1. The contractual relationships between DREIGEIST Additive Intelligence oHG (hereinafter "DREIGEIST") and the clients, who are entrepreneurs within the meaning of § 14 BGB, are based exclusively on the following terms and conditions. Differing terms and conditions of the customer, even if known, are not part of the contract unless DREIGEIST has expressly agreed to their inclusion in writing beforehand. In the case of ongoing business relationships, these GTC also apply to all future transactions.
2. DREIGEIST's offers are always non-binding.
3. The subject of the offers made by DREIGEIST are in particular consulting services in the field of engineering, design and prototyping by engineers and technicians using the latest machines.
4. These General Terms and Conditions are deemed to be accepted when the order is placed, but at the latest when the service is used.
II. Conclusion of contract
1. By ordering a service, the client makes a binding declaration that he wants to use the service. He is bound by this declaration for two weeks. DREIGEIST is entitled to accept the contract offer contained in the order within two weeks of receipt. Acceptance can be declared in writing, electronically or by providing the service to the client.
2. As a matter of principle, only the description used by DREIGEIST is deemed to be agreed as the quality of the service. Public statements, promotions or advertising by DREIGEIST do not represent any contractual indication of the quality of the service.
3. The client will support DREIGEIST to the best of his ability in the implementation of the contractually agreed services and, in particular, provide the necessary data and access free of charge, as well as promptly review and approve inquiries and drafts from DREIGEIST.
4. The customer does not receive guarantees in the legal sense from DREIGEIST, manufacturer guarantees remain unaffected by this.
III. Performance Time and Obligation
1. The order confirmation submitted by DREIGEIST in writing or electronically is decisive for the scope, type and time of the execution of the order. Partial services by DREIGEIST are permissible. Changes to the type, time and/or scope of the service require a written agreement.
2. Events of force majeure, which make the fulfillment of a service or obligation significantly more difficult or impossible, entitle the affected party to postpone the fulfillment of this service or obligation for the duration of the hindrance and a reasonable start-up time. Labor disputes in the companies of the parties or labor disputes in third-party companies are equivalent to force majeure. If, due to the nature of the hindrance, it is not to be expected that the service will be provided within a reasonable time, each party is entitled to withdraw from this contract in whole or in part because of the part of the service that has not yet been performed.
3. DREIGEIST is entitled to use third parties and subcontractors to fulfill contractual obligations.
4. Unless otherwise agreed, DREIGEIST is entitled to perform before a specified delivery date. Likewise, unless otherwise agreed, a service by DREIGEIST that is up to a maximum of two weeks after a specified delivery date is not considered late.
5. Delivery times are deemed to have been met if DREIGEIST has started the service by the time they expire or if the customer has received notification of the readiness to perform. Subsequent changes to the contract extend the delivery times appropriately.
6. In the case of contracts whose fulfillment consists of several deliveries/services, non-performance or defective or delayed fulfillment of individual deliveries or services has no influence on other services/deliveries from the contract.
7. Default of payment, the application for the opening of insolvency proceedings, the acceptance of the asset information according to § 807 ZPO, any payment difficulties or the knowledge of a significant deterioration in the financial situation of the customer entitle DREIGEIST to deliver and
to stop services immediately and to refuse the fulfillment of current contracts. At the same time, DREIGEIST is entitled to claim claims against the
Customer to make due immediately.
8. DREIGEIST is not responsible for delays in performance that are based on a violation of the customer's obligations.
Terms & Conditions
1. All contractual payment obligations are to be fulfilled exclusively in EURO.
2. The prices are net prices and do not include statutory sales tax.
3. Invoices are payable within 14 days of the invoice date.
4. If the payment date is exceeded, default interest of 9% above the respective base interest rate in accordance with Section 247 of the German Civil Code will become due. The assertion
further damage caused by delay or other rights remain reserved.
5. Advance and installment payments do not bear interest.
6. DREIGEIST is entitled to issue partial invoices for the calculated fee and third-party costs as follows: 1/3 after the order has been placed, 1/3 after the concept
Presentation or after providing 50% of the agreed services, 1/3 after completion of the project.
In this respect, partial services do not have to be available in a form that can be used by the client and can also be used purely as a working basis on the part of DREIGEIST
7. If the implementation of the project is delayed for reasons for which the client is responsible, DREIGEIST can demand an appropriate increase in payment and appropriately postpone the agreed schedule. In the event of intent or gross negligence on the part of the customer, DREIGEIST can also assert claims for damages. The assertion of further damage caused by default remains unaffected.
