General Terms and Conditions of Business

As of Juli 2007

1. SAM – STANDARDS AND MORE… GmbH & Co. KG – hereinafter referred to as „SAM” – offers technical documentations, e.g. standards, guidelines and other technical databases for use subject to a time limit (by way of hire). The provided technical documentations are stored on various data carriers, e.g. DVD or made available online. SAM does not produce these technical documentations but obtains them from third parties and, by a technical procedure, transfers them to data carriers without changing their contents; hence the preparation of the contents of these documentations and the examination of the correctness of their contents are not part of the contractual relationship between SAM and its customers. SAM offers its customers these technical documentations on a data carrier in the form of an integrated system (data and software for customer’s use) with a licence for use for a fixed period of time, subject to due and timely obtainment by SAM itself.
2. All SAM offers are without engagement.
3. In addition to the General Terms and Conditions of Business the licence terms for the respective SAM product lines shall apply; these licence terms deal with the extent and conditions of supply of the granted licence(s) for use, as well as with supplementary, in particular, product-related questions. SAM product lines include: Standard Collections, NormCD, Perinorm, IEEE for Switzerland and others, Solutions (in cooperation with partners). The licence terms applicable to the respective product offered to the customer shall be quoted in the SAM offer to the customer and be made available to the licensee. These General Terms and Conditions of Business as well as the licence terms shall apply exclusively to all contracts concluded with SAM subject to any expressly stated written provision to the contrary. In case of a contradiction, the provisions of the respective licence terms shall prevail over these General Terms and Conditions of Business; this shall apply to all provisions of the respective licence terms including choice of law and jurisdiction clauses. The customer’s General Terms and Conditions shall not apply.
4. The customer may obtain the SAM products only for its own use and for a period of at least one complete year. The contractual relationship shall in each case be continued for one additional year unless terminated by giving written notice 90 days before expiry of the current contractual year. The date of receipt of the notice by the receiver shall be decisive.
5. The licence fee for the use of a system shall be due annually in advance and shall be payable within 30 days after the date of invoice. The amount of the licence fee is shown in the SAM price list as amended from time to time, plus statutory VAT. SAM shall not grant any deductions (discount, etc.). In as far as SAM obtains the systems offered by SAM from abroad, the customer shall also have to bear the costs incurred ex arrival airport in Germany , e.g. turnover tax on imports, customs and duties, costs of transportation from airport to customer, etc. The customer shall only be allowed to set off his own claims against the claims of SAM or exert a right of retention if the counterclaim is uncontested and determined in a legally valid manner.
6. The technical documentations provided by SAM on a data carrier in the form of a system shall be protected by copyright law. All copyrights shall be reserved. Reproductions and copies of all kinds exceeding the content of the licence terms shall not be permitted unless admissible pursuant to compulsory provisions of copyright law. Any change of data, the combination of data with other data compilations or the inclusion in other data compilations shall not be permitted. The system shall always remain the property of SAM respective the copyright owner. The customer shall not be allowed to sell, transfer, assign, pledge or provide it to third parties.
7. SAM shall at any time be entitled to change the systems, in particular the integrated software for access. SAM shall update the technical documentations on a regular basis, with the exception of paper format documentations. This shall be effected by sending an appropriate data carrier to the customer or by updating online data banks to which the customer is granted access. After receipt of an updated data carrier, the customer shall be obligated to update the system and to send the former data carrier back to SAM at customer’s expense (this shall not apply to online access).
8. SAM shall be allowed to terminate the contract without notice for an important reason. An important reason entitling SAM to terminate the contract shall exist in particular if
   – the customer fails to fulfil his contractual obligations even after having been reminded,
   – insolvency proceedings are commenced on the customer’s asset,
   – the customer continues to violate the applicable licence terms for the respective product line even after having been reminded.
   SAM shall also be entitled to claim damages independent of the termination of the contract.
9. If the contract is terminated for whatever reason, the customer shall be obligated to return the system including all data carriers on which the system or parts of the system are stored to SAM without delay at customer’s expense.
10. The customer shall be held liable for all damages to the system or loss of the systems or parts thereof occurred in his sphere of responsibility, with the exception of natural wear and tear.
11. Damage claims vis-à-vis SAM shall be restricted to typical damages foreseeable at the date of conclusion of the contract unless gross negligence or wilful intenare involved.
12. Since the subject matter of the contract is only the making available of the technical documentations and not their preparation, since SAM takes over such documentations from third parties and transfers them to data carriers without changing their contents, SAM shall not assume any liability for the faultlessness, accuracy, completeness, etc. of the technical documentations. Therefore, any claims vis-à-vis SAM because of faults, inaccuracies, omissions, etc. in the technical documentations based on whatever legal reason, shall be excluded. In addition, any liability of SAM without fault with regard to defects already existing at the date of the conclusion of the contract shall be excluded.
13. The contractual relationship shall be subject to the laws of the Federal Republic of Germany. Unless in contradiction to compulsory legal provisions, the exclusive place of jurisdiction shall be Munich, except for the case the respective licence terms for a certain product line prescribe any other place of jurisdiction.
14. For the use of the systems by information brokers and libraries special agreements shall be required, because privileged conditions shall apply in these cases.

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