General Terms and Conditions of Business

General Terms and Conditions of Business

of alphacam GmbH (hereinafter “Contractor”)

for the creation of parts in the “fabberhouse” business area

(Dated 01/2011)

 

 

1.         Scope, consumers, entrepreneurs

 

1.1.      These terms and conditions of business apply both to purchasers who are consumers and to entrepreneurs. A consumer is (Section 13 German Civil Code; BGB) any natural person who concludes a legal transaction for a purpose that can neither be attributed to his/her commercial nor self-employed business activities. An entrepreneur is (Section 14 German Civil Code; BGB) a natural or legal person or a partnership with legal capacity, which is working in his/her/its commercial or self-employed business capacity when concluding a legal transaction.

 

1.2.      If the Purchaser is an entrepreneur, the following applies: These terms and conditions have sole validity for all – including future – deliveries and services. The Contractor is not bound by any contrary or additional Purchaser term and conditions, even if the Contractor does not dispute them in individual cases, unless they are recognized in writing. In this case, they apply only for the individual contract in question. Special agreements concluded between the Contractor and the Purchaser are not affected by this.

 

 

2.         Conclusion of the contract

 

If the Contractor provides the Purchaser with a required material quantity and price for the part that the Purchaser has inquired about, this does not constitute a legal quotation on the part of the Contractor; rather, the Purchaser makes a binding offer by placing the subsequent order. The Contractor accepts this offer by expressly confirming via e-mail, by listing the order on the personal login page on the fabberhouse website or by delivering the ordered goods.

 

 

3.         No right to cancellation

 

The Purchaser does not have any right to cancellation as the parts are manufactured according to his/her specification (Section 312d Paragraph 4 No. 1 German Civil Code; BGB).

 

 

4.         Prohibited parts

 

4.1.      The Purchaser is forbidden to have the Contractor manufacture any parts that

 

-          Infringe the rights of third parties, in particular copyright, trademark, utility model or patent rights

-          Violate other legal or official regulations, for example Section 17 of the Law on Unfair Competition (Disclosure of business and company secrets), Section 204 of the German Penal Code (Exploitation of other persons' secrets), Section 130 of the German Penal Code (incitement of hatred and violence), Section 86a of the German penal Code (Use of symbols of unconstitutional organizations)

 

-          Are replicas of weapons or items that could be mistaken for weapons

 

-          Are otherwise in conflict with good morals.

 

4.2.      Should the Purchaser breach his/her contractual obligations, the Contractor is entitled to partially, temporarily or definitively interrupt/withdraw from the contract. When selecting the measure, the Contractor will also consider the Purchaser's interests and, in particular, the type and scope of the breach of obligation.

 

4.3.      The Contractor is also entitled to terminate the contract if third parties provide plausible evidence of a violation of rights by the Purchaser through manufacture of the part or if there are any indications that the Purchaser has violated his/her obligations under Item 4.1; the Contractor has no obligation to check to what extent the rights violation asserted is justified. Rather, the Purchaser is obligated to take legal steps to defend him/herself, for example by taking legal action against the third party.

 

4.4.      The Contractor shall inform the Purchaser about the termination immediately and request a statement on the matter.

 

4.5.      The Purchaser shall indemnify the Contractor from all claims that third parties assert against the Contractor due to violations of the Purchaser's obligations in accordance with Item 4.1 and will also compensate for all losses arising as a result of this.

 

 

5.         Manufacture and delivery of the parts, reservation of ownership

 

5.1.      The Contractor shall begin manufacturing parts upon receipt of payment.

 

5.2.      The Purchaser is personally responsible for checking his design for completeness, correctness and suitability for the intended use, taking account of the technical framework conditions that apply when manufacturing the parts on the 3D printers in use.

 

5.3.      The parts are manufactured on the basis of the Purchaser's design and represent the machine-readable CMB data record created by the Purchaser. Errors in the design and preparation of the data are the Purchaser's sole responsibility. The Contractor does not advise the Purchaser regarding the design or use of the parts. The Contractor also does not perform any checks of or make improvements to the design and specification.

 

5.4.      If the Purchaser is a consumer, all risks are transferred to him/her as soon as the delivery is made. If the Purchaser is an entrepreneur, all risks are transferred to him/her/the company as soon as the Contractor hands the delivery over to the forwarding agent, carrier or other person or agent designated to perform the shipment.

 

5.5.      The goods remain the property of the Contractor until full payment has been received.

 

 

6.         Payment conditions

 

6.1.      The Contractor's invoices are to be paid in EURO without deductions.

 

6.2.      The Contractor charges a flat-rate shipping fee of �4.90 including the applicable VAT. For deliveries abroad within the EU, a surcharge of �4.00 is added; for all other countries a surcharge of �9.50, in each case including the applicable VAT.

 

6.3.      The Purchaser shall be entitled to set off payments only if his/her counterclaims have been established in a court of law or are uncontested. The Purchaser shall be authorized to make use of a right to retention only if his/her counterclaim is based on the same contractual relationship.

 

 

7.         Claims due to a goods defect

 

7.1.      In the case of defects, the Purchaser is entitled to statutory claims.

 

7.2.      If the Purchaser is an entrepreneur, the following also applies:

 

7.2.1.        The Purchaser bears the obligation to inspect and report defects as set out in commercial law (Section 377 of the German Commercial Code; HGB).

 

7.2.2.        Should the Purchaser be subject to claims from a consumer or, by way of recourse, by an entrepreneur due to a goods defect, he/she must inform the Contractor without delay. Recourse against the Contractor is possible only in the case that the Purchaser has not concluded any agreement with his/her customer that goes beyond the statutory claims under liability for defects.

 

7.2.3.        The period of limitation for Purchaser's claims due to goods defects is one year. This does not apply to claims for compensation based on bodily injury or damage to health or on intent or gross negligence on the part of the Contractor or their agents. Section 479 Para. 1 of the German Civil Code (BGB) is also unaffected by this.

 

8.         Liability

 

8.1.      Liability of the Contractor due to slightly negligent infringement of unimportant contractual obligations is excluded. In the case of slightly negligent infringement of key contractual obligations (in particular the obligation to timely and defect-free delivery of goods), the Contractor's liability is limited to foreseeable damage typical of the contract type in question. However, the Contractor assumes unlimited liability for willful damage caused to the Purchaser's body, life or health and for intent, gross negligence and the absence of any guaranteed properties.

 

8.2.      The Contractor's liability under the German Product Liability Act remains unaffected.

 

8.3.      If the Purchaser is an entrepreneur, the following also applies: The period of limitation for the Purchaser's claims for compensation that are not based on goods defects is one year. This does not affect the statutory period of limitation for claims due to intent, gross negligence or damage to body or health on the basis of the German Product Liability Act.

 

9.         Applicable law, jurisdiction, data protection, severability clause

 

9.1.      German law applies; the UN international trade law (CISG) is excluded.

 

9.2.      If the Purchaser is a merchant, the Contractor's registered office is agreed as the place of jurisdiction; however, the Contractor is also entitled to initiate legal proceedings at the location of the Purchaser's registered office.

 

9.3.      The Contractor shall collect, process and use the data required from the Purchaser, particularly the +name and address, for the purpose of fulfilling this contractual relationship only.

 

9.4.      Should one or more of these conditions be found to be or become invalid, this shall not affect the validity of the remaining conditions.