ModellTechnik Rapid Prototyping GmbH

General terms of business for deliveries as well as construction and programming services


I. Validity of the general terms of business
1. Inclusion, alternative conditions
These general terms of business apply to the entire contractual relationship including its transaction. They form the basis of all agreements and services. The terms of business are acknowledged when an order is placed or a delivery accepted.
Alternative conditions of the principal, which ModellTechnik Rapid Prototyping GmbH does not accept expressly in writing, are not binding, even if ModellTechnik Rapid Prototyping GmbH does not contradict them expressly.
2. Modifications
Modifications to the conditions are only valid if agreed in writing. This does not apply to agreements, which the general agent, authorised officers or senior executives of ModellTechnik Rapid Prototyping GmbH conclude with the principal. If specific, alternative conditions deviating from these are agreed in accordance with clause 1, the general terms of business are considered subordinate and supplementary.

II. Delivery times, payments and settlement dates
1. Delivery time
Delivery times are indicated in terms of weeks.
The term of delivery begins on the day the order confirmation is dispatched and is met when the tools or parts have left their respective production facilities before the end-date or if they can be shipped notice is given that the goods are ready for dispatch. If delivered early that time is relevant rather than the originally agreed time.
Correct and prompt delivery to ModellTechnik Rapid Prototyping GmbH or the production facilities by suppliers is subject to availability. Partial deliveries are permissible.
The delivery term is extended, even in the event of a delay in delivery, if unforeseen obstacles occur (e.g. disruption of business, interventions by the authorities, problems with energy supplies, delays in supplying essential raw or construction materials), which ModellTechnik Rapid Prototyping GmbH was unable to prevent despite exercising all due care to a reasonable extent given the circumstances. The extension also applies and to the same extent if the obstacles have affected our sub-contractors (and/or the production facilities).
The same also applies in the case of strikes and lawful lockouts. ModellTechnik Rapid Prototyping GmbH must notify the principal of such impediments immediately.
In any future amendments to the contract, which may affect the delivery term, it is extended to a reasonable degree, insofar as no special agreements pertaining to this have been concluded.
Our obligation to supply does not apply if the buyer is in arrears with a debt.
2. Payment and settlement dates
All payments are to be made in € (euros) exclusively to ModellTechnik Rapid Prototyping GmbH.
Our invoices are due within 14 days of the invoice date, net without deductions. If the agreed payment terms are exceeded, interest of 2 (two) percent above the German Bundesbank bank rate will be charged.
We reserve the right to refuse cheques and bills of exchange. Cheques and eligible bills of exchange are only accepted as conditional payment, while all costs associated with them are to be borne by the purchaser.
In any new business arrangements we reserve the right to request reasonable advance payment.
The buyer is only entitled to withhold payments or to offset any counterclaims, if these have been accepted in writing by ModellTechnik Rapid Prototyping GmbH or given legal status.
Any delay in settlement or threat to our claims due to a deterioration in the buyer’s creditworthiness entitles us to have all outstanding demands arising from our business relationship – regardless of the validity of any bills of exchange – met immediately or to demand collateral. In these cases we are also entitled to expedite outstanding deliveries only in return for advance payment or securities.
3. Prices
All prices are in euros plus the VAT applicable on the delivery day, unless nothing else has been agreed. They apply to deliveries ex works excluding freight, customs, import duties and packaging. This applies also in cases where transport is provided by ModellTechnik Rapid Prototyping GmbH.
Prices are subject to confirmation and do not include duty. Invoices reflect the prices applicable on delivery day.
If the standard cost factors (sales and transaction taxes, materials, wages, freight charges, energy costs, customs duties) change considerably after submitting the offer or confirming the order before delivery, ModellTechnik Rapid Prototyping GmbH and the purchaser will reach an agreement on adjusting prices and costs accordingly.
4. Packaging, dispatch and transfer of perils
The scope of delivery is specified in our order confirmation in writing.
Unless otherwise agreed, ModellTechnik Rapid Prototyping GmbH chooses the packaging, shipping method and route.
Even with freight free delivery the risk is transferred to the purchaser when the goods leave the supplier’s facilities. For delays to dispatch caused by the purchaser the risk is transferred once the dispatch note has been issued.
The purchaser may request in writing that the goods are insured against risks as defined by the purchaser and at his expense.

