Conditions
General Conditions of Sale
1. Scope of Application
All supplies and the services associated with them shall be provided exclusively on the basis of these General Conditions of Sale. References made by Buyer to his general terms and conditions are hereby rejected. These General Conditions of Sale shall also apply to all future business. Deviation from these General Conditions of Sale require the explicit written approval of BASF 3D Printing Solutions GmbH (hereinafter “B3DPS”).
2. Offer and Acceptance
B3DPS’ quotations are not binding offers but must be seen as invitations to Buyer to submit a binding offer. The contract is concluded by Buyer’s order (offer) and by B3DPS’ acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer of B3DPS.
3. Product quality, specimens and samples; guarantees
3.1
Unless otherwise agreed, the quality of the goods and services is exclusively determined by B3DPS’ specifications. Identified uses under the European Chemicals Regulation REACH relevant for the goods shall neither represent an agreement on the corresponding contractual quality of the goods nor the designated use under this contract. Changes and/or additions to the quality or scope of the service after conclusion of the contract must be agreed in writing.
3.2
The properties of specimens and samples are binding only insofar as they have been explicitly agreed to define the quality of the goods and services.
3.3
Quality and shelf-life data as well as other data constitute a guarantee only if they have been agreed and designated as such.
3.4
B3DPS is entitled to use subcontractors for the performance of the services.
4. Advice
Any advice rendered by B3DPS is given to the best of his knowledge. Any advice and information with respect to suitability and application of the goods and services shall not relieve Buyer from undertaking his own investigations and tests.
5. Prices
5.1
If B3DPS’ prices or B3DPS’ terms of payment are generally altered between the date of contract and dispatch, B3DPS may apply the price or the terms of payment in effect on the date of dispatch. The prices for services refer to the provision of services at the designated location and do not include any applicable taxes and/or duties. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to B3DPS within 14 days after notification of the price increase.
5.2
If travel and accommodation costs are incurred in connection with the provision of services, B3DPS will invoice the Buyer for these costs unless otherwise agreed.
6. Delivery
Delivery shall be effected as agreed in the contract. General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded.
7. Damage in Transit
Notice of claims arising out of damage in transit must be lodged by Buyer directly with the carrier within the period specified in the contract of carriage and B3DPS shall be provided with a copy thereof.
8. Compliance with legal requirements
Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods. If the Buyer’s place of execution of services is abroad, the customer must inform B3DPS of the legal and regulatory provisions applicable there when concluding the contract.
9. Delay in Payment
9.1
Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations.
9.2
In the event of a default in payment by Buyer, B3DPS is entitled to charge interest on the amount outstanding at the rate of 9 percentage points above the base interest rate announced by the German Federal Bank at the time payment is due if the amount is invoiced in euros, or, if invoiced in any other currency, at the rate of 9 percentage points above the discount rate of the main banking institution of the country of the invoiced currency at the time the payment is due.
10. Buyer’s rights regarding defective goods and services
10.1
B3DPS must be notified of any defects that can be discovered during routine inspection within four weeks of receipt of the goods and services; other defects must be notified within four weeks after they are discovered. Notification must be in writing and must precisely describe the nature and extent of the defects.
10.2
If the goods are defective and Buyer has duly notified B3DPS in accordance with item 10.1, Buyer has its statutory rights, provided that:
a) B3DPShas the right to choose whether to remedy the defect or supply Buyer with non defective replacement goods.
b) B3DPSmay make two attempts according to lit. a) above. Should these fail or cause unreasonable inconvenience to Buyer, Buyer may either withdraw from the contract or demand a reduction in the purchase price.
c) With regard to claims for compensation and reimbursement of expenses on a defect, item 11 applies.
10.3
If performance-related services are defective and the Buyer has duly notified B3DPS of this in accordance with Section 10.1, Buyer has its statutory rights, if the Buyer was not aware of the defect at the time of acceptance of the service provided that:
a) B3DPS has the right to remedy the defect or may carry out new services at its own discretion (subsequent performance).
b) B3DPS may make two attempts according to lit. a) above. Should these fail or cause unreasonable inconvenience to Buyer, Buyer may either withdraw from the contract or demand a reduction in the purchase price.
c) With regard to claims for compensation and reimbursement of expenses on a defect, item 11 applies.
10.4
Buyer’s claims for defective goods and services are subject to a period of limitation of one year from receipt of the goods or from the acceptance of performance-related services. In the following cases the legal periods of limitation apply instead of the one-year period:
a) liability for willful misconduct,
b) fraudulent concealment of a defect,
c) claims against B3DPSrelating to the defectiveness of goods that when applied to a building in the ordinary manner caused it to be defective,
d) claims for damage to life, body and health caused by B3DPS’ negligent breach of duty, or by wilful or negligent breach of duty on the part of B3DPS’ legal representative or vicarious agent,
e) claims for other damage caused by B3DPS’ grossly negligent breach of duty, or by wilful or grossly negligent breach of duty on the part of B3DPS’ legal representative or vicarious agent,
f) in the event of a Buyer’s recourse claim based on consumer goods purchasing regulations.
11. Liability
11.1
B3DPS shall be generally liable for damages in accordance with the law. In the event of a simple negligent violation of fundamental contractual obligations, however, B3DPS’ liability shall be limited to compensation for typical, foreseeable losses. In the event of a simple negligent violation of non-fundamental contractual obligations, B3DPS shall not be liable. The foregoing limitations on liability do not apply to damage to life, body or health.
11.2
B3DPS is not liable to Buyer in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay is due to orderly compliance of regulatory and legal obligations in connection with the European Chemicals Regulation REACH being triggered by Buyer.
