General Terms and Conditions of
3D MicroPrint GmbH
I. General information
These General Terms and Conditions (hereinafter referred to as "GTC") shall apply to all deliveries and services (hereinafter jointly referred to as "Delivery") of 3D MicroPrint GmbH (hereinafter referred to as "Supplier"), unless expressly agreed otherwise. By placing an order or fulfilling a contract, the customer acknowledges the validity of these GTC. The GTC shall also apply to all future contractual relationships, even if no express reference is made to their validity.
Conflicting or deviating terms and conditions of the customer are expressly rejected. They shall only become part of the contract if the supplier expressly agrees to their validity in writing. The unconditional execution of the order despite knowledge of conflicting terms and conditions shall not constitute consent.
II Conclusion of contract
Catalogs, brochures, advertisements, etc. as well as price quotations in offers are non-binding unless expressly designated as binding. The Supplier shall be bound to individually prepared offers for 30 calendar days from the date of the offer.
Subsidiary agreements, amendments or supplements to offers require the written confirmation of the supplier.
Information in offers and/or order confirmations based on obvious errors (e.g. typing or calculation errors) shall not be binding on the Supplier. The declaration intended in each case shall apply.
The Supplier reserves all property rights and copyrights to cost estimates, drawings and other documents (hereinafter referred to as "Documents"). They may not be made accessible to third parties without express consent and must be returned to the Supplier immediately if no order is placed. The same applies to the customer's documents; these may be made accessible to third parties by the supplier if the supplier is authorized to pass on the delivery to these third parties.
The supplier accepts no liability for errors resulting from documents provided by the customer or from unclear or verbal information.
III Scope of delivery
The supplier's written order confirmation shall be exclusively decisive for the scope of delivery. Liabilities shall only arise from this confirmation.
Unless otherwise agreed, the supplier's system description shall apply. Safety regulations in accordance with accident prevention regulations are supplied as agreed.
The supplier reserves the right to make design and material changes as well as changes to the specification, provided that these do not contradict the order confirmation or service description.
The customer shall receive a non-exclusive right to use the delivered software in unmodified form on the agreed data carrier. No backup copy may be made without express consent. The end user license agreement of 3D MicroPrint GmbH shall apply to software developed by the supplier.
If deliveries are made according to samples, drawings or models, the customer shall be liable for any infringements of third-party property rights.
IV. Prices and terms of payment
Unless otherwise agreed, prices are ex works, excluding packaging, shipping and plus the applicable statutory taxes. Discounts are only permitted if expressly agreed. The Incoterms 2010 shall apply.
If there are more than six months between conclusion of the contract and delivery, the supplier's prices valid on the delivery date shall apply. If upstream supplier prices, wages, transportation costs or other unforeseeable cost increases occur, the supplier shall be entitled to demand a price adjustment.
If the supplier is responsible for assembly or installation and unless otherwise agreed, the customer shall bear all additional costs (travel costs, transportation of tools, expenses, etc.).
Payments are to be made free of charge to the supplier's paying agent.
The customer may only offset undisputed or legally established claims.
V. Retention of title
The Supplier shall retain title to all goods delivered (hereinafter referred to as "goods subject to retention of title") until all claims arising from the business relationship with the Customer have been satisfied in full. If the customer acts in breach of contract - in particular in the event of default in payment - the supplier shall be entitled to take back the reserved goods.
The customer is obliged to treat the reserved goods with care, in particular to insure them against fire, water damage and theft at replacement value. The customer shall carry out maintenance and inspection work in good time at its own expense. In the event of seizure or other interventions by third parties, the customer must notify the supplier immediately in writing. If the third party is not in a position to reimburse the Supplier for the judicial and extrajudicial costs in accordance with § 771 ZPO (German Code of Civil Procedure), the Customer shall be liable.
The customer is entitled to resell the reserved goods in the ordinary course of business. He hereby assigns all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale against his purchaser or third parties - irrespective of whether the goods were resold without or after processing. The supplier accepts the assignment. The customer remains authorized to collect the claim. However, the Supplier reserves the right to collect the claim itself if the Customer fails to meet its payment obligations, defaults on payment or if an application is made to open insolvency proceedings.
The processing or transformation of the reserved goods by the customer shall always be carried out in the name and on behalf of the supplier. If the reserved goods are processed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. The same shall apply in the case of mixing. If the customer's item is to be regarded as the main item, the customer shall transfer co-ownership to the supplier on a pro rata basis and shall hold the sole or co-ownership for the supplier.
The supplier undertakes to release the securities to which it is entitled at the customer's request to the extent that their value exceeds the claims to be secured by more than 20%.
