Terms & Conditions
LABWEAR STUDIOS | GENERAL TERMS AND CONDITIONS
1. Definitions
In these General Terms and Conditions of sale and the Agreements to which they have been declared applicable, the following terms are accorded the following meanings:
Agreement(s): the agreement(s) between LABWEAR and You, any amendment or supplement thereto, and the General Terms and Conditions applicable to Agreements;
LABWEAR: LABWEAR VENTURES GMBH registered in Switzerland;
LabwearOS: online proprietary platform of LABWEAR for developing and customising Products offered on LABWEAR’s Website;
Functional Design: the existing LABWEAR owned IP rights in or to the technical garment design used in the creation of the Product. This is developed and created by LABWEAR, by means of, inter alia, the LabwearOS platform, explicitly including any (technical) features and specifications used in the creation of any fabric, garment, or other products, including underlying software and platform technologies.
General Terms and Conditions: these general terms and conditions of sale;
Order(s): the Order, including any written amendment thereto, for the delivery of Products and/or the provision of Services as set out overleaf together with these General Terms and Conditions.
Product(s) and Service(s): development services, garment samples, PPS samples and /or garment bulk productions supplied, to be supplied, or to be performed by LABWEAR to You, including product documentation;
Quotation(s): the written (or electronic) description of the Products and/or Services to be supplied by LABWEAR to You, to which these General Terms and Conditions apply;
Website: the website of LABWEAR, www.labwearstudios.com
You(r): an authorized natural person or legal entity acting as a company, which is registered in the trade register and wishes to purchase certain Products or Services from LABWEAR.
2. General
2.1 These General Terms and Conditions form an integral part of each Agreement, Quotation or Order confirmation and are also applicable to all other existing and/or future transactions, legal or otherwise, between Parties, whether preparatory or executory in nature.
2.2 The applicability of other general terms and conditions (including Yours) is expressly excluded.
2.3 Conditions that deviate from these General Terms and Conditions only apply insofar as they have been explicitly accepted by LABWEAR in writing and moreover apply only to the Agreement concerned.
2.4 Amendments and additions to any provision of the Agreement are deemed valid only if they have been laid down in writing and signed by both parties.
2.5 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, the other stipulations in these General Terms and Conditions or the Agreement nonetheless remain in effect.
2.6 If any stipulation in these General Terms and Conditions, or in the Agreement, is for any reason partially or completely null or void or is nullified or voided, Parties must negotiate the terms of a new stipulation which mirrors as closely as possible the substance and the intent of the original stipulation.
2.7 In the event of uncertainty as to the interpretation of one or more stipulations in these General Terms and Conditions, they must be interpreted in the spirit of the stipulation or stipulations concerned.
2.8 Failure by LABWEAR to require strict compliance with these terms and conditions at all times does not imply that the provisions of these terms and conditions do not apply at all, or that LABWEAR has given up its right to require strict compliance with these terms and conditions in other cases.
2.9 The term "in writing" regarding communications between LABWEAR and You also refers to electronic communications. LABWEAR’s electronic system is the sole source of proof of the content and time of receipt and transmission of the electronic communications in question.
In the event of any inconsistency between an Agreement, these General Terms and Conditions and the Quotation, precedence is given, in descending order, to the Agreement, these General Terms and Conditions and, finally, to the Quotation.
3. Orders and LabwearOS
3.1 Prior to the conclusion of an Agreement, You must provide LABWEAR with all essential information in connection with the Products or Services provided by LABWEAR. You guarantee the accuracy and completeness of the information based on which LABWEAR creates the Quotation, Sample, and/or Bulk Production. Your Order is in accordance with any instructions of LABWEAR and You have considered all manufacturing and other limitations as specified by LABWEAR on its website, including its manufacturing standards or as otherwise made available to You.
3.2 All Quotations by LABWEAR are extended without obligation, except when and insofar as otherwise stated by LABWEAR. An Order submitted by You constitutes a binding commitment to that Order. If a non-binding Quotation is accepted by You, LABWEAR is nonetheless entitled to revoke the Quotation within ten (10) working days of receiving notification of the acceptance.
