General Terms and Conditions

3DIMETIK GmbH & Co KG
Potsdamer Straße 15
34134 Kassel

§ 1 Scope of application, deviating GTC, ancillary agreements

1. The following terms and conditions apply to the entire business relationship with our customers, even if they are not expressly referred to between the parties.

2. We object to any deviating or supplementary general terms and conditions of the customer. These shall not become part of the contract even if they are not expressly contradicted or the agreed service or delivery of goods has been provided by us without reservation.

3. By placing an order, the customer declares his binding agreement with these terms and conditions, unless otherwise agreed in writing between the parties.

4. Amendments, supplements and other ancillary agreements to contracts with our customers require our written confirmation in all cases. The written form requirement shall also apply to any waiver of the written form requirement between the parties.

5. “Customer” within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity which, when placing an order with us, is acting in the exercise of its commercial or independent professional activity.

§ 2 Offers, conclusion of contract, services, changes to services, documents

1. Unless otherwise agreed within the framework of an existing business relationship, all offers from customers are always subject to change; they merely represent an invitation to us to submit an offer on the basis of the customer’s inquiry. If the customer’s inquiry is to be qualified as an offer in accordance with § 145 BGB, we can accept this within two weeks.

2. A contract shall only come into existence after the customer has issued a written order confirmation or, in the case of § 2 No. 1 sentence 2 of these terms and conditions, after we have done so.

3. The scope of the contractually owed services shall be determined exclusively by our offer or our written order confirmation. We reserve the right to make changes to the agreed service even after conclusion of the contract, provided that these changes are not significant and reasonable for the customer and the nature and scope of our service is not unreasonably impaired as a result.

All measurements, tests and other services are provided by us in accordance with the relevant legal regulations and technical rules as well as the state of the art.

Unless otherwise agreed, we shall retain measurement logs and test reports as well as other records for a period of five years after completion of the service.

4. We reserve all copyrights to our illustrations, drawings, descriptions, calculations and other documents which the customer receives in connection with the provision of services. The customer requires our express written consent before publishing them, making them accessible or passing them on to third parties. This also applies to such written documents that are designated as “confidential”.

We accept no liability for documents or data sent to us unsolicited by the customer.

§ 3 Prices, payment, default, advance payment, offsetting, discounts, damages

1. Our quoted prices are always subject to change and non-binding until the customer confirms the order in writing. They are always subject to statutory value added tax.

If the customer requests changes after the order has been confirmed, the additional costs incurred will be invoiced. We reserve the right to agree a price with the customer that deviates from the order confirmation in the event of a significant, unforeseeable change in the production costs of our service that is beyond our control.

If more than four months elapse between the date of conclusion of the contract and the date of delivery or performance agreed or stated in the offer or order confirmation, and if prices have increased or decreased during this period due to circumstances beyond our control, we may demand a corresponding change in the price if we notify the customer in writing at least four weeks in advance. In this case, the customer may withdraw from his order with regard to the delivery items or services for which the price has been increased. He must declare his withdrawal at the latest on the seventh calendar day after receipt of our notification.

2. Our prices apply from our company headquarters. They do not include packaging, freight, postage, insurance and other shipping costs. Unless otherwise agreed, packaging and shipment shall be at our discretion and shall be charged at cost price. Packaging will only be taken back if we are obliged to do so by law.

3. Unless otherwise agreed, our invoices are payable without deduction within 14 calendar days of the invoice date. No discount shall be granted without special agreement. The invoice shall be issued on the date of delivery, execution, partial delivery, partial execution or readiness for delivery, depending on the agreed invoicing method or the invoicing method permitted under these terms and conditions.

4. If the customer is in default of payment, we are entitled to demand default interest of 8% above the base interest rate. We reserve the right to prove and claim higher damages caused by default. In this case, the customer is permitted to prove that we have not incurred any loss at all or that our loss is significantly lower.

We charge € 5.00 for each reminder.

