1. General information
Our general terms and conditions of business shall apply exclusively. In case of entrepreneurs as defined in § 310 Paragraph 1 of the German Civil Code (BGB), we can not acknowledge provisions which conflict with or deviate from our sales conditions, unless we have expressly agreed to their applicability. Our sales conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions on the part of the customer.
2. Offer and revocation
Our quotation is non-binding, regardless of its nature; our contractual obligation comes into force only when our written order confirmation is received. This also applies in case that the customer orders goods or services in accordance with the ordering procedure of the online ordering system.
The customer does not have a right of revocation, as the components are manufactured in accordance with its specification (§ 312 g Paragraph 2 Number 1 of the German Civil Code - BGB).
Our prices are ex works and do not include packaging. Packaging will be invoiced separately. Our prices as stated in quotations and order confirmations are net prices. Should taxes or fees pertaining to goods traffic (for example, customs duty, transportation charges, or duties) be increased or reduced following the conclusion of the contract, we are entitled to make corresponding price modifications if the cost changes could not be foreseen at the time when the contract was concluded. This also applies to unpredictable increases in agreed salaries and unpredictable price changes for goods from upstream suppliers that are imposed following the conclusion of the contract.
4. Manufacturing prohibitions for components
4.1 The customer is prohibited from having components manufactured by the contractor which breach third party rights, in particular copyright, trademark rights, utility samples or patent rights, other statutory or official regulations, such as § 17 of the German Fair Trade Practices Act - UWG (breach of business and operating secrets), § 204 of the German Criminal Code - StGB (use of third party secrets) or which otherwise breach the principles of good faith. In particular, this relates to components which breach § 130 of the German Criminal Code - StGB (incitement to hatred) or § 86a of the German Criminal Code - StGB (using symbols of unconstitutional organisations), which could be used for the creation of weapons or which can be considered as such. We expressly distance ourselves from such behaviour.
4.2 In case of a breach by the customer of its obligations under section 4.1 above, we can suspend the manufacturing and delivery of the part in full or in part, temporarily or finally and/or rescind the contract. When selecting the measure to be taken, we will also take the interests of the customer into account, in particular also the type and scope of the breach of obligation. In such a case, it is not necessary for us to check to what extent the alleged breach of rights is justified, rather a justified suspicion (for example notification by a third party) will suffice. Only when it is finally apparent that no breach of rights by the customer is present will we continue to carry out the order, without damages claims being able to be brought against us in such a case.
4.3 We will immediately inform the customer of any suspension in accordance with number 4.2 and ask the customer to make a statement.
4.4 The customer shall release us from all claims which are brought against us by a third party due to a breach of the obligations of the customer in accordance with number 4.1
5. Manufacturing and delivery for online orders
5.1 In case of new customers, we will not start manufacturing the parts until after an internal check and receipt of payment. Agreed delivery deadlines will not start to run until this time.
5.2 The customer is obliged itself to check the construction created by it for completeness, correctness and suitability for the intended purpose of use, taking the technical framework conditions into account in case of the manufacturing of the components on the 3D printers to be used.
5.3 The parts will be manufactured in accordance with the construction of the customer and reflect the machine readable data records created by the customer. Therefore, construction errors and errors during data creation will be the sole responsibility of the customer. We do not provide the customer with advice in relation to the construction or the use of the parts. We do not carry out any checks or improvements to the construction and specification.
6.1 Payments outside of online orders
Our invoices are due within 30 days of the invoice date, net and without deduction. If the customer enters payment default, we are entitled to demand default interest at a rate of 8% above the respective base rate of interest. With appropriate documented evidence, we are also entitled to assert our claim to damages caused by delay that are greater than this amount.
Payment using bills of exchange is only permitted by express agreement. Bills of exchange and cheques are only accepted on account of performance. If payment is made by cheque or bill of exchange, the customer must pay the note/discount charges.
6.2 Special regulations for online orders
In particular in the case of new customers, we reserve the right to only process online orders in consideration of an advance payment.
In such a case, the payment of the customer takes place as a rule by credit card, Paypal or via one of the other payment options which is offered in the course of the ordering process.
a) In case of advance payment, we provide the customer with our bank details in the order confirmation. In such a case, the invoice sum must be remitted to our bank account within 10 days of receipt of the order confirmation.
b) In case of payment by credit card, the purchase price will be booked to the credit card at the time of the order. The actual debiting of the credit card account of the customer takes place when we send the goods to the customer.
c) In case of payment by direct debit, the customer must bear the costs which are incurred due to a rejection of a payment transaction due to insufficient funds or incorrect bank account data provided by the customer.