3.3 The content of all price information and any other details provided with a Quotation are stated as accurately as possible. The data in question are only binding on LABWEAR if this has been explicitly confirmed in writing by LABWEAR. Obvious mistakes or errors in the Quotation are not binding on LABWEAR.
3.4 A Quotation is valid for thirty (30) days from the day the Quotation is dated unless the Quotation explicitly states otherwise or unless agreed otherwise in writing by the parties. If You does not accept a Quotation within this period, LABWEAR is entitled to change the conditions and the price stated in the Quotation.
3.5 All Services performed by LABWEAR are based on an obligation to perform to the best of one's ability, unless and insofar as LABWEAR explicitly promises a certain result and the result concerned is described with sufficient certainty.
3.6 LABWEAR has the right to have certain work carried out by third parties.
3.7 Nothing in the Agreement between parties will in any way, directly or indirectly, limit LABWEAR’s ability to perform development services, sampling services, garment production services, garment design services and/or other related Services to its current and future clients.
3.8 LABWEAR reserves the right to delete accounts and design submissions which reflect (at LABWEAR’s sole discretion) racist iconography, imagery or text, prejudice, demeaning, abusive, pornographic or overarching designs of an intimidating nature.
4. Formation of the Agreement
4.1 An Agreement is deemed to be concluded only in the event that:
(i) You accept the Quotation and that written confirmation of the Agreement has been provided to You by LABWEAR, or once the performance of the Agreement has commenced,
(ii) there are sufficient resources available to LABWEAR to complete Your Order within the stated timelines and price, and
(iii) Your Order was not accepted on the basis of incorrect information, including but not limited to information regarding pricing and specifications.
4.2 If these conditions precedent are not met, LABWEAR is entitled to cancel Your Order (with retro perspective effect).
4.3 No derogation from the terms of the Quotation, whether or not of subordinate significance, is binding on LABWEAR, unless the derogation is expressly accepted by LABWEAR.
4.4 In the event no Quotation, Agreement and/or Order confirmation has been sent, the invoice will function in its stead, and is deemed to reflect the terms of the Agreement correctly and completely.
4.5 Each Agreement is entered into under the suspensive condition of Your creditworthiness.
5. Prices and rates
5.1 If prices and/or rates of price-determining factors, wages, materials, currency differences, transport costs, import duties or insurance rates are increased for any reason whatsoever, LABWEAR is entitled to change the agreed (fixed) price accordingly.
5.2 If the performance of an Agreement by LABWEAR is delayed at Your request or due to the absence of data or instructions, the provision of erroneous data or other causes on Your part, LABWEAR is entitled to extend lead-times accordingly or increase the prices with any additional costs incurred as a result thereof.
6. Billing and payment
6.1 100% of the invoice relating to development, samples and bulk production Orders must be paid at the time of the Order placement. For following bulk production Orders, a 14-day payment term can be negotiated depending on the results of the financial analysis of Your credit worthiness.
6.2 All prices stated by LABWEAR are exclusive of value added tax ('VAT') or any other taxes, governmental fees, assessments, or duties, unless expressly stated otherwise herein. You are responsible for all taxes associated with the order. Without limiting the foregoing, You shall pay all applicable taxes, governmental fees, assessments or duties that LABWEAR charges You in addition to the prices quoted.
6.3 Full payment must be made to the bank account of LABWEAR whereby no deductions, withholding, or adjustments are allowed, also in the event You have lodged a claim. The value date specified on LABWEAR’s bank statements is regarded as the date of payment.
6.4 If the invoice is not paid in full within thirty (30) days, You will be in default without need of further notification. Interest will accrue at the rate of 8% of the late payment or part thereof from the date that You are in default until the date payment in full is credited.
