General Terms and Conditions

The basis of all agreements with the BAM are the following general terms and conditions by the BAM:

1. Definitions
1.1 The "general terms and conditions" are these general terms and conditions.
1.2 "Customer" indicates a company or legal entity which purchases supplies from the BAM as a client in accordance with these general terms and conditions.
1.3 "Supplies" and "deliveries" are products from the catalogue of certified reference materials, the certified reference organisms, test equipment and ring trials of the BAM.
1.4 The "BAM" is the Federal Institute for Materials Research and Testing, Unter den Eichen 87, D-12200 Berlin.
1.5 "Order" is the customer's order of supplies in the BAM's webshop, subject to a charge, on the basis of these general terms and conditions and confirmed by the BAM.
   
2. Area of application
2.1 These general terms and conditions apply for all customer orders of supplies from the BAM.
2.2 The BAM will only provide additional supplies on the basis of agreements which must be reached separately. Additional supplies and services must always be paid for additionally.
2.3 These general terms and conditions also apply for all future customer orders of supplies from BAM unless expressly agreed otherwise.
2.4 The customer's general terms and conditions or conditions of purchase will not apply, even if the BAM does not explicitly contradict them. This will also apply if the customer refers to its own general terms and conditions or conditions of purchase in a letter of confirmation.
2.5 Differing agreements will only be binding if they are confirmed in writing by the BAM.
   
3. Registration
3.1 The customer must register before ordering supplies.
3.2 The data specified by the customer must be true and complete. If any of the data should change, the customer will be obliged to correct it without delay.
3.3 The customer will treat its access data with strict confidentiality and prevent third parties from accessing it.
   
4. Scope of services, agreement on legal and factual nature
4.1 The scope of services arises from the respective order.
4.2 The legal and factual nature of the supplies are conclusively described in the catalogue of certified reference materials, or in the product description of the certified reference organisms, test equipment and ring trials of the BAM. No further assurance of properties is owed.
4.3 The BAM will not provide any guarantees for the supplies unless expressly confirmed in writing in the order confirmation with the description "Guarantee".
4.4 It is incumbent upon the customer to check whether the supplies are suitable for its operations and the planned purpose.
4.5 If the supplies are software-related, the customer will be responsible for their proper installation. In doing so, the customer must comply with the system requirements described in the BAM's catalogue of certified reference materials.
4.6 The BAM may use third parties as sub-suppliers or sub-contractors.
   
5. Deadlines
5.1 The customer is aware that some of the supplies are only produced by the BAM after they have been ordered. Therefore, the deadlines stated only represent estimates and are non-binding, unless expressly labelled "binding" in writing by the BAM.
5.2 The BAM must have received full remuneration before any supplies may be sent.
   
6. Retention of title
6.1 All supplies delivered by the BAM will be subject to retention of title (hereinafter: "retention goods"). Ownership of the retention goods will only be transferred when all amounts receivable arising from an order have been paid in full.
6.2 The customer will not be entitled to dispose of the retention goods in any way unless the BAM has previously expressly agreed to such a transaction in writing. This also concerns transactions via expectant rights.
6.3 The customer will undertake to treat the retention goods with care and in accordance with the specifications in the handbooks. The customer must insure the retention goods at its own expense against damages to the value as new arising from fire, water and theft.
   
7. Transfer of risk, shipping, insurance
7.1 The supplies will be packaged and sent to the customer by the BAM.
7.2 The risk of accidental perishing or deterioration will be transferred to the customer as soon as the BAM or its sub-supplier has handed the supplies over to the forwarding agent, carrier or other person assigned to carry out the shipment.
7.3 The BAM will not take out any insurance, especially any transit insurance, on the supplies.
   
8. Rights of use concerning software
8.1 If the supplies are software-related, the BAM will grant the customer a simple, non-transferable right, throughout the universe in perpetuity and contingent upon the payment of the remuneration, to use the software with the restriction to the number of users agreed in the order for company purposes.
8.2 Otherwise, all rights will remain with the BAM.
8.3 The customer will undertake to refrain from any use or action not expressly permitted in this section (8) in connection with the software. In particular, the customer will refrain, either itself or via third parties, from
  • reproducing it in any form whatsoever, except in the case of creating a backup copy:
  • disseminating it, in particular renting it out, leasing it, sub-licensing it or marketing it in any other way to third parties, either in return for a fee or free of charge, making it available in any way or distributing it;
  • editing it, in particular translating it, arranging it, disassembling it, decompiling it, adapting it or disseminating the results, unless the customer is entitled to do so in accordance with Section 69 d UrhG [German Copyright Act];
  • publicly reproducing it, wired or wirelessly, making it publicly accessible or displaying it;
  • altering, eliminating or removing copyright notices.
8.4 If the customer wishes to use the software beyond the scope of the agreed number of users, it will notify the BAM in writing without delay. The customer will be obliged, in all cases, to remunerate the BAM for each use which goes beyond the agreed number of users in accordance with the remuneration agreed in the order; any claims on the part of the BAM which go beyond this will remain unaffected.
8.5 The source code will not be supplied and no rights of use to it will be granted.
8.6 No new software updates will be supplied.
   
