1.1 These General Terms and Conditions govern contracts for the provision of services and the purchase or manufacture of goods. They also apply to other types of contracts (e.g. renting, leasing).
1.2 Client is the Federal Republic of Germany, represented by the Federal Government Commissioner for Culture and Media, represented by the Federal Commissioner for the Records of the State Security Service of the former German Democratic Republic.
2. Elements of the Contract
2.1 In agreeing to these GTC, the following become a binding part of this contract:
1. the description of services and service as well as performance features of approved samples; 2. the bid and order; 3. these General Terms and Conditions; 4. the general conditions of contract for the execution of services in their respective valid versions.
2.2 In the event of discrepancies, the elements of the contract apply in the order listed above.
2.3 The terms of reference as defined above also apply to technical guidelines and technical delivery conditions.
2.4 The General Terms and Conditions of the Contractor shall not be part of the contract.
3. Applicable Law
Applicable is the law of the Federal Republic of Germany.
4. Conclusion of Contract
4.1 The relevant contractual agreements are to be made in writing or in electronic form (§ 126 BGB). In order to be effective, verbal agreements require confirmation in the form specified in Paragraph 1. In the absence of such confirmation, in cases of doubt, the onus of proof lies with the party referring to the oral agreement or declaration. To be proven in this case are the contents and the assertion that there is no written or electronic confirmation.
4.2 The receipt of the confirmation letter is to be confirmed by the Contractor in writing or in electronic form (§126a BGB) by the Client.
5.1 The contracting parties commit themselves only to conveying the substance of the contract to third parties if and to the extent it is necessary for the fulfillment of the contract.
5.2 Privacy, Confidentiality and Security
The Client has to inform the Contractor of any special requirements regarding data protection and confidentiality. In particular, the Client has to ensure that the Contractor has no access to sensitive data / programs / information, unless otherwise agreed. The Contractor shall ensure in particular that the data protection regulations are observed and the staff is appropriately committed to this before commencement of services.
Client and Contractor must handle confidential information obtained under this contract, including business and trade secrets, as confidential. General ideas, concepts, methods, knowledge and experiences relating to information technology are not covered by the confidentiality clause. The general experience among public authorities remains unaffected as well, to the extent no confidential information is passed on. Other uses may only take place for contractual purposes.
5.3 The rules of the execution documents (§ 3 VOL / B) remain unaffected.
6. Nature and Scope of the Service
6.1 Nature and scope of the Contractor's services shall be governed by the contract elements listed in Paragraph 2.
6.2 Partial deliveries are only permitted if they have been explicitly agreed upon.
6.3 The scope of the Contractor's services includes the requirement that technical documentation, such as operation, operating and instructions for use be submitted in the German language.
7. Place of Performance
Place of performance is the place where the successful completion of service takes place. In the absence of a contractual definition, place of performance is the domicile of the Client in Berlin.
8. Period for Goods and Services
Unless otherwise agreed, deliveries and services by the Contractor are to be provided within one month of receipt of the declaration of acceptance by the Client.
9.1 The Contractor shall use suitable packaging to ensure safe transportation, taking into account the requirements of the nature and weight of the goods, the structural qualities of the transport path and the site, as well as the means of transport used.
9.2 The cost of the packaging, including the rent for railway container or similar containers, is borne by the Contractor, unless agreed otherwise.
9.3 The Contractor - or the carrier authorized by the Contractor - is obliged to take back all packaging within the scope of the respective ordinance in the currently valid version at no cost to the Client. A transfer of ownership of packaging does not take place in this case.
10. Transport, Transport Costs, Transport Risk
10.1 Unless otherwise agreed, the Contractor bears the transport costs. This also applies for additional costs, such as insurance fees, cash on delivery commission, cartage, port charges, demurrage charges or fees for a certificate of transport costs.
10.2 If the transport cost and risk is assumed by the Client (e.g. in the event of a sale by dispatch § 447 BGB), the Client may require that the Contractor arrange the transport. In this case, the Contractor must assume the cost of transport to the recipient and provide the Client with the invoice to document this. The most economical transportation modes and routes must be selected. Otherwise, the Contractor shall bear the additional costs.
10.3 Unless otherwise agreed, the transported goods must be delivered to the appropriate storage facility or to the first lockable door.
11. Delivery Note
The Contractor shall obtain confirmation by the Client for the receipt of deliveries on a delivery note. The order number must be included on the delivery note.
12. Quality Assurance, Quality Control
12.1 As part of the quality assurance measures, the Contractor must check to see if services meet contractual conditions.
12.2 The Client may require the Contractor to submit a quality inspection certificate as per DIN 55350 -T18 - 4.2.2 or 4.2.1.
13.1 In claims for defects of the contracting authority in material and legal defects and their limitation, the statutory provisions shall apply. § 14 VOL / B does not apply.
