General Terms and Conditions for Bayerisches Laserzentrum GmbH
These general business, payment and delivery conditions (General Terms and Conditions) are valid for all business relations with entrepreneurs (§ 14 BGB), legal entities of the public right or public special estates, also in connection with follow-up orders of the customer taking place in the future. Blz pursue predominantly and directly non-profit purposes. These General Terms and Conditions consider in particular the requirements of contract research.
These General Terms and Conditions are exclusively valid. General Terms and Conditions of the customer do not become subject-matter of the contract, even if blz not expressly contradicts them. Individual agreements between customer and blz have priority before this General Terms and Conditions in each case.
2 Contract Conclusion
2.1 The offers of blz are subject to change and non-binding, besides blz indicates a binding date. Oral offers are noncommittal. The contract conclusion takes place in writing only.
2.2 The offer describes the task regarding details of application purpose, the contents and range of work, the time-frame for processing as well as research and development objectives.
The agreed remuneration is quoted ex works, does not include packing, freight, postage, insurance and other shipping costs and is subject to the legal value-added tax, besides the blz offer includes these achievements expressly.
4.1 All payments have to be made without deduction within 14 days from date of invoice directly to blz or the blz account, stating the invoice number.
4.2 Upon expiration of the aforementioned time fixed for payment the customer comes without reminder into delay. For the duration of the delay the remuneration has to be paid interest on with a rate of 9 % points above the basis interest rate. Blz reserves the asserting of further damage caused by delay. With delay of payment blz in addition has claim on payment of a lump sum at a value of 40.00 euros. The lump sum is to be taken into account on an owed payment of compensation, as far as the damage is caused by costs of the prosecution.
4.3 The set-off with counterclaims of the customer or the practice of a right of lien of the customer is only permissible, as far these is undisputed, ready for judgment or validly determined. This is not valid for any claims of the customer directed on costs for completion or defect removal.
5 Delivery / Transfer of Risk
5.1 Deliveries of products take place always ex works. Partial deliveries are permissible only if this is appropriate in accordance with § 242 BGB with consideration of the requirement of good faith. This is in particular the case, if partial deliveries are usable for the customer in the context of the contractual regulation purpose and the delivery of the remaining commodity remains guaranteed.
5.2 Times for delivery are individually agreed upon or indicated by blz for the order. If obligatory times for delivery cannot be kept for reasons, blz is not responsible for (unavailability of the achievement, e.g. not duly self supply), blz will inform the customer immediately and the prospective new time for delivery will be communicated at the same time. If the delivery will not become possible even within the new time for delivery, blz and the customer are entitled to withdraw totally or partly from the contract.
5.3 Operational disturbances by labour disputes or other unusual circumstances like official measures, traffic congestions etc., extend the delivery time accordingly. If they lead to the impossibility of the achievement, blz and the customer are entitled to withdraw from the contract.
5.4 The risk of the coincidental fall and the coincidental degradation passes to the customer when the product is handed over to the person responsible for shipping. If the system, product or goods are ready for delivery but shipping is delayed due to reasons the blz is not responsible for, the risk passes to the customer when the readiness for delivery is announced.
5.5 The occurrence of a delay of delivery determines itself according to the laws. In each case however a reminder is necessary by the customer.
5.6 The rights of the customer from this General Terms and Conditions and the respective mutual legal rights remain untouched in all other respects.
6 Reservation of Title
6.1 The supplied commodity remains the property of blz up to the complete payment of all existing demands of blz against the customer to the invoice date. Cheques, change etc. are only valid with effected redemption and covering as payment.
6.2 The customer is neither entitled to mortgage the product nor to transfer property for the purpose of securing a debt before complete payment. He is, however, authorised to sell the product in the regular course of business. The customer retires his demands from the far sale on blz. Blz assumes the transfer. The customer is entitled to draw in those demands from the far sale retired to blz up to revocation by blz at any time.
6.3 If the value of the securities deposited for blz exceeds the value of the claims of blz by more than 10 per cent in total, blz is bound upon request of the customer at his own choice to either clear or reassign the exceeding securities.
6.4 With processing or reorganization of goods supplied by blz and standing in its property, blz is manufacturer according to § 950 BGB and keeps in each time of the processing property at the products. If third party is involved in processing or reorganization, blz part of co-ownership is limited to the height of the invoice amount (invoice total amount inclusive VAT.) of the reservation commodity. The acquired property in such a way is considered as reservation commodity.
6.5 In the case of garnishment or any other interference by third parties, the customer is bound to point out the property of blz and immediately inform blz in writing. The customer bears all costs and damage. The customer will be liable for damages to the blz in case of neglect concerning this matter.
7 Objections / Warranty
7.1 The blz guarantees to work with scientific accuracy and to observe accepted engineering rules, but it does not guarantee the actual achievement of a research and development goal.
7.2 Blz guarantees for software that this essentially works in accordance with the program specifications, if the software is installed on equipment intended by blz according to the guidelines of blz. The guarantee is valid only for such lack of software, which is at any time reproducible. Blz takes over no guarantee for the fact that software works error free in all combinations selected by the customer, but not specified by blz.
7.3 The customer has to check immediately the stipulatedness of the commodity as well as any pre and intermediate products sent in each case. The danger of any errors turns on the customer with the release, as far as it does not concern errors, which developed in following manufacturing steps.