9. Remuneration, payment, payment in advance
9.1 Remuneration for the supplies will be in line with the order.
9.2 Unless agreed otherwise in the order, the customer must pay the full price in advance via bank transfer or by Payment on Account.
9.3 The remuneration will be in addition to the respective, statutory value-added tax and any other taxes or duties incurred, if applicable.
9.4 The remuneration will become payable as soon as the invoice has been received and must be paid within 14 days of receipt of the invoice, without deductions.
9.5 In the event of default of payment, the statutory default interest of 9 percentage points above the basic interest rate must be paid; any other statutory claims on the part of the BAM will remain unaffected.
   
10. Liability for defects
10.1 The customer must check the delivery without delay and report any defects without delay. In doing so, the customer will describe any defects as accurately as possible. If the customer does not report the defects without delay, the BAM will not be liable for the defects.
10.2 The customer must send back any rejected deliveries to the BAM. This is a prerequisite for the BAM's liability for defects.
10.3 Any statutory liability for defects on the part of the BAM towards the customer will first be limited to the supplementary performance claim of the right to resupply.
10.4 At least two resupply attempts must be carried out in the event of a defect, unless this is unacceptable to the customer.
10.5 The customer will only be entitled to withdraw or claim a reduction if the resupply has failed.
10.6 In the event of a justified reduction, the customer will be entitled to a refund if there has been payment in excess.
10.7 The customer will only have rights to compensation under the conditions and to the extent of (11).
10.8 Any other statutory defect rights on the part of the customer will be ruled out.
10.9 The customer's statutory defect rights will lapse after one year has passed since the transfer of risk.
10.10 Liability for defects will be ruled out if the customer itself alters the deliveries or has them altered, unless the customer can provide evidence that the defect is based on an action not carried out or ordered by itself.
10.11 The BAM will not assume any liability for defects for damage to or defects in the deliveries caused by improper use, transportation or storage or, in the case of software, incorrect installation or non-compliance with the communicated system requirements on the part of the customer.
10.12 The customer must remunerate any expenses incurred as a result of unjustified notices of defects.
   
11. Liability
11.1 The BAM will assume full liability for damage caused deliberately or through gross negligence.
11.2 In the event of simple or slight negligence on the part of a legal representative or proxy, the BAM's liability in the case of breach of essential contractual duties will be limited to the damages which are typically to be expected. Otherwise, any other liability on the part of the BAM for simple or slight negligence will be ruled out.
11.3 Notwithstanding (11.2), the BAM will be unlimitedly liable for damages arising from damage to life, limb or health which are based on a deliberate or negligent breach of duties or a deliberate or negligent breach of duties on the part of a BAM legal representative or proxy.
11.4 If the BAM's liability is limited according to the above provisions, this will also apply for any liability on the part of entities, staff, freelancers, employees, representatives and proxies.
11.5 All claims to compensation, with the exception of those stated under (11.1) and (11.3), will lapse after two years have passed if they have not already lapsed according to (10.9). The statute of limitations will begin at the end of the year in which the claim arises. The statutory statute of limitations will apply for the claims stated under (11.1) and (11.3).
11.6 Statutory liability according to the Produkthaftungsgesetz [German Product Liability Act] will remain unaffected.
   
12. Confidentiality
12.1 During and after the respective order has been processed, the parties will be obliged to treat all information, images and documentation obtained concerning the relationships, internal procedures and technical equipment of the other party confidentially. Neither party may reproduce or publish such information or documentation without prior written agreement from the other party or pass it on to third parties or use or exploit it in any other way for purposes beyond this contract.
12.2 Information will be considered non-confidential if it was known to the public at the time at which the other party learned of it or it comes to the attention of the public after this point without the help of this party.
12.3 Each party will be released from the confidentiality obligation if and insofar as this party is required, by the authorities, a court or any other state body, to disclose information which is subject to the confidentiality obligation according to (12.1). This party will be obliged to notify the other party without delay and inform the other party of which body is demanding the information and to which extent. The party obliged to disclose the information will make efforts to ensure that the extent of the information to be disclosed is kept as small as possible and, where possible, obtain the assurance that the information to be disclosed is treated confidentially. The party obliged to disclose the information will make the efforts it deems reasonable to make it possible for the other party to oppose this demand for information.
   
13. Data protection
13.1 Both parties will comply with the statutory provisions concerning data protection, in particular according to the Bundesdatenschutzgesetz (BDSG) [German Federal Data Protection Act] and monitor compliance with it regularly.
13.2 Personal data will only be processed by the BAM for the purposes of performing the contract.
   
14. Final provisions
14.1 Rights arising from these general terms and conditions, or arising from the order, may only be assigned by the customer with written agreement from the BAM.
14.2 The customer may only offset with amounts receivable which are undisputed or established as final and absolute.
14.3 The place of jurisdiction for all disputes arising indirectly or directly from this contract will be Berlin, where permitted.
14.4 German law will apply for the contractual relationships to the exclusion of UN sales law (CISG).
14.5 Should a provision in these general terms and conditions be found to be invalid, this will not affect the validity of the remaining provisions. The parties will replace the invalid provision without delay with one which best corresponds to the intended economic purpose of the invalid provision.
14.6 All amendments and supplements will require written form in order to be valid. This will also apply for the annulment of this written form requirement.