Terms and Conditions
Terms of Sale and Delivery / General Terms and Conditions.
häberle LABORTECHNIK GmbH & Co. KG (hereinafter “häberle-LAB.”) supplies exclusively to business customers as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. The conclusion of a contract with consumers as defined in § 13 of the German Civil Code (BGB) is excluded.
By placing an order, the buyer confirms that they are acting as a business and are purchasing the goods exclusively within the scope of their commercial or self-employed professional activity.
häberle-LAB. generally delivers only in accordance with the Terms and Conditions of Sale and Delivery set forth below. Any deviating or conflicting terms and conditions of the buyer shall not be recognized, even if they are not expressly objected to.
Our Terms and Conditions of Sale and Delivery apply exclusively, even if the buyer’s order contains different or additional terms. The exceptional applicability of deviating terms—in particular the buyer’s terms and conditions of purchase—requires our express written confirmation.
häberle-LAB. is entitled to amend these Terms and Conditions of Sale and Delivery with effect for future business relationships upon prior notice. If a framework agreement exists between the buyer and häberle-LAB., these Terms and Conditions of Sale and Delivery apply both to the framework agreement and to all individual orders.
§ 1 Offers, Contract Conclusion, Orders
Our offers are subject to change without notice.
We reserve the right to reject orders without providing a reason, particularly in cases of creditworthiness concerns, lack of documentation regarding the customer group, or the presence of compliance, sanctions, or export control risks.
Information about products in catalogs, documentation, or other product materials—including, in particular, illustrations, dimensions, technical descriptions, and performance data—is not binding. We reserve the right to make changes due to manufacturing, production, or model-specific reasons.
We reserve the right to deliver products that differ from or have been modified from those specified in the order, provided that their characteristics do not significantly impair their intended use.
Orders placed verbally or via data transmission are not binding on us until and to the extent that we confirm them in writing, have shipped the goods to the buyer along with an invoice, or have begun fulfilling the order. Amendments, additions, and verbal side agreements also require our written confirmation to be effective.
Supplementary clauses regarding the description of goods, such as “approximately,” “as previously delivered,” or “as before,” refer exclusively to the quality or quantity of the goods, but not to the price.
Unless expressly agreed otherwise, quantity specifications are to be considered approximate. Deviations of up to 10% in either direction due to manufacturing, filling, or safety considerations are considered in accordance with the contract and do not constitute grounds for a complaint.
For small orders under 100.00 EUR net, we charge a flat-rate processing and handling fee of 35.00 EUR plus applicable VAT.
§ 2 Cancellation of Orders or Return of Goods
Cancellation of orders prior to delivery requires our prior consent. There is no entitlement to such consent. In the event of a cancellation, we are entitled to claim all damages and expenses incurred as a result, in particular costs from upstream suppliers as well as internal processing and scheduling costs.
The return of goods free of defects is permitted only with our prior consent and must be made at the buyer’s expense and risk to the address we specify (“carriage paid”). Returns not covered by warranty claims, as well as returns of hazardous materials, each require separate prior consent.
Acceptance of a return is contingent upon the goods being in perfect, resalable condition and being returned in their undamaged original packaging. There is no legal right to a return.
We are entitled to charge a reasonable flat fee for processing, inspection, and restocking. A credit will be issued only after a complete inspection of the goods and after deducting all applicable costs. Refunds resulting from returns to upstream suppliers will be issued only to the extent that such returns are accepted by the upstream supplier.
§ 3 Purchase Price and Payment
a. Our prices are generally exclusive of statutory value-added tax. Prices listed in catalogs distributed by us, on data storage media, or on our website are non-binding suggested retail prices that do not include statutory value-added tax. We invoice in euros at the currently valid prices, including statutory value-added tax. For large quantities and/or production chemicals, invoicing is based on the quantities or weights determined by us or our supplier. However, billing may be based on the quantities or weights determined by the recipient if such determination was made using calibrated scales and the goods were transported at our risk.
b. Unless otherwise agreed, the purchase price is due for payment immediately upon delivery of the goods. Invoices for repair services or other services rendered are due immediately.
c. In the event of late payment, we reserve the right to charge interest at a rate of 8% above the base interest rate pursuant to §247 BGB.
d. In the event of default, we may claim further damages resulting from the default.
e. Bills of exchange and checks are accepted only on account of performance; they are considered payment only once they have been cashed. Standard bank charges shall be borne by the buyer.
f. The buyer may set off claims against our purchase price claim only with undisputed or legally established claims and with our express consent. Merchants may withhold the purchase price due to material defects until we have decided on the validity of the complaint; beyond that, only if the buyer provides sufficient security. Non-merchants may not withhold the purchase price due to complaints arising from a contract other than the one from which the purchase price claim originates.
g. If the buyer defaults on payment of one of our invoices in an amount that is not insignificant in the context of the business relationship, all of our claims arising from the business relationship shall become due immediately—regardless of any acceptance of bills of exchange. We are then further entitled to demand cash payment prior to any further delivery. If the delay in payment is not remedied even within a reasonable grace period, we are entitled to withdraw from the contract and/or to claim damages for non-performance. This applies in particular to agreed-upon but not yet executed follow-up transactions. Should we become aware of facts indicating that the buyer is no longer creditworthy, we are entitled to demand cash payment prior to delivery of the goods, even if something else had been agreed upon previously, and to declare our claims due and payable.
h. The following applies to our invoices: The performance date corresponds to the delivery date indicated on the delivery note, unless otherwise noted.
