General Terms and Conditions

1. Scope of Application

1.1.
These General Terms and Conditions (“GTC”) serve as a framework agreement for all business relationships between NovaLabs GmbH, FN 540265h (“NovaLabs”) and any entrepreneurial contractual or negotiation partner of NovaLabs (“Business Partner”). The scope of these GTC includes (regardless of the conclusion of a contractual relationship) all offers, acceptances, contractual relationships, and other legal transactions and services of NovaLabs, even if their validity is not expressly agreed upon each time.

1.2
By ordering or purchasing goods, making a declaration of intent towards NovaLabs, or concluding another legal transaction, the Business Partner expressly submits to these GTC of NovaLabs.

1.3
NovaLabs contracts and negotiates exclusively on the basis of these GTC. Any deviations from these GTC require written confirmation by NovaLabs.

1.4
NovaLabs hereby objects to terms and conditions (general terms of business or purchase, etc.) of the Business Partner that deviate from these GTC, and such conditions shall not apply. Deviating conditions of the Business Partner shall not obligate NovaLabs, even if (i) their validity is expressly stated as a condition or (ii) NovaLabs, being aware of the conflicting or deviating conditions of the Business Partner, performs a delivery or service and does not expressly object to such conditions.

1.5
Specific written agreements, such as contractual special agreements, shall in any case take precedence.

2. Offer / Contract Conclusion / Order

2.1
Offers from NovaLabs are non-binding and subject to change and are to be understood only as an invitation to submit an offer.

2.2
Offers or cost estimates addressed to NovaLabs by the Business Partner are, unless otherwise expressly agreed, binding and free of charge. In the case of an offer addressed to NovaLabs, the Business Partner is bound by it for six weeks from receipt of the offer, unless a longer commitment period has been promised by the Business Partner.

2.3
Contracts are concluded only through written order confirmation by NovaLabs.

2.4
Assurances, representations, guarantees, or agreements deviating from these GTC in connection with the conclusion of the contract shall only become binding through written confirmation by NovaLabs.

2.5
Technical specifications are to be understood merely as approximate values unless expressly guaranteed by NovaLabs. Samples are considered type samples, and the properties of a sample are not guaranteed by NovaLabs.

2.6
Orders are binding offers by the Business Partner to conclude a contract; they are binding for the Business Partner from receipt by NovaLabs. The Business Partner is bound by his order until the expiry of the fifth working day following the day of his order (binding period).

2.7
The Business Partner receives an order confirmation for each order. NovaLabs reserves the right to accept an order and thus conclude a contract. The Business Partner has no claim to the conclusion of a contract before acceptance of the order. NovaLabs may accept the order within the binding period. Acceptance is effected by sending an order confirmation; the contract is thus concluded. The timeliness of acceptance of the order depends on the receipt of the order confirmation by the Business Partner. Silence on the part of NovaLabs has no legal significance and does not constitute acceptance.

2.8
All other agreements or side agreements, including those made later, shall only become effective through written confirmation by NovaLabs. This applies in particular to separate specifications or requirements of the Business Partner. Subsequent changes and additions to the order require written confirmation by NovaLabs and will – without legal entitlement of the Business Partner – only be carried out in exceptional cases and against reimbursement of the corresponding additional costs.

2.9
The Business Partner must immediately and comprehensively check the order confirmation (prices, delivery dates, quantities, product description, etc.). Deviations of the order confirmation from the order must be immediately and demonstrably notified in writing by the Business Partner; otherwise, no corrections can be made, and the content of the order confirmation becomes binding. Any warranty and/or damages claims of the Business Partner shall then lapse.

2.10
NovaLabs reserves the right to withdraw from the order if there are outstanding invoices from other orders with the Business Partner or if, after order confirmation, circumstances become known in the Business Partners sphere which make NovaLabs’ claim appear no longer sufficiently secured. The Business Partner shall have no claims whatsoever arising therefrom. NovaLabs may make acceptance of an order dependent on adequate security (e.g. deposit, bank guarantee) or advance payment (including full prepayment). The Business Partner must also, upon request, immediately provide security even after conclusion of the order if there are indications that timely payment of NovaLabs’ remuneration claims appears endangered; otherwise, NovaLabs may withdraw from the order with immediate effect and shall be released from any further performance obligations; the services rendered by NovaLabs up to the time of withdrawal shall be due for immediate payment, subject to further compensation claims. Refusal of security by the Business Partner obligates the Business Partner to compensate NovaLabs for non-performance damage as well as all other disadvantages of any kind.

