Terms of Use


Last updated: 3 February 2022

 

Welcome to LabScape, a webshop operated by Bruker BioSpin Corporation, 40  Manning Road, Billerica, MA 01821, USA ("BBIO USA"), which is located at https://store.bruker.com/ ("Webshop") and where you can purchase products (1) from BBIO USA, or from other companies of the Bruker group (“Bruker Affiliate(s)”) depending on your location as further specified in the Bruker LabScape Terms and Conditions of Sale, or (2) from affiliated partners (“Bruker Partner(s)”) as indicated in the Webshop. These terms and conditions ("Terms") govern your access to and use of the Webshop and any web services or applications owned, controlled, or offered by BBIO USA in connection with the Webshop (collectively the "Services").

These Terms apply to all persons who access the Webshop or use any of the Services ("User(s)”, “you”). Please review the following Terms carefully. By accessing the Webshop or using the Services, User signifies its agreement to these Terms which are the only terms and conditions which apply to the User’s use of the Webshop and related Services, unless BBIO USA expressly agrees otherwise in writing. If User does not agree to these Terms or is unable to be bound by such Terms, User may not access or use the Services.

 

  1. ACCESSING THE SERVICES AND CREATING AN ACCOUNT

 

The Services offered on the Webshop are directed exclusively at corporate customers that are end users. BBIO USA does not provide Webshop accounts to private individuals acting as consumers. Any request to open an account on the Webshop is only valid if it originates from a party that is a natural or legal person or a partnership with legal capacity whose request is placed with BBIO USA in the exercise of its commercial or independent professional activity and who will not resell the products purchased on the Webshop. By requesting to open an account on the Webshop, User warrants and represents to fulfill these requirements. You further warrant and represent that (a) the business organization you represent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power to and authority to enter into these Terms of Sale, and (b) you have been duly authorized to enter into these Terms of Sales on behalf of the business organization you represent. If you would like to place an order with BBIO USA or any of the Bruker Affiliates (collectively referred to as “Bruker”) as a consumer or reseller, please contact our local service office in your region.

 

If User creates or uses an account on behalf of a business entity, User represents that it is authorized to act on behalf of such business and bind the business to these Terms. The term "User" as hereinafter used includes the individual person using the Services and such business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms among BBIO USA and any User(s). User may use the Services only in compliance with all applicable laws and regulations. Any use or access to the Services by anyone under the age of 18 is strictly prohibited.

 

To access or use certain functionalities offered through the Webshop (e.g. making purchases), each User must create an account and provide certain information about itself. When creating the User’s account, User must provide accurate and complete information. Users must update such information if necessary to ensure that it remains accurate and complete. Only registered Users may use the Services. BBIO USA reserves the right to deny registration for any reason or no reason.  

As a User you are solely responsible for the activity that occurs on your account, and you must keep your account password secure. User must notify BBIO USA immediately of any breach of security or unauthorized use of User’s account. Bruker will not be liable for any losses caused by any unauthorized use of User’s account and BBIO USA reserves the right to suspend or close User’s account at any time if BBIO USA suspects the unauthorized access or use of an account.

For the purposes of these Terms, "Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. Subject to these Terms, BBIO USA grants User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Webshop, including accessing and viewing any content provided by BBIO USA within the Webshop, for the purpose of using the Services. BBIO USA may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted herein, BBIO USA reserves all other rights and no other rights are granted by implication or otherwise.

User agrees that the Platform and all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs and other content within the Platform and all intellectual property rights in the foregoing (including without limitation rights to its design, software, any associated documentation, modifications and improvements made by any party) (collectively, the "BBIO Content") are the exclusive property of BBIO USA and its licensors or third-party service providers. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license to BBIO Content. Use of the BBIO Content for any purpose not expressly permitted by these Terms is strictly prohibited.