VI Delivery and default
Partial deliveries are permissible insofar as they are reasonable for the customer.
Delivery dates require an express written agreement. Compliance with the delivery deadlines is subject to the condition that all documents to be supplied by the customer are received on time, all necessary approvals have been granted, any technical questions have been clarified and the customer fulfills its obligations on time.
Delays in delivery due to force majeure or other unforeseeable events beyond the supplier's control shall extend the delivery period appropriately.
The supplier shall inform the customer of any delays in delivery and their causes.
If the supplier is culpably in default, the customer may, after the fruitless expiry of a reasonable grace period, demand lump-sum compensation for default amounting to 0.5% of the delivery value per week or part thereof, up to a maximum of 5%.
Claims for damages by the customer due to delay are limited to the amounts stated under No. 5. Further claims shall only exist in the event of intent, gross negligence or injury to life, limb or health.
The customer may withdraw from the contract within the framework of the statutory provisions if the supplier is responsible for the delay. This does not imply a reversal of the burden of proof to the detriment of the customer.
The customer is obliged to inform us within 14 days of becoming aware of the delay in delivery whether he wishes to withdraw from the contract or insist on delivery.
If dispatch or delivery is delayed at the customer's request by more than one month after notification of readiness for dispatch, the supplier may charge storage costs amounting to 0.5% of the value of the goods per month or part thereof, up to a maximum of 5%. The right to claim higher or lower storage costs is reserved.
VII Transfer of risk
The risk shall pass to the customer as follows - even in the case of carriage paid delivery:
a) In the case of delivery without installation or assembly, upon handover to the forwarding agent or upon collection by the customer. At the customer's request and expense, the delivery will be insured against the usual transportation risks.
b) In the case of delivery with installation or assembly with handover at the customer's premises or after a successful test run and acceptance, if agreed.
If dispatch, delivery, the start or performance of assembly or commissioning is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance, the risk shall pass to the customer on the day of notification of readiness for dispatch or performance.
If the customer uses the delivery without a formal acceptance (see Section IX), the risk shall be deemed to have passed on the day of the signing of the protocol of non-acceptance or at the latest on commencement of use.
VIII. Assembly and installation
Unless otherwise agreed in writing, the following conditions shall apply:
The customer shall provide at its own expense and in good time:
a) all necessary earthwork, construction work and other ancillary work outside the industry, including skilled and unskilled labor, building materials and tools,
b) the objects and materials required for assembly and commissioning, such as scaffolding, lifting equipment, other devices, fuels and lubricants,
c) energy and water at the place of use, including connections, heating and lighting,
d) suitable, sufficiently large, dry and lockable rooms for the storage of machine parts, materials, tools, etc., as well as suitable working and recreation rooms for the assembly personnel, including sanitary facilities; the customer shall take the same measures to protect the property of the supplier and its personnel as it does for its own property, e) protective clothing and protective precautions for the assembly personnel, including sanitary facilities. d) suitable, sufficiently large, dry and lockable rooms for the storage of machine parts, materials, tools, etc. as well as adequate working and recreation rooms for the assembly personnel including sanitary facilities; the customer shall take the same measures to protect the property of the supplier and its personnel as it does for its own property,
e) protective clothing and protective devices required due to special conditions at the assembly site.Before the start of the installation work, the customer must provide the supplier with information on concealed electricity, gas, water pipes or similar installations as well as the necessary structural data without being requested to do so.
Before the start of installation or assembly, the materials and objects required for the start of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that the installation or assembly can be started and carried out as agreed without interruption. Access roads and the assembly or installation site must be leveled and cleared.
If the installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall bear the costs for waiting time and any additional travel required by the supplier or the assembly personnel.
The customer shall confirm the working hours of the assembly personnel to the supplier in writing on a weekly basis and upon completion of the assembly, installation or commissioning.
If the supplier demands acceptance of the delivery after completion, the customer must carry this out within two weeks. If this is not done, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the delivery has been put into use - if applicable after completion of an agreed test phase.
IX. Acceptance
Acceptance shall take place after notification of completion and readiness for acceptance by the Supplier and shall generally take place on the Supplier's premises. Acceptance shall be carried out by an authorized person of the customer.
The functionality, mechanics, pneumatics, electrical installation, programming, safety and documentation of the control systems and control cabinets are recognized and confirmed with the acceptance.
The customer may not refuse acceptance due to insignificant defects.
In the case of Section VII No. 3, acceptance cannot be refused due to obvious defects if these were not objected to during the first acceptance test - unless they are hidden defects.
