We, the owners of this site, take the privacy and protection of your personal data very seriously. We treat your personal data as confidential and handle it in compliance with the legal data protection regulations as well as with this data privacy declaration.
Using our website is generally possible without having to input any personal data. Wherever personal data (for example, name, address or e-mail addresses) are acquired on our pages, this is done on a voluntary basis as far as possible. This data will not be disclosed to third parties without your express consent.
We draw your attention to the fact that data transmission on the Internet (for example, during communication by e-mail) is subject to security vulnerability. Absolute protection of the data from access by third parties is not possible.
Plug-ins of the social network Facebook, provided by Facebook Inc., 1 Hacker Way, Menlo Park, California 94025, USA, are integrated in our pages. The Facebook plugins are recognisable from the Facebook logo or the “Like” button on our site. An overview of the Facebook plugins can be seen here:
When you visit our pages, the plugin sets up a direct connection between your browser and the Facebook server. As a result, Facebook gets the information that you visited our page, with your IP address. If you click the Facebook “Like” button while you are logged in to your Facebook account, you can link the content of our pages to your Facebook profile. As a result, Facebook can record your visit to our pages and link it to your user account. We draw attention to the fact that as providers of the pages, we have no knowledge of the content of the transmitted data or their use by Facebook. You can get additional information on this in the data privacy declaration of Facebook at: http://de-de.facebook.com/policy.php.
If you do not want Facebook to record and link your visit to our pages to your Facebook user account, please log out of your Facebook user account.
This website uses the functions of the Web analysis service Google Analytics. The provider is Google Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043, USA. Google Analytics uses so-called "Cookies". These are text files that are saved on your computer and which facilitate an analysis of your use of the website. The information generated by the cookie about your use of this website is generally transmitted to a server of Google in the USA and saved there.
However, if IP anonymization is activated on this website, then within the member states of the European Union, or in other signatory states of the European Economic Region treaty, Google will first abbreviate your IP address. Only in exceptional cases will the full IP address be transmitted to a server of Google in the USA and abbreviated there. On behalf of the owner of this website, Google will then use this information to evaluate your use of the website, to compile reports about the website activities and to provide additional services to the website owner related to the website usage and Internet usage.
Google will not combine the IP address transmitted from your browser as a part of Google Analytics with other data.
You can prevent cookies from being saved by a corresponding setting of your browser software, but we would like to point out that in such a case, you will not be able to use all the functions of this website to the fullest extent. Moreover, you can prevent the acquisition of the data generated by the cookie related to your use of the website (including your IP address) and its transmission to Google and the processing of this data by Google, by downloading and installing the browser plug-in available at the following link: http://tools.google.com/dlpage/gaoptout?hl=de
Functions of the Instagram service are integrated on our pages. These functions are offered by Instagram Inc., 1601 Willow Road, Menlo Park, CA, 94025, USA. If you are logged in to your Instagram account, you can link the contents of our pages with your Instagram profile by clicking the Instagram button. Consequently, Instagram can record your visit to our pages to your user account. We draw attention to the fact that as providers of the pages, we have no knowledge of the content of the transmitted data or their use by Instagram.
You can get additional information on this in the data privacy declaration of Instagram:
Our website uses functions of the LinkedIn network. The provider is LinkedIn Corporation, 2029 Stierlin Court, Mountain View, CA 94043, USA. Every time you invoke one of our pages containing functions of LinkedIn, a connection is set up to the servers of LinkedIn. LinkedIn will be informed that you have visited our Internet pages, with your IP address. When you click the “Recommend” button of LinkedIn and are logged in to your LinkedIn account, it is possible for LinkedIn to link your visit to our Internet pages to you and your user account. We draw attention to the fact that as providers of the pages, we have no knowledge of the content of the transmitted data or their use by LinkedIn.
You can get additional information on this in the data privacy declaration of LinkedIn:
On our page, we use social plugins of the social network Pinterest from Pinterest Inc., 635 High Street, Palo Alto, CA, 94301, USA ("Pinterest").
If you go to a page that contains such a plugin, your browser sets up a direct connection with the servers of Pinterest. The plugin then transmits protocol data to the servers of Pinterest in the USA. These protocol data could possibly contain your IP address, the address of the websites visited, which also contain Pinterest functions, the type and settings of the browser, the date and time of the query, your method of using Pinterest as well as cookies.