It is hereby being expressly pointed out that also in case of online orders, the customer does not have a right of revocation, as the parts are specially manufactured in accordance with its specification (§ 312g Paragraph 2 Number 1 of the German Civil Code - BGB).
6.3 The customer is only entitled to set off claims if the counterclaims of the customer have been recognised by a court, are undisputed, or have been acknowledged by us. The customer is only entitled to exercise a right of retention in cases where the counterclaim of the customer relates to the same contractual relationship.
6.4 We are entitled to set off against claims owed to us by the customer even if our claims are not yet due. In such cases, we will compensate the customer by paying an interest margin of 5% per year. Different types of payment (in cash by one party and by bill of exchange by the other party) do not preclude the entitlement to set-off.
6.5 In the case of payment default or if there are justified doubts about the solvency or creditworthiness of the customer we - without prejudice to our other rights - are entitled to demand securities or advance payments for outstanding payments and to enforce the immediate maturity of all claims resulting from the business relationship. Should the customer refuse to provide security or not make an advance payment following the issuing of a warning, we are entitled to decide whether to rescind the contract or demand damages due to non-fulfilment of the contract.
6.6 The customer only has a right of set off if its counterclaims have been recognised by a court or are undisputed. The customer is only entitled to exercise a right of retention in cases where the counterclaim relates to the same contractual relationship.
7. Term of delivery
Delivery times are stated in weekly or daily timeframes. The delivery term is considered to have been met if, by the time of expiration of the term, we have communicated readiness for shipment or if the delivery items have left our plant. If design documents, models, samples, or similar are required to enable the execution of the contract, the delivery term begins when we receive them.
Should the customer make an advance payment in case of an online order, the delivery time listed in the order confirmation shall not start to run until the payment has been received.
The delivery term shall be extended in the case of industrial action - particularly if there is a strike or lockout - and if unforeseeable obstacles that are outside our sphere of influence occur, including shutdowns or delays in the delivery of important materials where such obstacles can be proven to have a significant influence on our ability to deliver the delivery items. The delivery period shall be extended in accordance with the duration of the measures and obstacles. Should delays resulting from such events exceed six weeks, both parties are entitled to rescind the contract with regard to the affected delivery items. There is no entitlement to further claims.
We are not obliged to deliver if the purchaser is in arrears with regard to an account payable.
The customer is entitled to demand flat-rate compensation for damages caused by delay to the amount of 1% of the value of the delivery and to a maximum of 5% of the value of the delivery from the second week of a delay caused by us. We reserve the right to prove to the customer that no - or only negligible - losses have been incurred as a result of failure to deliver on time. Should the customer set us a reasonable deadline with threat of rejection once we have entered default, the customer is entitled to rescind the contract, once this period of grace has expired.
Should the customer be in default of acceptance or breach other co-operation obligations, we are entitled to demand compensation for losses incurred, including any additional expenditure. In this case, the risk of accidental loss or the accidental deterioration in the state of the objects of sale passes to the customer at the point at which the customer becomes in default of acceptance.
8. Scope of supply
The scope of supply is determined by our written order confirmation. We reserve the right to over- or under-deliver to the amount of 10% of the ordered quantity.
9. Transfer of risk
Unless otherwise stipulated in the order confirmation, delivery ex works is hereby agreed. This is also the case if we are responsible for transportation.
10. Reservation of ownership
The delivered goods remain our property until complete payment of all claims - including claims that come into being in the future and for whatever legal reason - is made in full. This is also the case if individual or all claims are included in a current account and the balance is drawn on and accepted.
The customer is entitled to resell the goods subject to retention of title in the course of proper business dealings. This entitlement can be withdrawn should the customer fail to fulfil its contractual obligations. In case of behaviour on the part of the customer which is in breach of contract, in particular in case of payment default, we are entitled to rescind the contract in accordance with the statutory regulations and to demand the surrender and/or return of the goods subject to the reservation of ownership and to request rescission of the contract.
In the case that the goods have been resold, however, the customer shall cede all claims to the amount of the purchase price agreed between us and the customer, including VAT, that the customer has accrued through the resale regardless of whether the delivery items were sold with or without further processing. The customer remains authorised to collect the claim until the authorisation to sell on the goods is withdrawn.
This does not affect our entitlement to collect the claims ourselves. However, we are obliged not to collect claims if the customer is not in default of payment. If, however, the customer is in default of payment, we can demand that the customer provides a list of accrued claims and debtors as well as all information required to collect the claims and that the customer provides all corresponding documentation and informs debtors (third parties) of the cession of claims.