6.5 You are obliged to pay all judicial and extrajudicial (collection) expenses. These include, but are not limited to, costs relating to seizure, petition of bankruptcy, and debt collection, as well as expenses incurred by LABWEAR for legal representation, process servers, and the consultation of other specialists. LABWEAR is entitled to charge You extrajudicial debt collection expenses amounting to at least 15% of Your entire late payment, with a minimum of EUR 500 plus VAT, without prejudice to LABWEAR’ right to seek full compensation for damage and costs related to the collection of payments due.
6.6 At or upon conclusion of the Agreement, You are obliged to make advance payments in the amounts indicated by LABWEAR at LABWEAR's first request. LABWEAR is not liable for interest on advance payments.
6.7 Any objection to the invoice must be brought to the attention of LABWEAR within fourteen (14) days of the invoice date, failing which the invoice is deemed to have been found in order and accepted by You, and for which no further complaints will be accepted.
6.8 In the event of an Agreement that is performed incrementally, LABWEAR is entitled to invoice each partial performance.
6.9 Incoming payments are always first applied to settle judicial and extrajudicial costs, fines, and interest, and are subsequently applied to settle the oldest accounts outstanding at LABWEAR, irrespective of any other instructions given by You.
7. Delivery, transport, and risk
7.1 Delivery of Products will take place on Ex Works ('EXW'), unless agreed otherwise in writing. The term EXW will be accorded the meaning specified in the most recent version of the Incoterms published by the International Chamber of Commerce in Paris, France, at the time of entering into an Agreement.
7.2 The Products are at Your expense and risk from the moment they are presented for delivery, as indicated in Article 7.1.
7.3 LABWEAR has fulfilled its obligation to execute delivery if You have had an opportunity to take receipt of the purchased Products at the agreed place and time.
8. Taking Delivery
8.1 You are obliged to cooperate with the delivery process, as well as to take delivery of the Products.
8.2 In the event that You fails to take delivery of the Products, LABWEAR reserves the right to pass on any related costs (including the cost of storage and transport) to You.
8.3 Delivery is deemed to have been refused if the ordered Products have been presented for delivery but were unable to be delivered. The day on which delivery is refused is deemed to be the day of delivery.
9. Delivery times and terms of delivery
9.1 Delivery times and terms of delivery commence on the first working day subsequent to the conclusion of the Agreement.
9.2 The delivery times and terms of delivery indicated or agreed by LABWEAR will be based on the information and circumstances known at the time the Agreement was concluded.
9.3 Specified or agreed delivery times and other terms are approximate and must never be taken to imply a strict deadline. In the event of non-timely performance, You must give LABWEAR notice of default in writing. You are entitled to terminate the Agreement by written notice if and to the extent that LABWEAR has not delivered the Products still to be delivered within a period of eight (8) weeks after receiving the default notification from You.
9.4 Delivery times/terms of delivery will be extended by the time that the performance of the Agreement is delayed due to force majeure.
9.5 Delivery and/or installation will be suspended as long as You have not fulfilled its payment or payment guarantee obligations vis-à-vis LABWEAR or if You fail to fulfil or fail to adequately fulfil its (information) obligations in connection with the delivery or installation of the Products.
9.6 LABWEAR cannot be held liable for any direct or indirect damage as a result of non-compliance with delivery times or other terms.
9.7 LABWEAR is entitled to under or over deliver any Order up to 10% (for production Orders of fewer than 100 units) and up to 5% (for production Orders of more than 101 units) will not qualify as a breach of any obligation under this Agreement on the part of LABWEAR and You need to accept such delivery as a fulfilment of the Order. LABWEAR accepts no liability for any damage or loss caused as result of such over or under delivery of the Order. Your payment obligation will afterwards be linked to the quantities delivered. 2nd choice items (items which did not pass the quality check) can be purchased at a 50% discount for a period of 6 months after delivery, before the items will be recycled.
10. Retention of title and other securities
10.1 With due observance of the provisions of this article, all Products supplied by LABWEAR to You remain the property of LABWEAR until the moment that all its claims against You with regard to Products supplied pursuant to an Agreement have been settled in full, including claims arising from a failure to perform an Agreement (such as interest, costs and penalties). You are not entitled to a right of retention on these Products.