You can find further information on the purpose, scope and further processing and use of the data by Pinterest, as well as your rights in this regard, and the possibilities available to you for protecting your privacy in the notes regarding data privacy of Pinterest:
Functions of Twitter are integrated on our pages. These functions are offered by Twitter Inc., 1355 Market Street, Suite 900, San Francisco, CA 94103, USA. Upon using Twitter and the “Retweet” function, the websites that you visit are linked to your Twitter account and made known to other users. Data are also transferred to Twitter in the process. We draw attention to the fact that as providers of the pages, we have no knowledge of the content of the transmitted data or their use by Twitter. You can get additional information on this in the data privacy declaration of Twitter at http://twitter.com/privacy
You can change your data protection settings for Twitter in the account settings at http://twitter.com/account/settings .
Our website uses functions of the Xing network. The provider is XING AG, Dammtorstraße 29-32, 20354 Hamburg, Germany. Every time you invoke one of our pages containing the functions of Xing, a connection is set up to the servers of Xing. To our knowledge, personal data is not stored in this process.
In particular, IP addresses are not stored, neither is the user behaviour evaluated.
You can get further information on data privacy and the Xing Share button in Xing’s data privacy declaration at https://www.xing.com/app/share?op=data_protection
Our website uses plugins of YouTube, operated by Google. The offering is from YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066, USA. If you visit one of our pages containing a YouTube plugin, a connection is set up to the YouTube servers. The YouTube server is notified which of our pages you visited.
If you are logged in to your YouTube account, you make it possible for YouTube to link your surfing behaviour directly to your personal profile. You can prevent that by logging out of your YouTube account.
Additional information on how user data are handled is available in the data privacy declaration of YouTube at https://www.google.de/intl/de/policies/privacy
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Most of the cookies used by us are the so-called “session cookies”. They are automatically deleted at the end of your visit. Other cookies remain stored on your end device until you delete them. These cookies make it possible for us to recognise your browser the next time you visit.
You can set your browser in such a way that you are informed when cookies are set, and can allow cookies only on a case-by-case basis, prohibit the acceptance of cookies in certain cases or in general, as well as activate the automatic deletion of cookies upon closing the browser. If cookies are disabled, the functionality of this website can get constrained.
If you send us queries using the contact form, we store the data from the query form including the contact data that you input in it for processing the query and for follow-up questions. We do not share or disclose these data without your consent.
Use of the contact data published in the framework of the imprint obligation for sending advertising and information material that has not been expressly asked for is hereby prohibited. The publishers of the pages expressly reserve the right to legal recourse if unwanted advertising information is sent, such as in the form of spam email.
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You can withdraw at any time the permission that you have granted for storage of the data and the e-mail address as well as its use for sending the newsletter, using the “Unsubscribe” link in the newsletter.
|1.1||These general terms and conditions of purchasing (hereinafter: T&Cs) apply to all contracts, and also to ancillary services, consultancy services and advice, which we, voxeljet AG, sign in the role of purchaser/buyer.|
|1.2||These T&Cs, and these T&Cs alone, apply to all contracts signed by us in the role of purchaser/buyer, even for ancillary services, consultancy services and advice. The order confirmation of the contractor/seller (hereinafter: contractor) simultaneously implies that our T&Cs have been recognised and become a part of the contract. Conflicting or deviating conditions of the contractor are hereby rejected. They will only become a part of the contract if we agree to them in writing in individual cases. Our T&Cs apply even if we accept the deliverable from the contractor without reservation in full knowledge of contrary or deviating conditions of the contractor.|
|1.3||Our T&Cs apply only to corporates (Section 14 of the German Civil Code), legal persons under public law, or public special funds within the meaning of Section 310 paragraph 1 sentence 1 of the German Civil Code.|
|1.4||Our T&Cs also apply to all future contracts with the contractor that we sign as the purchaser/buyer.|
|1.5||All agreements between us and the contractor, as well as supplements and changes to these agreements, must be in written form. This also applies to a waiver of the written form requirement.|
|2.1||Our orders must be accepted/confirmed by the contractor promptly upon receipt. If we do not receive the order acceptance within one week of receipt of the order by the contractor, we reserve the right to withdraw the order. Verbal orders require our written confirmation to come into effect. Our order number must be specified in the order confirmation as well as in all correspondence.|
|2.2||We expressly reserve the right to demand changes to the deliverable in terms of design and execution from the contractor within reasonable bounds. If such a case occurs, the effects of these changes, especially additional or reduced costs as well as delivery dates, must be taken into account by mutual agreement and in a reasonable manner.|
|3.1||The prices agreed with the contractor are fixed prices and include dispatch, packing, transportation and insurance costs as well as import or export duties. We will accept additional claims only with an express written confirmation or an express written change in the purchase order.|