5. Bills of exchange, checks and money orders shall be accepted by us at our own discretion only on account of payment and shall be deemed payment only after unconditional, irrevocable crediting to our business account. All costs of payment transactions, in particular in the case of foreign payments or in the case of non-payment of direct debits or checks, shall be borne by the customer.

6. In accordance with the regulations contained in our offer or our order confirmation, we are entitled to demand advance payments on the agreed prices. In this case, we are entitled to wait with the execution of the order until receipt of the advance payment amount.

7. If, after conclusion of the contract, we become aware of circumstances that cast doubt on the solvency

of the customer and if no advance payment has been agreed, we can make the further delivery or service dependent on an advance payment up to the scope of the agreed performance or partial performance. We may set the customer a reasonable deadline for the advance payment and withdraw from the contract if we do not receive the advance payment on time; the customer may provide security in the form of a bank guarantee instead of the advance payment. Doubts about the customer’s ability to pay are justified, among other things, if he repeatedly fails to make payments to us or third parties on time, if legal proceedings or enforcement measures are carried out against the customer due to due claims, if proceedings are carried out against the customer for the submission of a statement of assets or if an application has been made to open insolvency proceedings against his assets.

8. We are entitled to cancel any discounts granted and to charge the customer subsequently if the customer repeatedly fails to make payments to us on time, if legal proceedings or enforcement measures are carried out by us or third parties against the customer due to outstanding debts, if proceedings are carried out against the customer to obtain a statement of assets or if an application is made to open insolvency proceedings against the customer’s assets.

Furthermore, in the aforementioned cases we shall be entitled to demand immediate payment of all other outstanding invoices, including deferred invoices, from the customer.

9. The customer may only offset such counterclaims that are legally established, undisputed or recognized by us; in the case of necessary subsequent deliveries, only in the amount of the price for the item to be subsequently delivered or the value of the service to be subsequently delivered.

The customer may only assert a right of retention on the basis of counterclaims that are based on the same contractual relationship.

10. In the event of non-acceptance of the ordered delivery item or the agreed service, we are entitled to charge a lump-sum compensation amounting to 50% of the order amount of the respective order instead of a specific damage. However, the customer is expressly permitted to prove that we have not incurred any damage at all or that our damage is significantly lower than the lump sum.

§ 4 Delivery, deadlines, delay in performance, setting of a grace period, transfer of risk

1. The delivery or performance periods agreed or stated in our offer or in our order confirmation shall commence upon receipt of the order confirmation by the recipient or at the agreed time. They shall be extended appropriately if the customer delays or fails to perform the agreed acts of cooperation incumbent upon him or promised by him or required by him for the provision of the service. The same shall apply in the event of changes to the ordered delivery item or services initiated by the customer.

2. We shall endeavor to adhere to the delivery and execution dates and deadlines specified in the offer or order confirmation. The information on delivery and execution dates is given to the best of our knowledge and belief, but is non-binding unless a fixed date has been expressly agreed as binding.

3. In the case of non-binding delivery dates, delivery or notification of readiness for execution within 30 days of the specified date shall in any case still be deemed to be on time. If we are culpably unable to meet an expressly agreed deadline or are in default for other reasons, the customer must set us a reasonable grace period of at least seven working days. If this grace period expires without result, the customer shall be entitled to withdraw from the contract.

4. If performance is temporarily impossible or considerably impeded for us in whole or in part due to force majeure or other extraordinary, unforeseeable circumstances for which we are not responsible (e.g. labor disputes, official measures, delays in delivery by an upstream supplier, traffic and operational disruptions, material and energy shortages, etc.), and if these circumstances have a considerable influence on the production of the goods or the provision of the service, the agreed delivery and performance date shall be extended by the duration of the impediment to performance. We shall not be responsible for the aforementioned circumstances even if they occur during an existing delay in delivery or performance.

