Glassomer GmbH

General Terms and Conditions (Allgemeine Geschäftsbedingungen) of Glassomer GmbH (project contract)
Part A:    General
1.    Scope / Object of agreement
1.1.    The following conditions apply to all - including future - services of Glassomer GmbH (hereinafter referred to as "GLASSOMER") towards its customers (hereinafter referred to as "customer") in connection with the individual creation of workpieces made of glass (hereinafter referred to as "workpiece"), which are produced by a 3D printing process.
1.2.     Employees of GLASSOMER are not entitled to make any agreements, ancillary agreements, individual guarantee assurances or assurances that deviate from these conditions, unless they are expressly authorized to do so or authorized by virtue of their directorship or general power of attorney.
1.3.     Insofar as GLASSOMER provides the services of a third party to the customer in accordance with the contractual provisions, the terms and conditions of the third party apply in addition to these services, presupposed that the customer was able to obtain reasonable knowledge from them prior to the conclusion of the contract.
1.4.     The goods and services offered by GLASSOMER in accordance with these provisions are exclusively intended for legal entities of public law, public-law special funds and entrepreneurs within the meaning of § 14 BGB, which means natural or legal persons or partnerships having legal personality, who are in the exercise of a commercial or self-employed activity. Only these are customers in terms of these terms and conditions. To this extent, GLASSOMER rejects the conclusion of a contract with a consumer under the terms of these provisions. The customer declares at the conclusion of the contract that he concludes the contract for purposes that can be attributed mainly to his commercial or self-employed professional activity.

2.    Contract structure
2.1.    Purchasing or terms and conditions of the customer are only valid if GLASSOMER has separately acknowledged them in writing. In any case, the following hierarchy of stipulations applies under the individual agreements:
    - Changes according to section 1.2.
    - These conditions
    - Terms and conditions of the costumer
In the case of contradictions or ambiguities, the first-named provisions always take precedence over the following provisions.
2.2.     For the preparation of an offer, the customer provides GLASSOMER with a specification or specified requirements of the workpiece to be delivered.
2.3     The specific performance obligations of GLASSOMER in relation to the workpiece are specified in detail in the offer of GLASSOMER. As a rule, the offer includes:
    - Scope of delivery and service description of the workpiece to be created
    - Volume of the service according to time or fixed price agreement
    - Start and end of service provision
- place of performance (if no separate place of performance is specified in the individual contract, the place of performance is the seat of GLASSOMER)
    - Concrete duties of cooperation of the customer
2.4.     Each Party shall appoint to the other party a controller who may provide the information necessary for the performance of the contract and may take or initiate decisions himself.
2.5.     The employees of GLASSOMER do not enter into an employment relationship with the customer, even when working in the customer's premises. The customer will only issue instructions to the contact person appointed by GLASSOMER with effect for and against GLASSOMER.

3.    Project schedule
3.1.     Unless otherwise agreed, the development of the workpiece takes place in a multi-stage process, whereby the parties assume a uniform contractual relationship.
3.2.     The customer provides GLASSOMER with detailed specifications that must be fulfilled by the workpiece.
3.3.     On the basis of this information, GLASSOMER then creates a specification sheet (hereinafter referred to as "planning concept") in which the individual performance requirements of the workpiece are described.
3.4.     The progress of the respective project presupposes the acceptance and release of the planning concept by the customer.
3.5.     After presenting and discussing the planning concept, the customer can only terminate the cooperation if the continuation of the contract is not reasonable for him. This is particularly the case if GLASSOMER cannot or does not intend to provide the services specified in the offer on a material point. In particular, there is no unreasonableness insofar as the situation has arisen due to new or changed performance requirements of the customer or due to omissions in his participation.
3.6.     § 651 BGB does not apply to this contract.
Part B:    Remuneration
4.     Basic rules of remuneration
4.1.     The type and amount of compensation for the services to be provided are specified in each case by GLASSOMER. Depending on the agreement, the services rendered will be remunerated on a fixed or time basis.
4.2.     Insofar as compensation is paid on the basis of hours worked or person-days, the hourly rates of GLASSOMER shall apply in accordance with the offer, otherwise the usual prices of GLASSOMER.