III. Retention of title
1. The items to be delivered (reserved goods) remain the property of ModellTechnik Rapid Prototyping GmbH until fulfilment of all claims against the purchaser arising from this business relationship.
2. While retention of title applies the purchaser is not permitted to pledge or use the goods as collateral and resale is only permitted to resellers in the normal course of business and only on condition that the reseller receives payment from his customer or makes the reservation that ownership is only transferred to the customer, when he has fulfilled his payment obligations in full.
3.a If the purchaser resells reserved goods, he assigns at that point to ModellTechnik Rapid Prototyping GmbH all rights to future claims arising from the resale against his clients with all subsidiary rights – including any demands for settlement – by way of security without any need for particular explanations subsequently. If the reserved goods are resold along with other items and a unit price has not been agreed for the reserved goods, the purchaser assigns to ModellTechnik Rapid Prototyping GmbH with priority over other claims the portion of the total price that corresponds to the price invoiced by ModellTechnik Rapid Prototyping GmbH for the reserved goods.
3.b When presenting evidence of a justified interest the purchaser must provide to ModellTechnik Rapid Prototyping GmbH the information required in order to assert his rights and hand over the required documents.
3.c The purchaser is authorised to collect the assigned claims arising from the resale until cancelled. If an important reason exists, in particular late payment, bankruptcy, commencement of insolvency proceedings, bill protest or if similar grounds exist that suggest the purchaser is insolvent, ModellTechnik Rapid Prototyping GmbH is entitled to revoke the purchaser’s authority to collect. Apart from this, ModellTechnik Rapid Prototyping GmbH, after giving prior warning to disclose the assignment for security or realise the assigned claims, may disclose the assignment for security while keeping to a reasonable deadline, realise the assigned claims and demand disclosure of the assignment for security by the purchaser to the customer.
4.a The purchaser is permitted to process, remodel or combine the reserved goods with other items. Processing, remodelling or combining is conducted for ModellTechnik Rapid Prototyping GmbH. The purchaser will store the new item for ModellTechnik Rapid Prototyping GmbH with the care of a prudent businessman. The processed, remodelled or combined item is considered reserved goods.
4.b When processing, remodelling or combining with other items not belonging to ModellTechnik Rapid Prototyping GmbH its co-ownership of the new item is a proportionate amount corresponding to the ratio of the value of the processed, remodelled or combined reserved goods to the value of the rest of the processed goods at the time they are processed, remodelled or combined. Insofar as the purchaser acquires sole ownership of the new item, ModellTechnik Rapid Prototyping GmbH and the purchaser agree that the purchaser cedes to ModellTechnik Rapid Prototyping GmbH co-ownership of the new item created as a result of being processed, remodelled or combined as a ratio of the value of the processed, remodelled or combined reserved goods proportional to the rest of the processed, remodelled or combined goods at the time they are processed, remodelled or combined.














4.c In the event the new item is sold, the purchaser hereby assigns to ModellTechnik Rapid Prototyping GmbH his claim against the customer arising from the resale with all subsidiary rights by way of security, without the need for further specific explanations. However, this assignment only applies to an amount equal to what ModellTechnik Rapid Prototyping GmbH has invoiced for the processed, reworked or combined reserve goods. Priority is given to satisfying the proportion of the claim assigned to ModellTechnik Rapid Prototyping GmbH.
5. In the event of culpable infringements of essential contractual obligations by the purchaser, in particular delay in payment, following a reminder ModellTechnik Rapid Prototyping GmbH is entitled to retract. The purchaser is obliged to surrender the goods. A retraction or assertion of retained title or garnishment of the delivery item by ModellTechnik Rapid Prototyping GmbH does not constitute withdrawal from the agreement unless ModellTechnik Rapid Prototyping GmbH would have declared this expressly. Following a prior warning, ModellTechnik Rapid Prototyping GmbH is entitled to dispose of the retrieved reserved goods and offset any outstanding expenses from the proceeds.

IV. Follow-up orders
Tools and data are stored for up to six months after the prototypes are supplied. The tools are then scrapped and the data deleted without notifying the customer.