 

  1. ORDERS

 

Contracts are concluded as follows on the Webshop, provided that all requirements set by the present Terms are met by User:

 

User can choose products from the assortment of goods within the Webshop by adding them to the shopping cart. In the shopping cart User may choose to either directly proceed to checkout or to generate a quotation for download. In addition, the quotation will be sent automatically to the email address linked to User’s account. Both the quotation and the email contain a link leading User back into the corresponding purchasing process, thereby enabling User to proceed to checkout at any time. Shipping information will be derived from your User account and can be modified if required. After clicking “continue to payment” you will be able to select your preferred payment method. The Webshop currency is US Dollars; any other currency that may be indicated serves informational purposes only. By clicking the button "Buy now" the purchase of the products in the shopping cart becomes legally binding in accordance with the Bruker LabScape Terms and Conditions of Sale.

 

  1. DATA PROTECTION

 

For the purposes of this section, the terms "Personal Data" means any information that relates to an identified or identifiable living individual. 

 

While using the Webshop, the User may upload certain personal data in the Webshop to activate its account. Personal Data may include user ID and passwords, company, credit card and payment information, business-related contact details and shipment information, and for each login: date of last modification, web browser used, browser version, client's IP address. BBIO USA collects and stores such Personal Data to create and maintain the User account, to maintain the Webshop, to solve bugs and issues with the software, to contact the Users to inform them about changes to the Webshop, maintenance downtime, and other communications strictly related to the Webshop operation. In countries where marketing opt-in is required, User’s Personal Data will not be used for marketing purposes unless User has specifically consented to receiving marketing communications from Bruker.

 

User acknowledges that certain Personal Data will be shared with third-party service providers, which enable specific functionalities of the Webshop. Some of these providers may be based outside of the country where User is located and may not be providing an equal protection to Personal Information. In such cases, and where required by applicable data protection law, Bruker has entered into contractual agreements with its providers, i.e., the standard contractual clauses for data transfers between EU and non-EU countries, to ensure adequate protection to Personal Data according to art. 46 of the GDPR.

 

The Webshop is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. Therefore, in addition to our Privacy Policy (see below) the processing of your personal information via Shopify is described in Shopify’s Privacy Policy at https://www.shopify.com/legal/privacy, in particular in the section on customers at https://www.shopify.com/legal/privacy/customers.

 

Any User located outside of the EEA agrees to the international transfer of its Personal Data outside of the country where it is located, including the United States of America, by accepting these Terms.

 

In the case of any privacy-related question, Bruker’s Privacy Team can be reached at privacy@bruker.com. For more information about the processing of personal information at Bruker, please consult our Privacy Notice at https://store.bruker.com/pages/privacy-policy.

 

  1. RESTRICTIONS ON USE

 

User must not use any robot, spider, scraper or other automated means to access the Services for any purpose without BBIO USA’s express written permission. Additionally, User agrees that it will not engage in any of the following prohibited activities: (a) take any action that imposes or may impose (in BBIO USA’s sole discretion) an unreasonable or disproportionately large load on the Webshop’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any BBIO Content from the Webshop, any software code that is part of the Webshop, or any services that are offered on the Webshop without BBIO USA’s express written permission; (c) interfere or attempt to interfere with the proper operation of the Webshop or any activities conducted thereon; (d) bypass any measures BBIO USA may use to prevent or restrict access to the Webshop or any subparts thereof including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Webshop or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Webshop; (g) upload invalid data, viruses, worms, or other software agents through or to the Webshop; (h) collect or harvest any Personal Information from the Webshop, unless this is clearly permissible under applicable data protection laws; (i) access any content on the Webshop through any technology or means other than those provided or authorized by the Webshop; (j) misrepresent User’s affiliation with a person or entity, (k) conduct fraud, (l) hide or attempt to hide User’s identity; (m) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products or services; (n) send or upload infringing, obscene, threatening, libellous, or otherwise unlawful data, including material in violation of third-party intellectual property rights.

 

  1. SERVICE CHANGES, TERMINATION, AND SUSPENSION

 

BBIO USA may, without prior notice, change the Services, stop providing the Services or features of the Services, to User or to Users generally, or create usage limits for the Services. At its sole discretion, BBIO USA may permanently or temporarily terminate or suspend User’s access to the Services without notice and liability for any reason, including if in BBIO USA’s sole determination User has violated any provision of these Terms, or for no reason. Upon such termination for any reason or no reason, User continues to be bound by these Terms to the extent that any clauses, by their nature, should survive termination.