2.11
NovaLabs reserves the right to change the product portfolio as well as the prices and delivery conditions and/or other terms at any time.

2.12
Without the consent of NovaLabs, the Business Partner is not entitled to transfer the rights and obligations from the order to a third party.

2.13
NovaLabs may use the assistance of third parties to fulfill the order. NovaLabs may transfer the rights and obligations from the order, in whole or in part, to third parties. The Business Partner hereby gives prior consent to this. NovaLabs shall immediately inform the Business Partner of the transfer of rights.

2.14
Employees of NovaLabs are not authorized to make legally binding declarations on behalf of NovaLabs unless special powers of attorney, commercial powers of attorney, or procuration not disclosed to the Business Partner have been granted by NovaLabs.

3. Confidentiality

3.1
The Business Partner undertakes to treat all non-public commercial and technical circumstances that become known to him through the business relationship with NovaLabs, in particular know-how, designs, pricing, technical processes, and systems, as business and trade secrets. Employees and subcontractors or customers of the Business Partner are to be bound accordingly.

3.2
Data, information, etc. may not be duplicated without the express written consent of NovaLabs and must always be kept confidential from third parties. This obligation to maintain confidentiality shall apply indefinitely, even after termination of the business relationship between NovaLabs and the Business Partner.

4. Prices / Invoice / Payment Terms / Prohibition of Set-Off

4.1
The prices of NovaLabs are stated in euros, excluding VAT at the statutory rate. Prices apply ex NovaLabs’ delivery warehouse. Price changes by NovaLabs’ suppliers remain reserved in any case and may be passed on to the Business Partner. For invoicing, only the quantities, masses, and weights determined by NovaLabs’ factories or delivery warehouses at dispatch shall be decisive.

4.2
In addition to the price for the goods, the Business Partner must pay the shipping costs. NovaLabs reserves the right to select the shipping method and carrier. Shipment is made to the delivery address provided by the Business Partner.

4.3
Discounts or bonuses are only valid if demonstrably expressly granted in writing. Granted discounts or bonuses are subject to the condition precedent of timely full payment; in the event of late payment of the total price, any discounts or bonuses irrevocably lapse.

4.4
Invoicing takes place upon delivery of the goods. All payments are due immediately upon invoicing, without deductions or charges. If payment is not made by the due date, the Business Partner shall be in default without further reminder. Complaints about NovaLabs’ invoices must be made immediately upon receipt; otherwise, the invoices shall be deemed approved.

4.5
In the event of default of payment, NovaLabs is entitled to charge interest on arrears at the rate of 10% above the base rate published by the European Central Bank from the due date. Furthermore, after granting a reasonable grace period, NovaLabs is entitled to withdraw from the contract and demand the return of the delivered goods (any other claims, in particular damages, remain unaffected).

4.6
NovaLabs is also entitled to withhold further deliveries until the Business Partner has fully settled the outstanding claims. NovaLabs reserves the right to assign claims to third parties.

4.7
The Business Partner is not entitled to withhold services or offset them against its own claims unless such claims have been expressly acknowledged in writing by NovaLabs or have been finally determined by a court of law.

4.8
The Business Partner undertakes to reimburse reminder, collection, investigation, and information costs, provided that such costs are appropriate for the extrajudicial enforcement or collection of the claim. In the event of the involvement of a collection agency, the Business Partner must reimburse the fees of the collection agency, which result from the Ordinance of the Federal Minister of Economic Affairs on the maximum rates of fees due to collection agencies. In the event of the involvement of a lawyer, the Business Partner must also reimburse the fees arising from the General Fee Criteria for Lawyers (AHK), published on the website of the Austrian Bar Association (www.rechtsanwaelte.at), or those resulting from the Austrian Lawyers’ Tariff Act (RATG), or customary corresponding legal fees abroad.

4.9
The Business Partner is obliged to support NovaLabs in the fulfillment of the contractually owed services and to provide the services to be performed by him (e.g. providing the delivery address, supplying labels, providing suitable packaging, supplying materials provided) in a timely manner. In the event of delay, the Business Partner undertakes to bear all production costs incurred by NovaLabs (any other claims, in particular damages, remain unaffected).