X. Liability for material defects (warranty)
The Supplier shall be liable for material defects as follows:
All parts or services that exhibit a material defect within the statutory limitation period shall be repaired, replaced or provided again by the supplier free of charge at the supplier's discretion - provided that the defect already existed at the time of the transfer of risk.
The limitation period for material defects is 12 months from the transfer of risk. This shall not apply in cases of longer statutory periods, in the event of injury to life, limb or health, in the event of intent or gross negligence and in the event of fraudulent concealment of a defect. The statutory provisions on suspension, suspension of expiry and recommencement of the time limits remain unaffected.
The customer must notify the supplier of defects in writing without delay.
In the event of justified notification of defects, the customer may withhold payments to an extent that is in reasonable proportion to the defects that have occurred. In the event of unjustified notification of defects, the Supplier shall be entitled to demand reimbursement of the costs incurred.
The supplier is initially entitled to subsequent performance within a reasonable period of time.
If the subsequent performance fails, the customer may - without prejudice to any claims for damages pursuant to Section XII - withdraw from the contract.
Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not assumed under the contract. The same applies to non-reproducible software errors. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
Claims of the customer for reimbursement of the expenses required for subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item was subsequently moved to a location other than the customer's registered office, unless this corresponds to the intended use.
Recourse claims of the customer against the supplier in accordance with § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects. Section 8 shall also apply accordingly to the scope of the right of recourse.
XI. Industrial property rights and copyrights
Unless otherwise agreed, the supplier is obliged to provide the delivery only in the country of the place of delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights). Should there nevertheless be an infringement of industrial property rights, the Supplier shall, at its option and expense, either create a right of use for the delivery, modify the delivery in such a way that no industrial property rights are infringed, or replace the delivery. If this is not possible for the Supplier under reasonable conditions, the Customer shall be entitled to withdraw from the contract or to reduce the price. Claims for damages by the customer are subject to the provisions in Section XIII.
In the event of infringements of industrial property rights by products of other manufacturers provided by the supplier, the supplier shall, at its discretion, assert the claims against the manufacturer or upstream supplier or assign them to the customer. In these cases, claims against the supplier in accordance with Section XI shall only apply if the judicial enforcement of the aforementioned claims was unsuccessful or - e.g. due to insolvency - has no prospect of success.
The aforementioned obligations of the supplier shall only apply if the customer informs him immediately of any asserted infringements of property rights, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the supplier's discretion. If the use of the delivery is discontinued by the customer for reasons of infringement of property rights, the customer must make it clear that no acknowledgement of the infringement of property rights is associated with this.
Claims by the customer are excluded if he himself is responsible for the infringement of property rights.
XII Retention of title
The supplier retains title to the delivered goods (reserved goods) until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if the supplier does not always expressly refer to this.
The customer is obliged to treat the reserved goods with care, to insure them adequately against theft, fire and water and, if necessary, to carry out maintenance and inspection work at his own expense.
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However, the customer hereby assigns to the supplier the claims against third parties arising from the resale in the amount of the final invoice amount - irrespective of whether the goods subject to retention of title were resold without or after processing. The customer shall remain entitled to collect the claim. This shall not affect the Supplier's right to collect the claim itself. However, the supplier undertakes not to collect the claim as long as the customer duly fulfills his payment obligations.
Any processing or transformation of the goods subject to retention of title shall always be carried out for the supplier. If the reserved goods are processed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing.
If the reserved goods are inseparably mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other mixed items at the time of mixing.
The supplier undertakes to release securities at the customer's request if their value exceeds the claims to be secured by more than 10%.
XIII Compensation for damages
Claims for damages and reimbursement of expenses by the customer - on whatever legal grounds - are excluded, in particular for breach of duties arising from the contractual obligation or from tort.
This shall not apply if the Supplier is liable under mandatory statutory provisions, e.g. under the Product Liability Act, in the event of intent, gross negligence, injury to life, limb or health or in the event of a breach of material contractual obligations. Compensation for the breach of material contractual obligations shall, however, be limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health.
A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
XIV Place of jurisdiction and applicable law
The exclusiveplace of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Chemnitz, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law. However, the Supplier is also entitled to sue the Customer at the Customer's general place of jurisdiction.
The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
XV. severability clause; contract language
Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to agree on a provision that comes as close as possible to the economic purpose of the invalid provision. Should no agreement be reached, the statutory provisions shall apply.
Unless otherwise agreed, only the German version of these General Terms and Conditions shall be binding. Any translation provided is for information purposes only and is not legally binding.