[Seite 1]
Additional contract terms and conditions of the MDC
1 Application 5.3 Direct delivery to workgroups or other departments of the customer does 1.1 These additional contract terms and conditions (hereinafter ZVB) apply not count as performance. Workgroups and other departments are not for all contracts for the delivery of goods and/or services concluded by authorized to receive goods, to receive or accept services, or to issue the Max Delbrück Center for Molecular Medicine in the Helmholtz statements regarding the quality of such goods or services with effect for Association (hereinafter the customer). The general contract terms and and against the customer. conditions for the provision of services (VOL/B) applicable at the time 5.4 Under a purchase contract, the risk of accidental loss or deterioration the contract is concluded apply in addition. (Section 446(1) BGB) is borne by the vendor up to the time of delivery 1.2 Delivery, payment and business terms and conditions of the vendor – and handover at the delivery location according to no. 5.1.If installation also in the vendor’s offers or advertising materials – only apply when and is agreed, the vendor bears this risk until the installation services have insofar as they are expressly agreed in the form defined under no. been completed. 2. This applies even when the customer is aware of terms and conditions 5.5 In the performance of services on the customer’s premises, the vendor of the vendor that conflict with or deviate from these additional contract shall comply with the provisions of the customer’s directive for external terms and conditions, and accepts the performance of the vendor companies in the version applicable at the time of contract execution. without reservation. The current directive for external companies is available on the Internet 2 Formal requirements at http://www.mdc-berlin.de/einkaufsinfo. 2.1 Subject to internal power of attorney provisions, contractual agreements 6 Deadlines for execution, delivery and performance must be in written form, text form with approved advanced electronic 6.1 Agreed deadlines are binding. After the delivery date passes, the vendor signature according to the Digital Signature Act (SigG), electronic form is in default with no need for a reminder. Otherwise the applicable legal (Section 126a of the German Civil Code (BGB)), or text form (Section provisions apply. When delays are expected due to unforeseeable 126b BGB) in order to be effective. circumstances, the vendor shall report this promptly in text form, stating 2.2 Electronic signatures supported by the federal eVergabe are approved the reasons and estimated duration along with suitable proposed (see http://www.evergabe-on-line.info/signaturen). countermeasures to avert the consequences. 2.3 Verbal agreements regarding the contract have to be confirmed in the 6.2 In case of default, the vendor shall pay the customer a contract penalty form defined under no. 2.1 in order to be effective. of 0.5% of the total order price per full week, up to a maximum of 5%. 2.4 Mandatory formal requirements according to law and the right to request The customer reserves the right to provide proof of higher damage. notarization remain unaffected. 7 Acceptance 3 Correspondence 7.1 If a trial run is intended, acceptance takes place after a trial run in which 3.1 The customer’s order number, reference, and date must be specified in serviceability was determined, in any case with a jointly prepared all correspondence (for example, order confirmations, invoices, delivery acceptance record. notes), including documents submitted electronically or in text form. 7.2 All documentation required for acceptance, operation, maintenance and 3.2 Order confirmations or invoices without an order or purchase order repair (inspection logs, factory certificates, drawings, plans, operating number are deemed to not have been issued or received, and cannot be instructions, and the like) shall be included by the vendor at no charge. processed. In such cases, payment terms and conditions contained in 8 Investigation of defects invoices and order confirmations only take effect after a new or amended 8.1 The customer is entitled to the statutory claims for defects, with no invoice or order confirmation with the corresponding information is restrictions; the customer has the right to demand the rectification of received. The vendor is responsible for all consequences of failing to defects or delivery of new goods from the vendor, at the customer’s meet the obligation to specify the order number, reference and date of discretion. The right to damages, in particular damages in place of the order letter, unless the vendor provides proof that they are not performance, is expressly reserved. accountable. 