Legal

1. validity

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as GTC) apply to all contracts, including ancillary services, advice and information, which we, voxeljet AG, conclude on the buyer/customer side.

1.2 These GPC shall apply exclusively to all contracts concluded by us, voxeljet AG, on the buyer/client side, including ancillary services, advice and information. With the order confirmation of the seller/contractor (hereinafter referred to as “CO”), our GPC shall be deemed to be accepted and to be part of the contract at the same time. Any conflicting or deviating terms and conditions of the Contractor are hereby rejected. They shall only become part of the contract if we agree to them in writing in individual cases. Our GPC shall also apply even if we accept the delivery/service of the Contractor without reservation in the knowledge that the Contractor’s terms and conditions contradict or deviate from our GPC.

1.3 Our GPC shall only apply to companies (§ 14 BGB), legal entities under public law or a special fund under public law within the meaning of § 310 para. 1 sentence 1 BGB.

1.4 Our General Terms and Conditions shall also apply to all future contracts with the Seller to which we are a contractual partner on the buyer/client side.

1.5 All agreements between us and the contractor as well as supplements and amendments to these agreements must be in writing. This also applies to any waiver of the written form requirement.

2. order and order confirmation

2.1 Our orders must be accepted/confirmed in writing immediately after receipt by the contractor. If we have not received the acceptance of order within 1 week after receipt of our order by the contractor, we reserve the right to cancel the order. Verbal orders require our written confirmation to be effective. Our order number must be stated in the order confirmation and in all correspondence.

2.2 We expressly reserve the right to demand changes to the construction and design of the delivery item within the scope of what is reasonable for the supplier. The effects of these changes, such as in particular additional and reduced costs and delivery dates, shall be settled amicably and appropriately.

3. prices; terms of payment; offsetting; retention and refusal to perform

3.1 The prices agreed with the Contractor are fixed prices and include shipping, packaging, travel and insurance costs as well as import and export duties. Additional claims of any kind will only be accepted by us after explicit written confirmation or in case of explicit written changes to the order.

3.2 Unless otherwise agreed in writing, we shall pay within 14 calendar days with a 3% discount or within 30 calendar days net. The term of payment shall commence from the date on which both the invoice and the delivery have been received by us or all services have been rendered, in the case of work services at the earliest upon acceptance. The time of our payment action is decisive for the observance of the deadline. Acceptance of the delivery/service is in no way connected with our payment.

3.3 Payment shall be made exclusively by bank transfer.

3.4 In the event of defective delivery, we shall be entitled to withhold payment proportionately to the value of the goods/services until proper performance by the contractor.

3.5 If we are in arrears with a payment, the contractor can charge interest on arrears at a maximum rate of 5% p.a.

3.6 Assignments of claims or direct debit authorizations require our express consent.

3.7 The Contractor shall only be entitled to set-off, retention and refusal of performance if its counterclaims have been legally established or are undisputed. Furthermore, the contractor is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

4. delivery/ performance; deadlines; dates; delay

4.1 All deadlines agreed for the services of the Contractor, including intermediate and individual deadlines, are binding and must be met by the Contractor. Deadlines shall only be deemed to have been met if the services are available at the agreed time and place. If the Contractor recognizes or must recognize that compliance with a deadline is in danger, it must notify us of this immediately in writing, indicating the possible date of performance. Our claims for delayed performance shall remain unaffected even if we agree to the new performance date. This Section 4.1 shall apply mutatis mutandis to deadlines agreed for the Contractor’s services, including intermediate and individual deadlines.

4.2 In the event of default on the part of the Contractor, we shall be entitled, at our discretion, to withdraw from the contract and/or to claim damages in lieu of performance after the fruitless expiry of a reasonable grace period.

4.3 The supplier shall ensure that, if production material is supplied, he can supply us with the delivery items or parts thereof as spare parts on reasonable terms for a period of 15 years after termination of the supply relationship.

4.4 The supplier can only effectively invoke a case of force majeure if the case of force majeure is notified to us in writing or by fax at the latest 24 hours before the agreed date of performance in a concrete and individually proven manner. If the notification is not made by the time specified in sentence 1, the Contractor can only invoke a case of force majeure if the force majeure can be proven to have occurred within the 24-hour period and was the cause of the delay in performance.

4.5 The Contractor shall always provide the service personally. Any performance by third parties (subcontractors/subcontractors) requires our prior consent.

4.6 The Contractor undertakes to employ only employees and third parties commissioned in accordance with Section 4.4 within the scope of the contract for whom all statutory registration, notification and submission obligations are duly and timely fulfilled.

5. dispatch; risk assumption; packaging

5.1 Unless otherwise agreed, delivery shall be made at the risk of the Contractor, carriage paid to the agreed delivery address. Item 7 remains unaffected.

5.2 The contractor shall take back all packaging materials at his own expense. The place of performance for the Contractor’s obligation to take back packaging materials pursuant to § 4 of the German Packaging Ordinance (Verpackungsverordnung) shall be the place of performance (Section 12.2).

