General Terms and Conditions of Business and Sale of LAUBNER® ID Solutions GmbH
GENERAL TERMS AND CONDITIONS
LAUBNER ID Solutions GmbH
Röntgenstraße 4
67133 Maxdorf
Germany
Version: August 2026
SECTION 1 – SCOPE AND ORDER OF PRECEDENCE
(1) These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal entities under public law and special funds under public law. LAUBNER’s offering is directed exclusively at customers entering into the contract in the course of their commercial or independent professional activities. Contracts are not concluded with consumers within the meaning of Section 13 BGB.
(2) These Terms and Conditions apply to all offers, deliveries and services provided by LAUBNER, including, without limitation, merchandise, hardware, the proprietary SALMO product, software, licences, configuration, customisation, implementation, training, maintenance, support, repairs and other services.
(3) Any deviating, conflicting or supplementary terms and conditions of the customer shall become part of the contract only if LAUBNER has expressly agreed to their application in text form. This requirement for consent shall also apply if LAUBNER performs a delivery or service without reservation despite being aware of such terms and conditions.
(4) Individual agreements shall always take precedence over these Terms and Conditions. In the event of a conflict, specifications, order confirmations, effectively incorporated licence terms of third-party providers and separate project, maintenance, support, confidentiality or data processing agreements shall otherwise take precedence.
(5) The version of these Terms and Conditions incorporated when the contract is concluded shall also apply to future transactions of the same kind without LAUBNER having to refer to them again in each individual case.
SECTION 2 – OFFERS, CONCLUSION OF CONTRACT AND SCOPE OF SERVICES
(1) Offers made by LAUBNER are subject to change and non-binding unless expressly designated as binding. Product presentations, catalogues, websites and online shop content do not constitute legally binding offers.
(2) The customer’s order constitutes a binding offer to enter into a contract. LAUBNER may accept this offer within ten working days by issuing an order confirmation in text form, delivering the goods or commencing performance of the services.
(3) If an order confirmation deviates from the order, it shall constitute a new offer from LAUBNER. The contract shall then be concluded through the customer’s express acceptance or unconditional acceptance of the delivery or service.
(4) The nature and scope of the performance owed shall be determined by the order confirmation, the agreed specification and, where applicable, a requirements specification. Public statements, advertising claims and manufacturer information shall become part of the contract only if expressly agreed or required by mandatory law.
(5) LAUBNER is entitled to make technically or economically reasonable modifications, provided that the agreed functionality and usability are not materially impaired. Products discontinued or replaced by their manufacturers may be substituted with equivalent successor products, provided that this is reasonable for the customer.
(6) Partial deliveries and partial performance are permissible to the extent that they are reasonable for the customer.
SECTION 3 – PRICES, ADDITIONAL COSTS AND PAYMENT TERMS
(1) All prices are net prices and are subject to statutory value-added tax. Unless otherwise agreed, prices are ex works or ex warehouse Maxdorf and exclude packaging, shipping, transport insurance, customs duties, import charges and other additional costs.
(2) Invoices are due for payment without deduction within 14 calendar days of the invoice date unless otherwise agreed in the offer or order confirmation. LAUBNER may require advance payment or reasonable instalment payments from new customers, for customer-specific services, for larger projects or where there are justified doubts regarding the customer’s ability to pay.
(3) In the event of late payment, the statutory default interest shall apply. LAUBNER is entitled to claim the statutory lump-sum default charge and any additional loss caused by the delay.
(4) If, after conclusion of the contract, it becomes apparent that the payment claim is at risk due to the customer’s insufficient financial capacity, LAUBNER may withhold any outstanding performance and require reasonable security or advance payment. If a reasonable deadline expires without result, LAUBNER may withdraw from the contract.
(5) In the case of continuing obligations or delivery periods exceeding four months, LAUBNER may pass on a proportionate share of any increases in procurement, material, energy, transport, customs or personnel costs occurring after conclusion of the contract and for which LAUBNER is not responsible. Cost reductions shall be taken into account accordingly. If the total price increases by more than five per cent, the customer may terminate or withdraw from the unfulfilled portion of the contract within ten working days of receiving notice of the increase.
SECTION 4 – CUSTOMER’S OBLIGATIONS TO COOPERATE
(1) The customer shall provide all information, contacts, access credentials, systems, data, test environments, approvals and cooperation required for performance in a timely, complete and free-of-charge manner.