11. Warranty, limitation of liability
11.1 The customer loses the right to assert any warranty claim if it fails to fulfil its inspection and complaint obligations. Any detectable defects must be communicated in writing within six days of the receipt of the goods. Hidden defects must be communicated within eight days of discovery. The warranty is invalidated in the case of unsuitable or improper use, incorrect assembly, improper commissioning of the delivery items by the customer or by third parties, normal wear and tear, excessive operational demands, the use of unsuitable operating resources, replacement tools, or other influences that can cause damage and for which we are not responsible.i sonstigen schadensverursachenden Einflüssen, die nicht auf unser Verschulden zurückzuführen sind.
11.2 Special regulations for 3D printed components
In connection with the 3D printed parts, we wish to expressly point out that rapid prototyping parts and other models and components are not time stable. Accordingly, these must be deployed immediately, however at the latest within 3 days of delivery in accordance with the purpose of use, otherwise deformations may occur which lead to proper use of the component no longer being possible.
We generally wish to point out that tolerances of the forms and injection moulding parts manufactured by us are in accordance with DIN 16 742 tolerance group (TG6), however a minimum . ± 0.1 mm must be applied. Measurement protocols are drawn up if this was set out in the order in writing and the customer provides reference measurements which are confirmed at the time of issuing of the order.
During the 3D printing of components, rapid prototyping and cast parts from silicon forms, as well as in case of other samples, prototypes and individual parts and pre and small series, measurement deviations are possible. In case of larger measurement deviations, the acceptance also still takes place, unless the customer expressly refers to the said dimensions as being a condition of the order. We do not incur liability for losses which result from defective drawings or CAD data of the customer.
The parts delivered by us have the following properties for which we do not assume liability or provide a warranty: Deformation at high temperatures, deformation due to incorrect and improper storing, changes to form and strength within 1-3 weeks following manufacture despite ideal conditions, unknown behaviour due to chemical or physical properties or conditions and their influences.
Following the delivery of the components, the customer is obliged to provide notification of any defects within 3 days due to the sensitive component quality. We do not assume any warranty for the correct fit of components which are not installed within 3 days of delivery.
11.3 Otherwise, the warranty period is one year, calculated from the time of transfer of risk. Should the customer be a consumer, this deadline reduction does not apply and the statutory limitation periods apply.
11.4 Should the objects of sale have a defect caused by us, the customer shall assert its rights by setting us a deadline for supplementary performance. We are entitled to decide whether to rectify the defect or make a replacement delivery. If we decide to rectify the defect, we shall bear the material, transport and labour costs and half of the installation and assembly costs. Should the customer be a consumer, it shall be entitled to choose between correction of the defect or a replacement delivery.
11.5 If we are unwilling or unable to render the required supplementary performance - and in particular if there is a delay in supplementary performance for reasons for which we are responsible - or if we fail in any other way to rectify the defect or make a replacement delivery, the customer is entitled to the rights of rescission or reduction.
11.6 Regardless of legal reason, we only incur liability for losses which did not incur in relation to the object of delivery as follows:
a. In case of intent
b. In case of gross negligence on the part of the owner / organs / management employees
c. In case of culpable injury to life, body or health
d. In case of fraudulent concealment of a defect
e. Within the framework of a separate written guarantee undertaking
f. In case of defects to the object of delivery, as well as in accordance with the German Product Liability Act (Produkthaftungsgesetz) for personal injury or property damage to items which are used privately.
In case of a culpable breach of essential contractual obligations, we shall also incur liability in case of gross negligence on the part of non-management employees and in case of simple negligence, in the latter case limited to losses which are typical of the contract and reasonably foreseeable.
Further claims shall be excluded.
12. Construction services
We expressly reserve the right to invoice construction services which we provide for the customer within the framework of a written offer separately in accordance with usual local time and expense. In particular, this applies if the provision of the said services does not lead to a binding order on the part of the customer.
Construction services which are provided without the customer subsequently placing an order shall be deemed exclusively to be non-binding proposals which are subject to change. If permitted by law, all liability for such construction services is expressly excluded. Should the customer then use the non-binding construction services under its own responsibility, this takes place at its own risk.
13. Place of performance and place of jurisdiction
Unless otherwise stated in our order confirmation, the place of performance is Dortmund, Germany. The place of jurisdiction is also Dortmund, Germany. The statutory provisions relating to place of jurisdiction apply in relation to consumers.
We are however also entitled to bring a lawsuit against the customer at the court of the customer's domicile.
14. Applicable law
German law shall apply exclusively to all legal relationships with the customer, to the exclusion of laws governing the international sale of goods even if the customer's company is headquartered abroad.