10.2 The Products may be resold or used by You in the course of its normal business operations, but no security right may be established on them as long as LABWEAR retains the title to the Products.
10.3 With regard to all Products that are subject to retention of title by LABWEAR, You are obliged to observe generally accepted standards of due care, to grant LABWEAR access to those Products and to inform LABWEAR immediately in writing of any action by third parties that has or could have a detrimental effect on LABWEAR with regard to the Products supplied.
10.4 LABWEAR retains the right to repossess Products supplied to You that remain the property of LABWEAR, or to have them repossessed, if You fails to fulfil its obligations or if LABWEAR has reason to believe that You will not fulfil its payment obligations. You are under an obligation to allow repossession to proceed. The costs incurred repossessing the Products are borne by You. In the event that Products are repossessed, You will be credited on the basis of the invoice value, or, in the event of damage to the Products, on the basis of the fair market value.
10.5 With regard to all Products held by LABWEAR for You, LABWEAR retains a right of retention for as long as You have not fulfilled its obligations.
10.6 You are obliged, at first request, to furnish additional security for the fulfilment of its obligations vis-à-vis LABWEAR (such as the provision of a satisfactory bank guarantee) any time LABWEAR requests You to do so.
10.7 You are obliged to point out to third parties (such as trustees and distrainors who purport to claim any right with regard to the Products on which LABWEAR has a retention of title) the retention of title by LABWEAR. You must in that case immediately notify LABWEAR of what has transpired, by letter and by e-mail.
11. No warranty
11.1 LABWEAR makes every effort to make its LabwearOS platform the best it can be but does not warrant perfect usage. You explicitly understand and agreed that the LabwearOS platform is provided "as is" and without warranty of any kind (express or implied). LABWEAR translates digital designs to physical garment samples and bulk productions. Due to the nature of the process, the translations can lead to minor discrepancies between the digital design and physical product, for example, but not limited to, discrepancies in colour and/or design (also with regard to previous Orders made). LABWEAR will use its best efforts to be as accurate as possible in this translation but cannot assure and will therefore not accept any warranty (or liability) that there will be no variations between the digital and physical product. These minor deviations do not constitute grounds for complaint or rejection of delivered products.
11.2 If LABWEAR is under the obligation to apply or supply instructions, labels etc. for the garments for the benefit of third parties, including Your end customers, LABWEAR will use its best efforts in providing such information. However, such information will only relate to the time of production and in no case LABWEAR will be required to update such information and/or guarantee that such information remains up to date. You remain responsible for any communication around the garments or other deliverables of the Order. LABWEAR shall in no case be liable towards third parties for any damage and misinformation whatsoever and your will indemnify LABWEAR against any possible claims in this respect.
11.3 LABWEAR's obligations pursuant to this article will not apply, however, if:
a. a shortcoming results from the fact that LABWEAR has received incomplete or incorrect information with regard to the execution of the relevant Agreement;
b. the Products as supplied have been used improperly or have not been properly maintained in accordance with the agreed or customary purpose or instructions for use;
c. alterations to the Products have been carried out without the prior written consent of LABWEAR;
d. the Products supplied have been affected by external factors such as fire, water damage, etc.;
e. You have not fulfilled or has not properly fulfilled an obligation vis-à-vis LABWEAR arising from the underlying Agreement, or has failed to do so in a timely manner.
11.4 If LABWEAR replaces Products in the course of fulfilling its guarantee obligations, these become the property of LABWEAR from the moment the replacement is made.
11.5 At LABWEAR's first request, You must return the shortcoming Products to LABWEAR at its own expense, as per LABWEAR's instructions.
11.6 The replacement of Products does not interrupt or extend the warranty or complaint periods.
12. Inspection and claims
12.1 You must inspect the Products (including packaging and instructions for use) as thoroughly as possible and check that they are complete as soon as they are delivered.
12.2 Products declared as samples are not allegeable for any claims.
12.3 You must inform LABWEAR in writing and stating the reasons as soon as practicable, in any case within three (3) calendar days of delivery, about missing or damaged Products or components thereof, packaging, deviations in size or quantity, or other deviations from the agreed product specifications that can reasonably be discovered by means of a fair inspection of the Products upon delivery.