(2) The customer is responsible for the accuracy, completeness and legality of the data, content, instructions and materials it provides. The customer shall ensure that their use does not infringe any third-party rights.
(3) Before any installation, migration, repair or support measures are performed, the customer shall create a current, complete and functional backup unless LAUBNER has expressly been commissioned to perform the backup.
(4) If the customer delays or fails to provide the required cooperation, agreed deadlines shall be extended accordingly. Any resulting additional work shall be charged at the agreed or customary rates. LAUBNER’s statutory rights shall remain unaffected.
SECTION 5 – DELIVERY, DEADLINES AND FORCE MAJEURE
(1) Delivery and performance dates shall be binding only if expressly confirmed as binding. Delivery periods shall not commence until all technical and commercial matters have been clarified and all agreed cooperation or advance payments have been provided.
(2) Events of force majeure and other events that were unforeseeable when the contract was concluded and for which LAUBNER is not responsible – including operational disruptions, cyberattacks, pandemics, strikes, lockouts, energy or raw material shortages, transport and logistics disruptions, official measures, export or import restrictions and late delivery by suppliers despite proper and timely procurement arrangements – shall extend applicable deadlines for the duration of the disruption plus a reasonable restart period.
(3) LAUBNER shall inform the customer of the beginning and expected end of a material disruption to the extent possible and reasonable. If the disruption lasts longer than eight weeks, either party may terminate or withdraw from the unfulfilled portion of the contract. Claims for damages shall exist in such a case only in accordance with Section 16.
(4) If the customer defaults in accepting delivery or breaches its obligations to cooperate, LAUBNER may store the goods at the customer’s expense and risk and charge the customer for the resulting costs.
SECTION 6 – SHIPPING, TRANSFER OF RISK AND INCOTERMS
(1) Unless otherwise agreed, delivery shall be made ex warehouse Maxdorf. At the customer’s request and expense, the goods shall be shipped to another destination.
(2) When goods are shipped, the risk of accidental loss or accidental deterioration shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other third party appointed to perform the shipment. This shall also apply to partial deliveries and carriage-paid deliveries.
(3) Any agreed Incoterms shall apply in the version expressly specified when the contract is concluded and shall take precedence over the preceding provisions.
(4) If shipping or handover is delayed for reasons attributable to the customer, the risk shall pass to the customer upon notification that the goods are ready for shipment or handover.
SECTION 7 – PACKAGING, PACKAGING WASTE AND EXTENDED PRODUCER RESPONSIBILITY
(1) LAUBNER uses product, sales, shipping, secondary and transport packaging. In the case of merchandise, the original packaging of the relevant manufacturer may form part of the delivery. For SALMO and other proprietary products, LAUBNER may be the producer of the packaging within the meaning of the applicable packaging legislation.
(2) Unless mandatory statutory provisions or alternative agreements provide otherwise, the commercial customer shall arrange for the separate collection and proper reuse, recovery or disposal of packaging generated at the destination. The customer shall comply with the law applicable at the destination and use authorised waste disposal or recovery companies.
(3) To the extent permitted by law, the customer shall bear the costs of collection, return, recovery and disposal. Upon reasonable request, the customer shall provide LAUBNER with appropriate evidence where required to satisfy statutory documentation or verification obligations.
(4) Mandatory statutory take-back, financing, registration, system participation, reporting, information, labelling and documentation obligations shall remain unaffected. Public-law obligations shall be transferred under these Terms and Conditions only to the extent expressly permitted by the applicable law.
(5) For deliveries to other countries, the mandatory packaging and extended producer responsibility requirements of the destination country shall also apply. Upon request, the customer shall provide LAUBNER with the information required to classify the delivery, end user, destination and applicable disposal channels.
(6) The preceding provisions shall not affect LAUBNER’s responsibility for the conformity of its own packaging, particularly the customer-specific packaging used for SALMO, or for required technical documentation and EU declarations of conformity.
SECTION 8 – MERCHANDISE AND THIRD-PARTY PRODUCTS
(1) In the case of merchandise, LAUBNER is required to supply the agreed product but is not required to manufacture or further develop it. The product’s technical characteristics shall be determined by the agreed specification and the incorporated manufacturer documentation.
(2) Manufacturer warranties shall be passed on to the customer to the extent that they are transferable. They exist alongside statutory and contractual warranty rights and do not constitute a separate guarantee from LAUBNER unless expressly stated otherwise.