The same applies to a statutory deadline or a deadline set by the customer for the provision of the service, in particular for additional deadlines in the event of default. The customer shall not be entitled to withdraw from the contract or claim damages before the expiry of such an extended delivery or performance period. If the impediment to performance lasts longer than four weeks, both the customer and we shall be entitled to withdraw from the contract. In this case, the customer is obliged to accept and pay for a partial delivery or partial service that has already been completed if this was agreed between the parties as a partial delivery or partial service or if it represents a service that can be used by the customer independently of the overall order.

5. The delivery and execution deadline shall be deemed to have been met if the delivery item has left the company headquarters by the time it expires or if we have notified the customer that the item is ready for dispatch or execution.

6. Partial deliveries and partial executions are permissible to an extent that is reasonable for the customer, even if this is not separately agreed between the parties, but is also not expressly excluded.

7. If no fixed acceptance deadlines have been agreed, the customer must accept the delivery item or the service offered to him no later than eight days after notification of completion or readiness for execution.

After receipt of the delivery or notification of readiness for execution, the customer is obliged in particular to check the conformity of the delivery item, the execution and services with the contract without delay and, if they are in conformity with the contract, to declare their acceptance. If no express declaration of acceptance is made by the customer, the delivery item, the execution or the service offered to him shall be deemed to have been accepted after expiry of the period specified in sentence 1.

8. In the event of our delay in delivery or performance, claims for damages of the customer of any kind are excluded, unless the delay is due to intent or gross negligence or to the culpable breach of a material contractual obligation; in this case, we shall be liable in accordance with the statutory provisions, whereby our liability for damages shall be limited to the foreseeable, typically occurring damage.

9. If the customer is in default of acceptance or culpably violates other obligations to cooperate,

we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses incurred in the provision of the service. Further claims

or rights are reserved.

10. If shipment of the delivery item to the customer or a third party has been agreed, the risk shall be transferred when the delivery item is handed over to the transport company. In any case, the risk shall pass to the customer when the delivery item or service is put into use by the customer. If we take back delivery items for reasons for which we are not responsible, the customer shall bear the risk until we receive the delivery items in question.

Furthermore, the risk of accidental loss or accidental deterioration of the delivery item or service shall pass to the customer at the point in time at which the customer is in default of acceptance.

§ 5 Retention of title

1. We reserve title to the items delivered by us until full payment of due invoices. The retention of title shall also apply until all claims, including future claims, arising from the business relationship have been fulfilled.

For the duration of the retention of title, the customer is obliged to treat the delivery item with care; in particular, he is obliged to insure it adequately at his own expense against destruction, loss and theft at replacement value; he is obliged to provide us with proof of this on request. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense and provide us with evidence of this on request.

2. The customer is not authorized to assign the delivery item as security or pledge it to third parties, but is entitled to resell the reserved goods in the ordinary course of business.

The customer assigns to us the claims arising from this against his business partners within the scope of the validity of these terms and conditions. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer is not in default of payment to us. If this is the case, however, we can demand that the customer informs the third party of the assignment and provides us with the information required to assert the claim and hands over the relevant documents to us.

3. The customer must inform us immediately in the event of seizure, confiscation, securing or other dispositions by third parties of the delivery item.

4. In the event of default of payment, we are entitled to take back the reserved goods after prior warning. Taking back the goods does not constitute a withdrawal from the contract. We are entitled to charge 10% of the value of the goods as repossession costs in the event of repossession of the reserved goods. The assertion of further damages remains unaffected by this. The customer is entitled to prove that we have not incurred any damage at all or only significantly less damage.

5. If we are entitled to take back the goods, the customer is obliged to immediately enable one of our employees to make an inventory of the existing delivery items that are still our property.

6. We shall be entitled to utilize returned delivery items to the best possible extent by private sale, taking into account the purchase price, if we have threatened to do so within a reasonable period of time.