|3.2||Unless otherwise agreed in writing, we pay within 14 calendar days with a 3% discount or net within 30 calendar days. The payment due date will be calculated starting on the day on which the delivery or deliverable as well as the invoice have been received by us, or for a work contract, not earlier than on the day of acceptance. Our actions initiating payment will be definitive for our compliance with the payment due date. Receipt or acceptance of the deliverable has no connection with our payment in any way.|
|3.3||Payment will be made by bank transfer only.|
|3.4||If the deliverable is faulty, we are entitled to retain payment on a pro rata basis till proper fulfilment by the contractor.|
|3.5||If there is a delay in payment by us, the contractor can claim penal interest of maximum 5% p.a.|
|3.6||Assignment of receivables or debit mandates require our express consent.|
|3.7||The contractor is entitled to set-off rights, retention rights and the right to refuse performance only if his counterclaims are determined to be binding or are undisputed. In addition, the contractor is only entitled to exercise his right of retention to the extent to which his counterclaim is based on the same contract.|
|4.1||All the deadlines, including intermediate and individual deadlines, agreed for the services of the contractor are binding and must be met by the supplier. Deadlines shall only be considered to have been met if the deliverable is available on the agreed date at the agreed location. If the supplier recognises or has to recognise that fulfilment of the deadline is in jeopardy, he must immediately notify us as such in writing, while also specifying the possible date of delivery of the deliverable. Even if we agree to the new delivery date, our claims for delayed performance remain unaffected. This point, no. 4.1, holds good correspondingly for due dates, including intermediate due dates and individual due dates, which have been agreed for the performances of the contractor.|
|4.2||If there is a default by the contractor, then after a reasonable grace period that is granted has elapsed without any effect, we are entitled, at our discretion, to withdraw from the contract and/or to demand damage compensation instead of the performance.|
|4.3||The supplier shall ensure, if he has delivered production equipment to us, that he is in a position to deliver the equipment or parts of the equipment as spare parts on reasonable terms for a period of 15 years following the termination of the supply relationship.|
|4.4||The contractor can only effectively invoke force majeure if its occurrence is proved to us not later than 24 hours before the agreed delivery date in specific and detailed format in writing or by fax. If the notification is not forwarded by the time specified in sentence 1, then the contractor can only invoke a case of force majeure if the force majeure can be proved to have occurred within the 24-hour period and was the cause of the delay in performance.|
|4.5||The contractor always has to carry out the delivery himself. Delivery of performance by a third party (supplier/subcontractor) needs our previous consent.|
|4.6||The contractor undertakes to deploy, in the framework of the contract, only employees and third parties entrusted in conformity with number 4.4 for whom all legal registration, disclosure and submission requirements have been correctly fulfilled in time.|
|5.1||Unless otherwise agreed, delivery will be free at the risk of the contractor to the agreed receiving address. Number 7 remains unaffected.|
|5.2||The contractor will take back all the packaging material at his cost. The place of performance for the take-back obligation applicable as per Section 4 of the Packaging Ordinance is the place of fulfilment (number 12.2).|
|6.1||The deliverables of the contractor must conform to the documents on which the contract is based, with regard to the agreed execution, quality, colouring, quantity and our technical specifications as well as (with lower priority) the contractor’s own technical specifications.|
|6.2||We shall get all the documents that the contractor has to hand over or make available to us according to the contract (operating and maintenance manuals, documentation, calibration and test certificates, plans etc.) in German. The contractor will bear the cost of the agreed translations into other languages. The contractor shall be liable for correct translation.|
|7.1||If installation, assembly or other work contracts are a part of the scope of the contract for the contractor, the following applies: A formal acceptance is always necessary. It can only be carried out after a test phase has ended successfully. A fictional or conclusive acceptance, especially from commencement of use, is prohibited. The transfer of risk takes place no earlier than at the time of acceptance. Our contractual penalty claims on the contractor remain unaffected even if we do not express reservations related to them at the time of acceptance.|
|8.1||The contractor will undertake the warranty for his performance in accordance with the legal regulations. Over and above the obligations according to number 6.1, the contractor shall guarantee that his deliverables will have all the quality characteristics agreed in the contract as well as full functional capability.|
|8.2||A confirmation of payment or goods having been received do not represent approval.|
|8.3||We may return defective deliverables at the cost of the contractor. Notwithstanding the legal warranty claims, in cases where there is particular urgency and/or the threat of substantial damage, we are entitled to implement remedial performance in a manner that appears most suitable to us by way of fulfilment at the cost of the contractor.|
|8.4||The statute of limitations for our warranty claims for all deliverables of the supplier is uniformly 5 years, unless the law prescribes a longer period for the statute of limitations. The start of the statute of limitations depends on the legal regulations.|
|9.1||The supplier shall guarantee that his products are free of defects within the meaning of the Product Liability Act. If a claim is filed against us owing to a defect or error in the deliverable of the contractor for liability regardless of fault/absolute liability, especially from product liability, the supplier will indemnify us to the fullest extent even without proof of culpability.|
|9.2||The contractor is liable for measures that we take for damage prevention and damage limitation (such as product recalls).|
