General Terms and Conditions of Additive Innovation GmbH for the Delivery of 3D Printing Machines

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I. General

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1. The following terms and conditions of delivery apply to all contracts, deliveries, and other services, including paid and unpaid consulting services, unless modified or excluded with the express written consent of Additive Innovation GmbH. They apply to contracts concluded with customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) or legal entities under public law and special funds under public law.

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2. Agreements deviating from these terms and conditions must be included in the order confirmation.

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II. Offer and Scope of Delivery

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1. Offers from Additive Innovation GmbH are always subject to change. The documents accompanying the offer, such as illustrations, drawings, weights, and dimensions, are only approximate unless expressly designated as binding. Changes are unreasonable and must no longer be accepted by the buyer if they exceed the customary standard. Services and operating costs are stated as average values. Additive Innovation GmbH reserves ownership and copyright to cost estimates, drawings, and other documents; they may not be made accessible to third parties.

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2. The purchase contract is concluded when Additive Innovation GmbH has confirmed acceptance of the order for the specifically described item of purchase within a reasonable period of time in writing, or when delivery has been completed. However, Additive Innovation GmbH is obligated to immediately notify any rejection of the order in writing.

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3. All agreements made between Additive Innovation GmbH and the buyer must be recorded in writing in the respective delivery contract. This also applies to ancillary agreements, assurances, and subsequent amendments to the contract.​

 

4. Information in the descriptions provided to the buyer regarding scope of delivery, appearance, performance, dimensions, weights, fuel consumption, and operating costs are part of the contract. They serve as a benchmark for determining whether the item of purchase is free of defects.

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III. Price and Payment

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1. The prices stated in the offer in euros plus the applicable statutory VAT are the sole determining factors. Unless otherwise agreed, prices are ex warehouse Additive Innovation GmbH or, if shipped from the manufacturer, ex works, excluding packaging. Prices are exclusive of VAT. If delivery is to take place more than four months after the conclusion of the contract, Additive Innovation GmbH is entitled to request negotiations for a new price in the event of price increases by its suppliers or unexpected increases in labor and transport costs. Additive Innovation GmbH is bound to the agreed price only for the agreed delivery period – but for at least four months. Additive Innovation GmbH may demand reimbursement from the buyer for any additional expenses incurred due to the buyer's default in acceptance.

 

2. Payments must be made within 30 days of invoicing at the latest and without any deductions. Any acceptance of bills of exchange or checks is solely on account of payment; the buyer shall bear the costs of discounting and collection, as well as any bank charges.

 

The buyer shall bear the costs of discounting and collection, as well as any bank charges.​

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3. If, after the order has been placed, justified doubts arise regarding the Buyer's unconditional solvency, this shall result in the immediate due date for all claims of Additive Innovation GmbH against the Buyer. Furthermore, Additive Innovation GmbH is entitled to demand advance payments or security, or to withdraw from the contract after a reasonable grace period.

 

4. Additive Innovation GmbH may demand reimbursement from the Buyer for costs incurred due to non-fulfillment of the contract. Additive Innovation GmbH is entitled to demand a flat-rate compensation of 20% of the agreed gross purchase price – unless the Customer proves lesser damages – or compensation for the actual damages incurred from the Buyer.

 

IV. Delivery Periods and Delays

 

1. Delivery periods and dates are only binding if they have been expressly designated as such by Additive Innovation GmbH. The delivery period begins upon conclusion of the contract, but not before the provision of any documents, permits, or approvals to be provided by the Buyer, as well as before receipt of an agreed down payment.​

2. Correct and timely self-supply is reserved.

 

2. The supplier reserves the right to ensure correct and timely delivery to Additive Innovation GmbH.

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3. The delivery period shall be extended appropriately in the event of legal industrial action, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond the control of Additive Innovation GmbH or its vicarious agents, provided that such obstacles demonstrably affect the delivery of the sold item.

 

4. The same applies if Additive Innovation GmbH fails to receive timely deliveries. Additive Innovation GmbH is entitled to withdraw from the contract if the manufacturer fails to deliver. However, this does not apply if the non-delivery is attributable to Additive Innovation GmbH (e.g., late payment).

 

5. Compliance with the delivery deadline is subject to the buyer's fulfillment of its contractual obligations.

 

6. If the buyer suffers damages due to a delay, Additive Innovation GmbH is liable under the statutory provisions.

 

7. Additive Innovation GmbH is not liable for delayed or failed deliveries (impossibility of delivery) due to the fault of its sub-supplier – except for faulty selection or monitoring. Sentence 1 does not apply if the relationship between Additive Innovation GmbH and the buyer is governed by the law governing contracts for work and services. In any case, Additive Innovation GmbH is obligated to indemnify the buyer if the buyer is unable to fully enforce the claims assigned to it against the supplier.​

8. In addition to the statutory deadline pursuant to Section 286 (3) of the German Civil Code (BGB) and the reminder, Additive Innovation GmbH may also deviate from the deadline pursuant to Section III.2. and place the buyer in default by setting a different payment deadline within the meaning of Section 286 (2) of the German Civil Code (BGB).

 

 V. Transfer of Risk and Transport

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1. Unless otherwise agreed, the shipping route and means are at the discretion of Additive Innovation GmbH. The goods will be insured at the buyer's request and expense.

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2. In the case of a sale by dispatch, the risk shall pass to the buyer upon handover of the goods to the forwarding agent or carrier, but no later than upon leaving the warehouse or, in the case of direct shipment ex works, upon leaving the factory. This shall also apply if partial deliveries are made or if Additive Innovation GmbH has undertaken additional services.

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3. If shipment is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the day the goods are ready for shipment. However, Additive Innovation GmbH is obligated, at the buyer's request and expense, to arrange the insurance requested by the buyer.

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4. Delivered items must be accepted by the buyer, even if they have minor defects, without prejudice to the rights under Section IIV (Notices of Defects and Liability for Defects).​

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5. Partial deliveries are permitted, provided this is reasonable for the buyer.

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VI. Retention of Title

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1. Additive Innovation GmbH reserves the right of ownership until all claims arising from the business relationship with the buyer have been paid in full.

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2. The buyer is obligated to treat the purchased item with care, to secure it against interference by third parties, and – if this has been agreed in writing, an extended payment term has been granted, or the purchase is financed – to immediately insure it against fire, theft, and water damage at replacement value and to provide proof of this upon request; otherwise, Additive Innovation GmbH is entitled to insure these itself at the buyer's expense. The buyer undertakes to assign any claims for compensation to Additive Innovation GmbH.

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3. The buyer may not pledge or assign the purchased item as security without the consent of Additive Innovation GmbH. The buyer is obligated to immediately notify Additive Innovation GmbH in writing of any seizures or other interventions by third parties so that Additive Innovation GmbH can file a lawsuit pursuant to Section 771 of the Code of Civil Procedure (ZPO). If the third party is unable to reimburse Additive Innovation GmbH for the judicial and extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure (ZPO), the buyer is obligated to reimburse the costs.

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4. The buyer, who is not a consumer, is entitled to resell the goods in the ordinary course of business. However, the buyer hereby assigns to Additive Innovation GmbH all claims arising from the resale against its customers or third parties in the amount of the final invoice price (including VAT) of Additive Innovation GmbH, regardless of whether the purchased item was resold without or after processing. The buyer is authorized to collect these claims even after the assignment. Additive Innovation GmbH's authority to collect the claims itself remains unaffected; however, Additive Innovation GmbH undertakes not to collect the claims as long as the buyer duly fulfills its payment obligations. Otherwise, Additive Innovation GmbH may demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.

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5. In the event of a breach of contract by the buyer, in particular in the event of default in payment, Additive Innovation GmbH is entitled to take back the goods after issuing a reminder, and the buyer is obligated to surrender them. The taking back or seizure of the item by Additive Innovation GmbH shall only constitute a withdrawal from the contract if Additive Innovation GmbH expressly declares this in writing.

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6. The buyer shall bear all costs of taking back the purchased item.

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VII. Confidentiality

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1. Additive Innovation GmbH and the client are obligated to maintain strict confidentiality regarding all trade and business secrets of the other party that become known to them in the course of executing the contract.

 

VIII. Notices of Defects and Liability for Defects

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Additive Innovation GmbH is liable for defects as follows:

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1. The buyer must inspect the goods received immediately upon receipt for quantity, quality, and warranted characteristics. Obvious defects must be reported immediately. If the contract is a commercial transaction for both parties, Section 377 of the German Commercial Code (HGB) applies, with the proviso that any recognizable defects must be reported in writing to Additive Innovation GmbH within 14 days.

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2. All parts that prove to be unusable due to a circumstance prior to the transfer of risk – in particular due to faulty design, poor construction materials, or poor workmanship – shall be repaired or replaced free of charge by Additive Innovation GmbH at its reasonable discretion. In the case of a consumer transaction, the right of choice lies with the buyer, unless the type of subsequent performance chosen by the buyer burdens Additive Innovation GmbH with costs that would not have been incurred had another choice been made, provided this does not result in a disadvantage to the buyer. Replaced parts become the property of Additive Innovation GmbH. If the entire purchased item is replaced by way of subsequent performance, Additive Innovation GmbH is entitled to unlimited compensation for use of the returned item from the buyer. The compensation for use is based on the average rental costs for the item that would have been incurred during the period of use.

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3. The buyer's right to assert claims for defects expires in all cases within 12 months from the time of transfer of risk, and in the case of a consumer transaction within 24 months. For used goods, Additive Innovation GmbH provides a warranty to consumers for 12 months from the transfer of risk. In all other cases, this only applies if this has been expressly agreed upon in writing with the buyer. Warranty claims, should a defect exist, will generally only be accepted upon presentation of the original purchase receipt.

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4. No warranty is provided for damages caused by the following reasons: unsuitable or improper use, incorrect assembly or commissioning by the buyer or third parties, failure to perform maintenance work when this is customary and/or recommended by the manufacturer, normal wear and tear – especially of wearing parts –, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable subsoil, chemical, electronic, or electrical influences, unless they are attributable to the fault of Additive Innovation GmbH.

 

5. In the event of defects being remedied, the buyer must set Additive Innovation GmbH a reasonable deadline for the necessary work. If the buyer refuses to do so, Additive Innovation GmbH is released from liability for defects. Only in urgent cases where operational safety is at risk and to prevent disproportionately large damage, in which case Additive Innovation GmbH is in default with the remedy of the defect, does the buyer have the right to have the defect remedied by a third party and to demand reimbursement of the necessary costs from Additive Innovation GmbH.

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6. The warranty period for replacement parts and repairs is 12 months. The period for liability for defects in the delivered item is extended by the duration of the interruption in use caused by the repair work.

 

7. Any modifications or repair work carried out improperly by the buyer or third parties without prior approval from Additive Innovation GmbH will void liability for the resulting consequences.

 

8. Damages can only be claimed in cases of intent or gross negligence. The obligation to compensate is limited to the damage typically foreseeable under the contract.

 

X. General Limitation of Liability

 

1. Additive Innovation GmbH's liability is governed by the statutory provisions. However, this limitation of liability is excluded – regardless of the legal basis – in the event of a non-material breach of duty that was committed neither intentionally nor with gross negligence. This does not apply to consumer transactions if damage to life, limb, or health has occurred, or if liability insurance coverage exists in favor of Additive Innovation GmbH. In this case, Additive Innovation GmbH assigns its claim against the insurance company to the buyer.

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2. Claims asserted by the buyer against Additive Innovation GmbH are subject to a limitation period of six months. However, there is a limitation period of six months if Additive Innovation GmbH has rejected a buyer's claim in writing as unfounded.

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XI. Place of Performance, Jurisdiction, Applicable Law

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1. The place of performance and exclusive place of jurisdiction for delivery and payment, as well as for all disputes arising between the parties, is Aschaffenburg.

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2. Legal relationships between Additive Innovation GmbH and domestic and foreign contractual partners are subject exclusively to the substantive law of the Federal Republic of Germany.

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XII. Partial Invalidity

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1. In the event of partial invalidity of individual provisions, the validity of the remaining provisions shall remain unaffected. The invalid clause shall be replaced by a provision that most closely approximates the intended purpose of the original provision in legal and economic terms.

Status: November 1, 2018