 

  1. THIRD PARTY LINKS

 

The Webshop may contain links to third-party websites, services, special offers, or other events or activities that are not owned or controlled by BBIO USA or any Bruker Affiliate. Bruker does not assume any responsibility for any such third-party sites, information, materials, products, or services.

 

If User accesses a third-party website from the Webshop, User does so at its own risk, and User understands that neither these Terms nor Bruker’s Privacy Notice apply to User’s use of such sites. Bruker does not give any warranty of any kind with regard to third-party products and services, and Bruker is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

 

  1. WARRANTY DISCLAIMER

 

THE WEBSHOP IS PROVIDED BY BBIO USA ON AN "AS IS," "AS AVAILABLE" BASIS, AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING OUT OF STATUTE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. BESIDES OUR OBLIGATIONS ARISING FROM APPLICABLE DATA PROTECTION LAWS, BBIO IS NOT LIABLE TO USER FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE WEBSHOP'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES. THE WEBSHOP MAY BE MODIFIED OR UPDATED AT ANY TIME WITHOUT NOTICE OR LIABILITY.

 

  1. LIMITATION OF LIABILITY

 

With regard to the operation of the Webshop, BBIO USA is liable to User according to the legal regulations for intent and gross negligence of BBIO USA, its legal representatives, executive employees or other vicarious agents. The same applies to the assumption of guarantees or other strict liability as well as to claims under the Product Liability Act or in case of culpable injury to life, body or health. BBIO USA is liable on the merits for simple negligent breaches of essential contractual obligations caused by BBIO USA, its representatives, executives and ordinary vicarious agents, i.e. such obligations on the fulfillment of which the user regularly relies and may rely for the proper performance of the contract, in SUCH case, however, limited to the amount of the typically arising, foreseeable damage.

IN NO EVENT SHALL BBIO USA’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE OPERATION OF THE WEBSHOP EXCEED THE SUM OF THE PURCHASES MADE ON THE WEBSHOP BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. Any further liability of BBIO USA with regard to the operation of the Webshop is excluded.

As far as the liability of BBIO USA is excluded or limited, this also applies in favor of the personal liability of its legal representatives, executive employees and simple vicarious agents.

With regard to any limitation of liability for orders placed with BBIO USA as a Contract Party for THE PURCHASE OF PRODUCTS ON THE WEBSHOP, please refer to the BRUKER LABSCAPE tERMS AND CONDITIONS OF SALE.

 

  1. INDEMNITY

 

User shall indemnify BBIO USA against all claims asserted by third parties against BBIO USA due to infringement of their rights by any of User’s actions when accessing the Services or otherwise via the Webshop. In such case, the User shall bear the costs of the necessary legal defense of BBIO USA including all court and attorney fees in the statutory amount. This does not apply if User is not responsible for the infringement. In case of a claim by a third party, User is obliged to provide BBIO USA immediately, truthfully and completely with all information necessary for the examination of the claims and the preparation of BBIO USA’s defense.

 

  1. COMPLIANCE WITH LAWS AND EXPORT CONTROL

 

As a User you are liable for compliance with all applicable laws and regulations linked to your use of the Webshop as a website visitor or customer.

