Standard Terms and Conditions (hereafter ‘Standard Terms and Conditions’) of
SafeLab GmbH Electronic Component Testing (hereafter ‘SafeLab GmbH’), Kitzberger Feld 22, 85405 Nandlstadt, Germany. Valid from March 2023.
These Standard Terms and Conditions are a translation of the original German document. They are intended for informational purposes only. The German wording is binding in all cases.
Section 1 Scope of application
1.1 These Standard Terms and Conditions form part of all contracts for testing services concluded with SafeLab GmbH. They also apply to all future contracts, even if not agreed separately.
1.2 Any standard terms and conditions of our customers are not applicable where they contradict these Standard Terms and Conditions. This also applies if SafeLab GmbH does not contradict their validity in individual cases.
Section 2 Testing services for high-risk applications
2.1 With the exception of orders based on individual agreements in individual cases and secured by individual contractually agreed liability and indemnity provisions, SafeLab GmbH excludes orders from and in connection with products in the fields of aeronautics and aerospace (hereinafter high-risk applications) from testing services, and rejects the conclusion of contracts as well as offers from the customer for the provision of testing services.
2.2 Insofar as such an area of application according to section 2.1 is known or recognised by the customer, the customer is obliged to inform SafeLab GmbH of this immediately, and this must expressly be made in writing. This also applies if the customer becomes aware of this after SafeLab GmbH has provided the testing services.
2.3 In the event of an infringement of section 2.2, the customer shall indemnify SafeLab GmbH in full against any claims for damages made by third parties against SafeLab GmbH due to any defective testing services. This does not apply if the customer is not responsible for the breach of section 2.2 (see Section 276 of the German Civil Code (BGB)).
2.4 Furthermore, in the event of infringements of section 2.2, the customer shall indemnify SafeLab GmbH as if liability insurance cover existed for SafeLab GmbH within the framework of the existing liability insurance contract for SafeLab GmbH apart from the relevant exclusions for high-risk applications.
Section 3 Conclusion and content of contracts
3.1 Only the written order confirmation is decisive for the content of the contract. The confirmation reflects in full the content of the contract concluded between the contracting parties. If the customer has any objections to the details in the order confirmation, they must object to it in writing without delay. Otherwise, the contract will be concluded in accordance with the order confirmation in conjunction with the provisions of these Standard Terms and Conditions.
3.2 Specific customer requests regarding testing methods will only be deemed to be agreed if specified in the order confirmation or another express written agreement has been made in this respect. Supplements and amendments to the agreements concluded, including these Standard Terms and Conditions, must be made in writing to be valid. With the exception of managing directors or authorised signatories, the employees of SafeLab GmbH are not authorised to make verbal agreements deviating from this.
3.3 Information about the testing services provided by SafeLab GmbH that is set out in in brochures, catalogues, data sheets, advertising material, illustrations and other forms is only approximately authoritative, unless the usability for the contractually intended purpose requires exact conformity. Such information does not set out guaranteed characteristics of quality, but comprises descriptions and identifications of the delivery or service.
3.4 Customary industry deviations about testing services and deviations that are made on the basis of legal regulations are permissible, provided they do not impair usability for the contractually intended purpose.
3.5 SafeLab GmbH retains the title to and copyright of all offers made by it and of all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. The customer may not, without the express consent of SafeLab GmbH, make them accessible to third parties either as such or in terms of content, disclose them, use them themselves or through third parties, or reproduce them. At the request of SafeLab GmbH, they must be returned in full to SafeLab GmbH and the customer must destroy any copies that may have been made if they no longer need them in the ordinary course of business or if no corresponding contract has been concluded with SafeLab GmbH.
3.6 The customer may use and duplicate testing reports for their own purposes. The customer may only make testing reports available to third parties if SafeLab GmbH has expressly agreed to the disclosure in writing (especially in the order confirmation). Any consent obtained by the customer from SafeLab GmbH in contravention of section 2.2 is invalid and use of testing reports to that effect as well as copying by the customer is not permitted. Even if consent has been given, SafeLab GmbH is entitled to demand the return and destruction of testing reports and any copies made if there is an important reason. An important reason exists, for example, if a defect in the testing service was identified or a testing service was provided although it concerned a high-risk application in accordance with section 2.1.