8.2 The customer has the right to undertake the rectification of defects itself 4 Prices at the vendor’s expense if the vendor is in default of supplementary The agreed prices are fixed prices in terms of Directive PR 30/53 on performance. prices for public contracts of 21 November 1953 (German Federal 9 Proprietary rights Gazette 1953, no. 244) in the respective current version. Subject to 9.1 The vendor warrants that no third-party rights are violated by the vendor’s deviating agreements, the price includes delivery “free to the door” and delivery and performance. packaging. In case of other agreements, the packaging and transportation costs shall be advanced by the vendor and listed 9.2 In case of a corresponding claim against the customer, the vendor is separately on the invoice. obligated to indemnify the customer from said claim on the first written request; the written form may also be replaced by one of the forms 5 Delivery and performance named under no. 2. In case of third-party claims for damages, the vendor 5.1 The vendor shall deliver at the agreed time to the following delivery reserves the right to provide proof that the vendor is not responsible for location of the customer, unless a different delivery location is agreed in the violation of the third party’s rights. the form defined under no. 2: Max-Delbrück-Centrum Berlin, Abteilung Einkauf, Zentrale Warenannahme, Robert-Rössle-Str. 10, 13125 10 Ownership BerlinBuch. Goods receiving is from Monday through Friday between 7 10.1 Retention of title by the vendor does not prevent the customer from am and 2 pm. combining, processing, inseparably mixing, or consuming delivered goods as intended, provided the customer informed the vendor of this 5.2 The delivery of animals shall be exclusively to the concrete animal intended use at the time of placing the order or concluding the contract. facilities specified by the customer in writing in the order or purchase In these cases, the retention of title does not extend to uniform or new order, during the receiving times also stated there. Insofar the concrete goods resulting from processing or combining, or to products of blending named animal facility is the delivery location. or mixing. Furthermore, the retention of title in these cases does not extend to surrogates obtained by the customer in place of produced uniform or new goods or in place of products of blending or mixing.
Last update: 1 November 2024 Page 1 of 2
[Seite 2]
Additional contract terms and conditions of the MDC
15.3 The Packaging Directive (VerpackV) of 21 August 1998 including the 10.2 Material of any kind provided by the customer remains the customer’s corresponding amending ordinances applies in the respective current version at the time the contract is concluded. The customer has the right property. It shall be identified as such by the vendor and stored, to charge the vendor for necessary costs for the disposal of packaging designated, and administered separately. When provided material is processed, transformed, combined, or mixed with other objects, the from deliveries to the customer. customer obtains sole ownership of the new goods. The vendor stores 16 Extraordinary right to withdrawal or the termination of contracts these for the customer at no charge. Ownership and usage 16.1 The customer has the right to withdraw from contracts, or to the rights/copyrights to documents of the customer provided to the vendor extraordinary termination of contracts without notice, when are retained by the customer. On request of the customer, the documents along with all copies or duplicates shall be promptly a) the vendor or its employees, for the award of contract, demonstrably surrendered; electronic copies shall be erased, except when this entered into an agreement that constitutes an unlawful restraint of conflicts with professional obligations. Documents of the customer may competition, only be used for the purposes established within the scope of the b) the vendor or its authorized representative or other agent offers, contract. In case of violations, the vendor is liable for the entire damage promises, or grants gifts or other benefits to persons engaged by the (including the unauthorized use of the customer’s rights). In case of a customer for the award of contracts or for the preparation, conclusion, or joint invention, the rights of the customer shall be protected in a suitable execution of contracts or other legal transactions, or to persons related manner through an agreement. to said persons, 11 Required documents, right of the customer to information c) at the time the contract is concluded, there was a mandatory reason for 11.1 The vendor shall request required documents according to Section 3, exclusion according to Section 123(1) through (4) of the Act Against no. 1 VOL/B in a timely manner. Restraints on Competition (GWB), or 11.2 The customer has a right to information according to Section 4, no. 2, d) in the course of order fulfillment, contractual performance, or the paragraph 1 VOL/B. Within the scope of this right, the customer or its provision of services, legal provisions were demonstrably violated, for representatives are authorized to conduct audits at the customer’s example, the Minimum Wage Act (MiLoG), the Act on Mandatory expense. In the course of subcontracting, the vendor undertakes to Working Conditions for Workers Posted Across Borders and for Workers ensure that the subcontractor, to the aforementioned extent, Regularly Employed in Germany (AEntG), or the Act to Combat contractually grants the customer the right to information and to conduct Undeclared Work and Unlawful Employment (SchwarzArbG), or legal audits of the subcontractor. The audits do not release the vendor from regulations for the protection of intellectual property or competition its warranty for defects and liability. protection regulations. 