GENERAL TERMS AND CONDITIONS OF BUSINESS (GTC)

1) Scope

  1. The following General Terms and Conditions (GTC) apply exclusively in business transactions with entrepreneurs (§ 14 BGB[1]), legal entities under public law or special funds under public law.
  2. The GTC shall apply in particular to contracts for the sale and/or delivery of software products or services, hereinafter uniformly referred to as “goods”, of Additive Marking GmbH. Unless otherwise agreed, the GTC shall apply in the version valid at the time of the Buyer’s order or, in any case, in the version last made available to him, as a framework agreement also for similar future contracts, without having to refer to them again in each individual case.
  3. In addition, these GTC apply to orders placed via the online store additive-marking.de and www.iam-approved.com of Additive Marking. The validity of the GTC does not extend to independent services of the subcontractor or supplier.
  4. These GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if and to the extent that their validity has been expressly agreed to in writing.

 

2) Offer and conclusion of contract

  1. Offers of Additive Marking GmbH are in principle non-binding and subject to change, unless they contain a specific acceptance period or are expressly marked as binding. Only upon written confirmation of the order by Additive Marking (e-mail is sufficient) or the actual performance of the service by Additive Marking, the offer of the Buyer shall be deemed accepted and the contract shall come into existence.
  2. Offers in the online store are also considered non-binding and subject to change. The contract is concluded as follows: By clicking the button “order with obligation to pay”, the Buyer submits a binding offer, which is accepted by Additive Marking by sending an order confirmation or by delivery of the ordered goods. After completion of the order process, the customer will receive an automatically generated and sent e-mail confirming the receipt of the order, this is not considered as an order confirmation.

Additive Marking reserves the right to technical and design deviations of the presented range of goods, in the course of technical progress or in case of changes in the market situation. The customer/buyer cannot derive any rights against Additive Marking from changes and deviations.

 

3) Prices and terms of payment

  1. The prices and charges stated (e.g. fees, travel costs, expenses) are exclusive of value added tax and, where applicable, statutory customs duties and shipping costs.
  2. Unless otherwise agreed, the purchase price is due within thirty (30) calendar days from the date of invoice. Default interest shall be charged in the amount of at least 8% above the respective base interest rate p.a.. The assertion of a higher damage caused by default remains reserved.
  3. Payment of the purchase price shall be made exclusively to an account designated by Additive Marking. The deduction of a cash discount is only permissible with a special written agreement.
  4. Payments via the online store are made exclusively via the payment service provider Klarna.
  5. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor and manufacturing costs for deliveries made 3 months or more after the conclusion of the contract.

 

4) Delivery, transfer of risk and default of acceptance

  1. Depending on the selected goods, delivery shall be made by provision via a web portal or by installation at the customer’s/buyer’s premises. The method of delivery is specified in the offer / order confirmation.
  2. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer/buyer upon delivery of the goods.
  3. Additive Marking reserves the right to withdraw from the contract in case of incorrect or improper self-delivery. This shall only apply in the event that Additive Marking is not responsible for the non-delivery and that Additive Marking has, with due diligence, concluded a specific covering transaction with the supplier. Additive Marking will make all reasonable efforts to procure the goods. In case of non-availability or only partial availability of the goods, the Customer/Buyer will be informed immediately and the consideration will be refunded without delay.
  4. If a delivery period is exceeded for reasons for which Additive Marking is responsible, the customer/buyer may set a reasonable grace period and withdraw from the contract only after its fruitless expiration.
  5. If the customer/buyer defaults in accepting the goods or culpably violates obligations to cooperate incumbent upon him, he shall be obliged to compensate Additive Marking for the damage incurred in this respect, including any additional expenses.

5) Retention of title

  1. Deliveries of goods shall remain the property of Additive Marking until all claims, including future claims, arising from the contractual relationship with the customer/buyer have been satisfied. The Customer/Buyer shall be obliged to store the goods owned by Additive Marking with commercial diligence free of charge and to insure them sufficiently.
  2. The customer/buyer shall be entitled to sell the goods subject to retention of title in the ordinary course of business until the case of realization arises. All claims against third parties arising therefrom shall be assigned by the customer/buyer in advance to Additive Marking in the amount of the respective invoice value (including value added tax). This assignment shall apply irrespective of whether the reserved goods have been resold without or after processing. This assignment shall apply irrespective of whether the goods have been resold without or after processing. The customer/buyer shall remain authorized to collect the claim even after the assignment. The authority of Additive Marking to collect the claim itself shall remain unaffected. However, Additive Marking shall not collect the claim as long as the customer/buyer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, as long as no application for the opening of insolvency proceedings has been filed.
  3. If the goods subject to retention of title are sold by the customer/buyer together with other goods, the customer/buyer shall assign the purchase price claim for the goods subject to retention of title in the full amount or, in the event of prior treatment or processing with other goods, in the amount of the value of the processed goods subject to retention of title.