5. Packaging

5.1
The selection and type of packaging is at the discretion of NovaLabs.

5.2
If packaging is carried out in containers supplied by the Business Partner, no warranty is assumed for the suitability of the packaging. NovaLabs is entitled to object to unsuitable packaging material. If replacement of the contested packaging material does not occur within two weeks, NovaLabs is entitled to use suitable packaging material at the expense of the Business Partner.

6. Execution of Delivery / Transfer of Risk / Default of Acceptance

6.1
Unless otherwise agreed in writing, delivery is made within the agreed delivery period from NovaLabs’ delivery warehouse (place of performance).

6.2
NovaLabs is entitled to make partial deliveries and invoice them. Over- or under-deliveries of 10% of the contract quantity are permissible.

6.3
Unless otherwise agreed, shipping is at the expense, in the name, and at the risk of the Business Partner. Upon handover of the goods to the carrier, freight forwarder, the Business Partner, or its representative, the risk of price and performance passes to the Business Partner. In the event of default of acceptance, the risk passes to the Business Partner from the day of default. NovaLabs shall only be liable for further storage with the care customary in business at the expense of the Business Partner.

6.4
Transport damages must be reported to NovaLabs immediately. If a forwarding agent has been commissioned with the shipment, the damage incurred must be recorded in the waybill. For rail transport, an official railway certificate must be requested and submitted without delay. In any case of transport damage, the respective conditions of the forwarder must be observed and the damage must also be asserted against them.

6.5
If dispatch of ready-to-ship goods is not possible through no fault of NovaLabs or is not desired by the Business Partner, and in any case of other default of acceptance, NovaLabs may store the goods at the expense of the Business Partner, whereby the delivery shall be deemed effected, or (in the event of default of acceptance) withdraw from the contract after setting a reasonable grace period and resell the goods after withdrawal. In the case of storage, costs in the amount of 0,2% of the net invoice amount (value of the goods) per commenced calendar week shall be deemed reasonable and agreed. In the event that NovaLabs exercises the aforementioned right of withdrawal, the Business Partner shall, in addition to the storage costs, pay liquidated damages in the amount of 25% of the net invoice amount (value of the goods).

6.6
In the case of export of goods, the Business Partner alone is obliged to obtain the necessary export or customs permits, as well as import and entry authorizations, at its own expense. NovaLabs does not give any assurance or guarantee of any kind regarding the permissibility of exporting the purchased goods.

7. Delivery Dates and Deadlines

7.1
The delivery dates and deadlines according to the order apply. Compliance with the delivery deadline applies only if unforeseeable or circumstances beyond the control of the parties, such as force majeure, do not prevent, delay, or make compliance impossible; this regardless of where such circumstances occur or whether they are external or internal events. Such circumstances also include war, political or economic unrest, pandemics, epidemics, governmental interventions and prohibitions, delays in transportation and customs clearance, transport damages, shortages of energy and raw materials, as well as the absence of or delays in the supply chain of materials, labor disputes (such as strikes, lockouts), and the failure or refusal to deliver by an essential supplier that is difficult to replace. The aforementioned circumstances entitle NovaLabs to a reasonable extension of the delivery period (at least for the duration of the impediment plus a reasonable grace period), even if they occur at the supplier. Such circumstances further entitle NovaLabs, at its discretion, to withdraw from the contract or to reduce the delivery quantity accordingly. Subsequent changes requested by the Business Partner and accepted by NovaLabs concerning or in connection with the delivery item and/or other performance(s) of NovaLabs shall likewise extend the delivery period accordingly.

7.2
The delivery date is met if the goods have left the delivery warehouse on time.

7.3
Promised delivery dates will be adhered to as best as possible, but are not binding. Delivery delays do not entitle the Business Partner to withdraw from the contract or assert warranty, error, or damage claims.

7.4
In the case of „expected”, i.e. not precisely defined delivery dates or deadlines, the Business Partner may set a reasonable grace period of at least 14 days if the expected delivery date or deadline has been exceeded by more than three weeks.

8. Retention of Title

8.1
The goods remain the sole property of NovaLabs (reserved goods) until fulfillment of all claims due to NovaLabs against the Business Partner from all orders, in particular until fulfillment of all payments (invoice amounts, interest, costs, reminder fees, etc.), even if individual parts have already been paid.

8.2
The Business Partner bears the full risk for the goods entrusted to him until NovaLabs’ claim is settled, in particular the risk of loss, deterioration, or destruction.