12 Invoice and payment 16.2 In cases of no. 16.1, the right of withdrawal or extraordinary termination 12.1 The billing address is: Max-Delbrück-Centrum Berlin, Abteilung without notice applies to all orders, contracts, and services in the Finanzen, Robert-Rössle-Str. 10, 13125 Berlin-Buch. Invoices must be business relationship between the vendor and the customer. For tender sent to the following e-mail address: rechnungseingang@mdc-berlin.de. offers and award procedures, the customer in cases of no. 16.1 has the Invoices must be sent in pdf format or as XRechnungen; a separate e- right to exclude the vendor from participation in the tender offer or award mail must be sent for each invoice; see no. 3 regarding the contents of procedure with immediate effect. the invoice. 16.3 Aside from withdrawal or termination according to no. 16.1, the 12.2 Payments by the client shall be cashless after complete receipt of the customer’s right to demand compensation from the vendor for the goods or complete performance of the services, including acceptance by damage incurred by the withdrawal or termination remains unaffected. the customer where required, and after receipt of the invoice within 14 17 Data protection days with the deduction of a 2% discount or 30 days net at the customer’s The vendor is hereby notified that the customer processes and stores discretion. The discount shall not be taken insofar as it is excluded by data arising from the contractual relationship and business relationship legal regulations (for example, in case of price-maintained publisher’s in accordance with Section 28 of the Federal Data Protection Act (BDSG) products). The discount provision applies for all payments (including using an IT system according to Section 3 BDSG. In addition, the payments according to a payment schedule and advance, installment, customer reserves the right to transfer such data to third parties to the final and partial final payments). extent this is required for contract execution. The vendor consents to the 13 Customs use of data obtained by the customer in the course of the business 13.1 In case of performance from a foreign customs territory, the vendor shall relationship, exclusively for its own business purposes. contact the customer in a timely manner regarding customs and import 18 Advertising materials processing. The vendor may only refer to the business relationship with the customer 13.2 The vendor is obligated to provide all necessary information for internal in advertising materials with the customer’s express consent. trade statistics on request of the customer, for example, the article 19 Jurisdiction and applicable law number, weight, size, and transport routes. The jurisdiction is the city of Berlin. The respective applicable laws of 13.3 Contractual performance is subject to the reservation that there are no Germany apply for all contracts, orders, deliveries, and other impediments to performance due to national or international regulations, performance concluded, ordered, or provided by the customer. notably export control provisions, embargoes or other restrictions. The 20 Severability clause contractual partners obligate themselves to provide all information and Should individual provisions of these additional contract terms and documentation required for export/shipment/import. Delays due to export conditions be ineffective in whole or in part, or in case of a gap in these inspections or approval processes shall be taken into account by the additional contract terms and conditions, the effectiveness of the vendor. If required permits ultimately will not be issued, the customer has remaining provisions of these additional contract terms and conditions a right to cancellation for the affected partial performance. Rights of the shall remain unaffected. In such cases, the parties obligate themselves vendor to compensation, recourse, or damages are excluded. to replace the ineffective or missing provisions with legally effective 14 Assignment of claims; right of retention provisions that come as close as possible to the economic objectives 14.1 The vendor can only assign claims against the customer with the and purpose of these additional contract terms and conditions. customer’s consent. When such claims are subject to advance assignment or blanket assignment, for example, to banks, the vendor is obligated to inform the customer of this at the time the contract is concluded. If the vendor fails to make this disclosure, the customer has the right to withdraw from the contract. 14.2 The vendor only has a right of retention for counter claims that are undisputed or have been legally established. 15 Packaging 15.1 The vendor shall use suitable packaging materials for safe transportation under consideration of the requirements based on the type and weight of the goods and the means of transport being used. 15.2 The vendor is obligated, or the assigned carrier shall be obligated by the vendor, to take back packaging (in terms of the Packaging Directive (VerpackV) in the respective current version) free of charge from the customer on delivery. There is no transfer of ownership for the packaging in this case. However, the recipient may request ownership of the packaging to be transferred on delivery to the extent the vendor or carrier can dispose of it.
Last update: 1 November 2024 Page 2 of 2