 

 

 

6) Duty of cooperation of the orderer/buyer

  1. The customer/buyer shall be obliged to create the organizational and technical preconditions for the agreed services to be rendered. If the Customer/Purchaser fails to fulfill these obligations to cooperate, fails to do so correctly or late, or is in default of acceptance, Additive Marking shall have the option, after unsuccessfully setting a three-day grace period, to withdraw from the contract against full indemnification or to nevertheless provide the agreed services and to additionally invoice the expenses incurred by the breach of the obligation to cooperate at the agreed or customary market rates.
  2. Insofar as Additive Marking creates goods according to designs and instructions of the Customer/Buyer, the Customer/Buyer shall provide designs and instructions as specified by Additive Marking.

7) Third-party property rights

  1. Additive Marking is and remains the owner of all property rights associated with the goods. This also applies to parts of the goods or goods derived from them in whole or in part, including the associated materials.
  2. Additive Marking assumes that the goods do not infringe any industrial property rights of third parties. Should a third party assert against the Customer/Buyer the infringement of industrial property rights with regard to the delivered goods, the Customer shall be obliged to notify Additive Marking immediately. The Customer/Buyer shall give Additive Marking the opportunity to join a legal dispute. He shall only conduct a legal dispute on the question of the existence of an infringement of property rights in coordination with Additive Marking. Additive Marking shall decide – with due consideration of the needs of the Customer/Buyer – on the legal defense measures and in case of settlement negotiations. If the third party is entitled to justified claims from industrial property rights due to the contractual use of the goods delivered by Additive Marking, Additive Marking shall have the choice – under special consideration of the circumstances of the Customer/Buyer – to acquire a license or to modify the goods free of charge.
  3. Insofar as Additive Marking produces goods according to designs and instructions of the Customer/Buyer, the Customer/Buyer shall indemnify Additive Marking against all claims and costs arising from infringements of third party industrial property rights attributable to designs and instructions of the Customer/Buyer. Upon request of Additive Marking, the Customer/Buyer shall pay a reasonable advance on litigation costs.

 

 

8) Warranty

  1. The warranty period shall be twelve (12) months from delivery or, if acceptance is required, from acceptance.
  2. The delivered goods shall be inspected by the customer/buyer immediately after delivery. Any defects shall be notified to Additive Marking in writing without delay. Section 377 HBG shall apply.
  3. Additive Marking shall have the right to choose between subsequent performance and replacement delivery. Additive Marking shall always be given the opportunity for subsequent performance within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without limitation.
  4. If the subsequent performance fails, the customer/buyer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
  5. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences which are not assumed under the contract.
  6. Without prejudice to any further claims of the customer/buyer, in the event of an unjustified notice of defect by Additive Marking, the customer/buyer shall reimburse Additive Marking for the expenses incurred for the inspection and – to the extent required – for the removal of the defect.

 

9) Liability

  1. Additive Marking shall be liable without limitation for intent and gross negligence.
  2. Additive Marking shall be liable for ordinary negligence – except in case of injury of life, body or health – only if essential contractual obligations (cardinal obligations) are violated. The liability is limited to the contract-typical and foreseeable damage.
  3. Liability for indirect and unforeseeable damages, loss of production and use, loss of profit, loss of savings and financial losses due to claims by third parties, is excluded in the case of simple negligence – except in the case of injury to life, limb or health.
  4. Any further liability than provided for in this contract is excluded, irrespective of the legal nature of the asserted claim. However, the foregoing limitations or exclusions of liability shall not apply to any strict liability prescribed by law (e.g. under the Product Liability Act) or liability under a strict warranty.
  5. Insofar as liability is excluded or limited according to clauses 2 and 3, this shall also apply to the personal liability of Additive Marking’s employees, representatives, organs and vicarious agents.
  6. Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk, unless one of the aforementioned conditions applies.
  7. Insofar as Additive Marking creates goods according to designs and instructions of the Customer/Buyer, the Customer/Buyer shall release Additive Marking from liability with regard to the given specifications.

 

10) Revocation

Pursuant to No. 1 (1), this agreement shall apply exclusively in business transactions with entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. A right of revocation is not granted in this respect.

 

11) Final provisions

  1. Should any provision of this contract be or become invalid or should the contract contain a loophole, the legal validity of the remaining provisions shall not be affected thereby.

The exclusive place of jurisdiction and performance for all disputes with purchasers/buyers arising from this contract is Paderborn. The law of the Federal Republic of Germany shall apply.  

[1] German Civil Code