|9.3||The supplier shall take out indemnity insurance covering at least the value of the deliverable and produce it upon demand.|
|10.1||The supplier has a responsibility to always - even in cases of doubt - treat all our technical, commercial and personal processes and relationships (which are not in the public domain), which become known to him from and in the context of the contractual relationship with us, as business and operational secrets, to keep them confidential and ensure that they are not disclosed to unauthorised third parties (including family members or co-workers not concerned with the matter). The obligation of secrecy continues even after the contract has ended.|
|10.2||If there is a culpable infraction of the obligation to secrecy, the contractor is obliged to pay a contractual penalty of 5% of the net order value for every single and individual infraction, unless he is able to prove that we will suffer very little or no damage as a result of the infraction. In any case, we shall always be entitled to demand restitution for the actual damage incurred.|
|11.1||The contractor shall be liable for ensuring that his deliverable does not infringe any domestic or foreign industrial copyright. If there is an infringement of third party copyright through the use of the contractor’s deliverable, then at our discretion, either the contractor must procure, at his own cost, the right to use of the copyright object, or alter the deliverable in such a way that there is no infringement of copyright of the third party. Moreover, the contractor also undertakes to release us or our customers as the case may be from all damage compensation claims that result from an infraction of a domestic or foreign copyright from the use of his deliverable.|
|12.1||The deliverable becomes our property upon delivery. A declaration of extended ownership retention requires our written consent for it to be valid. If we make any parts, assemblies etc. available for completion of the supplied object, they remain our property.|
|13.1||Force majeure, operational disturbances over which we have no control, disorder, actions by government authorities and other circumstances beyond our control release us from the responsibility of timely acceptance for the duration of their existence. Notwithstanding our other rights, during such events as well as within two weeks after they have ended, we are entitled to withdraw partially or wholly from the contract, insofar as these events are not of an inconsiderable duration, and as a result, our requirement reduces substantially owing to the consequential procurement from other sources. The provisions in no. 13.1 also apply in case of industrial disputes.|
|14.1||German is the language for negotiation and the language of the contract. The language for execution of the contract is also German.|
|14.2||The place of performance for all performance responsibilities of the contractor is Augsburg.|
|14.3||If the contractor is a merchant, Augsburg is the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. This will apply regardless of the merchant attribute even if the contractor shifts his domicile or habitual residence to a foreign country or his domicile or habitual residence are not known at the time of filing a complaint. We are likewise also entitled to file the complaint at the general place of jurisdiction of the contractor.|
|14.4||All legal relations or legal actions resulting from and in the relationship between us and the contractor are subject solely to the law of the Federal Republic of Germany, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).|
1.1 Our General Terms and Conditions of Sale and Delivery (hereafter: GTC) shall apply exclusively to all contracts, including ancillary services, advisory services and information, which we, voxeljet AG, conclude in our role as seller, supplier and contractor.
1.2 Upon the placement of a purchase order/awarding of a contract on the part of the buyer or ordering party (hereafter: customer), our GTC shall be deemed as acknowledged and a part of the contract. Contrary or diverging customer terms are hereby expressly objected to. They shall only become a content of the contract in individual cases with our express consent. Our GTC also apply if we provide the service for the customer without reservations and in knowledge of any customer terms that oppose our terms or diverge from our GTC.
1.3 Our GTC shall only apply with respect to companies (§ 14 of the German Civil Code (BGB)), legal entities under public law or a special asset under public law in terms of § 310 Subp.1 Clause 1 BGB.
1.4 Our GTC also apply to all future contracts concluded with the customer as a seller, supplier and customer.
1.5 Individual agreements reached in an individual case with the customer (including collateral agreements, supplements and amendments) shall in all cases have precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the contents of such agreements.
1.6 All costumer’s legally relevant declarations and notifications relating to the contract (e.g. setting of deadlines, notifications of defects, declaration of cancellation or reduction), shall be made in writing, i.e. in the written form or in the text form (e.g. letter, e-mail, fax) in order to be valid. Statutory formal requirements and further certifications, in particular in case of doubt concerning the legitimation, shall remain unaffected.
2.1 Our offers are always indivisible, non-binding and subject to change without notice.
2.2 All of the documents that belong to our offers (e.g. letters, plans, drawings, calculations, illustrations, samples, test pieces, models, designs), which are provided to the customer or third parties attributable to the customer as part of the contract negotiations or the contract relationship, shall be non-binding. In addition, Number 11.1 shall also apply.
2.3 The scope of our service obligations is determined by our written order confirmation or delivery contract. The customer's order is only considered accepted once the order confirmation has been received or the delivery contract has been signed, or the goods are shipped. Change requests by the customer with respect to our order confirmation or delivery contract, regardless of the type, shall only become a content of the contract with our express confirmation.