8.3
For the duration of the retention of title, the Business Partner must treat the delivered goods carefully and keep them in proper condition.

8.4
In the event of third-party access to the reserved goods, the Business Partner must point out NovaLabs’ ownership rights, notify NovaLabs immediately, and defend NovaLabs’ ownership rights in the best possible way under NovaLabs’ instructions, including by taking necessary legal steps (also interim measures).

8.5
In the event of enforcement of the retention of title, the Business Partner must compensate any depreciation in value regardless of fault.

9. Warranty

9.1
The statutory warranty provisions apply subject to the following rules:

9.2
Provided the Business Partner complies with the agreed payment terms, NovaLabs is obliged to remedy any defect existing at the time of delivery that impairs functionality – in accordance with the valid specifications or the usual characteristics. No warranty is provided for minor or insignificant defects or reductions, particularly those that do not impair usability.

9.3
A defect is, in particular, not attributable to NovaLabs if the defect is due to (i) materials supplied by the Business Partner (e.g., raw and/or auxiliary materials, packaging, or other input materials), (ii) specifications provided by the business partner (e.g., formulation, specifications, etc.), or (iii) insufficient or faulty cooperation or failure to comply with the obligation to give notice of defects by the Business Partner in accordance with these General Terms and Conditions. Warranty rights shall also be excluded if the Business Partner makes or has made unauthorized changes or additions.

9.4
Assured properties within the meaning of § 922 (1) ABGB are only those expressly marked or promised by NovaLabs. No warranty claims may be derived from product descriptions, in particular (also) from catalogues, brochures, advertising materials, or written/oral statements, unless they have expressly become part of the contract.

9.5
The Business Partner undertakes a duty to examine and notify defects in accordance with §§ 377, 378 UGB. The notification of defects must be made without delay, at the latest within 7 days of delivery. Hidden defects must be notified immediately after discovery, but at the latest within 7 working days. Defects must be reported by the Business Partner in a timely manner in writing, providing a precise description of the nature and scope of the defect as well as a detailed explanation of the problem, and must be substantiated. NovaLabs assumes no liability for transport damages of any kind; this also applies – subject to the other provisions of these GTC – to other damages covered by insurance. The Business Partner must report defects in writing and provide all relevant data and documents in his possession. If the Business Partner fails to promptly provide samples of the disputed delivery upon request, all warranty, error, and damage claims shall be forfeited. Any costs for analyses commissioned by the Business Partner shall not be covered by NovaLabs. The correct designation of the goods under food law, regardless of NovaLabs’ product labeling, is solely the responsibility of the Business Partner. Hidden defects must be reported in writing to NovaLabs immediately upon discovery, but no later than within 7 working days. In the event that NovaLabs rejects the notice of defects in writing, any warranty claims must be asserted in court within six months, otherwise all warranty claims shall be forfeited.

9.6
If no notice of defects is made or is not made in time, the delivery is deemed to be in conformity with the contract, and all claims are excluded.

9.7
Defects or errors that are already apparent to the Business Partner prior to the conclusion of the contract (e.g., in the offer) must be reported to NovaLabs immediately, but no later than in writing at the time of contract conclusion, otherwise the corresponding warranty claims shall be forfeited.

9.8
Notices of defects (except in the case of hidden defects) shall only be considered if the delivered goods or services are still in the condition in which they were handed over. Warranty and any other liability, regardless of legal grounds, are furthermore excluded, in particular for defects or damages resulting from negligent, improper, careless, or incorrect use and/or the Business Partner’s grossly negligent behavior, as well as normal wear and tear.

9.9
The warranty period is six months; the period begins upon transfer of risk (ex works) or – in the event of the Business Partner’s delay in acceptance – upon notification of readiness for delivery by NovaLabs; the same applies in the case of partial acceptance or delivery. Attempts at rectification or improvement, as well as settlement discussions or negotiations, do not extend the warranty period.

9.10
Subject to mandatory statutory provisions, NovaLabs reserves the right, in the event of a timely and justified notice of defect, at its sole discretion to fulfill the warranty claim by rectification or replacement. NovaLabs is also free to issue a corresponding credit to the Business Partner for defective items upon their return. The Business Partner’s claim to a reduction in price or contract rescission (depending on the type and severity of the defect) exists only to the extent that NovaLabs agrees or if rectification or replacement is, in NovaLabs’ assessment, impossible or unreasonable.