11.3
The limitation of liability pursuant to Sec. 11.1 and 11.2 shall also apply in the event of breaches of contractual obligations by or for the benefit of persons or entities whose fault B3DPS is responsible for in accordance with statutory provisions.
12. Set off
Buyer may only set off claims from B3DPS against an undisputed or adjudicated counterclaim.
13. Security
If there are reasonable doubts as to Buyer’s ability to pay, especially if Buyer is in default of payment, B3DPS may, subject to further claims, revoke agreed credit periods and make further deliveries dependent on the provision of sufficient security.
14. Retention of Title
14.1
Simple Retention of Title
Title to the goods delivered and the rights to B3DPS’ services shall not pass to Buyer before the purchase price has been paid in full. B3DPS reserves copyright and other intellectual property rights to plans, drawings and other documents that B3DPS makes available to the Buyer as part of the performance of the contract. Unless otherwise agreed, the Buyer receives a non-exclusive right of use. They may only be used and/or exploited by the Buyer for the contractual purposes. If they are made available to the Buyer at the time of submission of the offer, they must be returned to B3DPS upon request if the contract is not concluded.
14.2
Expanded Retention of Title
In case Buyer has paid the purchase price for the goods delivered or services performed but not yet completely fulfilled other debts arising out of his business relationship with B3DPS, B3DPS retains, in addition, title to the goods and title to the serviced performed and delivered until all such outstanding debts have been completely paid.
14.3
Retention of Title with processing clause
In the event Buyer processes the goods delivered by B3DPS, B3DPS shall be considered manufacturer and shall directly acquire sole title to the newly produced goods. If the processing involves other materials, B3DPS shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the goods delivered by B3DPS to the invoice value of the other materials.
14.4
Retention of Title with combination and blending clause
If the goods delivered by B3DPS are combined or blended with material owned by Buyer, which has to be considered the main material, it is deemed to be agreed that Buyer transfers to B3DPS the joint title to such main material in the proportion of the invoice value of the goods delivered by B3DPS to the invoice value (or, if the invoice value can not be determined to the market value) of the main material. Buyer holds in custody for B3DPS any sole or joint ownership originating there from at no expense for B3DPS.
14.5
Extended Retention of Title with blanket assignment
Buyer shall have in the ordinary course of business free disposal of the goods owned by B3DPS, provided that Buyer meets its obligations under the business relationship with B3DPS in due time. Buyer already assigns to B3DPS all claims in in connection with the sale of goods to which B3DPS reserves the right of retention of title when concluding the sales agreement with B3DPS; should B3DPS have acquired joint title in case of processing, combination or blending, such assignment to B3DPS takes place in the proportion of the value of the goods delivered by B3DPS with retention of title to the value of the goods of third parties with retention of title. Buyer already assigns to B3DPS any future confirmed balance claims under current account agreements in the amount of the outstanding claims of B3DPS when concluding the sales agreement with B3DPS.
14.6
IP – Disclaimer for services
Buyer acknowledges that intellectual property of any nature might be generated or conceived by B3DPS in the performances of services and the creation of service results and agrees, that all intellectual property, which is conceived or generated during the process of performances of services, and all rights thereto are the sole property of B3DPS or its affiliates. Original part material, geometries and requirements provided by Buyer shall remain the property of the Buyer.
14.7
Right of Access/Disclosure
At the request of B3DPS, Buyer shall provide all necessary information on the inventory of goods owned by B3DPS and on the claims assigned to B3DPS. Furthermore, at the request of B3DPS, Buyer shall identify on the packaging B3DPS’ title to the goods and shall notify its customers of the assignment of the claims to B3DPS.
14.8
Late Payment
In the event of late payment by Buyer, B3DPS is entitled, without rescinding the sales and/or services agreement and without granting a period of grace, to demand the temporary surrender of the goods owned by B3DPS at Buyer’s expense.
14.9
Partial Waiver clause
Should the value of the securities exceed B3DPS’ claims by more than 15%, B3DPS waives securities to this extent.
15. Force Majeure
To the extent any incident or circumstance beyond the B3DPS’ control (including natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government), reduces the availability of services or goods from the plant from which the B3DPS receives the goods such that B3DPS can not fulfill its obligations under this contract (taking into account on a pro rata basis other supply obligations), B3DPS shall (i) be relieved from his obligations under this contract to the extent B3DPS is prevented from performing such obligations and (ii) have no obligation to procure goods or services or personnel for such services from other sources. The first sentence does also apply to the extent such incident or circumstance renders the contractual performance commercially useless for B3DPS over a long period or occurs with suppliers of B3DPS. If the afore mentioned occurrences last for a period of more than 3 months, B3DPS is entitled to withdraw from the contract without the Buyer having any right to compensation.
16. Place of payment
Regardless of the place of delivery of goods or documents or services, the place of payment shall be B3DPS’ place of business.
17. Communication
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
18. Jurisdiction
Any dispute arising out of or in connection with this contract shall be heard, at B3DPS’ option, at the court having jurisdiction over B3DPS’ principal place of business or Buyer’s principal place of business.
19. Applicable law
The contractual relationship shall be governed by the law applicable at the place of B3DPS’ head office, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980(CISG), irrespective of whether Buyer’s place of business is in a CISG state or not.
20. Contract Language
If these General Conditions of Sale are made known to Buyer in another language, in addition to the language in which the sales contract has been concluded, this is merely done for Buyer’s convenience. In case of differences of interpretation, the version in the Contract Language shall be binding.