4.3.     If the services are to be remunerated according to expenditure, the information in the offer merely represents estimates. The actual expenditure incurred must be remunerated.
4.4.     The travel, meal and accommodation costs for the activities of GLASSOMER and other vicarious agents on site at the customer's premises (for example at the head office or at branch offices) are reimbursed by the customer. Accommodation costs will be refunded to GLASSOMER at a proven rate. Compensation for additional meals will be charged in accordance with the maximum tax rates. Likewise, GLASSOMER will be replaced upon use
    - the train: travel costs 1st class,
    - of the car: € 0.30 for each kilometer driven.
    - of the aircraft: Economy -Class
    The choice of means of transport remains reserved to GLASSOMER.
4.5.     Travel times are reimbursed at half the normal hourly rate.
4.6.     The billing by time takes place every quarter of an hour.

5.    Invoice / due date
5.1.     GLASSOMER will charge the compensation for its services promptly after the service.
5.2.     Payments must be made within 14 working days from the due date of the claim and receipt of the invoice. In the event of a disagreement, the undisputed partial amount must be paid out.
5.3.     For fixed price orders, the invoice will be provided after acceptance or during final and contractual service provision by GLASSOMER. GLASSOMER is entitled to demand installment payments. The regulation of the individual case (esp. The amount of the installment payments, the due date of the installment payment) will be made in the offer.
5.4.     VAT is charged separately at the VAT rate applicable at the time of the service. This does not apply if the turnover is exempt from VAT.

6.     Assignment / Right of Retention / Offsetting
6.1.     Except in the area of § 354 a HGB, the customer can assign claims from this contract only with the prior written consent of GLASSOMER.
6.2.     The customer may only offset against claims of GLASSOMER with undisputed or legally established claims.
6.3.     The customer can only assert a right of retention if the relevant claims against GLASSOMER are undisputed or legally binding. The right of retention can be asserted by the customer only for counterclaims from this contractual relationship.
Part C:    Organization
7.    Project management and cooperation
7.1.     GLASSOMER takes over the planning, implementation, control and documentation of the entire project. The customer is involved in the scope of paragraphs 7-14.
7.2.     Each contracting party provides the other contracting party with information on the status and progress of the services upon request. Each party informs the other immediately about concerns about the services, contributions and contributions made and about the future development of the project.
7.3.     The customer will provide GLASSOMER with comprehensive, expert and timely support in the project. He will release qualified staff adequately from other activities in favor of the project. He delivers the supplies in due time. He tests all services promptly and thoroughly, especially before assumption of productive use. The customer ensures any necessary data backup.
7.4.     If a data transfer by GLASSOMER is due, the customer provides data for the data transfer in a standard data format specified by GLASSOMER. The customer is responsible for the correctness and transferability of the data.
7.5.     GLASSOMER can also provide services by means of remote data transmission, whereby the concrete method and the necessary encryption of GLASSOMER are coordinated with the customer.

8.    Protocols
GLASSOMER writes a protocol of every project meeting to record key points of discussion and all decisions taken. GLASSOMER immediately leaves the protocol to the customer. The protocol becomes binding if the customer does not contradict in writing within five working days after receipt of the protocol with its own formulation proposal. The opposition will then be negotiated in the next project meeting. For changes to this contract and for changes in performance, section 23.1 applies.
9.    Subcontractors
9.1.     GLASSOMER is entitled to use subcontractors. The same rules apply to subcontractors and their employees as to GLASSOMER.
9.2.     GLASSOMER will also oblige subcontractors to comply with legal and other legal provisions and these contract terms.
10.    Course of the project / time of performance / force majeure
10.1.     The dates regulated in this contract and the offer are non-binding, unless they are expressly designated as binding.
10.2.     Labor disputes that GLASSOMER cannot prevent or stop with reasonable effort, force majeure or other circumstances beyond GLASSOMER's control that prevent GLASSOMER from fully rendering the service on time, are hampering current deadlines. Performance-inhibiting events such as those mentioned must be reported to the customer immediately. Adding to the inhibition period is also a reasonable time for the resumption of the contractual services. A right of the customer to terminate the contract exists in such cases only insofar as the continuation of the project is unacceptable for him, even taking into account the interests of GLASSOMER.