Section 4 Delivery, delivery dates
4.1 SafeLab GmbH is entitled to partial performance if the partial performance can be used by the customer within the scope of the contractual purpose, the remaining performance is ensured, and the customer does not incur any significant additional expenses or costs as a result.
4.2 The performance dates stated by SafeLab GmbH are not fixed dates, unless it has been expressly agreed that the transaction involves specific performance or delivery on the agreed date.
4.3 The agreed delivery and performance periods will be extended – without prejudice to any rights of SafeLab GmbH arising from default by the customer – by the period during which the customer fails to meet its contractual obligations to SafeLab GmbH (for example, by not providing work equipment required for the testing service, such as reference components, parts to be tested, materials, devices, etc.).
4.4 Insofar as the customer provides SafeLab GmbH with working materials and test objects (in particular, parts to be tested and reference components), the customer assures that the property rights of third parties are not infringed by the use and delivery, and indemnifies SafeLab GmbH from any liability in this regard.
Section 5 Express agreements
5.1 If, in the course of express processing, an increased express freight charge for any reference components or other test items to be procured by SafeLab GmbH for the purpose of carrying out the test services has been agreed with the customer, this compensatory payment and also the expenses for finding the test items are also to be paid if the delivery is delayed due to circumstances for which SafeLab GmbH is not responsible and as a result the desired customer date was therefore not met. This includes in particular delays as a result of force majeure, official measures (customs), industrial disputes, sabotage and shortage of raw materials.
Section 6 Prices
6.1 The prices stated in the order confirmation are binding, along with packaging, freight, insurance, customs duty and the respective statutory value-added tax. Additional or special requirements are charged separately. The prices apply from the registered office of SafeLab GmbH.
Invoices are due for payment within thirty (30) days without any deductions, unless expressly agreed otherwise. The date of receipt of payment by SafeLab GmbH is decisive.
6.2 If a supplier of reference components increases its prices before SafeLab GmbH has procured these for the purpose of carrying out the test service, SafeLab GmbH is also entitled to increase the price agreed with the customer for these reference components to the same extent, but only if SafeLab GmbH is not in default of performance.
Section 7 Offsetting, right of retention
7.1 Offsetting against counterclaims of the customer is only permissible if the counterclaim is undisputed or has been legally established. The same applies to the exercise of a right of retention by the customer. The commercial right of retention according to Section 369 of the German Commercial Code (HGB) is excluded.
7.2 If the customer is in default of payment or if their financial circumstances have deteriorated significantly after conclusion of the contract or if such deterioration of financial circumstances becomes known subsequently or if an application has been filed for the opening of insolvency proceedings against the customer’s assets, SafeLab GmbH is entitled to make or provide outstanding deliveries or services only against advance payment or the provision of security. The right to terminate or withdraw from the contract remains unaffected.
Section 8 Transfer of risk, shipment
8.1 The risk of deterioration and loss passes to the customer upon delivery of the goods (in particular, reference components and components to be tested). In the case of shipment, in particular also freight-free delivery, the risk of deterioration and loss passes to the customer as soon as the goods are handed over to the freight forwarder, the carrier or other third parties designated to carry out the shipment. This also applies if partial deliveries are made or SafeLab GmbH had agreed to provide other services.
8.2 If the handover or shipment is delayed due to a circumstance for which the customer is responsible, the risk passes to the customer from the day on which SafeLab GmbH was ready to ship and has notified the customer of this.
Section 9 Warranty, withdrawal from contract, impossibility
9.1 The warranty period shall be one year from the date of delivery of the testing results to the customer, applying section 10.4 of these Standard Terms and Conditions accordingly.
9.2 Under general warranty, SafeLab GmbH is only liable for the products it sells being free of defects. SafeLab GmbH is not liable for the suitability of the delivered products in the area of use intended by the customer or the safety of the product in the customer’s specific application. Even in the event of application advice, liability is limited to the absence of defects in the products supplied.