12.4 Any shortcoming that cannot reasonably be detected within the aforementioned period must be reported to LABWEAR in writing and stating the reasons immediately upon discovery and at the latest within four (4) weeks of delivery of the Products.
12.5 Submitting a complaint does not suspend Your payment obligations. You remain obliged in that case to accept delivery of and pay for any other Products ordered.
12.6 Complaints must be made in writing and in accordance with the procedures and within the time limits as stipulated in this article. Failing this, complaints will not be dealt with and there will be no further obligation or liability on the part of LABWEAR vis-à-vis You with regard to the Products or Services concerned.
12.7 If and insofar as LABWEAR finds a complaint to be well-founded, LABWEAR is only obliged to remedy the shortcoming(s) at its discretion or (in the event of a complaint about supplied quantities or missing Products) supplement the supplied Products, whereas You have no right to claim any additional compensation. LABWEAR is entitled to choose between granting a replacement delivery, amending the affected products or a partial refund.
12.8 For items that LABWEAR procures from third parties, its obligations vis-à-vis You can never be greater, nor of longer duration than the (guarantee) obligations of those third parties vis-à-vis LABWEAR. LABWEAR is discharged of its obligations vis-à-vis You as soon as it has transferred its claim on that third party to You.
12.9 LABWEAR is entitled to suspend subsequent Deliveries until complaints are determined to be unfounded or have been remedied or the parties have reached a settlement in the matter.
12.10 Products can only be returned with the prior written permission of LABWEAR, under conditions to be determined by LABWEAR.
13. Liability / indemnification
13.1 LABWEAR's liability vis-à-vis You are limited to the provisions of Articles 11, 12, and 19.
13.2 LABWEAR cannot be held liable for any other direct or indirect damage, including consequential damage, loss of profits, suffered losses, missed savings, damage due to business interruptions or damage as a result of claims filed by third parties against You, in connection with or arising from an Agreement with You or an Agreement yet to be concluded with You or any other obligation under the law (such as an unlawful act).
13.3 LABWEAR cannot be held liable for damage caused by the actions or omissions of Your personnel or third parties who perform services for You, including but not limited to recommendations and/or advice as to the use of the Products, except for damage due to intentional or gross negligence on the part of LABWEAR.
13.4 In the event recommendations have been issued, this does not release You from its obligation to inspect Products (in each case) for suitability of purpose, and if necessary to discontinue their use. The actual application and use of the Products are entirely at Your expense and risk. LABWEAR is not liable for this.
13.5 LABWEAR cannot be held responsible and liable for delivery delays beyond LABWEAR's control, for example caused by third party suppliers.
13.6 LABWEAR can under no circumstances be held liable for damage if and insofar as it results from failure to comply with directions/instructions given by LABWEAR or failure to comply with the (user) requirements of Products.
13.7 You are forbidden to address staff members of LABWEAR and parties engaged by LABWEAR personally in connection with an Agreement.
13.8 You must hold LABWEAR liable for any damage suffered or that it expects to suffer no later than one (1) calendar month after it becomes aware or could reasonably have become aware of a damage-inducing circumstance. All claims for damages brought against LABWEAR, except for claims that have been acknowledged by LABWEAR, will lapse by the mere passage of twelve (12) calendar months from the date on which the claim arose.
13.9 Any conditions that limit, exclude or determine liability and that can be invoked against LABWEAR by LABWEAR 's suppliers in connection with the Products supplied may also be invoked by LABWEAR against You.
13.10 The employees of LABWEAR or auxiliary personnel engaged by LABWEAR for the performance of the Agreement may invoke any defense that can be derived from the Agreement vis-à-vis You as if they themselves were parties to the Agreement.
13.11 In the event that LABWEAR, notwithstanding the preceding, is obliged to pay damages (in accordance with standards of reasonableness and fairness), You explicitly acknowledges that LABWEAR's liability vis-à-vis You, contractually or otherwise, is, in any case, limited to the amount for which LABWEAR's liability insurance provides coverage.
