Terms and Conditions
General Terms and Conditions (GTC)
- These terms and conditions apply exclusively. They are the basis for all relevant business relations between the Additive Works GmbH and its customers - including future ones and including pre-contractual negotiations. This is independent of the nature and scope of the business relationship.
- Customer-submitted differing, complementary or conflicting terms, even if advised by the Additive Works GmbH, will neither in whole or in part, become part of the contract, even if not explicitly refused in individual cases or services that are provided by the Additive Works GmbH.
§2 Quotes / Conclusion of Contract
- All quotes of Additive Works GmbH are non-binding, especially with regard to price, quantity, delivery and ancillary services, unless it is expressly intended something else in the proposal. Contracts come into effect only after written order confirmation or actual performance and are based solely on their content.
- Quotes given to the customer may not, in whole or partially, or in edited version be made available to third parties, as long as the Additive Works GmbH has not given written consent.
- Incurred commitments, agreements, assurances or warranties that staff members of the Additive Works GmbH give in connection with the conclusion of a contract are valid only after written confirmation of the Additive Works GmbH.
- Prior to contract conclusion, the customer has to check whether the specification of the ordered goods and / or services to his needs and wishes. The Additive Works GmbH reserves the right to, even after order confirmation, make minor adjustments to specification of its quotes, arising from i.e. technical or legal reasons as well as future demands of the market.
§3 Delivery and Service, Buyer’s Default of Acceptance
- The Additive Works GmbH may involve third parties in order to fulfill the commitments made.
- The contractual specifications on delivery and service times are only binding if these have been agreed on in writing to be binding. Decisive for compliance with delivery dates and deadlines is the date of dispatch from warehouse or factory.
- If the Additive Works GmbH has agreed to make advance performance and after contract conclusion receives information of circumstances that give possibility to significant deterioration in financial position of the customer or results likely, then the Additive Works GmbH can at its discretion either demand collateral within a reasonable time or partial payment against delivery. If this demand is not complied with by the customer, Additive Works GmbH is entitled to withdraw from the unfulfilled part of the contract. This should be understood in addition to possible further legal claims.
- If the customer is in default with the acceptance of the ordered goods, the Additive Works GmbH is entitled to withdraw from the contract after setting a grace period not exceeding 14 days. In case of withdrawal, the Additive Works GmbH is entitled to claim damages amounting to 25% of the contract, unless the customer can prove a lower or Additive Works GmbH prove a higher damage.
§4 Prices, Payment and Settlement
- Prices and other terms and conditions at the time of the contract apply according to the price list of Additive Works GmbH, unless agreed otherwise. The prices are to be understood as ex works or warehouse and are to be understood as a net price plus VAT and potential packaging, freight or delivery charges.
- The Additive Works GmbH is entitled to make price adjustments to an appropriate extent, provided that taxes or other extraneous costs that substantially influence the agreed price significantly change later than four weeks after conclusion of contract.
- The payment is due within 14 days after delivery or service without deduction, unless agreed to otherwise. The costs of payment transactions are to be borne by the customer. A retention or offset is applicable for the customer only insofar his counterclaims are legally effective and unchallenged.
- In case of exceeding the payment deadline, Additive Works GmbH calculates interest on arrears of 8% points above the current base rate, unless a higher rate has been agreed to. Additive Works GmbH reserves the right to claim further damages for delay.
- Incoming payments are used always for the oldest invoice due. The acceptance of checks and notes payable is always on account of performance only.
§5 Use of Software, Licenses
- All patents, trademarks and other ancillary copyrights to the supplied software belong exclusively to the Additive Works GmbH.
- The Additive Works GmbH grants the customer after full payment of the contract price a non-exclusive, non-transferable and non-sublicensable right to all work results prepared on the basis of the contract with Additive Works GmbH for the customer’s own, internal use. The temporal scope of this right of use is determined in the license agreement that applies.
- The right to make copies of the licensed object is limited to the installation of the licensed object to a computer system that is directly held by the client to fulfill the intended purpose of use, and to copying that is necessary for loading, displaying, running, transmitting and storing the licensed object as well as to the right to create a backup copy of the licensed object by person authorized under § 69d Abs. 2 UrhG.
- The delivered software may be used only to the extent of the ordered and paid for number of working stations and only for internal use. Further rights require separate written agreements. The disclosure, renting or lending of the software to third parties is expressly prohibited. Likewise, it is not permitted to use the software in a network, insofar as the use of the software in this way allows usage in excess of the number of purchased working station.
- The customer is obliged to take appropriate measures to prevent unauthorized access to the purchased software by third parties. Modification, editing, translation, reverse engineering as well as using the software as the basis of another software or publication are not permitted.