9.11
If the Business Partner uses or sells the defective goods despite knowledge or constructive knowledge of a defect, the Business Partner thereby simultaneously waives any claims against NovaLabs regarding this defect.

9.12
In the case of subsequent performance through a replacement product, the Business Partner must promptly return or dispose of the defective product at NovaLabs’ discretion.

9.13
If an inspection of a notice of defect reveals that no warranty case exists, NovaLabs is entitled to claim reimbursement for all expenses incurred (e.g., costs of inspection and/or repair). The Business Partner bears the burden of proving that a defect existed prior to delivery and within the warranty period. Any statutory presumption in this regard, in particular that under § 924 ABGB, is excluded.

9.14
Any compensation for (attempted or successful) defect rectification performed by the Business Partner or by third parties (substitute performance) is excluded.

9.15
The Business Partner bears the burden of proving that the defect existed at the time of delivery. The application of § 933b ABGB is excluded. Likewise, there is no liability for obvious defects.

9.16
The provisions set out in this section shall apply accordingly to any liability for defects arising from other legal grounds.

10. Damages and Liability

10.1
NovaLabs is liable for damages only in cases of intent or gross negligence; liability for slight negligence is excluded. The burden of proof lies with the Business Partner. Liability for indirect damages, lost profits, or consequential damages is excluded. Liability is also excluded if covered by insurance or third parties.

10.2
In the event that the Business Partner supplies raw and auxiliary materials, primary and secondary packaging, or other input materials, NovaLabs expressly assumes no liability whatsoever; in particular not with regard to their storage, condition (e.g., tightness and food-grade compliance of the packaging), active ingredient content, purity, or usability and processability, nor for any resulting effects on the manufactured products or food supplements.

10.3
The Business Partner shall, in particular, have no claims arising from any loss or shrinkage of raw and/or auxiliary materials supplied by it (“raw material loss”) during production by NovaLabs; any liability of NovaLabs in this respect is excluded.

10.4
To the extent that the business partner supplies raw and auxiliary materials, primary and secondary packaging, or other input materials, these shall be insured against fire, theft, loss, and vandalism solely upon the Business Partner’s explicit written request and at its expense.

10.5
The above exclusions and limitations of liability do not apply to claims under the Product Liability Act. Should the Business Partner be held liable under the Product Liability Act (PHG), he expressly waives any recourse against NovaLabs pursuant to § 12 PHG. If the Business Partner places goods delivered by NovaLabs on the market outside the European Economic Area (EEA), he undertakes to exclude the liability for damages under the Product Liability Act vis-à-vis his purchaser, insofar as this is permitted under the applicable laws of the purchaser’s country. Should the Business Partner fail to comply with this obligation to exclude liability, he is obliged to indemnify and hold NovaLabs harmless against any claims of third parties under product liability. Any restrictions of any kind on the obligations of the Business Partner arising from the PHG, as well as any restrictions of NovaLabs’ claims for compensation under this law or other provisions, shall not be recognized.

10.6
NovaLabs assumes no duty of protection of any kind toward the actual user of the goods delivered by NovaLabs; the contractual intent of NovaLabs is not aimed at entering into agreements with protective effect in favor of third parties within the framework of the contract concluded with the Business Partner.

10.7
When reusing NovaLabs products, the usage instructions and other provisions and notices provided by NovaLabs must be observed. NovaLabs assumes no liability for any damage resulting from improper handling, use, or the like.

10.8
The Business Partner bears sole responsibility for the marketability of the contractual products. To the extent that liability for NovaLabs nevertheless arises under applicable law, the Business Partner shall indemnify NovaLabs internally against any claims and provide appropriate compensation, including all costs incurred to defend such claims. This applies in particular to any resulting attorney’s fees and court costs. This provision also applies to situations where the rights of third parties are affected by the placing on the market of the respective product.

10.9
The Business Partner must fully pass on this exclusion of liability and the above obligations to its customers and require them to pass on this exclusion of liability and obligations to their customers. Furthermore, the Business Partner undertakes to promptly notify NovaLabs of any liability cases and to provide NovaLabs with the necessary documents.

10.10
Claims for compensation of any kind shall expire within 6 months from the date of knowledge.

10.11
Any other claims for compensation by the Business Partner, of any kind, are excluded, except in cases of gross negligence by NovaLabs.