9.3 SafeLab GmbH is entitled to withdraw from the contract if the fulfilment of the contract becomes impossible for reasons for which it is not responsible or if events unforeseeable at the time of conclusion of the contract change the contractual circumstances later so fundamentally that it can no longer be expected to adhere to the contract. Such an unconscionable change exists in particular if the testing service concerns a high-risk application of the test object (see section 2.1 of these Standard Terms and Conditions) and this was not known to SafeLab GmbH. In the aforementioned cases, SafeLab GmbH can demand compensation from Customer for all necessary expenses incurred for the order.
9.4 SafeLab GmbH is not liable for impossibility of the performance of the testing service insofar as this has been caused by force majeure or other events not foreseeable at the time of conclusion of the contract (such as operational disruptions of all kinds, transport delays, strikes or non-delivery, incorrect delivery or late delivery by the supplier of reference components or other test items, for example) and for which SafeLab GmbH is not responsible. If such events make it considerably more difficult or impossible for SafeLab GmbH to perform the testing, and the hindrance is not merely temporary, SafeLab GmbH is entitled to withdraw from the contract. If the hindrances are only temporary, the deadlines for the provision of the testing services shall be extended by the period of the hindrance plus a reasonable start-up period. Otherwise, SafeLab GmbH’s liability for impossibility of performance and delay is limited to the liability as regulated in section 10 of these Standard Terms and Conditions.
Section 10 Liability / compensation
10.1 SafeLab GmbH will be liable for damages – for whatever legal reason – in accordance with statutory provisions in the event of intentional or grossly negligent conduct by SafeLab GmbH or one of its agents. In the event of simple negligence on the part of SafeLab GmbH or one of its agents, SafeLab GmbH will not be liable unless it contravenes a material contractual obligation, the fulfilment of which characterises the contract and on which the customer could rely. In this case, the liability of SafeLab GmbH is limited to damages that the customer foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or, taking into account the circumstances that were known to the customer or that the customer should have known, should have foreseen when applying the usual due diligence. In this case, indirect damage and consequential damage caused by defects can only be compensated for insofar as such damage is typically to be expected when the product is used as intended.
10.2 Insofar as liability is limited to the foreseeable damage of the customer in accordance with section 10.1, SafeLab GmbH shall be liable to a maximum amount of €500,000.00.
10.3 The limitations of liability set out above under sections 10.1 and 10.2 shall not apply in the event of injury to life, body or health, in case of the acceptance of a guarantee, fraudulent concealment of a defect in the test performance was fraudulently concealed, or liability under the German Product Liability Act (ProdHaftG).
10.4 The limitation period for claims for damages against SafeLab GmbH is one year. This does not apply to such claims for damages which have been excluded from limitations of liability according to sections 10.1 to 10.3. In the latter case, the relevant statutory limitation period applies.
Section 11 Place of performance, place of jurisdiction, applicable law, and miscellaneous provisions
11.1 The place of performance for all mutual obligations is Nandlstadt, Germany.
11.2 The place of jurisdiction for all legal disputes between business parties arising from the contractual relationship as well as from its creation and effectiveness is Freising, Germany. At our discretion, we may also file an action at the customer's registered place of business.
11.3 The law of the Federal Republic of Germany is applicable, including the Civil Code (BGB) and the Commercial Code (HGB). UN sales law and international private law are not applicable
11.4 The individual provisions of the contract remain binding even if individual conditions are invalid. Should a provision be invalid in whole or in part, the parties to the contract will immediately seek to replace the invalid provision with a valid provision that most closely achieves the intended economic intent of the invalid provision.
11.5 Should a provision of these Standard Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. Instead of the invalid provision, the terms will be adjusted to incorporate a valid provision that most closely achieves the economic intent of what the parties would have agreed if they had considered the invalidity of the provision.
11.6 The customer is aware that SafeLab GmbH stores data arising from the contractual relationship in accordance with Regulation (EU) 2017/679 (General Data Protection Regulation) for the purpose of data processing.