(3) Software, firmware, cloud services, licences and other third-party services shall additionally be governed by the relevant provider’s licence and terms of use, provided that these were made available to the customer before conclusion of the contract or were otherwise effectively incorporated.
(4) The discontinuation, shortage or modification of third-party products is beyond LAUBNER’s control. LAUBNER shall inform the customer and, where possible, offer an economically and technically suitable alternative.
SECTION 9 – SALMO AND OTHER PROPRIETARY PRODUCTS
(1) LAUBNER is the manufacturer of SALMO and other products expressly designated as proprietary products. LAUBNER may also be the producer or generator of packaging procured or designed specifically for such products.
(2) The agreed characteristics shall be determined exclusively by the product description valid when the contract is concluded, the order confirmation and expressly agreed specifications. Suitability for a particular purpose shall be owed only if LAUBNER has expressly confirmed that purpose in text form.
(3) LAUBNER shall maintain the conformity documentation required for the product and its packaging in accordance with applicable law. Declarations of conformity and other legally required documents shall be provided to the customer in the prescribed form.
(4) The customer may not remove, modify or obscure markings, serial numbers, conformity marks, warnings, labels or packaging information. Any modifications, combinations or further processing undertaken by the customer shall be the customer’s responsibility unless expressly approved by LAUBNER.
(5) If the customer becomes aware of any safety-, conformity- or packaging-related irregularities, complaints or official enquiries concerning SALMO, it shall inform LAUBNER without undue delay and assist with any necessary corrective, recall or information measures.
SECTION 10 – ELECTRICAL AND ELECTRONIC EQUIPMENT AND BATTERIES
(1) Electrical and electronic equipment, batteries and accumulators shall additionally be subject to all applicable statutory requirements concerning registration, labelling, information, quantity reporting, take-back and proper recovery. Mandatory public-law obligations shall remain unaffected by any deviating contractual agreements.
(2) For products in the Nucleus series from Newcastle Systems that LAUBNER imports into and first makes available on the relevant market, LAUBNER shall fulfil the manufacturer or importer obligations incumbent upon it. The relevant electrical equipment shall be placed on the market under the WEEE registration applicable to LAUBNER. For the associated batteries and accumulators, LAUBNER maintains a separate take-back and recovery system with an appointed service provider.
(3) Where LAUBNER qualifies as the manufacturer under applicable electrical equipment legislation, the SALMO mobile workstation shall be placed on the market under the WEEE registration applicable to LAUBNER. The return, treatment and recovery of waste SALMO equipment shall be governed by statutory requirements and the return channels specified by LAUBNER.
(4) For batteries and accumulators supplied under a product name used by LAUBNER, statutory producer obligations shall be fulfilled by LAUBNER or the appropriately registered battery producer, depending on the product and supply chain. LAUBNER’s mandatory statutory obligations shall remain unaffected.
(5) In the case of other batteries, accumulators and devices containing batteries, particularly third-party brands, LAUBNER relies on the statutory registrations and product information of the respective manufacturer or upstream supplier. LAUBNER may suspend delivery or offer a substitute product if the required registrations, evidence or take-back arrangements are missing, expire or can no longer be reliably confirmed.
(6) The customer may not dispose of waste electrical equipment, batteries or accumulators as unsorted municipal waste. The customer shall collect them separately, protect them against damage and short circuits and return them exclusively through the return channels prescribed by law or specified by LAUBNER or the relevant manufacturer. Before returning any devices, the customer shall independently erase all personal and other confidential data unless LAUBNER has expressly been commissioned to erase such data.
(7) Where the law permits an alternative agreement concerning the organisation or costs of taking back and disposing of waste equipment used exclusively for commercial purposes, such an agreement may be included in the order confirmation, product information or a separate take-back agreement. Registration, reporting, labelling and other non-transferable manufacturer obligations shall not thereby be transferred to the customer.
SECTION 11 – SOFTWARE, LICENCES AND DIGITAL SERVICES
(1) Where LAUBNER supplies standard software or third-party licences, the customer shall receive rights of use in accordance with the licence terms of the relevant rights holder. Ownership of software shall not be transferred.
(2) For software created or adapted by LAUBNER, the customer shall, upon full payment, receive a non-exclusive, perpetual right of use for the contractually agreed purpose unless expressly agreed otherwise. Source code, development tools, libraries, general know-how and reusable components shall remain with LAUBNER.