13.12 In the event that LABWEAR, notwithstanding the stipulations of article 13.10, is obliged to pay damages (in accordance with standards of reasonableness and fairness), You explicitly acknowledges that LABWEAR's liability vis-à-vis You, contractually or otherwise, is, in any case, limited to the invoice value of the Product purchased by You that gave rise to the event that caused the damage, or (if this is lower) an amount of EUR 3,000 in total for each series of events arising from one and the same cause.
13.13 You are obliged to indemnify and compensate LABWEAR, its employees and third parties engaged by it in the event of claims by third parties connected with the sale/delivery, as well as the presence and/or the utilisation of the Products in respect of damage for which LABWEAR is not liable on the basis of the Agreement.
14. Force majeure
14.1 If LABWEAR is prevented by force majeure of a permanent or temporary nature from executing or continuing to execute the Agreement, regardless of whether the force majeure could have been foreseen, LABWEAR is entitled, without any obligation to pay damages, to dissolve the Agreement in whole or in part by means of a written notice to that effect without judicial intervention, without prejudice to LABWEAR's right to payment by You for performance already executed by LABWEAR prior to the existence of the force majeure situation, or to suspend the (further) execution of the Agreement in whole or in part. LABWEAR will inform You as soon as possible of the situation of force majeure. In the event of a suspension, LABWEAR is nevertheless entitled to dissolve the Agreement in whole or in part.
14.2 Force majeure includes all circumstances as a result of which LABWEAR is temporarily or permanently unable to fulfil its obligations, such as pandemic (for example, covid-19 issues), fire, frost, strikes or lockouts, riots, war, government measures such as import or export restrictions, failure of suppliers to meet their obligations, power failures, computer, interruption to telephone and internet services, theft or embezzlement from LABWEAR's warehouses or workshops and furthermore all circumstances in which it cannot reasonably be expected of LABWEAR that it (further) fulfil its obligations vis-à-vis You. Force majeure on the part of LABWEAR's suppliers is deemed to be force majeure on the part of LABWEAR as well.
14.3 If the force majeure on the part of LABWEAR lasts longer than three (3) months, You are entitled to dissolve the non-executable portions of the Agreement by means of a written statement, without prejudice to the provisions of Article 19.
15. Execution by third parties
LABWEAR is entitled to engage third parties for the execution of the Agreement.
16. Authorizations
16.1 You must ensure, at its own expense and if applicable, that You have obtained in a timely manner all permits, authorisations, certificates and registrations required pursuant to the applicable (national or European law or other) regulations for the commercial resale, purchase and use of the Products (if applicable in combination with other equipment) and/or that it has the legal capacity that entitles it to do so.
16.2 You will comply with all requirements applying to it pursuant to national and European legislation, decisions, rulings and decisions of competent authorities, guidelines for the sector, and requirements relating to permits, certificates and registrations in connection with the resale, purchase and use of the Products (in combination with other equipment).
17. Intellectual Property Rights
17.1 LABWEAR or its licensor(s) shall remain the exclusive owner of the Intellectual Property Rights ('IP Right(s)') vested in them before, during and after conclusion of the Order, and nothing in the contractual relationship with You nor the services performed by LABWEAR shall be construed as a transfer of such IP Right to You.
17.2 By placing an Order or giving any other order to use, reproduce or reproduce material (in the broadest sense of the word) protected by the Swiss Copyright Laws or any other IP Right, You declare and warrant that no infringement is made to any copyright or industrial property right of third parties and You indemnify LABWEAR in and out of court for all claims and consequences arising from the use, reproduction or reproduction of such material.
17.3 LABWEAR grants You the non-exclusive, royalty-free right to use relevant IP Rights owned by LABWEAR for and in accordance of the purpose as set out in the Order and only for the term as strictly necessary.
17.4 The license is granted on the condition that You fully meet Your financial obligations.
17.5 You grant LABWEAR the non-exclusive, royalty-free right to use relevant IP owned by You for the purpose of fulfilling the Order.