10.3.     If a contracting party thinks that the project continuity is hindered by a non-fulfillment or poor performance on the part of the other contracting party, it shall immediately inform this by giving a precise description of the facts in text form.
10.4.     GLASSOMER can demand that the respective status of the project can be determined, by clearances of the customer in text form, as contractually agreed. This statement may be recorded in a separate declaration by the customer or included in a report pursuant to paragraph 8.
11.    Service changes
11.1.     The contracting parties agree that changes to the contractual services may be required during the term of the contract due to changing framework conditions.
11.2.     Both contracting parties are entitled to request the other contracting party to discuss and negotiate changes to the agreed services (changes in services, reductions and supplements - "change request"). Both contractual partners are obliged to engage in serious consultations and negotiations upon request. The contracting parties agree that a change request does not result from the specification or detailing of an existing requirement.
11.3.     By the time the contracting parties have agreed in writing on the change request, the contracting parties will render their services as if the change request had not been pronounced, unless otherwise agreed in writing. This also applies if the contracting parties finally fail to reach an agreement on the change request.
11.4.     Insofar as the customer wishes to implement a change request, GLASSOMER will check whether the desired change request is feasible and will inform the customer as soon as possible in writing about the effects that are expected to arise, in particular with regard to the costs and the agreed timetable. The result of the examination therefore contains the following statements in the offer to be made:
- a detailed description of the functional changes in performance;
- a description of the possible effects on the function of the overall system as a whole;
- A description of the effects on the previously defined scope of services and the costs (additional or reduced costs).
- A description of the impact on the agreed dates.
- Specification of an offer binding period, which should not be less than 14 days.
11.5.     In return for the compensation of the downtime, the customer can demand the partial or complete interruption of the service by GLASSOMER until agreement has been reached by means of a change request. Any agreed dates will be extended accordingly by the downtime and by the time required by GLASSOMER to organize the resumption of work after an interruption and to make the necessary resources available again.
11.6.     GLASSOMER may, for elaborations according to section 11.4. demand reimbursement of the expenses incurred for the hourly rate agreed in accordance with the GLASSOMER offer. If no hourly rate is agreed, the usual hourly rate of GLASSOMER applies. The parties assume that for a change request a maximum of 2 man days processing time are incurred. GLASSOMER can only demand a higher expenditure if this expenditure has been previously released by the customer.
11.7.     The contracting parties will specify the desired changes in text form in an amendment agreement signed by both parties. If no agreement is reached on the change request, the contracting parties, unless they otherwise agree, will perform the services in accordance with the agreements originally agreed. This also applies if the contracting parties cannot reach agreement on the payment.
12.     Acceptance for works contract services
12.1.     GLASSOMER makes the contractually prepared workpiece available for acceptance. The acceptance procedure for the individual services of GLASSOMER is as follows:
12.2.     Acceptance of the planning concept
The acceptance of the planning concept shall be deemed to have been granted within 14 days of the release of the planning concept and notification by GLASSOMER in writing that the planning concept can be accepted if the result of the work essentially corresponds to the agreements of the contracting parties (§ 640 para. 1 p. 3 BGB) unless the customer objects to the acceptance by stating at least one defect.
12.3.     Acceptance of the workpiece
The acceptance of the work is valid within 14 days after release of the act and notification of the GLASSOMER in text form, that the workpiece can be accepted, if the result of work corresponds to the agreements of the contracting parties (§ 640 Abs. 1 S. 3 BGB) unless the customer objects to the acceptance by stating at least one defect.
12.4.     GLASSOMER may request the writing of a protocol to be signed by both parties confirming compliance with the acceptance criteria and accompanied by the test data, test scenarios, test cases and test results used and the list of non-accepted failures.
12.5.     Once components or partial results are used by the customer in a permanently productive manner, they are deemed to have been accepted, unless the production takes place for the purpose of damage reduction and the customer has previously indicated that the production takes place for this purpose.
12.6.     If different dates for completion have been agreed for individual work performances or parts of the work completed in itself, the acceptance test is limited to the partial performance (partial acceptance). Insofar as the success of the work performed owes to the interaction of individual partial services, the acceptance of the last partial service by an acceptance test, in which all partial services are included, determines the contractual cooperation of the partial services (final acceptance).