7. The customer shall bear the costs of asserting our security rights against the customer or third parties.

§ 6 Warranty, liability, limitation of liability, statute of limitations

1. The customer is entitled to the statutory warranty rights to the extent described here, provided that he has duly fulfilled his obligations to inspect and give notice of defects as set out in §§ 377, 378 HGB (German Commercial Code). Complaints or notices of defects must be notified to us within eight days of receipt of the delivery item or receipt of the agreed service, in the case of defects that are not recognizable immediately after they become recognizable.

2. If the customer recognizes damage to the packaging upon receipt of the delivery item, he must have the damage confirmed in writing by the transport company upon acceptance of the goods. Transport damage that is only discovered after the packaging has been opened must be reported to us in writing within five calendar days of receipt of the goods. Timely dispatch of the notification is sufficient to meet the deadline; the burden of proof for this lies with the customer.

3. The customer must support us in any way possible and necessary to avoid or limit damage in the elimination of defects.

4. We shall provide a warranty for defects in the goods or workmanship within the above periods at our discretion by repair or replacement. In this case we are

shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery item has been taken by the customer to a place other than the place of performance.

If the rectification or replacement delivery fails, the customer may, at his discretion, demand a price reduction or withdraw from the contract.

5. If the customer indicates a defect for which we would have to provide a warranty and thereby causes an inspection of the delivery item or the service received, the customer shall bear the costs incurred for the inspection if it turns out that there is actually no defect.

6. The warranty shall lapse for such delivery items or services which the customer independently modifies or otherwise interferes with before exercising our rights under clause 4, unless the customer proves in connection with this that the interference is not the cause of the defect.

7. Further warranty claims of the customer, in particular due to consequential damages – insofar as these do not result from the absence of warranted characteristics – are excluded. This shall not apply if we are guilty of intent or gross negligence.

8. Unless otherwise agreed, we do not assume any warranty for the usability of the delivery item or the agreed service for the purpose intended by the customer.

9. Subject to these provisions, claims for damages by the customer – irrespective of the legal grounds, including those in tort – for a slightly negligent breach of obligations by us or our vicarious agents are excluded. In the event of a slightly negligent breach of a material contractual obligation, our liability shall be limited to the order value for the individual case of damage, but at most to the typical foreseeable damage. We shall not be liable for other slightly negligent breaches of duty.

10. The above exclusions and limitations of liability shall not apply in cases of strict liability, bodily injury or damage to health or loss of life or the absence of warranted characteristics or in cases of intent or gross negligence.

11. The limitation period for warranty claims is 12 months, calculated from receipt of the delivery item by the customer or receipt of the agreed service.

§ 7 Final provisions

1. Unless otherwise agreed, the place of performance for all obligations arising directly or indirectly from the contractual relationship, including the obligation to pay, shall be our registered office in Kassel.

2. The place of jurisdiction for all claims arising from the contractual relationship is the place of jurisdiction responsible for our registered office, insofar as the customer is a merchant, a legal entity under public law or a special fund under public law. We are also entitled to bring an action before a court which is responsible for the customer’s registered office or a branch office.

3. The invalidity of individual provisions of these General Terms and Conditions or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obliged in good faith to replace an invalid provision with a valid provision that is equivalent to its economic effect, provided that this does not result in a material change to the content of the contract; the same shall apply if a matter requiring regulation is not expressly regulated.

4. The inclusion and interpretation of these General Terms and Conditions as well as the conclusion and interpretation of legal transactions with the customer and all reciprocal claims shall be governed exclusively by the law of the Federal Republic of Germany. The application of supranational regulations, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.

5. The customer authorizes us, waiving notification, to process personal and company-related data within the scope of the admissibility of the BDSG and to the extent necessary for the execution of the contractual relationship and to transmit it to the departments within our company involved in the execution of the contractual relationship or to our vicarious agents. This also applies to the transfer of data to a credit protection organization, insofar as this takes place within the scope of the purpose of the contract or is necessary to safeguard our legitimate interests.

Status: 01.07.2016