Each User acknowledges, understands, and agrees that (i) the Webshop’s IT infrastructure may be partially or fully located outside such User’s geographic region, and (ii) transferring, posting, releasing, uploading, or otherwise providing any information or other content onto or via the Webshop, or through any other medium, may (A) constitute an “export” under the U.S., EU, or other applicable export control, sanctions, or import laws and regulations as may from time to time govern the export, import, and other transfer of products, technology, data, and software  (each a “Trade Control Law,” and collectively, the “Trade Control Laws”), and (B) require a prior license, other authorization, or notification under any applicable Trade Control Law.  Each User agrees to comply with all applicable Trade Control Laws. In particular, each User agrees not to provide any Export-controlled Content via the Webshop, or otherwise, under this Agreement. Further each User acknowledges and agrees that under this Agreement no content may be exported, re-exported, or otherwise transferred, released, or otherwise provided (i) to anyone in an embargoed destination, including Crimea, Iran, North Korea, Cuba or Syria, or to any government official from any such embargoed destination, (ii) to anyone on, or owned or controlled by anyone on, any applicable sanctions list published by the U.S., the UN, the EU or the OSCE (including the Specially Designated Nationals and Blocked Persons List, the Entity List, the Unverified List, and the Denied Persons List) (each, a “Sanctions List”), or (iv) for a prohibited end-use such as for (A) a military- intelligence end-use or end-user in Burma (Myanmar), China (incl. Hong Kong), Russia or Venezuela, or (B) any purpose connected with the research on, or the design, development, production, delivery, operation, maintenance, dissemination, repair, overhaul, refurbishing, or any other use of chemical, biological, or nuclear weapons, missiles, rocket systems, or unmanned aerial vehicle systems, including but not limited to biological or chemical agents intended for warfare. The Webshop may only be used for peaceful, non-military purposes. The obligations, assurances, and commitments contained in this section shall survive the termination of this Agreement.

In addition to any other remedy it may have, BBIO USA may suspend or cancel the use of the Webshop and the provision of any related services whatsoever if (i) the relevant Bruker Contract Party has not received all export-related certifications requested by it, (ii) the Bruker Contract Party has not received the governmental approvals that it deems to be required, (iii) a party is listed on (or owned or controlled by anyone on) any Sanctions List, or (iv) the Bruker Contract Party believes, in its sole discretion, that such activity may violate any Trade Control Law or Bruker’s own compliance policies. Each User is solely responsible for compliance with the Trade Control Laws, including obtaining any necessary license or other authorization, with respect to all content it provides to any other party through the Webshop.  Bruker shall not be liable to either User for any loss, cost, or expense in connection with the compliance with, or any violation of, any Trade Control Law. 

By accepting these Terms of Use, you certify that (i) you are not located in a destination that is embargoed by the United States or the European Union, as applicable, including, but not limited to, Crimea/Sevastopol, Cuba, Iran, North Korea, and Syria; (ii) you are not listed on, or owned or controlled, directly or indirectly, by one or more entities or individuals on any applicable sanctioned persons lists issued by the United States (including, but not limited to the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, the Entity List, the Denied Persons List, and the Unverified List), the European Union, or the United Nations.  You must comply with all U.S., European Union or other applicable export, re-export and in-country transfer restrictions that may apply to products offered through the Webshop and any related software, technology, and services.

 

  1. CHANGES TO THE TERMS

 

You can review the most current version of the Terms of Use at any time at this page. BBIO USA reserves the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. If there are material changes to these Terms, BBIO USA will notify User either by prominently posting a notice of such changes or by directly sending User a notification with a link to the updated Terms of Use. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. If User does not agree to any of these Terms at any time, User must not use or access (or continue to access) the Services.

 

  1. JURISDICTION AND CHOICE OF LAW

 

German law will govern any claim, cause of action or dispute that might arise between User and BBIO USA in relation to the operation of the Webshop and User’s account, without regard to conflict of law provisions. For any claim brought by either Party, User agrees to submit and consent to the exclusive jurisdiction of the competent courts in Karlsruhe, USA. In relation to any purchase contract concluded via the Webshop, the choices of law and jurisdiction are governed solely by the Bruker LabScape Terms and Conditions of Sale.

 

  1. SEVERABILITY

 

If individual provisions of these Terms are or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any provisions of these Terms that are not included or are invalid. If such statutory law is not available in the respective case (gap in legislation) or would lead to an unacceptable result, the parties shall enter into negotiations to replace the non-included or invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.

 

  1. AMENDMENT AND WAIVER

 

These Terms may only be modified, or any rights under it waived, by a written document executed by both parties. The failure of either party to exercise or enforce any provision within the Terms shall not constitute a waiver of such right or provision or any other provision of the Terms or otherwise affect the rights of such party.

 

  1. ENTIRE AGREEMENT

 

These Terms constitute the entire agreement between the parties in relation to User’s access to the Services offered on the Webshop, and supersede any prior written or oral agreements between the parties on the same matter.