- The customer may not perform any reverse engineering, disassembly, decompile the Software or contract a third party to do so, unless such is allowed in accordance to § 69e para. 1 no. 1-3 UrhG and § 69e para. 2 no. 1-3 UrhG.
§6 Reservation of Proprietary Rights
- The Additive Works GmbH reserves ownership of delivered goods until full payment of the price. If the client is not an end-consumer, the above reservation applies until full payment of all claims that came into effect from the business relationships as well as claims arising.
- The reserved goods must be stored properly and professionally by the customer. Furthermore, they are to be sufficiently insured against risks of damage, particularly by fire, water, theft and unauthorized access. The customer assigns the respective claims of the respective insurance contracts with the conclusion of contract to Additives Works GmbH.
- In the event of late payment, likely cessation of payment or other breaches of contract by the customer, the Additive Works GmbH is entitled to arrange a return of the reserved goods at expense of the customer or to claim the reassignment of any claims the customer has against third parties to Additive Works GmbH.
- If reserved goods are used by third parties, the customer shall inform these third parties of the reservation of proprietary rights of the Additive Works GmbH and point this out without delay.
§7 Transfer of Risk, Defects Liability
- The software given out by Additive Works GmbH is essentially according to the product description. Warranty claims are not applicable in case of insignificant deviation from the agreed or assumed quality or minor disturbances for usability. Product descriptions are not guaranteed without prior written agreement. For updates, upgrades and new version supplies the warranty claims are limited to the new features of the update, upgrade or new version supplied, compared to the previous version.
- If the customer demands supplementary performance due to a defect, Additive Works GmbH has the right to choose between repair, replacement or compensation. If the customer of Additive Works GmbH, after a first unsuccessful time-limit, sets a further appropriate time-limit, and if this also passes without result, or if a reasonable number of subsequent improvements, provided replacements or replacement attempts have remained unsuccessful, the customer can to his choice either withdraw from the contract or reduce payments and demand damages or compensation, in accordance with the legal conditions. The supplementary performance can also have the form of the supply or installation of a new program version or a workaround. If the defect does not affect functionality or only in a negligible scope, Additive Works GmbH is under exclusion of further warranty claims entitled to remove the defect by delivery of a new version or an update in line with its version, update and upgrade planning.
- Defects are to be reprimanded by a comprehensible description of the error indications, as far as possible evidenced by written records, hard copies or other documents that illustrate the defects in writing. The notice of defects should enable the reproduction of the error. The customer’s legal inspecting obligations and the requirement to give notice of defects remain unaffected.
- The statute of limitations for warranty claims is 12 months. The period begins with delivery of the first copy of the licensed object including the user's guide. In the case of delivery of updates, upgrades and new versions this period begins again for each part with delivery.
- The customer examines the delivered goods immediately for any transport damage or other external defects, secures appropriate evidence and cedes potential claims of recourse to Additive Works GmbH with delivery of the respective documents.
- Claims for damages are subject to the restrictions of §8.
- If the defect is based on the defectiveness of a supplier’s product and this supplier is not working as an agent for Additive Works GmbH, but merely passes-through a third-party product to the customer on behalf of Additive Works GmbH, the warranty claims of the customer are initially limited to the ceding of warranty claims that Additive Works GmbH has against his supplier to the customer. This does not apply if the defect is attributable to improper handling of the supplier’s product by the customer. If the customer cannot assert his warranty claims against the supplier out of court, the subsidiary warranty for defects of additives Works GmbH remains unaffected.
- Changes or enhancements to the services or goods delivered, that the customer makes himself or orders a third party to do, void any warranty claims of the customer, unless the customer can prove that the change or extension is not causal for the defect. Additive Works GmbH also is not liable for defects that are caused by improper usage and operating conditions, or the use of unsuitable equipment by the customer.
- Additive Works GmbH may refuse subsequent performance until the customer has paid the agreed remuneration, reduced by the part corresponding to the economic significance of the defect, to Additive Works GmbH.
- If the customer claims alleged deficiencies against Additive Works GmbH, he is obliged to compensate Additive Works GmbH in the case of insubstantial notice of defects for resulting incurred effort (particularly expenditure of time). The basis of calculation is the price list of Additive Works GmbH in effect at the time of contract conclusion.
- The Additive Works GmbH is liable under this Agreement only in accordance with the following provisions in (a) to (e):
- The Additive Works GmbH has unlimited liability for damages caused by intent or gross negligence by the Additive Works GmbH, its legal representatives or executives as well damage caused intentionally by other agents; for gross negligence of other agents, the liability is determined according to the arrangements for slight negligence below (e).
- The Additive Works GmbH has unlimited liability for intentionally or negligently caused damages resulting from injury to life, limb or health by the Additive Works GmbH, its legal representatives or agents.
- The Additive Works GmbH is liable for damages due to lack of warranted characteristics up to the amount that was covered by the purpose of the guarantee and that should have been seen by Additive Works GmbH at the time of warranting.