§ 4 Delivery
a. The delivery times stated in offers and orders are always non-binding unless a fixed delivery date has been expressly agreed upon.
b. For deliveries that do not involve our operations (direct shipments), the delivery date and deadline are deemed met if the goods leave the shipping plant in sufficient time for the delivery to arrive at the recipient’s location on time, assuming normal transit times.
c. Events of force majeure—including restrictions under public law as well as strikes and lockouts—entitle us to withdraw from the contract. Compensation for damages due to non-performance or delay is excluded in such cases. This also applies in the event of late delivery to us by our suppliers for reasons beyond our control. We are obligated to inform the buyer of such events without delay. The buyer is then also entitled to withdraw from the contract.
d. If we are in default of delivery, the buyer is entitled to set a reasonable grace period and, upon its unsuccessful expiration, to withdraw from the contract. The buyer may claim damages for non-performance only after the grace period has expired without result if the delay in delivery was caused by intentional or grossly negligent conduct on the part of our legal representative or one of our vicarious agents.
§ 5 Shipping and Acceptance
a. The risks of transport from the delivery location are always borne by the buyer, even in the case of freight-paid deliveries or deliveries free on the premises, unless we carry out the transport using our own vehicles from our facility or warehouse.
b. When picking up from the delivery point, the buyer or its agents are responsible for loading the vehicle and complying with the statutory regulations regarding the transport of hazardous materials.
c. The unloading and storage of the goods is in all cases the responsibility of the buyer.
d. To the extent that our employees assist with unloading and cause damage to the goods or other damage in the process, they act at the sole risk of the buyer and not as our agents.
e. The foregoing provisions apply mutatis mutandis to deliveries made by third-party carriers, to the extent that the seller’s liability could be derived from the carriers’ conduct. The liability of third parties remains unaffected.
§ 6 Packaging
a. Delivery typically includes the manufacturer’s packaging and, if necessary, additional packaging for which a separate charge applies. The return of packaging in accordance with statutory regulations is only possible after prior consultation with us.
b. If our deliveries are made in returnable containers, these must be returned to us no later than 4 weeks after arrival at the buyer’s premises, emptied (drip-free, free of residue, and scraped clean) and in perfect condition. The return shipment must be coordinated with us in advance. The costs of return shipping shall be borne by the buyer.
c. If the buyer fails to fulfill the obligations specified in b) within the specified time frame, we are entitled to charge a reasonable fee for the period exceeding 4 weeks and, after setting a deadline for return that has passed without result, to demand the replacement cost.
d. The attached labels must not be removed. Rental packaging must not be exchanged or filled with other goods. The buyer is liable for any reduction in value, mix-ups, and loss, regardless of fault. The condition upon receipt at our facility shall be decisive. Use as storage containers or transfer to third parties is prohibited unless previously agreed upon.
§ 7 Disposal Obligations Under the Electrical and Electronic Equipment Act
If the goods are electrical or electronic equipment as defined by the Electrical and Electronic Equipment Act (ElektroG), the customer is responsible for the proper disposal of the goods at their own expense upon the end of their use.
The customer shall indemnify häberle Lab. against any obligations under § 10 (1). 2 ElektroG and any related claims by third parties. The customer must contractually oblige, in writing, any commercial third parties to whom the delivered goods are transferred to properly dispose of them at their own expense in accordance with statutory regulations upon termination of use and to impose a corresponding obligation in the event of further transfer.
If the customer fails to contractually oblige third parties to whom it transfers the goods to assume the disposal obligation and to impose a corresponding further obligation, and fails to document this in writing, the customer is obligated to take back the goods at its own expense upon termination of use and to dispose of them properly in accordance with statutory regulations. häberle Lab.’s claim for assumption of liability and indemnification by the customer shall not become time-barred before the expiration of two years following the final termination of use of the goods (suspension of the statute of limitations).
The two-year period of suspension of the statute of limitations shall begin no earlier than upon receipt of a written notice from the customer regarding the termination of use.
§ 8 Retention of Title
a. Ownership of the goods shall not pass to the buyer until the purchase price and all other claims—including those arising in the future from the business relationship with us—have been paid in full. This also applies if payments are made toward specifically designated claims. In the case of an open account, the retained title serves as security for our outstanding balance claims. Ownership passes to the buyer no later than the time at which we indisputably have no further claims against him.
b. As long as the buyer duly fulfills his obligations to us, he is authorized to continue using the goods subject to retention of title in the ordinary course of business.
c. If the buyer fails to meet his payment obligations even after we have set a grace period with a threat of withdrawal, we are entitled to withdraw from the purchase contract without setting a further grace period and to demand the return of the goods subject to retention of title. The repossession of the goods subject to retention of title shall constitute a withdrawal from the contract only if we declare this in writing.
d. Any processing or treatment of the goods subject to retention of title is carried out on our behalf without creating any obligation on our part. We are considered a manufacturer within the meaning of § 950 of the German Civil Code (BGB) and acquire ownership of the intermediate and final products in proportion to the invoice value of our goods subject to retention of title relative to the invoice values of third-party goods; in this respect, the buyer holds the goods in trust for us free of charge.
The same applies in the event of combination or mixing, as defined in §§ 947, 948 BGB, of goods subject to retention of title with third-party goods.
e. The buyer hereby assigns to us the claims against third parties arising from the resale of the goods subject to retention of title to secure all of our claims. If the buyer sells goods in which we hold only partial ownership pursuant to subparagraph (d), the buyer assigns to us claims against third parties in the corresponding partial amount. If the buyer uses the goods subject to retention of title within the scope of a contract for work (or similar contract), the buyer assigns to us the claim (for payment of work) in the amount of the invoice value of our goods used for this purpose.
f. In the ordinary course of business, the buyer is authorized to incorporate the receivables arising from the further use of the goods subject to retention of title.& nbsp;If we have specific cause for concern that the buyer is not or will not properly fulfill its obligations to us, the buyer must, at our request, notify its customers of the assignment, refrain from any disposition of the claim, provide us with all necessary information regarding the inventory of the goods owned by us and the claims assigned to us, and to hand over the documents necessary for the enforcement of the assigned claims. We must be notified immediately of any third-party access to the goods subject to retention of title and the assigned claims, in particular attachments and other seizures.
g. If the value of the security to which we are entitled exceeds the total claim against the buyer by more than 10%, we are obligated, at the buyer’s request, to release security of our choice to that extent.
§ 9 Buyer’s Warranty Rights, Inspection, and Notice Obligations
a. In the event of material defects or defects of title—including the absence of warranted characteristics, we are obligated to provide subsequent performance to merchants within a reasonable period of time. If we are unable to provide a defect-free replacement within the specified time period, the buyer may demand a reduction in the purchase price or withdraw from the purchase contract.
Buyer’s Inspection Obligations:
- The buyer must inspect the goods and their packaging immediately upon delivery in accordance with standard commercial practices. If the goods are delivered in packages, the buyer must, as a general rule, verify that the labeling on each individual package matches the order.
- The buyer must immediately report in writing any defects discovered during the inspection pursuant to a).
- If the buyer fails to conduct the respective inspection or does not immediately report a detected or detectable defect, the buyer forfeits its warranty rights with respect to the detected and/or detectable defects. The same applies in the event of an erroneous incorrect delivery, even in the case of a deviation so significant that the buyer’s approval of the goods had to be considered out of the question.
- In the case of a latent defect, the buyer must file a complaint immediately upon discovery of the defect. Otherwise, the goods shall be deemed accepted in this respect as well. In any case, claims regarding hidden defects are excluded after 2 weeks have elapsed since receipt of the goods. A claim for a replacement delivery due to an incorrect delivery remains unaffected.
b. In the case of material defects and defects of title—which also include the absence of warranted characteristics—we are obligated to provide subsequent performance within a reasonable period of time to non-merchants. If we are able to remedy the defect within the specified period, the buyer may demand a reduction in the purchase price or withdraw from the purchase contract. Buyer’s Obligations to Inspect:
- The non-merchant buyer has the same obligations to inspect and verification obligations as a merchant (see above, section a)
- However, the requirements regarding knowledge during the sample inspection are not based on commercial practice, but rather on the knowledge that can be expected of the buyer given their commercial status.
- The buyer must immediately report in writing any defects discovered during the inspection under (a). In all other cases, defects must be reported in writing within 6 months:
- If the buyer fails to conduct the inspection reasonably expected of him or misses the applicable notice periods, he forfeits his warranty rights with respect to the identified and/or obvious defects.
c. Warranty and/or goodwill services are subject to the respective terms and conditions of the manufacturers.
d. Rejected goods may only be returned with our express consent.