2.4 All information regarding the suitability and possible applications of our services is provided to our best knowledge. However, this information is merely based on our experience values, which cannot be deemed as representing the agreed property or as guaranteed; they do not establish any claims against us. In particular, the customer shall not be released from the obligation to independently verify the suitability of our services for the purpose intended by him based on his own inspections.
2.5 Our services are performed according to the relevant German technical and legal provisions and standards in the version that applies on the date the contract is concluded.
2.6 We are entitled to use third parties as vicarious agents in fulfillment of the contractual services.
3.1 All offered and agreed prices shall be FCA (Incoterms 2010). The prices agreed by the parties for the contractual services also do not include insurance and taxes. All of the costs incurred by us for shipping, transport, packaging, import and export duties, insurance, taxes, acceptance and approval procedures required by government authorities or the customer, etc. will be invoiced separately to the customer.
3.2 Prices shall be exclusive of the applicable statutory VAT where applicable.
3.3 Our claims for payment relating to service activities (print molds and cast parts) are due for immediate payment upon receipt of our invoice by the customer and must be paid without deductions.
3.4 Subject to different individual agreements, our claims for payment relating to system activities (printing machines) are due for immediate payment 30 % upon signing of a contract, 60% upon receipt of our notification of the delivery date by the customer, 10 % upon the acceptance of the goods by the customer.
3.5 The timeliness of the customer's payment shall be determined by the date the payment is received. Cheques and drafts will only be accepted on account of performance. In addition, we only accept payments by draft if we have provided our prior written consent.
3.5 In the event our goods are provided or delivered more than six months following the conclusion of the contract, either by agreement or for reasons for which we are not at fault, and if our labor and/or material costs increase or decrease by more than 5% between the time the contract is concluded and the delivery/provision takes place, the agreed price shall change accordingly; to this end, the price calculation is based on a labor and material portion of 45% each, and a fixed price portion of 10%. If the price increases or decreases by more than 10%, both the customer and we may withdraw from the corresponding part of the contract.
3.6 We are entitled to demand partial payments/installment payments for partial services.
3.7 In the event the customer is in payment default, we are entitled to apply default interest of 9 % points above the three-month Euribor rate of the European Central Bank; the interest is calculated on the Euribor quotation of the day the payment is in default. We also reserve the right to assert additional damages.
3.8 In the case of justified doubts regarding the customer's ability to pay, voxeljet is authorized to demand security or withhold all or some of the outstanding services from this contract with the customer.
3.9 In the absence of longer limitation periods set by law, our claims for payment shall lapse 5 years after the end of the year in which the claim becomes due.
3.10 The customer shall only be entitled to rights related to offsets, holdbacks and refusal of service if his counter claims are legally valid and undisputed. In addition, the customer is only authorized to exercise a holdback right to the extent that his counter claim is based on the same contract relationship.
4.1 We are entitled to provide partial performance at all times, following a reasonable consideration of the customer's interests. We are entitled to deliver the entire or partial performance before the delivery date, with reasonable consideration of the customer's interest.
4.2 Deadlines or time limits can be bindingly and non-bindingly agreed upon. Deadlines or time limits indicated by or arranged with us shall be deemed to be non-binding, unless they have been expressly agreed as binding. Numbers 4.3 to 4.8 apply in situations in which binding deadlines or time limits have been arranged as an exception.
4.3 Time limits are no longer considered binding if the item or scope of the order is changed or expanded after the time limit has been agreed to.
4.4 Time limits begin at the earliest with the payment of agreed or required down payments or installment payments by the customer.
4.5 A time limit is adhered to if we have started with the performance of our services at its expiry or the goods have left our delivery plant/warehouse, or an availability notice has been submitted to the customer for contracts with ex delivery plant/warehouse deliveries.
4.6 Adherence to time limits on our part presumes the proper fulfillment of contractual obligations on the customer's part. In the case of default on the part of the customer, all time limits for services rendered by us shall be extended by the period of default plus a reasonable restart period. We may ask the customer to reimburse us for additional expenses caused by a delay for which the customer is responsible, in particular for the extended provision of personnel. Additional claims shall not be affected.
4.7 Time limits shall be extended in circumstances for which we are not at fault and in cases of force majeure (e.g. unforeseeable disruptions to operations, transportation or shipping, in the case of fire damages, flooding, unforeseeable lack of labor, energy, raw materials or ancillary materials, subsequent material shortages, import and export restrictions, strikes, lock-outs, official orders, epidemics, armed conflicts, riots and similar unforeseeable events which render provision of performance difficult or impossible for us or our suppliers or freight companies) of a temporary nature in accordance with the time period of the hindrance plus a reasonable restart period. We will immediately notify the customer of such hindrances to performance. The parties will subsequently coordinate the subsequent course of action.