6. Transportation Services

6.1 If voxeljet commissions transport services, the transport success is owed. Rights and obligations are governed by the statutory regulations of §§ 407 HGB (German Commercial Code) (Freight Contract).

6.2 The regulations as well as the application of the ADSp (“German Freight Forwarders’ Standard Terms and Conditions”) are hereby expressly contested to the extent that they deviate from the statutory regulations of the freight contract.

7. quality; documentation; production documents; data

7.1 CO’s deliveries/services must comply with the documents on which the contract is based with regard to the agreed design, quality, colouring, quantity and our technical specifications and (subordinate) CO’s own technical specifications.

7.2 All documents (operating and maintenance instructions, documentation, calibration and test certificates, plans etc.) we receive in German language. Agreed translations into other languages shall be at the expense of the Contractor. The Contractor shall be liable for the correct translation.

8. work services acceptance

8.1 If installation, assembly or other work services are part of the scope of the contract of the Contractor, the following shall apply: A formal acceptance is always required. This can only take place after a successfully completed test phase. A fictitious or conclusive acceptance, in particular by putting into use, is excluded. The transfer of risk shall occur at the earliest upon acceptance. Contractual penalty claims against the Contractor shall remain with us even if we do not reserve the right to do so upon acceptance.

9. warranty claims; statute of limitations

9.1 The Contractor assumes the warranty for its services in accordance with the statutory provisions. In addition to the obligations under Section 6.1, the Contractor guarantees that its deliveries and services have all the characteristics agreed upon at the time of conclusion of the contract and that they are fully functional.

9.2 Confirmation of receipt of goods and payment do not constitute approval of the service.

9.3 Defective services can be returned at the cost of the contractor. Notwithstanding the statutory claims for defects, we shall be entitled in cases of particular urgency and/or imminent substantial damage to implement subsequent performance at the cost of the contractor in a manner we deem suitable by way of self-execution.

9.4 The limitation period for our claims for defects shall be five years for all deliveries/services of the Contractor, unless a longer period is provided for by law. The beginning of the limitation period shall be governed by the statutory provisions.

10. liability and insurance

10.1 The Contractor warrants that its products are free from defects within the meaning of the Product Liability Act. If claims are made against us due to a defect or fault in the performance of the Contractor for liability/liability without fault, in particular from product liability, the Contractor shall indemnify us in full and without complaint – even without proof of fault.

10.2 The contractor shall be liable for measures taken by us to avert and minimize damage (such as recall actions).

10.3 The contractor shall take out liability insurance in an amount at least equal to the value of the delivery and shall present it to us upon request.

11. infromation regarding data protection legislation

The personal and company data you provide in connection with the initiation and execution of a contractual relationship, as well as all changes, will be used and stored for the purpose of executing the business relationship. The contractual partner declares its express consent to this. voxeljet processes your data in accordance with the European Basic Data Protection Regulation (DSGVO) and provides information on this in the data protection information (Article 13/14 DSGVO), which can be viewed and downloaded at https://www.voxeljet.com/legal/.

12. Confidentiality

12.1 The supplier has a responsibility to always – even in cases of doubt – treat all our technical, commercial and personal processes and relationships (which are not in the public domain), which become known to him from and in the context of the contractual relationship with us, as business and operational secrets, to keep them confidential and ensure that they are not disclosed to unauthorised third parties (including family members or co-workers not concerned with the matter). The obligation of secrecy continues even after the contract has ended.

12.2 If there is a culpable infraction of the obligation to secrecy, the contractor is obliged to pay a contractual penalty of 5% of the net order value for every single and individual infraction, unless he is able to prove that we will suffer very little or no damage as a result of the infraction. In

13. copyright of third parties 

The Contractor is liable for ensuring that its performance does not infringe any domestic or foreign industrial property rights of third parties. If third-party industrial property rights are infringed by the use of the Contractor’s service, the Contractor shall, at our discretion and at its own expense, either procure for us the right to use the service or subsequently perform the service in such a way that no third-party industrial property rights are infringed. Furthermore, the Contractor undertakes to indemnify us or our customers from all claims for damages, which arise from an infringement of a domestic or foreign property right by its performance.

14. transfer of ownership

The goods become our property upon delivery. An extended reservation of title declared against us requires our written consent to be valid. If we provide parts, assemblies, etc. for the completion of the delivery item, these remain our property.

15. force majeure

15.1 Force majeure, operational disruptions through no fault of our own, unrest, official measures and other unavoidable events shall release us from the obligation of timely acceptance for the duration of their existence. During such events as well as within two weeks after their end, we shall be entitled – without prejudice to our other rights – to withdraw from the contract in whole or in part, provided that these events are not of insignificant duration and our requirements are considerably reduced due to the fact that other procurement is necessary.

15.2 Sec. 15.1 shall also apply in the event of industrial disputes.

16. language; place of performance; place of jurisdiction; applicable law

16.1 The language of negotiation and contract is German. The language of the execution of the contract shall also be German.