8. In the event of unilateral change requests or cancellation of orders and other services by the client and/or if the conditions for the provision of services change, DREIGEIST will be reimbursed by the client for all costs incurred as a result; DREIGEIST is also released from any liabilities to third parties if the client is responsible for them.
9. The client is only entitled to offset or withhold payments if his counterclaim
is undisputed or legally established. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
IV. Prices, Payment, Terms of Payment
1. DREIGEIST will provide the services properly and professionally and in accordance with the individual orders.
2. DREIGEIST only assumes guarantees for the quality of the service if this has been expressly agreed.
3. Insofar as DREIGEIST provides contractual services, DREIGEIST does not owe any specific success. However, DREIGEIST will carry out such services with the diligence of a conscientious businessman and endeavor to achieve the desired goals.
4. The customer is liable to DREIGEIST for the freedom from property rights of third parties for the data and materials made available within the framework of the contract.
He releases DREIGEIST from any third-party claims and must compensate DREIGEIST for any damage resulting from a breach of this obligation.
V. Claims for defects
1. DREIGEIST is only liable for damages – for whatever legal reason – only at
b) gross negligence on the part of DREIGEIST, its legal representatives or its vicarious agents,
c) culpable injury to life, body and health,
d) Defects that DREIGEIST intentionally concealed or whose absence DREIGEIST guaranteed,
e) Defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items.
2. In the event of a culpable violation of essential contractual obligations, DREIGEIST is also liable for gross negligence and slight negligence. Liability for slight negligence is limited to the damage that was reasonably foreseeable at the time the contract was concluded, but no more than the amount of the order value. This also applies to secondary failures.
3. Due to errors and printing or transmission errors for which DREIGEIST is not responsible, which entitle DREIGEIST to contest, the client cannot claim damages as a result of the contest.
4. Further claims are excluded.
1. DREIGEIST is entitled to rights, in particular copyrights, to the work results achieved by DREIGEIST in fulfillment of the order. This also includes
the object and source codes as well as all associated documents in their respective development status.
2. Should a property right manifest itself at the client, the latter is obliged to grant DREIGEIST a spatially, temporally and locally unrestricted, free right of use for all known and future types of use.
3. DREIGEIST grants the customer the rights of use required for the execution of the contract for the duration of the corresponding contract. A transmission
the granted rights of use to third parties is only possible with the consent of DREIGEIST and after full payment of the agreed fee. No rights are granted to the know-how used, nor to the methods and procedures of DREIGEIST.
4. In the case of Internet services and multimedia productions, the release of source codes and open files is not part of the simple right of use. The release requires a separate agreement.
All claims of the client expire within twelve months. However, the statutory deadlines apply to claims for damages in accordance with Section VI No. 1.
1. The client guarantees that he has all the rights to the transmitted data and materials required to carry out the order. The customer releases DREIGEIST from all third-party claims that arise due to the violation of third-party claims or legal provisions during the execution of the order. Furthermore, DREIGEIST is released from the costs of the necessary legal defense.
2. Drafts and creation proposals from DREIGEIST are to be treated confidentially and may not be passed on to third parties.
3. All work results, whether in final form or as a draft (strategies, concepts, drafts, creation plans, designs, presentations and samples) that have been received by the client remain the intellectual property of DREIGEIST, unless the client is expressly informed further rights have been granted.
Additions and amendments to the agreements made, including these General Terms and Conditions, must be in writing to be effective.
VIII. Rights to material and immaterial work results
VII. Statute of limitations
IX. Property rights
XI. Duty of confidentiality
The customer undertakes not to disclose the content and scope of the information obtained as a result of the cooperation, which is not generally known, to third parties and to only use this information to carry out the order. This also applies to the content, structure and amount of payment agreements.
XII. Place of performance, place of jurisdiction, other agreements
1. Place of performance is Nuremberg.
2. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, according to §
38 ZPO agreed that the place of jurisdiction for all disputes between the customer and us is our place of business in Nuremberg. The same applies if the customer does not have a general place of jurisdiction in Germany. We are also entitled to sue the customer at the court responsible for his place of business or the place of the contracting branch.
3. The law of the Federal Republic of Germany applies. The provisions of the UN sales law do not apply.
4. Note according to the Federal Data Protection Act: The customer data required for order processing will be saved.
5. Should individual parts of the present terms of sale be legally ineffective, the effectiveness of the remaining provisions shall not be affected thereby.