11. Intellectual Property Rights / Copyright / Rights to the Subject Matter of the Contract

11.1
Notices on goods regarding copyrights, trademarks, or other property rights may not be removed, altered, covered, or otherwise obscured by the Business Partner.

11.2
NovaLabs assumes no liability that goods do not infringe third-party rights. The Business Partner must notify NovaLabs of any such claims immediately.

12. EU Import VAT / Orders from Third Countries

12.1
If the Business Partner is based outside Austria, he must comply with EU import VAT rules, customs and import provisions of Austria, the EU, and his own country. The Business Partner must provide NovaLabs with necessary information on request.

12.2
The Business Partner must reimburse NovaLabs for expenses due to incorrect VAT information, at least EUR 500 per case.

12.3
Liability of NovaLabs for consequences of incorrect VAT information is excluded unless intent or gross negligence exists.

12.4
Orders from third countries must comply with EU laws on e-commerce, distance selling, anti-money laundering, and counter-terrorism financing.

13. Special Purchasing Conditions

13.1
The Business Partner assures that its performance does not infringe any third-party intellectual property rights. In any case, the Business Partner shall indemnify and hold NovaLabs harmless against claims made by owners of intellectual property rights due to infringement of their rights.

13.2
Unless expressly agreed otherwise, the prices of the Business Partner are understood as gross prices (including all taxes, duties, and additional costs, including transport costs). Contractually agreed prices of the Business Partner shall apply as fixed prices for a minimum period of 12 months. Any deviating price adjustment clauses of the Business Partner must be negotiated individually.

13.3
Goods purchased by NovaLabs are considered as “delivery at destination”. The Business Partner therefore bears the costs and risks of transportation. The risk of loss or damage only passes to NovaLabs upon delivery.

13.4
In the event of delay by the Business Partner, NovaLabs may declare contract rescission after setting a grace period of 14 days. In case of delay by the Business Partner, the Business Partner is obliged to pay a contractual penalty: 0,5% of the total order value for each commenced calendar day of delay up to 5 calendar days, and 0,6% thereafter. The total amount of the contractual penalty shall not exceed 10% of the order value and is subject to judicial moderation. Any culpably caused damage exceeding the contractual penalty must be compensated to NovaLabs.

13.5
Liability exclusions by the Business Partner regarding NovaLabs, in particular concerning possible warranty or compensation claims, shall not be accepted by NovaLabs and shall not apply.

13.6
In the event of defects, NovaLabs is free to choose between rectification, replacement, or price reduction, provided that there is no entitlement to rescission and NovaLabs exercises this right. To the extent NovaLabs insists on rectification or replacement, NovaLabs is entitled to withhold the entire payment until the Business Partner has fully fulfilled its contractual obligations/deliveries.

13.7
Any regulations by the Business Partner deviating from statutory provisions, such as changes in the burden of proof, shortening of deadlines, and the like, require the express written consent of NovaLabs to be effective.

13.8
The place of performance for the Business Partner’s services and counter-services is the registered office of NovaLabs.

14. Applicable Law / Choice of Law

14.1
All legal transactions between NovaLabs and the Business Partner, including these Terms and Conditions, are governed exclusively by Austrian substantive law, excluding its rules on private international law, the United Nations Convention on Contracts for the International Sale of Goods (CISG/UNCITRAL), and without applying conflict-of-law rules.

15. Place of Performance and Jurisdiction

15.1
The place of performance for all services, payments, and deliveries is the registered office of NovaLabs, even if delivery is agreed to take place at a different location.

15.2
The court having jurisdiction for all disputes arising from or in connection with the legal transaction shall be the competent court at the registered office of NovaLabs. However, NovaLabs is entitled, at its sole discretion, to sue the Business Partner before any other court that may have jurisdiction under national or international law, in particular the court at the Business Partner’s registered office.

15.3
The provisions set forth above shall also apply in the event of disputes regarding the conclusion and/or validity of the order and/or the effectiveness of the jurisdiction agreement.

16. Final Provisions

16.1
The invalidity of individual provisions of these Terms and Conditions or other contractual agreements, as well as gaps in the respective contractual relationship, shall not affect the validity of the remaining provisions of these Terms and Conditions or other contractual agreements. The contracting parties shall agree on a new provision that come as close as possible to the purpose of the invalid provision.

16.2
These Terms and Conditions remain effective to the extent and until they are supplemented or replaced by new Terms and Conditions issued by NovaLabs or amended by written individual agreements.