4.8 In the event our deliveries are delayed for reasons that are within our control, the customer shall be entitled, following a reasonable written extension, which must normally be at least four weeks, to withdraw from the contract pursuant to the statutory provisions.
4.9 A withdrawal by the customer due to delay is excluded if we have started with the performance of our services at the end of the extension or the goods have left our delivery plant/warehouse, or an availability notice has been submitted to the customer for contracts involving ex delivery plant/warehouse deliveries.
5.1 The contractual products are provided on the basis of FCA (Incoterms 2010) at voxeljet’s premises for pick-up. We will notify the customer when the contractual products are ready for pick-up. The customer is required to pick up our goods within seven calendar days from our company’s premises following receipt of our invoice or notification of readiness for delivery.
5.2 Shipment of our goods shall only take place at the request, cost and risk of the customer. The selection of the shipping method shall be our responsibility, including a reasonable consideration of the customer's interests.
5.3 Upon express request and at the cost of the customer, we will also insure goods deliveries against theft, breakage, transport, fire and water damages as well as other insurable risks.
5.4 In the event the customer refuses to accept our performance at the end of a reasonable extension (acceptance delay), we are entitled to withdraw from the contract and demand damage compensation, without prejudice to further claims.
In the event the shipping or pick-up of our goods is delayed for reasons for which we are not at fault by more than one month following the notice of delivery readiness to the customer, we may store the goods at our own discretion and at the customer's risk and cost.
5.5 Customers are obliged to inspect our goods immediately following delivery for obvious transport losses, transport defects or damages, to determine objections in accordance with the conditions of the carrier in the presence of the driver, to document the same and provide us with written notification of the same immediately, but no later than seven calendar days after delivery. Customers are responsible for always performing the required formalities with regard to the carrier. If they fail to do so, any claims due to obvious volume differences, defects or damages to the contractual products shall be excluded. Number 7.3 shall not be affected by these provisions.
5.6 Packaging will only be taken back in line with the statutory obligations. If the customer is not a private end consumer in terms of sec. 3 subsect. 11 sentence 2 of the Packaging Regulation (Verpackungsverordnung), the disposal of sale packaging (sec. 3 subsect. 1 no. 2 Packaging Regulation) will be charged to the customer on the basis of cost. Packaging cannot be returned for shipments outside of Germany. Where packaging is not returned to us, any participation on our part in the assumption of disposal costs shall be excluded.
6.1 We shall retain title to all contractual products until such time as all claims from this contract have been paid.
Retention of title with regard to the customer shall also be maintained if we include the claims in an ongoing account (current account) and the balance is drawn and acknowledged (current account reservation). The transfer of risk as per Number 5 shall not be affected.
6.2 The customer must handle our goods subject to retention of title in a careful manner. He shall be obliged to sufficiently insure our goods subject to retention of title for the gross value and at his own cost against fire, water and theft damages. As a precautionary measure, the customer already assigns to us his claims for compensation from these insurance policies in the amount of the gross value of the goods. The assignment is hereby accepted.
6.3 The processing, combination and/or mixing of our goods subject to retention of title by the customer shall always be carried out on our behalf, without resulting in any obligations on our part. Where the goods are processed, combined and/or mixed with other items that do not belong to us, we shall assume co-ownership in the new item at the proportion of the gross value of the goods subject to retention of title to the other items at the time of processing, combining and/or mixing. Where the customer acquires sole ownership in the new item, it is hereby agreed that the customer shall transfer co-ownership to us in accordance with the gross value of the goods. In the event the customer acquires possession of the new item, he shall safeguard any sole or co-ownership thus obtained on our behalf. Safekeeping is provided by the customer at no charge. For the remainder, with respect to the goods resulting from processing, combining and/or mixing, the same shall apply as for goods delivered under retention of title.
6.4 In the event our goods subject to retention of title or items produced from the same are installed on the property of a third party in such a manner that our goods subject to retention of title become an integral part of the property, the customer already now assigns to us, in lieu of our ownership rights to the goods subject to retention of title, the customer's claim against his customer in the amount of the gross value of the goods for our installed goods subject to retention of title in order to safeguard our claims. The assignment is hereby accepted.
6.5 The customer is entitled to resell the goods subject to retention of title as part of proper business activities, as long as he continues to meet his obligations to us and the resale results in a payment claim that is at least equal to the customer's purchase costs. In the event of a resale of our goods subject to retention of title by the customer, the latter may only deliver the goods subject to retention of title to his customers under an effectively agreed retention of title until full payment has been submitted (forwarded retention of title), whereby the current account reservation agreed to in Number 6.1 shall not apply to the forwarded retention of title.