(3) The customer may reproduce, modify, decompile, distribute or make software available to third parties only to the extent permitted by law or expressly agreed.
(4) The term of fixed-term licences, subscriptions and cloud services shall be determined by the order confirmation. The third-party provider’s renewal, termination and pricing provisions shall apply to the extent that they have been effectively incorporated.
(5) The customer is responsible for compliance with technical system requirements, administration of its IT environment, user and permission management and regular backups unless LAUBNER has expressly assumed responsibility for these services.
SECTION 12 – SERVICES, PROJECTS AND ACCEPTANCE
(1) Services shall generally be provided under a service contract. A specific result shall be owed only if it has expressly been agreed that the relevant work constitutes a work product.
(2) In the case of project services, the parties shall cooperate on the basis of the agreed specification, milestones and responsibilities. Changes to the scope of services require an agreement regarding their effects on deadlines, remuneration and resources.
(3) Where acceptance has been agreed or is required by law, the customer shall inspect and accept the performance within ten working days of its provision, provided that no material defects exist. Minor defects do not entitle the customer to refuse acceptance.
(4) Performance shall be deemed accepted only where the statutory requirements are met. Following completion, LAUBNER may set the customer a reasonable deadline for acceptance.
(5) Training, consulting and recommendations do not replace the customer’s own assessment and decision-making. The customer remains responsible for selecting and organising the systems used and for their lawful use.
SECTION 13 – RETENTION OF TITLE
(1) LAUBNER shall retain title to delivered goods until all current and future claims arising from the ongoing business relationship have been paid in full.
(2) The customer may resell goods subject to retention of title in the ordinary course of business. The customer hereby assigns to LAUBNER, in advance, the resulting claims up to the invoiced value of the goods subject to retention of title. LAUBNER accepts this assignment. The customer shall remain authorised to collect the claims until that authority is revoked.
(3) Any processing or transformation of goods subject to retention of title shall be carried out on behalf of LAUBNER. If such goods are combined, mixed or processed with other items, LAUBNER shall acquire co-ownership of the new item in the ratio of the invoiced value of the goods subject to retention of title to the value of the other items at the time of processing.
(4) In the event of third-party access, particularly seizure, the customer shall inform LAUBNER without undue delay and provide the documents required to pursue LAUBNER’s rights.
(5) If the realisable value of the security exceeds the secured claims by more than ten per cent, LAUBNER shall, at the customer’s request, release security of LAUBNER’s choice.
SECTION 14 – INSPECTION, NOTICE OF DEFECTS AND SUPPLEMENTARY PERFORMANCE
(1) If the contract constitutes a commercial transaction for both parties, the inspection and notification obligations under Section 377 of the German Commercial Code (Handelsgesetzbuch – HGB) shall apply. The customer shall give notice in text form of apparent defects without undue delay following delivery and of defects not apparent during inspection without undue delay following their discovery.
(2) The notice of defects must describe the defect in a comprehensible manner and, where reasonable, include the serial number, order or invoice number, operating environment, fault symptoms and appropriate evidence.
(3) In the event of justified defects, LAUBNER shall, at its discretion, provide supplementary performance by remedying the defect or supplying a replacement. As a general rule, LAUBNER shall be given the opportunity to make at least two attempts at supplementary performance within a reasonable period, provided that this is reasonable for the customer.
(4) If supplementary performance fails or is unreasonable, the customer may reduce the price or withdraw from the contract subject to the statutory requirements. Claims for damages shall be governed exclusively by Section 16.
(5) Claims for defects shall not apply in cases of natural wear and tear, improper handling, unsuitable operating conditions, failure to observe instructions, unauthorised modifications, faulty integration by third parties or the use of unsuitable consumables or accessories, to the extent that the defect is attributable to such circumstances.
(6) Returns must be agreed with LAUBNER in advance. LAUBNER may require an RMA number and appropriate packaging that ensures safe transport.
SECTION 15 – LIMITATION PERIODS AND GUARANTEES
(1) Claims for defects shall become time-barred twelve months after the transfer of risk or, in the case of performance requiring acceptance, twelve months after acceptance.
(2) This shortened period shall not apply in cases of intent, gross negligence, fraudulent concealment, an assumed guarantee, claims arising from injury to life, limb or health, claims under the German Product Liability Act or other cases in which the law mandatorily prescribes longer periods.