17.6 All IP Rights relating to the Functional Design incorporated into any Product or Service and provided by LABWEAR to You in relation to the fulfilment of the Order or otherwise created by LABWEAR, shall vest exclusively with LABWEAR (or its licensor(s), if any).
17.7 All IP Rights regarding to Your graphic design (in the broadest sense of the word) of the garment, including applied artwork, logos or other visual attributes, but explicitly excluding the Functional Design, shall vest with You.
17.8 You explicitly agree that within the scope of the Order, only existing IP Rights will be used and as such no new IP Right is to be developed.
17.9 LABWEAR is and will not be (held) responsible for any garment and/or design, image or logo created or produced in LabwearOS and or third party engaged by You. It is Your sole responsibility to ensure You have the permission or intellectual property rights for any design, image or logo created or uploaded into LabwearOS.
17.10 LABWEAR has the right to mention Your name and/or logo for its own promotion. LABWEAR is also at liberty to keep a part of the designed garments, or remnants thereof, for example for administrative purposes.
17.11 All confidential information (especially including, but not limited to fabric details) provided by LABWEAR in the scope of the Order will be owned by and remain the sole and exclusive property of LABWEAR. All information from LABWEAR shall considered to be confidential, unless explicitly agreed otherwise.
17.12 You shall defend and hold LABWEAR harmless against any expense, loss, costs or damages relating to any claimed IP infringement to You regarding the purchased Products or Services
18. Remedies
18.1 If:
a. You have filed for Your own bankruptcy, are declared bankrupt or apply for a payment moratorium; or
b. a decision to liquidate or to terminate Your business activities or to sell Your business activities or to change the nature of Your business activities substantially in LABWEAR's opinion is taken and/or implemented; or
c. You fail to fulfil or fully fulfil any of its obligations vis-à-vis LABWEAR by virtue of the law or pursuant to contractual conditions; or
d. You fail to pay an invoice amount due to LABWEAR within the set term; or
e. all or part of Your assets are seized; or
f. a situation comparable to those described under letters a through e occurs under the laws of the country in which You have Your registered offices,
You are deemed to inform LABWEAR immediately and be in default by operation of law and Your (remaining) debt vis-à-vis LABWEAR is immediately due and payable. LABWEAR will then be entitled to dissolve or terminate the Agreement in whole or in part immediately without notice of default or judicial intervention or to suspend its obligations, all without prejudice to LABWEAR's other rights, such as its rights with regard to already expired fines, interest, and compensation. LABWEAR will not be obliged to pay any compensation to You in the event of dissolvement or termination of the Agreement in accordance with the provisions of this article.
18.2 In the event of a situation as referred to in paragraph 1, LABWEAR is entitled to take back the Products unfettered by any of Your rights and without any obligation to return the Products to You. Should that situation arise, LABWEAR and its authorized representatives are entitled to enter Your premises / buildings in order to take possession of the Products. You are obliged to take all necessary measures to enable LABWEAR to exercise its rights.
18.3 If the Agreement is dissolved or terminated pursuant to this article before the ordered Products have been delivered, LABWEAR will be entitled to the full price agreed for those Products, minus any direct savings for LABWEAR resulting from the dissolvement/ termination.
18.4 Upon dissolvement/termination of the Agreement, those provisions which by their nature are intended to remain in force will remain in force.
19. Applicable law and competent court
All Agreements concluded by the parties are governed by Swiss law.
Any disputes in connection with or arising from an Agreement will initially be submitted exclusively to the competent court in the jurisdiction in which LABWEAR has its registered offices, without prejudice to LABWEAR's right to submit a dispute to another court with jurisdiction by law or by treaty.
20. Amendments
LABWEAR reserves the right to make amendments to the Agreement and/or the General Terms and Conditions. LABWEAR will inform You of these amendments. Barring receipt by LABWEAR of a written objection within fourteen (14) working days of notification of the amendments, You are deemed to have accepted the changes.
Published, October 2024.