The customer hereby assigns to us all claims against his customer or third parties resulting from the resale of our goods subject to retention of title in advance, including any claims to which he will be entitled to in the future, in accordance with the gross value of our goods subject to retention of title. The assignment is hereby accepted. Where our goods subject to retention of title are processed, combined and/or mixed with items that do not belong to us, the assignment of claims shall only apply at the proportion of the gross value of our goods subject to retention of title to the value of the outside items that are also sold. Notwithstanding the assignment, the customer shall remain authorized to collect the claim. Our authorization to collect the claim on our own shall not be affected. However, we are obliged not to collect the claim as long as the customer properly meets his payment and other obligations to us.
In the case of payment default, suspension of payments and an application for insolvency regarding the customer's assets, the authorizations for reselling the goods subject to retention of title and collection of customer claims shall expire automatically. The customer is required to inform us of the assigned claims and their debtors at our request and also provide us with all information required for collection purposes and to hand over associated documents, particularly account books. A withdrawal from the contract is not required for the assertion of a retention of title.
6.6 In the case of customer actions that are in breach of contract, particularly in the case of payment default, we are entitled to take back our goods that have not yet been paid. To this extent, the customer shall not have any right to possession. Following the return of the goods, we are entitled to utilize of the same. The utilization proceeds is to be credited against the customer's liabilities less utilization costs. The customer is free to provide evidence that the utilization has resulted in unreasonably high costs. As a result, the customer shall not be responsible for the corresponding difference.
6.7 The customer is not permitted to pledge the goods subject to retention of title or assign them by way of security. Goods subject to retention of title delivered by us must be expressly excluded from any transfers by way of security for entire warehouse stocks.
6.8 In the case of compulsory enforcements, attachment or other interference by third parties with respect to our goods subject to retention of title, the customer is required to make reference to our retention of title and immediately notify us in writing, so that we can implement the required counter-measures. Where measures taken against compulsory enforcement, attachment or other interference are successful, the customer shall be liable for all court or out-of-court costs incurred by us, insofar as no other compensation is demanded.
6.9 In the event the goods subject to retention of title are delivered to a location outside of the Federal Republic of Germany or are moved to such a location by the customer, the following shall take precedence over Number 6.1 to 6.9: the customer is responsible for ensuring that our retention of title is effectively protected in the country in which the goods subject to retention of title are located or to which they are transported. Insofar as this requires specific actions (e.g. special identification or local registry entries), the customer will undertake these actions to our benefit and at his cost. In the event our participation is required, the customer will immediately notify us of this requirement. In addition, the customer will inform us of all significant circumstances that are important in achieving the most extensive protection of our property. In particular, the customer will provide us with all documents and information that is required to enforce our rights from the property.
In the event a retention of title cannot continue or be agreed at the location of the goods subject to retention of title, the customer shall be required to obtain for us a legal position that protects us in an equally effective and suitable manner.
6.10 If the realizable value of the securities exceeds our demands by more than 10 % then, at the request of the customer, we will release securities according to our choice.
8.1 Any damage compensation claims on the part of the customer, regardless of the legal reason, whether directly or indirectly associated with our performance/goods, shall be excluded. This shall not apply in cases of intent or gross negligence, of a lack of a guaranteed condition, of a breach of a cardinal contract obligation and, as far as we have mandatory liability in accordance with the Product Liability Law. Cardinal obligations are obligations the fulfillment of which enables the proper implementation of the contract and in the compliance of which the contract partner regularly trusts and may trust, hence the rights and obligations granted by the contract according to its contents and purpose.
8.2 Our liability for a breach of a cardinal contract obligation shall be limited to compensation of foreseeable damages that are typical for the contract, unless, we are compulsorily liable for other reasons in accordance with Number 8.1. Sentence 2.
8.3 We do not view damage compensation claims by the customer against us that are based on claims for breach of contract by the customer's customers or other provisions that go beyond statutory warranty as foreseeable and typical for the contract in the aforementioned sense. In each case we are entitled to provide proof of lesser damages.
8.4 Where damages are covered by insurance concluded by the customer for the relevant damage situation, our liability shall be limited to any disadvantages incurred by the customer in association with the damages, e.g. higher insurance premiums or disadvantageous interest rates up to the claims settlement by the insurer.
8.5 The preceding exclusions and restrictions of liability shall apply at the same scope in favor of our executive bodies, statutory representatives, employees and other vicarious agents.
We hereby advise that we store and process customer data that relates to the business relationship with the customer in terms of the Federal Data Protection Act (Bundesdatenschutzgesetz); the customer hereby provides his express consent.
