APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS AND DEVIATIONS
a) The following General Terms and Conditions shall apply to all current and future contracts between the client in his capacity as an entrepreneur and apis Labor GmbH.
b) Deviations from these conditions, and in particular the conditions of the client, shall only be effective if they are expressly acknowledged and confirmed in writing by the engineering office.
2. OFFERS, CONTRACT CONCLUSION, SIDE AGREEMENTS
a) The offers from apis Labor GmbH are non-binding and subject to change unless otherwise stated, regarding all provided data including the fees. Acceptance declarations and all orders require written or telegraphic confirmation to be legally valid. The same applies to additions, modifications, or side agreements.
b) Drawings, illustrations, dimensions, weights, or other performance data are only approximately authoritative and only binding if expressly agreed in writing.
c) For projects (e.g.: method developments, method establishment (or verifications) and method validations), all expenses (chemicals, personnel costs, and device hours) incurred by apis Labor GmbH must be compensated, even if the project does not lead to a valid conclusion (report).
d) Agreements generally require written form.
3. FEES, SCOPE OF SERVICES
a) All fees are stated in EURO unless otherwise specified.
b) Value-added tax (VAT) is not included in the stated fee amounts and is to be paid separately by the client.
c) Compensation with any counterclaims, for whatever reason, is not permissible.
d) For goods and services delivered or provided more than four months after the conclusion of the contract, we have the right to increase or decrease prices to the extent that costs have changed due to collective agreements, changes in freight, shipping, and ancillary shipping costs, and material prices.
4. DELIVERY AND RISK TRANSFER
a) Delivery dates and deadlines are non-binding. They are considered met when the delivery item has left our premises by the deadline or we have notified the laboratory of the readiness for shipment.
b) The delivery obligation of apis Labor GmbH is suspended as long as the client is in arrears with any obligation.
c) apis Labor GmbH is entitled to deliver partial services. These will be invoiced separately.
d) The shipping is at the customer's risk and expense.
e) The risk of accidental loss and deterioration of the goods passes to the customer upon handover to the person or institution designated for shipping. This also applies to partial deliveries.
f) Delays in delivery and performance due to force majeure (defective equipment, medical incidents among employees and management, availability of chemicals, IT problems, etc.) and due to events that materially hinder or make it impossible for the seller to deliver, including strikes, lockouts, official orders, etc., even if they occur with suppliers of the seller or their subcontractors, are not the responsibility of the seller even in the case of binding deadlines and terms. They entitle the seller to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up time or to partially or completely withdraw from the contract due to the unfulfilled part.
g) If shipping is delayed due to circumstances not attributable to apis Labor GmbH, the risk passes to the customer from the day of readiness for shipment.
h) Handing over is deemed equivalent if the customer is in default of acceptance.
i) The standard processing time (turnaround time) for analyses is 21 working days. Exceptions can be regulated individually either through a technical contract (QA Agreement) or during the confirmation of the offer.
5. PAYMENT
a) Unless otherwise agreed, invoices are due for payment 7 days after the invoice date. A prerequisite is the settlement of all other obligations older than 14 days arising from the business relationship with apis Labor GmbH.
b) For first orders or when necessary, apis Labor GmbH can require advance payments or deposits of up to 100% of the order volume to be invoiced in advance.
c) In the case of urgent samples, urgent projects that do not have a mutually agreed completion date in advance, or any other particularly urgent orders, apis Labor GmbH can, at its discretion, invoice a surcharge of up to 50% of the order volume. However, at least 30% will be charged.
d) Payment by bill of exchange can only be made with express written consent. Checks and bills of exchange are always accepted only as fulfillment. Fees and costs, as well as the risk for the timely presentation and protest, are borne by the customer. Payment by bill of exchange excludes any discount.
e) If the payment deadline is exceeded, default occurs without a reminder. During the default, the invoice amount is to be paid with an annual interest rate of 9.2% above the ECB's base rate plus reminder fees and subject to the assertion of further damages for delay.
f) If apis Labor GmbH becomes aware of circumstances that question the creditworthiness of the customer, such as a returned check or a suspension of payments, or if the seller becomes aware of other circumstances that question the creditworthiness of the customer, apis Labor GmbH reserves the right to declare the entire remaining debt due. Furthermore, apis Labor GmbH is entitled to request advance payments or securities.
g) The customer is only entitled to set-off or retention if the counterclaims have been legally established or are undisputed.
f) Regular audits of the company in accordance with GMP guidelines can be conducted every three years for a duration of one day (from 09:00 to 16:30), provided that a notice period of at least three months is given. The signing of a Non-Disclosure Agreement (NDA) is a prerequisite for the audit. For small clients (with annual sales under €10,000), a flat fee of €3,500 will be charged for the preparation and execution of the audit.
6. WARRANTY and Liability
a) Warranty claims can only be asserted after the customer has notified defects, which must be done exclusively by registered letter within 7 days of delivery of the service or partial service. Defects that could not be discovered even with careful inspection within this period must be communicated to the customer immediately upon discovery.
b) For defects, the primary warranty remedies of replacement or improvement will be chosen first.
c) If the subsequent fulfillment fails, the customer can generally demand a reduction in price or withdrawal from the contract at their choice. However, no right of withdrawal exists in the case of only minor breaches of contract, especially in the case of minor defects.
d) If the customer withdraws from the contract due to a legal or material defect after failed subsequent fulfillment, they have no additional claim for damages.
e) If the customer chooses a claim for damages after failed subsequent fulfillment, the goods remain with them if this is reasonable. The claim for damages is limited to the difference between the agreed price and the value of the defective delivery or performance. This does not apply if we caused the breach of contract intentionally.
f) The warranty period is one year.
g) The quality of the delivery or service is generally considered only the product description as agreed, subject to point C, paragraph 2. Public statements, promotions, or advertising do not constitute a contractual quality specification.
h) The customer does not receive any guarantees in the legal sense from apis Labor GmbH. Any manufacturer's guarantees remain unaffected.