13.2 The warranty period is suspended when a delivered object cannot be used because of a warranty claim. The suspension begins on the day on which the defect is presented to the Contractor and ends on the date of delivery of the repaired items or spare parts to the Client.
13.3 Warranty claims are not repealed through unconditional quality-tested and received deliveries and services.
14. Infringement of Industrial Property Rights of Third Parties
14.1 The Contractor is obliged to consider if its performance violates intellectual property rights of third parties. Such an obligation does not apply to the Client.
14.2 An inspection obligation also exists when, according to Paragraph 2 of the GTC, a service description or other specifications are part of the contract.
14.3 Should the Contractor determine that the execution of services is impossible without violating intellectual property rights of third parties, the Contractor must inform the Client of this without delay.
14.4 The Contractor shall inform the Client of any third party claims arising from any infringement of intellectual property rights and shall bear the costs incurred by the Client in this regard.
15. Filing and Payment of the Invoice
15.1 The Contractor shall submit a written statement for each job to the Client. The invoice shall be accompanied by a delivery receipt. Partial invoices will only be paid separately if expressly agreed in the contract and must be labeled as such.
15.2 Incomplete bills and invoices that are sent without the contractual documents will not paid by the Client.
15.3 The payment of the invoice takes place in accordance with the contractual agreements, and in no case will this be later than 30 days after the due date and receipt of the invoice - with a signed confirmation of delivery by the recipient - or proof of performance. Maturity occurs only after the contractual performance is complete.
15.4 The date of payment - also in connection with deductions - applies to a payment or withdrawal from the Client's account the day of the surrender of funds or the dispatch of the order to the financial institution.
15.5 If discounts are contractually agreed upon or offered by the Contractor on the invoice, the discount period begins with receipt of the invoice, with proof of delivery, or proof of performance and with the proper contractual performance by the Contractor. The discount period is at least 14 days.
15.6 Payment location is the address the Client's bank, the Federal Treasury Kiel.
15.7 Any agreements made between the Contractor and a third party regarding the assignment of a claim against the Client requires the consent of the Client. Consent may be refused only for just cause. It shall be deemed granted if the Client does not object within one week after receipt of the Client's notice of assignment.
15.8 Regulation PR No. 30/ 53 regarding the prices for public contracts passed on 11/21/1953 Bundesanzeiger No. 244 of 12.18.1953) in the current version applies.
15.9. In other respects, § 17 VOL / B applies.
16. Termination of the Contract for Just Cause
16.1 The Client may, without prejudice to the provisions of § 8 VOL / B, withdraw from the contract or terminate it with immediate effect if there is just cause. In particular, such a case arises if: 1. the Contractor violates his obligation to maintain secrecy or an obligation imposed on him regarding the secrecy of facts that have become known to him in the context of the contract 2. expulsion grounds within the meaning of § 6 No. 5 c), d) and e) VOL / A exist. Reason for expulsion is particular is the unreliability of companies because of a proven serious misconduct (such as granting of advantages, § 333 StGB; bribery, § 334 StGB) or the improper performance or non-performance of the obligation to pay taxes and contributions to statutory social insurance. 3. there is participation in illegal restrictions of competition (cf. § 8 No. 2 VOL / B ) for the purposes of the Act against Restraints of Competition (GWB), in particular an agreement with third parties for the submission or non-submission of bids, demanded prices, the payment of compensation for loss (profit-sharing or other charges), as well as on the establishment of the recommendation of prices exists.
16.2 In case of termination, § 8 No. 3 VOL / B shall apply to the settlement of the contract. In the case of withdrawal, the settlement is subject to legal provisions.
16.3 The other legal rights and claims of the Client shall remain unaffected.
17.1 If there is a significant reason according to Paragraph 16 of the GTC, at the request of the Client, the Contractor shall pay a penalty, regardless of whether the Client makes use of her right to terminate the contract or to withdraw as stipulated in Paragraph 16 of the GTC. The amount of the contractual penalty is 50 times the value of the promised or granted benefits in cases of corruption cases, or 50 times the expenses saved or damages caused, but may not be more than 10 percent of the total contract price exclusive of VAT.
17.2 The contractual penalty may be forfeited in the period from receipt of the tender notice until two years after receipt of the invoice.
17.3. Demanding punishment does not affect any claims for damages. An offsetting will not occur. The §§ 339-342 BGB will not be applied.
18. Compensation in case of termination of the contract for just cause
The Contractor shall compensate the Client for all damages incurred directly or indirectly by the resignation or termination of the contract as stipulated in Paragraph 16 of the GTC. Other rights as claims to remuneration for goods and services executed will not be granted to the Contractor due to withdrawal or termination. Otherwise, § 7 No. 3 VOL / B shall apply.
If the conditions imposed by § 38 German Code of Civil Procedure for an agreement as to the legal venue are satisfied, the legal venue for all claims of the contracting parties will be Berlin.