If the contractual goods are delivered to a location outside of the Federal Republic of Germany or are transported to such a location by the customer, our services may be subject to export and import restrictions. The customer is solely responsible for ensuring that all applicable export and import control provisions are adhered to. The customer indemnifies us from all claims in the event we are taken to task due to the export/re-export of contractual products or services, regardless of the legal reason, and this situation is the customer's responsibility.
11.1 The customer is required to secrecy with regard to confidential information. Confidential information refers to all of our non-evident technical, business, personal and other internal processes and situations, which were already communicated to the customer in connection with the contract or which are disclosed during the term of the contract. The customer must treat this information as business or operating secrets and ensure that third parties (including family members and employees not involved in the matter) do not acquire unauthorized knowledge of this confidential information. This duty of confidentiality shall continue after the end of the contract as long as the information has not been made manifest.
11.2 Insofar as the customer is required to disclose confidential information in terms of Number 11.1 and Number 11.2 due to a statutory obligation or a legally valid official or court order, he will disclose only such confidential information that must be disclosed on the basis of the statutory obligation or order and further will endeavor, to the best of his ability, to ensure that the disclosed confidential information is treated in accordance with this agreement where possible. The customer will immediately inform us of this obligation in writing by fax or e-mail and at our request will assist us to protect the confidential information or have it protected through the courts, as much as possible.
11.3 We reserve ownership and all copyright-related rights of use and recovery for all documents (e.g. letters, plans, drawings, calculations, illustrations, samples, test pieces, models, designs) and confidential concepts and ideas that we provide to the customer or for which we pay. The documents, concepts and ideas listed in sentence 1 may not be ceded or otherwise be made accessible to third parties without our prior approval. The copying of such documents is only permissible in line with the requirements of the contract and in compliance with copyright provisions. In addition, the full documents must be returned to us at our request at any time, unless the customer requires the documents for the purpose of implementing the contract or using our deliveries/goods. No later than the time the contract is not awarded or following the end of the contract, the customer must return all of the documents without requiring a request in this regard, unless he requires the documents to use our deliveries/goods. Third parties who come into contact with the documents, concepts and ideas as intended, must be obliged accordingly by the customer. Any assertion of a holdback right with regard to the documents is hereby excluded.
11.4 In the event a customer culpably breaches the confidentiality obligation in Number 11.1and in Number 11.2, he will be required to pay a contract penalty of 5% of the agreed net counter performance, but at least EUR 20,000.00, Our right to assert additional damages shall not be affected.
12.1 Where the customer provides us with templates or data for our deliveries and performance, the customer hereby warrants that these templates/data and deliveries and performance rendered by us on that basis do not contain any grossly objectionable contents, breach statutory provisions or third-party rights (particularly industrial property rights of third parties based on property, brand, name, patent, work title or copyright laws).
12.2 In the event the templates/data provided by the customer for our deliveries and performance or our deliveries and performance rendered on that basis contain grossly objectionable contents, breach statutory provisions or third-party rights (particularly industrial property rights of third parties based on property, brand, name, patent, work title or copyright laws), we are entitled to (also partially) withdraw from the contract. The customer shall not derive any rights against us as a result of the withdrawal or the contract portion that is affected by the withdrawal. Where the customer is at fault for the withdrawal, the customer shall owe us compensation for all incurred costs and expenditures with regard to the contract portion affected by the withdrawal.
12.3 We are not responsible for templates or data that is provided to us by the customer for our deliveries and performance. In particular, we are not required to inspect the templates/data for possible breaches against morality, laws or rights. The customer hereby releases us from all penalties, damages, costs and claims for which he is at fault and which are asserted against us by government agencies or other third parties as a result of such breaches of morality or laws or breaches of third-party rights; the customer shall indemnify us against all claims and actions and will provide reasonable advance payments upon request.
12.4 We are neither able nor required to store or otherwise document the data provided to us by the customer for our deliveries and performance beyond the processing of the order. The customer shall be responsible for any required storage activities or other documentation for this data.
13.1 German shall be the language of negotiations and the contract. German shall also be the language used in the implementation of the project.
13.2 Augsburg shall be the place of fulfillment for all obligations that result from and in connection with the contract.
13.3 Augsburg shall also be the exclusive place of jurisdiction for all disputes that directly or indirectly result from the contract, as long as the customer is a merchant in terms of the German Commercial Code (HGB), a legal person under public law, or a special asset under public law. This also applies independently of the merchant characteristic if the customer moves his domicile or customary place of residence abroad or his domicile or customary place of residence is not known at the time the suit is filed. In all cases we shall also be entitled to file suit at the customer's general place of jurisdiction.
13.4 The business relationship between the customer and us from and in connection with this contract shall be exclusively subject to the law of the Federal Republic of Germany in exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG).