General Terms and Conditions (GTC)
- The following General Terms and Conditions (GTC) shall apply exclusively in business transactions with entrepreneurs (§ 14 German Civil Code), legal entities under public law or special funds under public law.
- 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 reference to them again in each individual case.
- In addition, these GTC shall apply to orders placed via the online store www.iam-approved.com of Additive Marking. The validity of the GTC does not extend to independent services of the subcontractor or supplier.
- 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 application has been expressly agreed to in writing.
2) Offer and conclusion of contract
- 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 by written order confirmation on the part of Additive Marking (e-mail is sufficient) or the actual performance of the service by Additive Marking, the offer of the buyer is considered accepted and the contract is concluded.
- 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 subject to payment", the buyer makes 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 ordering process, the customer receives an automatically generated and sent e-mail confirming receipt of the order, this is not considered 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 changes in the market situation. From changes and deviations, the customer / buyer can not derive any rights against Additive Marking.
3) Prices and Terms of Payment
- The prices and charges stated (e.g. fees, travel costs, expenses) are exclusive of value added tax and, if applicable, plus statutory customs duties and shipping costs.
- Unless otherwise agreed, the purchase price is due within thirty (30) calendar days from the date of invoice. Interest on arrears shall be charged at a rate of at least 8% above the respective prime rate p.a.. We reserve the right to assert a higher damage caused by default.
- Payment of the purchase price shall be made exclusively to an account designated by Additive Marking. The deduction of discounts is only permitted with a special written agreement.
- Payments via the online store are made via invoice.
- Unless a fixed price agreement has been made, reasonable price changes due to changes in labor and manufacturing costs for deliveries made 3 months or later after the conclusion of the contract are reserved.
4) Delivery, transfer of risk and default of acceptance
- Depending on the selected goods, delivery shall be made by provision via a web portal or by installation on the customer's/buyer's premises. The type of delivery is specified in the offer / order confirmation.
- The risk of accidental loss or accidental deterioration of the goods passes to the customer / buyer with delivery of the goods.
- 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 has, with due diligence, concluded a specific covering transaction with the supplier. Additive Marking will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer/Buyer shall be informed without delay and the consideration shall be refunded without delay.
- 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 expiry.
- If the Customer/Buyer defaults on acceptance of the goods or culpably violates its obligations to cooperate, it shall be obliged to compensate Additive Marking for the damage incurred in this respect, including any additional expenses.
5) Retention of title
- Goods deliveries 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 care free of charge and to insure them sufficiently.
- 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 occurs. 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 its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed.
- If the reserved goods are sold by the Customer/Buyer together with other goods, the Customer/Buyer shall assign the purchase price claim for the reserved goods in the full amount or, in case of prior treatment or processing with other goods, in the amount of the value of the processed reserved goods.
6) Customer's/Buyer's Duty to Cooperate
- The Customer/Buyer shall be obliged to create the organizational and technical prerequisites for the agreed services to be provided. If the Customer/Buyer does not fulfill these obligations to cooperate, does not do so correctly or does so late, or if it 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 due to the breach of the obligation to cooperate at the agreed or customary market rates.
- In so far as Additive Marking creates goods according to designs and instructions of Customer/Buyer, Customer/Buyer shall provide designs and instructions as specified by Additive Marking.
7) Property rights of third parties
- 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.
- Additive Marking assumes that the goods do not affect any third party property rights. Should a third party assert against Customer/Buyer the infringement of industrial property rights with respect to the delivered goods, Customer shall immediately notify Additive Marking. 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 under industrial property rights as a result of the contractual use of the goods delivered by Additive Marking, Additive Marking shall have the choice, taking particular account of the circumstances of the Customer/Buyer, to acquire a license or to modify the goods free of charge.
- In so far as Additive Marking creates goods according to designs and instructions of the Customer/Buyer, the Customer/Buyer shall indemnify Additive Marking against all claims and costs arising due to infringements of third party industrial property rights attributable to designs and instructions of the Customer/Buyer. Upon Additive Marking's request, Customer/Buyer shall pay a reasonable advance on litigation costs.
- The warranty period shall be twelve (12) months from delivery or, if acceptance is required, from acceptance.
- The delivered goods shall be inspected by Customer/Buyer immediately after delivery. Any defects shall be notified to Additive Marking in writing without delay. It applies § 377 HGB.
- 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 restriction.
- If the subsequent performance fails, the customer/buyer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
- 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 the usability, in the case of natural wear and tear as well as in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use or due to special external influences that are not assumed under the contract.
- Notwithstanding any further claims of the Customer/Buyer, the latter shall, in the event of an unjustified notice of defect by Additive Marking, reimburse Additive Marking for the expenses incurred in examining and - insofar as demanded - remedying the defect.
- Additive Marking shall be liable without limitation for intent and gross negligence.
- For ordinary negligence Additive Marking is liable - except in the case of injury to life, limb or health - only if essential contractual obligations (cardinal obligations) are violated. The liability is limited to the contract-typical and foreseeable damage.
- The liability for indirect and unforeseeable damages, loss of production and use, lost profits, lost savings and financial losses due to claims by third parties, is excluded in the case of ordinary negligence - except in the case of injury to life, limb or health.
- A further liability than in this contract is, without regard to the legal nature of the asserted claim, excluded. 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.
- To the extent that liability is excluded or limited under clauses 2 and 3, this shall also apply to the personal liability of Additive Marking's employees, representatives, bodies and vicarious agents.
- The liability for loss of data shall be limited to the typical recovery effort that would have occurred in case of regular and risk-adequate preparation of backup copies, unless one of the aforementioned conditions applies.
- In so far as Additive Marking creates goods according to designs and instructions of the Customer/Buyer, the Customer/Buyer shall indemnify Additive Marking against liability with regard to the given specifications.
- A consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity.
- If the customer is a consumer, he/she shall in principle have a statutory right of revocation upon conclusion of a distance selling transaction, which the provider shall inform about in accordance with the statutory model (https://iam-approved.com/Rechtliches/Widerrufsbelehrung-Widerrufsformular/).
- According to No. 1 (1), however, this agreement applies 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
- If a provision of this contract is or becomes invalid or the contract contains a gap, the legal validity of the remaining provisions shall remain unaffected
- Exclusive jurisdiction and place of performance for all disputes with buyer / purchaser under this contract is Paderborn. The law of the Federal Republic of Germany shall apply.