V. Warranty and liability
1. Guarantee against material defects
If the work or delivery item is defective or if it is missing warranted characteristics, ModellTechnik Rapid Prototyping GmbH is obliged excluding further warranty claims by the principal, to supply a replacement or repair it.
If defects of this kind are detected, ModellTechnik Rapid Prototyping GmbH must be notified of them immediately, but in the case of identifiable defects no later than 10 days after receipt, with defects that are not identifiable immediately after they are identified.
If the repair is unsuccessful or if ModellTechnik Rapid Prototyping GmbH fails to provide a repair or replacement within a reasonable period the principal may choose between a price discount or cancellation of the contract.
2. Miscellaneous claims for damages
Claims for damages due to default, unenforceability, positive violation of contractual duty, culpa in contrahendo and unauthorised action are excluded, as long as they are not based on intent or gross negligence by lawful representatives or senior executives of ModellTechnik Rapid Prototyping GmbH.
In the event that essential contractual obligations (cardinal obligations) are infringed, liability persists.
As long as liability is not excluded according to clause 1, the amount of claims for damages due to a lack of warranted characteristics arising from initial inability, default, unenforceability, positive violation of contractual duty, culpa in contrahendo and unauthorised action is limited to typical and foreseeable loss or damage.
3. Right of retention, to withhold payment and set-off
The principal cannot refuse payment due to any counterclaims or withhold them or offset with counterclaims unless these counterclaims have been acknowledged by ModellTechnik Rapid Prototyping GmbH or legally determined.
4. Product liability
ModellTechnik Rapid Prototyping GmbH is then only liable for damage done to individuals by products if evidence is provided of the capacity as producer, the defect, loss or damage and the causality between defect and loss or damage. Criminal liability vis-à-vis the immediate customer only applies if a fault is proven in the form of intent or gross negligence, and only in the event that ModellTechnik Rapid Prototyping GmbH is the quasi or actual producer.
ModellTechnik Rapid Prototyping GmbH is not liable for loss or damage to immovable items, which occur while the goods are in the customer’s possession. Nor is ModellTechnik Rapid Prototyping GmbH liable for loss or damage to products manufactured by the buyer or customer or products of which these are an integral part.
Otherwise, liability claims arising from criminal product liability for other than personal loss or damage will only apply under the same conditions as with personal loss or damage. In the event of liability for damages responsibility only applies up to the amount of the foreseeable and typical loss or damage.
If third parties assert a claim for damages arising from product liability against one of the parties, the party affected must notify the other party of this immediately.
In the event that a contractual partner is sued by a third party, the other contractual partner, in the event that he is also sued, is obliged to have the lawsuit brought against him in the same court.
5. Limitation
Claims arising from warranties, positive violation of contractual duty and culpa in contrahendo are time-barred, insofar as ModellTechnik Rapid Prototyping GmbH has not maliciously concealed the defect, at six months. The limitation commences on receipt of the goods or delivery of the item.
The limitation of liability is also extended to the personal responsibility of our employees, workers, staff, representatives and assistants.

VI. Force majeure, strikes, lockouts
Delivery and performance obligations are extended to a reasonable degree if ModellTechnik Rapid Prototyping GmbH is prevented from fulfilling its obligations due to the occurrence of unforeseeable extraordinary circumstances (e.g. business disruption, intervention by the authorities, delay in the supply of essential raw and construction materials, energy supply problems), which despite reasonable care taken under the circumstances could not be avoided, insofar as delivery or performance does not become impossible. This applies regardless of whether the circumstances cited have occurred at the facilities of ModellTechnik Rapid Prototyping GmbH or in the event of tool deliveries of their sub-contractors (or production facilities).
If these circumstances make delivery or performance impossible, ModellTechnik Rapid Prototyping GmbH is free of the obligation to deliver or perform.
In the event of strikes and legal lockout delivery and performance times are extended to a reasonable degree, if delivery and performance are not impossible. If delivery or performance becomes impossible, ModellTechnik Rapid Prototyping GmbH is free of the obligation to deliver or perform.
If delivery times are extended in the abovementioned cases or if ModellTechnik Rapid Prototyping GmbH is free of the obligation to deliver or perform, any claims for damages and rights of withdrawal arising from this on the principal’s part do not apply.
If the abovementioned circumstances occur for the principal the same legal consequences apply as for his obligation to accept.
However, ModellTechnik Rapid Prototyping GmbH can only invoke the circumstances mentioned here if it notifies the principal immediately. If it fails to do so, the legal consequences in its favour do not take effect.

VII. Place of fulfilment, jurisdiction and applicable law
1. Place of fulfilment
The place of fulfilment for all obligations arising from this contractual arrangement is Waltershausen.
2. Jurisdiction
Exclusive jurisdiction for all legal disputes arising from this contractual arrangement as well as the commencement and validity of the contractual arrangement except for in the event of § 689 para. 2 of the civil process order (dunning procedure) is Waltershausen.
3. Applicable law
The contract is subject to the laws of the Federal Republic of Germany.

VIII. Concluding provisions
Should individual provisions be or become null and void, invalid or contestable, the other provisions remain unaffected and are to be construed or supplemented in such a way that the intended economic purpose is achieved as closely as possible in a legally permissible manner. This also applies to any potential gaps, which may need to be amended.
This buyer hereby agrees that we will use the data acquired from the business relationship with him for our own business purposes in accordance with data protection legislation.
Oral agreements, subsidiary arrangements and amendments require confirmation in writing to be valid; this also applies to a waiving of the written form.
We are entitled to amend these conditions from time to time. The amendments come into force when received by the buyer unless he contradicts immediately in writing. In such a case we can stop supply.