12.7.     The acceptance may not be refused because of deviations or errors, which are the responsibility of the customer. The obligation of GLASSOMER to repair the warranty remains unaffected.
13.    Complaints and troubleshooting
13.1.     Customer shall promptly and thoroughly examine all deliveries and services submitted for acceptance or repair and shall notify GLASSOMER of any errors found immediately after discovery. The provisions of the Commercial Code (HGB) remain unaffected. The notification of a deficiency can first be made orally. However, it must be repeated in text form at the latest on the next working day and must describe the facts alleged as errors as accurately as possible (error message). GLASSOMER may oblige the customer to use a customer support software specified by GLASSOMER for the complaint.
13.2.     The customer supports GLASSOMER in the warranty period according to the rules of this contract in the clarification and removal of the error. Unless there is a defect in the performance of GLASSOMER, such as a malfunction or system environment problem, GLASSOMER will be remunerated according to GLASSOMER's agreed or usual hourly rates for its work in connection with the error message.
13.3.     GLASSOMER is entitled to multiple rectification of material defects. For individual defects, up to three repair attempts may be necessary.
13.4.     The customer must assist GLASSOMER with the elimination of defects (for example, by switching off individual machines) and take precautions in the event that the elimination of defects cannot be carried out on time.
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Part D:     Rules of law
14.    Rights to copyrighted works; raw Data
14.1.     Unless otherwise agreed by the parties in writing, GLASSOMER grants the customer of copyrighted works (eg language works, software or technical drawings), which GLASSOMER creates or provides individually for the customer, an unrestricted, unlimited right of use for agreed purpose of usage. The processing right will not be transferred unless the parties agree otherwise.
14.2.     As long as the customer is granted only a simple right of use, GLASSOMER is entitled to make the works available to other customers as well.
14.3.     The granting of rights to works protected by copyright takes place with the full payment of the remuneration for these works. Previously, the customer only has a simple contractual right to use the works, which can be terminated by GLASSOMER at any time.
14.4.     Raw data will only be made available to the client if the processing right has been granted to him (if applicable, for a separate fee) or if the parties have agreed otherwise. Under raw data, the parties understand source data, i.e. files in which the levels, graphics or texts can be changed.
15.     Retention of property
15.1.     If GLASSOMER assigns ownership of the work or a certain number of workpieces under the contract, ownership of the workpieces remains with GLASSOMER until all claims of GLASSOMER have been settled. In case of breach of contract by the customer, including late payment, GLASSOMER is entitled to take back the contract system.
15.2.     The customer must treat the property of GLASSOMER with care, adequately insure it and, if necessary, service it.
15.3.     As long as ownership of the contractual system remains with GLASSOMER, the customer shall inform GLASSOMER without delay in writing if the contractual system is encumbered with rights of third parties or is subjected to other interventions by third parties.
15.4.     The customer is entitled to resell the contractual system subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to GLASSOMER all claims arising from such resale, whether this occurs before or after any processing of the contractual system delivered under retention of title. Irrespective of the power of GLASSOMER to collect the claim itself, the customer remains authorized to collect the claim even after the assignment. In this context, GLASSOMER undertakes not to collect the claim as long as and, to the extent that the customer meets its payment obligations, in respect of which the customer has not filed an application for insolvency or similar proceedings and there is no suspension of payments.
15.5.     Insofar as the securities set out in section 15.1. until 15.4 exceed the claims by more than 10 %, GLASSOMER is obliged to release the securities after selection of GLASSOMER at the request of the customer.
16.    Third-party rights
16.1.     GLASSOMER provides the services free from such third party rights that are in conflict with this agreement. If third parties raise opposing claims, the contracting parties inform each other immediately and in writing. The contractors keep each other fully informed and coordinate each approach.
16.2.     Third party rights must be immediately corrected by GLASSOMER. Instead, GLASSOMER can replace the affected area with equivalent performance that is acceptable to the customer and free of any rights in breach of contract. The liability of GLASSOMER is governed by section 18. Otherwise, the statutory provisions apply.