§ 10 Liability for Consequential Damages and Other Damages
a. We are liable as follows for damages caused to the buyer’s legal interests, including his assets, by defects in the purchased item, erroneous delivery, or defects in the packaging:
- To the extent that damages could have been avoided had the buyer complied with its inspection obligations, any liability on our part is excluded with respect to merchants and legal entities under public law, unless the damage is attributable to intentional conduct on the part of our legal representatives. Under the same conditions, any liability toward non-merchants is excluded, unless the damage is attributable to intentional or grossly negligent conduct on our part.
- To the extent that damages occur despite the buyer’s compliance with inspection obligations, we shall be liable to both merchants and non-merchants only for intentional or grossly negligent breach of contract.
b. For damages other than those covered by the provisions above, we shall be liable—regardless of the basis for liability—only if they were caused by an intentional or grossly negligent act on our part or on the part of one of our agents.
c. We are not liable for the suitability of the goods for the purposes intended by the buyer. To the extent that we provide technical advice on application, furnish information, or make recommendations, etc., we are liable for culpably incorrect advice, information, or recommendations only if they were provided in writing. Our advice does not relieve the buyer of the mandatory requirement to check the delivered product on their own responsibility for its suitability and quality prior to use.
d. All claims within the meaning of this § 9 are subject to a statute of limitations of half a year following the act causing the damage, with the exception of tort claims.
§ 11 Place of Performance, Jurisdiction, Applicable Law
The place of performance and jurisdiction for deliveries and payments, including actions based on checks and bills of exchange, as well as all disputes arising between us and the buyer from the concluded sales contracts, is our corporate headquarters in Lonsee or the location of our branch office. However, we are also entitled to sue the buyer at his or her place of residence and/or business. The contractual relationship is governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded, as is international private law.
§ 12 Patent Claims, Property Rights
The Seller makes no warranty whatsoever that the use or sale of the products delivered in accordance with these Terms and Conditions of Sale and Delivery does not constitute an infringe any patents in the Buyer’s country or other countries with respect to the product itself or its use in combination with other products or in the performance of any processes. Samples, models, sketches, designs, etc., that we have created or produced for customers remain our property, unless separate agreements have been made with the customer.
§ 13 Disclaimer Regarding the Accuracy and Timeliness of the Billing Address for E-Invoices
The customer is solely responsible for the accuracy and timeliness of the email address provided for receiving e-invoices (X-invoices and PDF invoices via email). Changes to the billing address must be communicated to us in a timely manner and on the customer’s own initiative.
We assume no liability for damages resulting from incorrect, incomplete, or outdated billing addresses, including the delayed delivery of invoices or failure to receive them. This also applies to technical issues that prevent the receipt of e-invoices.
The customer agrees to ensure that their email address is suitable for receiving invoices and that they assume full responsibility for the accuracy of the information provided. We are not liable for damages resulting from incorrect or outdated billing addresses.
§ 14 Data Protection
We process the personal data of the customer’s contact persons for the purpose of executing and fulfilling the contractual relationship, as well as to comply with legal obligations, particularly in connection with export controls and sanctions list checks.
The legal basis for the processing is Article 6(1)(b), (c), and (f) of the GDPR. Further information can be found in our current Privacy Policy on the website.
§ 15 Severability Clause
Should any individual provisions of the above General Terms and Conditions be or become invalid under applicable law, the validity of the remaining provisions shall remain unaffected.
§ 16 Online Dispute Resolution pursuant to Art. 14(1) of the ODR Regulation
The European Commission provides a platform for online dispute resolution (ODR), which you can find at http://ec.europa.eu/consumers/odr/ .
§ 17: Embargo, Sanctions, and Export Control Regulations
a. The customer agrees to comply with all applicable national and international embargo, sanctions, and export control regulations. This includes, in particular, the regulations of the European Union, the United Nations, and the United States of America, including the regulations of the Office of Foreign Assets Control (OFAC).
b. The goods delivered by häberle-LAB may not be delivered, sold, transferred, used, or re-exported—either directly or indirectly—to countries, individuals, organizations, or companies subject to embargoes or sanctions, nor may they be used for any other purposes prohibited under the aforementioned regulations.
c. The customer warrants that its customers, end users, affiliated companies, and other third parties involved will also comply with the embargo, sanctions, and export control regulations specified in this clause.
d. The Customer undertakes to provide häberle-LAB, upon request, with all information necessary to verify compliance with embargo and sanctions regulations—in particular, end-use declarations, details regarding the end user, and information on the intended destination and purpose of use,—in a complete and truthful manner.
e. häberle-LAB is entitled to withhold, refuse, or suspend deliveries and services if there is reasonable suspicion that their provision could violate embargo, sanctions, or export control regulations.
f. A breach of the obligations set forth in this clause entitles häberle-LAB to terminate the contract without notice. Any further statutory rights remain unaffected.
g. The customer shall indemnify häberle-LAB against all damages, claims, fines, costs, and expenses arising from a culpable breach of these obligations.