- The Additive Works GmbH is liable for product liability damages in accordance with the provisions in the Product Liability Act.
- The Additive Works GmbH is liable for damages resulting from the breach of cardinal obligations by the Additive Works GmbH, its legal representatives or agents; cardinal obligations are the essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract conclusion and on whose fulfillment the customer may rely on. If Additive Works GmbH has violated these contractual obligations with slight negligence, its liability is limited to the amount which was predictable for the customer at the time of the respective execution.
- The Additive Works GmbH is liable for the loss of data only up to the amount which would have been incurred with proper and regular backup of the data for purpose of recovery.
- A further liability of Additive Works GmbH is excluded on the merits.
§9 Place of Fulfillment, Jurisdiction and Applicable Law
- Place of fulfillment are the headquarters of Additive Works GmbH.
- Place of jurisdiction is the seat of Additive Works GmbH. Additive Works GmbH remains free to file suit also at the customer's place of jurisdiction.
- All legal relations between the Additive Works GmbH and its customers are subject to the German law, that is complementary to these conditions. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
§10 Hours of Operation
- Unless other service times are agreed to contractually, the following periods are the operating times in line with the contractual obligations: Mon-Thurs 10:00-16:00 and Friday 10:00-14:00.
§11 Written form, severability clause
- An effective change or supplement to these terms and conditions requires written confirmation by the Additive Works GmbH. This is especially true for the amendment or repeal of requirement of a written form.
- Should one or more of these conditions be invalid or void after contract conclusion, the effectiveness of these terms and conditions shall remain unaffected. In place of the invalid or void conditions effective conditions that are closest to the economic objective of these terms and condition will come into effect.
General License Conditions of
Additive Works GmbH
Leher Heerstraße 173B
- Hereinafter called Additive Works –
- The purchaser or user of the software of Additive Works ("Customer") is asked to read these License Conditions on the entrusted computer program ("Contract Software") of the seller carefully before using the software.
- By using the Contract Software, the customer agrees to the provisions of the following conditions and the general terms and conditions (GTC) of Additive Works.
- The Contract Software is protected by copyright and confidential.
§1 Contractual Object
- The object of licensing is the granting of the computer program described in the software description ("Software Description"), which is handed over along with our offers/quotes, including the associated user documentation as well as the rights of use described in §2 and §3 of these General License Conditions. If a contract term is agreed on, this will be detailed in the offer and/or order confirmation. The hard- and software requirements are also specified in the Software Description.
- Installation and configuration services are not subject of the contract.
§2 Cession of Software
- The customer is responsible for providing an environment in accordance with the requirements in the Software Description.
- Additive Works reserves the right to provide future updates or upgrades of the Contract Software in its sole discretion.
- The customer is asked to report discovered errors or references to Additive Works by the communication paths announced to him.
§3 Granting of rights
- After full payment of the remuneration specified in the order confirmation has been made, the Customer receives a non-exclusive, non-transferable and non-sublicensable right to use the Contract Software in the scope specified in the order confirmation, the Software Description and these General License Terms at a single working place. If a contract term is agreed on, this right is limited to the contract term. Before full payment of the remuneration all disks, copies of the Contract Software and the user documentation are under retention of title. The contractual use includes the installation and loading, displaying and running the Contract Software.
- The release of information or comments with regard to the Contract Software requires the definite permission of Additive Works.
§4 Remuneration, Due date, creditability of the remuneration
- Remuneration and due date are shown in the order confirmation.
§5 Expiry of Licenses
- If a contract term is agreed on, the customers license expires on the contract term.
- The license also expires if the customer either draws non-conforming copies or gives away copies of the licensed software to third parties or violates the provisions of these General License Conditions in any other way.
§6 Warranty, Liability
- The warranty for any errors of the Contract Software as well as liability for damages resulting from errors of the Contract Software will be excluded to the extent permitted by applicable law.
- Additive Works does not warrant that the functions in the Contract Software meet the customer's requirements, that the operation of the Contract Software runs undisturbed and free of errors, that the Contract Softwar is compatible or runs with third-party software or that errors in the Contract Software can be corrected.
- The transfer of rights and obligations of a contract concluded with Additive Works to third-parties requires the written consent of Additive Works.
- The customer's general terms and conditions or other deviating terms do not apply.
- These General License Terms and all contracts concluded between the customer and Additive Works are subject to the laws of the Federal Republic of Germany. An application of the CISG is excluded. Place of performance is the registered office of Additive Works. Jurisdiction is at the discretion of Additive Works the registered office of Additive Works or the registered office of the customer.
- An effective amendment or supplement of these General License Conditions requires written confirmation by Additive Works. This is especially true for the amendment or repeal of this requirement of written form.