(3) Guarantees shall be assumed only if LAUBNER expressly designates them as guarantees. Manufacturer guarantees provided by third parties shall be governed exclusively by the respective manufacturer’s terms.
SECTION 16 – LIABILITY
(1) LAUBNER shall be liable in accordance with statutory provisions in cases of intent and gross negligence and for loss arising from injury to life, limb or health. The same shall apply to claims under the German Product Liability Act, expressly assumed guarantees and fraudulently concealed defects.
(2) In the event of a slightly negligent breach of material contractual obligations, LAUBNER shall be liable only for the foreseeable loss typical of the contract at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the customer may ordinarily rely.
(3) To the extent permitted by law, liability under paragraph (2) shall be limited, for each loss event, to twice the net order value of the relevant individual order. Multiple losses resulting from the same breach of duty or the same single event shall be treated as one loss event.
(4) To the extent permitted by law, LAUBNER shall in particular not be liable for indirect loss, consequential loss, production stoppages, interruptions to operations, lost profits or other purely financial losses unless caused by intent or gross negligence.
(5) Except in the cases specified in paragraph (1), LAUBNER’s liability for data loss shall be limited to the restoration costs that would have been incurred had the customer performed proper and regular backups.
(6) The preceding liability provisions shall apply to all contractual and non-contractual claims and correspondingly for the benefit of LAUBNER’s legal representatives, employees and agents.
SECTION 17 – INTELLECTUAL PROPERTY, DOCUMENTS AND CONFIDENTIALITY
(1) LAUBNER reserves ownership, copyright and other intellectual property rights in offers, calculations, drawings, concepts, documentation, samples, software components and other documents. Without LAUBNER’s consent, they may not be reproduced, disclosed to third parties or used for purposes other than those agreed in the contract.
(2) The customer warrants that specifications, data, trademarks, designs and other content provided by it are free from third-party rights. The customer shall indemnify LAUBNER against justified third-party claims to the extent that the infringement results from the customer’s instructions or materials.
(3) Both parties shall treat as confidential all non-public commercial, technical and organisational information of the other party. Separate confidentiality agreements shall remain unaffected.
SECTION 18 – DATA PROTECTION AND INFORMATION SECURITY
(1) The parties shall comply with all applicable data protection laws. Where LAUBNER processes personal data on the customer’s behalf, the parties shall enter into a data processing agreement before processing begins, where required by law.
(2) The customer is responsible for the lawfulness of the data processing it initiates and for fulfilling its obligations to provide information to data subjects.
(3) LAUBNER shall implement reasonable technical and organisational measures in accordance with the agreed scope of services. A particular certification or security level shall be owed only if expressly agreed.
SECTION 19 – EXPORT CONTROL AND END USE
(1) The customer shall comply with all applicable export control, embargo and sanctions regulations of the European Union, the Federal Republic of Germany and, where legally applicable, other countries.
(2) The customer shall not export, re-export, transfer or broker goods, software, technology or services, or use them for prohibited purposes, in contravention of applicable regulations. Upon request, the customer shall provide the required information concerning the final destination and recipients.
(3) LAUBNER may suspend performance or withdraw from the contract if performance would violate export control or sanctions law or if the required authorisations are not granted. In such a case, the customer shall have claims for damages only in accordance with Section 16.
SECTION 20 – SET-OFF AND RIGHTS OF RETENTION
(1) The customer may set off claims only against counterclaims that are undisputed, have been finally adjudicated or are ready for decision.
(2) The customer may exercise a right of retention only on the basis of claims arising from the same contractual relationship.
SECTION 21 – GOVERNING LAW, PLACE OF PERFORMANCE AND JURISDICTION
(1) The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of public law shall remain unaffected, particularly the laws of the destination country concerning products, packaging, the environment, extended producer responsibility, exports and market surveillance.
(2) The place of performance for deliveries, services and payments shall be LAUBNER’s registered office unless otherwise agreed.
(3) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be LAUBNER’s registered office, provided that the customer is a merchant, a legal entity under public law or a special fund under public law. LAUBNER shall remain entitled to bring proceedings against the customer at the customer’s general place of jurisdiction.
SECTION 22 – FINAL PROVISIONS
(1) Amendments and additions to the contract should be made in text form for evidentiary purposes. Individual agreements shall take precedence irrespective of their form.
(2) If any provision of these Terms and Conditions is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provisions.
(3) The German-language version shall prevail. Translations are provided for information purposes only unless expressly agreed otherwise.