7.4 Obvious lacks must be indicated in writing within one week starting from receipt of the commodity, hidden lacks within one week starting from discovery; otherwise the asserting of the warranty claim is impossible.
7.5 With entitled objections blz is obligated and justified to rework and/or replacement by its choice first. In the case of the objection of software blz reserves itself by its choice to remove the defect either by installation of an improved software version or by references for removal or evasion of the lack. If blz respites this obligation not within an appropriate time or if the supplementary performance fails, the customer can require reduction of the remuneration (decrease) or cancellation of the contract (resignation).
7.6 Supplies by the client or by third parties (e.g. Software, adjustment components (e.g. Interfaces etc.), other external manufactured products) are not subject to a test obligation of blz, besides the defectiveness of the supplies force themselves upon.
7.7 Lack of a part of the supplied commodity does not entitle the objection of the entire delivery, besides that the faultless part of the delivery is without of interest for the customer. If the customer is not entitled thereafter for the objection of the entire delivery, the customer remains obligated to the payment after paragraph 4 with appropriate consideration of the lack of the part.
7.8 As a matter of principle, parts replaced due to lack become property of blz again.
8.1 Blz is liable
– for the culpable injury of the life, the body or health and
– for deliberate or roughly negligently caused damage, even if the obligation injury is based on accordingly culpable behavior of a legal representative or executing aide.
8.2 Furthermore blz is liable already with easily negligent injury of substantial contract obligations, also by its legal representatives or executing aides. Substantial contract obligations are such obligations, whose fulfillment makes the proper execution of the contract possible in first place, whose violation endangered reaching the contract purpose and on their observance the customer may trust. The liability of blz by sentence 1 is limited in the cases of easily negligence on the foreseeable, contract-typical damage.
8.3 Blz is liable finally
– for lack maliciously concealed and warranty taken over for the condition of the product as well as
– for requirements from the product liability law.
8.4 The blz liability is excluded in all other respects.
Requirements for lack of the customer fall under the statute of limitations, with exception from claims for damages to paragraph 8.1 and such from the product liability law, in one year, beginning with (off) the delivery of the product. This is not valid, if blz concealed the lack maliciously or as far as blz took over warranty for the condition of the product.
10 Rights on Intellectual Properties, Research and Development Results
10.1 The research and development result is placed at the disposal of the customer in accordance with the offer after conclusion of the project.
10.2 The customer is granted a non-exclusive right of use concerning inventions developed in the context of the contract and patents on these inventions filed by or granted to the blz. The customer refunds to the blz an agreed proportion of the costs for filing, maintenance and defence of the protective rights. When making use of the inventions, the customer has to pay the employee invention compensation according to current jurisdiction or regulations of the blz.
10.3 In place of the right in accordance with paragraph 10.2 the customer can receive an exclusive, paid right of use of developed inventions and announced or given patent rights for the application purpose underlying its order by written request within three months after report, if an agreement over the payment is made. Blz keeps a non-exclusive, free right of use for own purposes in this case.
10.4 The customer is granted a non-exclusive right of use concerning the copyrighted research and development results as well as the know-how resulting from the project, free of charge. An exclusive right of use for the application purpose requires a separate agreement.
10.5 If already existing protected of blz are used in the implementation of the project, and if they are necessary for the exploitation of the research and development results by the customer, the customer will receive a separately agreed, non-exclusive, paid right of use, unless otherwise obligations of blz stand against.
11 Software Rights
11.1 The customer is granted a non-exclusive and non-transferable right of use for the internal operation of each single delivery concerning programmes and related documentations as well as updates/upgrades belonging to the use of deliveries according to application purpose. The customer is not entitled to further rights of use concerning programmes and documentations.
11.2 The blz is the sole copyright owner. The customer does not acquire ownership of the programmes and is not entitled to reverse engineer, decompile or disassemble the software.
11.3 The customer is neither authorised to copy or otherwise reproduce programmes, documentations or extensions delivered at a later time nor to make them available to third parties, without prior written agreement of blz.
11.4 Source code is not provided normally; it can only be made available upon a separate written agreement.
12 Conflicting Property Rights of Third Parties
12.1 The blz will immediately inform the customer about property rights of third parties that are or become known to blz, which might be breached by using the research and development results. The blz does not assume liability if property rights of third parties are breached.
12.2 The customer is bound to inform the blz immediately about property rights of third parties that become known to him and any claims that are asserted against him by the proprietors of these rights.
12.3 The blz and the customer will decide by mutual consent on the procedure in case of conflicting rights of third parties.
13 Publications, Advertisement
13.1 After consulting the blz, the customer is entitled to publish the research and development results, if the originator is mentioned. It must be taken into account that the publication does not interfere with dissertations, student theses or patent applications, for instance.
13.2 Blz will consult the customer in time about publications of the blz concerning the application purpose for which the customer claims an exclusive right according to paragraph 10.3.
13.3 The customer may only use the results for advertising purposes, if the blz is mentioned and gives its explicit consent.
The blz and the customer will not disclose confidential engineering or business information to third parties during and upon completion of the contractual relationship. This does not apply to generally available information or information where blz or the customer has waived confidentiality in writing.
15.1 Subsidiary agreements, modifications and amendments must be in written form.
15.2 The place of performance and jurisdiction is where blz is registered.
15.3 Any legal relations between the blz and the customer are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. German is the agreed contractual language.
Bayerisches Laserzentrum GmbH • Konrad-Zuse-Str. 2-6