a defect and in the event of injury to life, body or health and claims under the Product Liability Act.

The processing of a complaint by the customer by LabV will only result in a suspension of the limitation period if the legal requirements for this are met. This does not result in a new start of the statute of limitations. A repair (new delivery or repair) only affects the limitation period with regard to the defect that caused the repair.

5.3 LabV may demand reimbursement of expenses if:

a) LabV takes action on the basis of a report without a defect, unless the customer was unable to identify, with reasonable effort, that there was no defect;
b) a reported fault is not reproducible or cannot otherwise be proven as a defect by the customer, or
c) additional expenses arise due to improper fulfilment of the obligations to cooperate by the customer (see also sections 2.2, 2.3, 2.4 and 6.2).

6.1 LabV is liable for the infringement of third-party rights through its services only insofar as the service is used unchanged in accordance with the contract and in particular in the contractually agreed, otherwise in the intended use environment. LabV is only liable for infringements by third parties within the European Union and the European Economic Area and at the contractually agreed place of use of the service. Section 5.1 sentence 1 applies mutatis mutandis.

6.2 If a third party claims to the customer that a service provided by LabV violates its rights, the customer shall immediately inform LabV. LabV and, if applicable, its sub-suppliers are entitled, but not obliged, to defend against the claims made at their own expense to the extent permitted. The customer is not entitled to accept third-party claims before giving LabV a reasonable opportunity to defend the rights of third parties in another way.

6.3 If a service provided by LabV infringes the rights of third parties, LabV will, at its own discretion and expense
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a) provide the customer with the right of use,
b) make the service free of legal defects, or
c) withdraw the service and refund the customer the fee paid for it minus a reasonable usage fee if LabV is unable to achieve any other remedy with reasonable effort.

In doing so, the interests of the customer are adequately taken into account.

6.4 Customer claims due to legal defects expire in accordance with Section 5.2. Section 7 applies in addition to claims for damages and reimbursement of expenses by LabV; Section 5.3 applies mutatis mutandis for additional expenses from LabV.

7.1 LabV is fully liable to the customer
a) for damage caused intentionally or grossly negligently by LabV and its legal representatives or vicarious agents,
b) in accordance with the Product Liability Act and
c) for damage resulting from injury to life, body or health for which LabV, its legal representatives or vicarious agents are responsible.

7.2 In the event of slight negligence, LabV is only liable if an essential contractual obligation has been breached, the performance of which makes the proper execution of the contract possible in the first place or whose violation jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely.

In these cases, liability is limited to foreseeable damage typical of the contract. This also applies to lost profits and missed savings. Liability for other remote sequential damage is excluded.

For an individual claim, liability is limited to the contract value, in the case of ongoing remuneration to the remuneration per contract year, but at least 50,000 euros. Section 5.2 applies mutatis mutandis to the limitation period. In the contract, the contracting parties may agree on further liability in writing, usually for separate payment. An individually agreed liability amount has priority. Liability in accordance with Section 7.1 remains unaffected by this.

For an individual claim, liability is limited to the contract value, in the case of ongoing remuneration to the remuneration per contract year, but at least 50,000 euros. Section 5.2 applies mutatis mutandis to the limitation period. In the contract, the contracting parties may agree on further liability in writing, usually for separate payment. An individually agreed liability amount has priority. Liability in accordance with Section 7.1 remains unaffected by this.

7.3 LabV is only liable for damage arising from a warranty statement if this has been expressly included in the warranty. In the event of slight negligence, this liability is subject to the restrictions set out in Section 7.2.

7.4 If it is necessary to restore data or components (e.g. hardware, software), LabV is only liable for the recovery costs with proper data backup and appropriate precautionary measures by the customer. In the event of slight negligence on the part of LabV, this only applies if the customer has carried out data backup and precautionary measures appropriate to the type of data and components prior to the incident. This does not apply if such data backup has been agreed as a service provided by LabV.

7.5 Sections 7.1 to 7.4 apply mutatis mutandis to claims for reimbursement of expenses and other liability claims by the customer against LabV. Sections 4.3 and 4.5 remain unaffected.