7. WITHDRAWAL FROM THE CONTRACT
a) A withdrawal from the contract is only permissible for an important reason.
b) In the event of delayed performance by the laboratory, a withdrawal by the client is only possible after a reasonable grace period has been set; the grace period must be set by registered letter.
c) In the event of default by the client in a partial service or an agreed participation activity that makes the contract performance impossible or significantly hinders it, the laboratory is entitled to withdraw from the contract.
d) If the laboratory is entitled to withdraw from the contract, it retains the claim for the entire agreed fee, as does the client in the case of an unjustified withdrawal. Furthermore, § 1168 of the Austrian Civil Code (ABGB) applies; in the case of a justified withdrawal by the client, the client must compensate for the services provided by the laboratory.
8. LIABILITY LIMITATION
a) In the case of slight negligent breaches of duty, the liability of apis Labor GmbH is limited to the typical foreseeable, contract-specific average direct damage based on the type of delivery or service. This also applies in the case of slight negligent breaches of duty by our legal representatives or vicarious agents. We are not liable for slight negligent breaches of insignificant contractual obligations.
b) The above liability limitation does not apply to claims arising from product liability. Furthermore, the liability limitations do not apply to unallocated bodily injury and health damage or loss of life of the client.
c) Customer claims for damages due to defects shall expire one year after the delivery of the goods or services. The limitation period for the client's claims for damages is one year from the delivery of the goods or services. This does not apply in cases of gross negligence or intent, as well as in cases of attributable bodily injury or health damage or loss of life of the client.
9. RETENTION OF TITLE
a) The delivered goods remain our property until all claims from the business relationship between apis Labor GmbH and the client are fully paid. The inclusion of individual claims in an ongoing account as well as the balance getting recognized does not affect the retention of title. Payment is deemed to have been made only upon receipt of the equivalent value at the laboratory.
b) The customer is entitled to process the retained goods in the normal course of business; however, pledging, securities transfer, or security assignment is not permitted. The customer is obliged to secure our rights when reselling retained goods on credit.
c) The customer assigns claims from the resale of retained goods to apis Labor GmbH. Regardless of the assignment and the right of collection, the customer is entitled to collect as long as they fulfill their obligations to apis Labor GmbH and do not fall into financial distress. At the request of apis Labor GmbH, the customer must provide the necessary information for collection about the assigned claims and inform the debtors of the assignment.
d) Any processing of retained goods is carried out by the customer on behalf of the supplier, without obligations arising for the latter. In the case of processing, connection, mixing, or blending of retained goods with other goods not owned by the supplier, apis Labor GmbH will have a co-ownership share in the new item according to the ratio of the invoice value of the retained goods to the other processed goods at the time of processing, connection, mixing, or blending. If the customer acquires sole ownership of the new item, the contracting parties agree that the customer grants apis Labor GmbH co-ownership of the new item in proportion to the invoice value of the processed or combined, mixed, or blended retained goods and stores it free of charge for apis Labor GmbH.
e) If the retained goods are sold together with other goods, regardless of whether without or after processing, connection, mixing, or blending, the above agreed priority assignment only applies to the invoice value of the retained goods that are sold together with the other goods.
f) The customer must promptly inform the supplier of any enforcement measures by third parties regarding the retained goods or the claims assigned in advance, handing over the necessary documents for an intervention.
g) apis Labor GmbH undertakes to release the securities owed to the customer according to the above provisions at the customer's request, provided that their value exceeds the claims to be secured by 20% or more. The choice of the securities to be released is at apis Labor GmbH's discretion.
10. CUSTOMER DATA
apis Labor GmbH is entitled to store and internally process customer data within the framework of legal provisions, in particular the Federal Data Protection Act.
11. INDEMNIFICATION
a) The customer assures that it has acquired all rights to the documents or products handed over to the laboratory and that it does not infringe any third-party rights, particularly copyrights, trademarks, and patent rights, nor is it otherwise prevented from utilizing the aforementioned documents or products. The customer indemnifies and holds the laboratory harmless if any claims are made by third parties in connection with the contractual use of the aforementioned items.
12. PURPOSE OF USE OF THE PRODUCTS AND GOODS
a) The products are tested for laboratory and testing purposes and for use in industrial pharmaceutical manufacturing, development, and testing. Before their use for any other purpose, particularly in medicine or in food or beverage processing, the customer must verify their suitability for such purposes. Liability for such use cannot be assumed by apis Labor GmbH.
b) If we have made the delivery promise of specific products dependent on the purpose of use, the customer is liable for all disadvantages arising for apis Labor GmbH from incorrect information. For poisons and other substances whose use is only permitted within the framework of legal or official regulations, the customer's order simultaneously constitutes a declaration that these substances are to be used for an allowed purpose within the aforementioned context. Users or consumers of the products of apis Labor GmbH are obliged to apply the laboratory guidelines of the professional association of the chemical industry to these products. They must also observe all legal provisions regarding the handling of these substances.
13. FULFILLMENT LOCATION
The place of fulfillment for all office services/laboratory services is the registered office of apis Labor GmbH.
14. CHOICE OF LAW, JURISDICTION
a) For contracts between the client and apis Labor GmbH, Austrian law shall apply, except for the unified UN Sales Law.
b) For all disputes arising from this contract, the jurisdiction of the competent court at the registered office of the laboratory is agreed.
c) Should individual provisions of the contract, including these General Terms and Conditions, be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
Last Amendment: April 30, 2025