17.     Liability of GLASSOMER
17.1.     GLASSOMER is liable to the customer only for intentional or grossly negligent damages. This does not apply if material obligations of the contract are violated by GLASSOMER. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on the compliance of which the contractual partner regularly trusts and can rely.
17.2.     In case of slight negligence GLASSOMER shall not be liable in the event of pecuniary damage with regard to indirect damage, in particular consequential damage, unforeseen damage or untypical damage as well as loss of profit.
17.3.     A legally prescribed no-fault liability of GLASSOMER - in particular a liability according to product liability law as well as a legal guarantee liability - remains unaffected by the above limitations of liability. The same applies to the liability of GLASSOMER for culpable injury to life, limb or health.
17.4.     The limitation of liability or exclusions according to clauses 17.1. until 17.3. shall also apply to the personal liability of employees, representatives, organs and vicarious agents of GLASSOMER, insofar as these are claimed directly.
18.     Liability of the costumer
18.1     The customer guarantees that he is fully authorized to dispose of the materials supplied by him (e.g. graphics, technical drawings, texts) and insofar the contents are free from all rights of third parties, including any personal rights. In particular, the customer guarantees to have all copyright, license and evaluation rights required for the production or processing.
18.2.     The customer indemnifies GLASSOMER from claims of third parties that are raised in connection with the contractual exercise of GLASSOMER's rights and powers granted by this agreement with regard to the materials and works provided by the customer. Reimbursable costs include the reasonable costs of legal defense which GLASSOMER should incur in the defense of third party claims. However, GLASSOMER will inform the customer immediately of legal defense measures to be taken. GLASSOMER may only make comparisons in such disputes with third parties after consultation with the customer. Otherwise, GLASSOMER bears all costs of the dispute itself.
19.     Limitation
19.1.     The limitation period is
- one year for claims from material defects.
- two years for claims of defects of title.
- For other claims for damages or reimbursement of futile expenses for two years, starting from the time when the customer became aware of the circumstances giving rise to the claim or had to obtain them without gross negligence.
19.2.     Incidentally, the beginning of the limitation period is determined by the statutory rules.
19.3.     The limitation begins at the latest with expiry of the maximum periods specified in § 199 BGB.
19.4.     In case of damage and reimbursement of expenses due to intent, gross negligence, guarantee, malice, injury of life, body and health as well as claims under the Product Liability Act (Produkthaftungsgesetz), in deviation from clause 19.1. always the statutory periods of limitation apply.
20.    Confidentiality
20.1.     In connection with the initiation and execution of this Agreement, the Parties mutually grant access to non-public, confidential information and data. To protect the confidentiality of such information and data, the parties agree to the confidentiality obligations set out below.
20.2.     For the purposes of these Rules, "Confidential Information" means all information and data that is not freely accessible and all trade and business secrets that the respective disclosing party makes accessible to the receiving party in which form the respective information s made accessible (e.g. electronically, orally or in paper form) or whether an information is expressly referred to as "confidential" or "protected by law". Confidential information of the disclosing party is in particular its business and trade secrets, such as their know-how, unpublished business planning information and non-public information and product planning data, technical developments, unpublished financials, customer, supplier or employee data, production data, research results, inventions, methods and procedures, company-specific business processes, designs, specifications, the source code of computer programs and any other information, data and documents that are usually considered confidential or proprietary.
20.3.     Not confidential information within the meaning of these confidentiality agreements shall be deemed to be information of the respective disclosing party
- are already in the possession of the receiving party without any obligation of secrecy before the receiving party has received the relevant information from the disclosing party;
- are generally accessible to the public without breach of a duty to maintain secrecy at the time of publication or become publicly available without breach of confidentiality;
- are disclosed to the receiving party by third parties lawfully and without any obligation of secrecy;
- have been or are being developed by the receiving party independently and without breaching this secrecy agreement;
- be released from the duty of secrecy by written declaration from the disclosing party to the receiving party.
20.4.     Confidential information of the disclosing party may only be used by the receiving party for the purpose of initiating and implementing this agreement. Any further use requires the prior written consent of the disclosing party. All Confidential Information transmitted or disclosed by the disclosing party to the receiving party remains the property of the disclosing party unless otherwise agreed in writing.
