General Terms and Conditions
XRAY-LAB GmbH & Co. KG, abbreviated to XRAY-LAB, carries out the assigned duties as contractor within the meaning of § 631 BGB (Federal Code) exclusively on the basis of these General Terms and Conditions. The client expressly acknowledges these Terms and Conditions when placing an order with XRAY-LAB. The Terms and Conditions shall apply for the duration of the overall business relationship, even if they are not expressly agreed again. Varying conditions must be expressly agreed in writing. Without such an express agreement, such conditions contradictory to these General Terms and Conditions shall not be recognised. Any invalidity of individual conditions in the present Terms and Conditions shall not affect the validity or effect of the remaining conditions. In the event of any ineffectiveness of individual conditions, the contracting parties shall be obliged to proceed as actually agreed.
§2 Contract formation, remuneration
Offers made by XRAY-LAB shall be subject to change and without obligation. The contract shall be formed, after ordering, by express confirmation on the part of XRAY-LAB or by its carrying out the assigned duty.
§3 Payment conditions
XRAY-LAB shall invoice the client for its remuneration in accordance with the agreed tariff. Waiting time for the provision of materials, or other delays not caused by us, must also be invoiced. Payments shall be due within two weeks of invoicing without deduction. After this time limit, XRAY-LAB reserves the right to invoice for arrears interest. Should XRAY-LAB be forced, after the third warning, to instruct a solicitor, all the costs of the latter shall be invoiced. XRAY-LAB shall be entitled, despite any contrary conditions on the part of the client, to consider payments first for the older debt, and shall inform the client of the nature of such accounting. Should costs and interest already have arisen, then XRAY-LAB shall be entitled to consider payment first for the costs, then the interest and finally for the principal sum. A payment shall be considered made when XRAY-LAB have the amount at their disposal.
§4 Interim invoices
XRAY-LAB shall be entitled, for completed parts and agreed services, to draw up interim invoices. XRAY-LAB shall also be entitled, for fixed periods, for instance a week, to draw up interim invoices.
§5 Delivery delays, liability, guarantee
XRAY-LAB undertakes to carry out its assigned duties as agreed and within due time. Delivery or service delays as a consequence of force majeure and as a consequence of events which not only temporarily but essentially prevent or make impossible delivery to the purchaser – including in particular strikes, lock-outs, authority order and so on, even when they arise with suppliers of XRAY-LAB or its sub-suppliers – shall not be the responsibility of XRAY-LAB, even where contractually binding time limits or deadlines are concerned. There shall be no liability to pay damages. Any guarantee claims on the part of the purchaser must be brought to the notice of XRAY-LAB immediately. They shall firstly be restricted to remedy or replacement delivery. Insofar as there is no remedy or replacement delivery after a reasonable time, the purchaser may, at his choice, demand a reduction of the remuneration or a cancellation of the contract. Only the immediate purchaser shall be entitled to make guarantee claims against XRAY-LAB. These claims shall not be transferable.
The liability of XRAY-LAB for damage as a consequence of its contractual activities shall be excluded, insofar as there is no suggestion of gross negligence or deliberate breach of contract. For any liability claims, there is a third-party liability insurance to the amount of 3 million € per damaging event annually for personal injury and damage to property. For the customer’s equipment and machinery on the premises of XRAY-LAB, there is an insurance coverage to the amount of 50,000 € in the event of fire, water and theft damage.
§6 Occupational health and safety
The tasks of XRAY-LAB employees at the customers’ are subject to the public law governed regulations of the occupational health laws that apply to the customer. The arising employer responsibilities are incumbent on the client without changing the responsibilities of the contractor. The client is responsible that applicable accident prevention and occupational health regulations as well as the terms of the work time laws are obeyed and that organization and measures for first aid are guaranteed in all work locations of the employee. The client has to inform the employee before beginning the task about location specific dangers as well as measures for their avoidance relating to the task to be performed. If the employee is exposed to chemical, physical or biological exposures during the task or performs dangerous tasks according to BGV A4 at the clients’ location, the client has to perform a work-specific preventive medical check-up before beginning of the task. In case of a work-related accident the client has to immediately inform the contractor.
§7 German Law; Jurisdiction
This is a translation of the German-speaking “Allgemeine Geschäftsbedingungen”. In case of doubt, always read the original German-language version. For these Terms and Conditions and all legal relationships between XRAY-LAB and the client, the Law of the Federal Republic of Germany shall be applicable. Insofar as the client is a registered dealer within the meaning of the Commercial Code, a legal entity under Public Law or property under Public Law, the District Court in Heilbronn or the Regional Court in Heilbronn shall have exclusive jurisdiction over all disputes arising directly or indirectly out of this contractual relationship. Should a provision of these Terms and Conditions, or a provision within the context of other agreements, be or become invalid, the validity of all the remaining provisions or agreements shall not be affected.