The customer concludes the agreements required under data protection law for the processing of personal data with LabV.

9.1 The contract partners agree to keep trade secrets and information marked as confidential (e.g. in documents, records, data carriers) that become known in connection with the execution of the contract secret and not to use them beyond the purpose of the contract nor to make them available to third parties without the prior written consent of the other contractual partner.

The respective receiving contract partner is obliged to take appropriate confidentiality measures with regard to trade secrets and information marked as confidential. The contractual partners are prohibited from obtaining trade secrets from the other contractual partner by observing, examining, dismantling or testing the subject matter of the contract. The same applies to other information or objects obtained as part of the execution of the contract.

Trade secrets and other information marked as confidential may only be passed on to persons who are not entrusted with the conclusion, execution or execution of the contract with the written consent of the other contractual partner.

Unless otherwise agreed, the confidentiality obligation for other information marked as confidential expires five years after it becomes known, but not before its termination in the case of continuing obligations. Trade secrets must be kept secret for an indefinite period.

The contracting parties agree to also impose these obligations on their employees and, if applicable, commissioned third parties.

9.2 The contract partners are aware that electronic communication (e.g. via e-mail) without encryption entails security risks. In this type of communication, they therefore waive claims due to lack of encryption, unless encryption has been agreed beforehand.

10.1 The customer is responsible for compliance with any import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the customer bears any customs duties, fees and other charges. The customer carries out legal or regulatory proceedings in connection with cross-border deliveries or services on his own responsibility, unless otherwise expressly agreed.

10.2 German law applies. The application of the UN Sales Convention (CISG) is excluded.

10.3 LabV provides services on the basis of these General Terms and Conditions (GTC). The customer's terms and conditions do not apply, even if LabV does not expressly object to them. Acceptance of the services by the customer is considered acceptance of LabV's terms and conditions, waiving the customer's own terms and conditions. Different conditions only apply if LabV has accepted them in writing; in this case, LabV's terms and conditions apply in addition.

10.4 Amendments and additions to this contract must be made in writing; this also applies to the amendment of this written form requirement. If written form has been agreed (e.g. for cancellations, cancellations), text form is not sufficient.

1.1 If the subject of the contract between the parties is the provision of services within the meaning of Sections 611 et seq. of the German Civil Code, these terms and conditions of services apply.

1.2 These terms and conditions for services apply even if reference is made to these conditions in a contract or offer from LabV.

2.1 LabV provides services in accordance with the terms agreed in the contract and below in return for the agreed remuneration. The customer is responsible for the project and its success.

3.1 LabV provides the service through suitable employees. The customer is not entitled to the provision of services by certain LabV employees, unless expressly agreed.

3.2 LabV determines the manner in which services are provided, unless otherwise agreed.

3.3 The customer is not entitled to issue instructions to LabV employees employed in the provision of services.

4.1 The customer ensures that the contact person named by him provides LabV with the documents, information and data required for the provision of services in full, correct, timely and free of charge, insofar as these are not owed by LabV. The customer also ensures that they are up to date. LabV may assume that these documents, information and data are complete and correct, unless it is apparent that this is not the case.

5.1 LabV grants the customer the non-exclusive and non-transferable right to permanently use the service results provided and transferred by LabV under the agreement for its own internal purposes within the scope of the contractually agreed purpose.

6.1 If the contract is concluded for an indefinite period, it can be terminated with a notice period of 3 months to the end of a calendar year. This cancellation is possible for the first time at the end of the calendar year following the conclusion of the contract. An agreed minimum term remains unaffected by this. Divergent agreements remain unaffected.

7.1 Agreed performance records are considered approved if the customer does not object in detail in writing within 21 days of receipt.

7.2 Travel expenses, expenses and other expenses will be reimbursed in accordance with LabV's price list, unless otherwise agreed. Travel time is considered working time.

7.3 LabV may claim compensation for further expenses insofar as these were caused by improper fulfilment of the customer's obligations (see section 3).