20.5.     The parties mutually undertake to keep Confidential Information of the other party secret and to protect it by appropriate measures against unauthorized access and unauthorized knowledge of third parties. The requirements for the content and scope of the protective measures depend on the respective type of information and, moreover, on the protective mechanisms generally applicable to comparable information, insofar as no further protection mechanism is required by law. Third parties within the meaning of this confidentiality agreement are not employees of the receiving party or employees of affiliated companies as defined in § 15 Aktiengesetz of the respective receiving party, provided the employees concerned have access to the confidential information due to the organizational structure of the receiving party. The precondition for this right of access, however, is that prior to access, the relevant employees have been instructed in the handling of confidential information and have been required to keep such information secret in writing in an appropriate manner. The receiving party is entitled to make confidential information of the disclosing party available to its tax advisers, auditors and lawyers to the extent necessary for the respective advisory and audit engagement.
20.6.     If the receiving party is obliged by court or administrative binding order or decision to disclose confidential information of the other party or to surrender it to third parties, the disclosing party shall be informed by the receiving party without delay. The obligation to notify arises as soon as the receiving party becomes aware of the initiation of such a procedure. In the procedure for the withdrawal or disclosure of confidential information, the receiving party will seek to limit the judicial and administrative decision to what is strictly necessary.
20.7.     Unless agreed otherwise in writing in individual cases, confidential information that is available to the receiving party in paper form, electronically or in any other form, must be returned to the disclosing party immediately upon first request. Any copies must be deleted on all storage media and the implementation of the measures must be confirmed in writing to the disclosing party upon request. Exceptions to this are copies of confidential information, which the receiving party is required to retain for legal retention periods. These copies must be unsolicited and completely deleted no later than 30 calendar days after expiration of the retention period. At the request of the disclosing party, the cancellation must be confirmed in writing.
20.8.     Termination of this agreement, for any reason whatsoever, is without prejudice to the parties' confidentiality obligations hereunder with respect to any confidential information that has been exchanged or made available during the term of this agreement. For them, the rights and duties of secrecy defined here for a period of 5 years after the end of this contract shall survive after the contract.
20.9.     If the receiving party breaches the obligations of the disclosing party under paragraphs 20.4. to 20.6., the receiving party has to pay the disclosing party a contractual penalty for each breach of duty, waiving the plea of continuity. The penalty shall be at its reasonable discretion. Decisive for this is the importance of the injured duty, the disadvantage of the disclosing party (also the intangible disadvantage) and the degree of breach of duty and the fault of the receiving party. If the contractual partners do not agree despite their efforts to unify, the disclosing party may determine the amount (§ 315 BGB), the amount of which will be reviewed by the competent court in case of dispute.
21.    Data protection
21.1.     The contracting parties observe the data protection regulations.
21.2.     The contracting parties assume that GLASSOMER will not process any personal data on behalf of the customer in connection with the project (Art. 28 et ff. DSGVO). Insofar as such processing is nevertheless carried out on behalf of the customer, GLASSOMER will only use the personal data within the scope of this contract or other written instructions of the customer and in accordance with the data protection regulations.
21.3.     Upon written request of the customer the contracting parties conclude an agreement on the contract data processing according to § 28 DSGVO, as far as this is necessary according to the legal regulations. In this case, GLASSOMER has the right to propose a contract data processing agreement.

22.     Final provisions
22.1.     Changes to the contracts, changes in service (see Section 11), resignation and notice of termination must be in writing. For performance-defining specifications and project-related agreements, the definition in a protocol according to section 8 suffices. The fax and e-mail suffice as text form. These formalities can only be repealed or amended in written form.
22.2.     For the contractual relationship, the law of the Federal Republic of Germany (Recht der Bundesrepublik Deutschland)  under exclusion of the UN Sales Convention (UN-Kaufrecht).
22.3.     If the customer is a merchant, a legal entity under public law or a public special fund within the meaning of § 38 ZPO or has no general jurisdiction in Germany or the customer, after conclusion of the contract, his residence, habitual residence or registered office relocated abroad or unknown, exclusive jurisdiction is the seat of GLASSOMER.
22.4.     The place of performance for all rights and obligations arising from this contract, does not affect the validity of the remaining provisions.