16.2 The place of performance for all obligations of the contractor is Augsburg.

16.3 If the Contractor is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Augsburg. This shall also apply irrespective of whether the Contractor is a businessman or not, if the Contractor relocates his place of residence or usual abode abroad or if his place of residence or usual abode is unknown at the time the action is filed. In any case, we shall also be entitled to bring an action at the Contractor’s general place of jurisdiction.

16.4 All legal relationships or legal acts arising from and in the relationship between us and the contractor shall be governed exclusively by the law of the Federal Republic of Germany with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

1.1 General information

The packaging guideline is an indispensable part of every order and applies to all suppliers of voxeljet AG. For this reason, the “Packaging Guideline” must be observed in general and all affected areas of your company as well as your suppliers and your commissioned forwarding agents must be informed of this specification and also implemented. In addition to this general regulation, the relevant national and international laws, standards and regulations, which must always be observed and complied with when delivering goods, also apply.

1.2 Aim

The aim of this uniform packaging regulation is to optimize the flow of goods in the supply chain. As a result of the resulting partnership between the supplier and voxeljet AG, objectives such as security of supply, flexibility, stability and continuous improvement of processes as well as the overall economic optimum in the supply chain have the highest priority for logistics. Identical handling in the area of packaging standards and information and data handling ensures that logistics processes run smoothly at all stages of the supply chain.

1.3 Principle

Since it must be ensured that the waste management objectives of voxeljet AG and environmental legislation are complied with, the following priorities apply: – Avoidance – Sufficient goods protection with minimum use of packaging materials (volume and weight) – Reduction – Use and continuous improvement of reusable packaging and materials – Recycling – Environmentally compatible, unmixed and recyclable materials should be used for all types of packaging and filling materials.

1.4 Validity and updating

This regulation does not replace existing process and work instructions as well as quality and design documents. If voxeljet AG and the supplier make separate agreements in writing, the individually agreed provisions shall apply. If special supplier specifications have to be taken into account, the relevant documents will be sent to the supplier in good time. Customs and international laws must be observed. The guideline will be adapted irregularly and as required, should events change. The Material Management departments, in cooperation with QM, Health & Safety, of voxeljet AG, are responsible for reviewing and revising the guideline.

1.5 Definition of technical terms

Technical terms from the field of packaging according to DIN 55405 and packaging regulations:

• Packaged goods: Goods that are to be packed
• Packaging material: Material from which packaging materials or packaging aids are produced (wood, plastic, cardboard…)
• Packaging material: Object that holds the packaged goods so that they can be stored/transported/sold (box, pallet, crate, box …)
• Packaging aids: materials/objects that supplement the packaging material and/or improve, secure the packaging process etc.
• Packaging: Packaging material + packaging aids
• Package: Packaged goods + packaging – Package: Package suitable for storage and shipping
• Transport packaging/dispatch packaging: Packaging that is used exclusively for dispatch or transport

1.6 Inspection

voxeljet AG reserves the right to inspect the packaging of each order or delivery and to complain directly to the supplier in the event of violations.

2.1 Packaging request procedures

As a rule, the following operations should be executable:

• The parts are to be delivered without any loss of quality and free from contamination
• Transport packaging should ensure safe and easy handling during loading and unloading
• Creation of rational loading units and efficient use of transport capacities (stackability without endangering the integrity of individual parts)
• Sufficient transport safety
• Safe and easy handling when removing parts from the packaging
• Proper labeling (chap. 2.9 ff)
• Use of materials in accordance with environmental protection
• One component per individual packaging, i.e. sorted by type and/or batch (e.g. left/right separated, same batch)
• If mixed containers cannot be avoided, the parts must be clearly separated, labelled and organised appropriately
• If it is not possible to make order-related deliveries, a note must be made once on the delivery bill and also directly on the packaged goods with a direct reference to the respective voxeljet AG order number and further marking as described under 2.9.1
• Alternative packaging options (e.g. reusable packaging) must be considered
• If damage can occur due to slipping or rubbing, use suitable separating inserts
• Sensitive parts such as surface-treated, painted or fragile packaged goods must be properly padded (e.g. burled foil, fleece, foam, etc.)
• In the case of cross-border goods traffic, the import regulations for wooden packaging materials must be observed. This also includes the proper marking of all treated materials according to IPPC standard
• Easy lifting and transport (lifting by forklift or ropes)
• Transport under difficult conditions (bad roads etc.)

2.2 Packaging requirements- Protection against influences

The packaging should provide protection against the following influences:

• Mechanical stress and damage
• any kind of pollution
• Splash water
• Moisture and possible resulting corrosion
• Climatic influences
• Environmental influences (industrial waste, exhaust gases, etc.)
• Loss

2.3 Packaging Requirements Functions

The following functions should be fulfilled by the packaging:

• Protective function: Protection against physical damage and environmental damage; stacking should be avoided where possible in order not to damage the surface of the packaged goods.
• Loading and transport: Transport packaging should be designed to ensure easy and safe holding, lifting, moving, setting down and stowing of the load.
• Storage function: The packaging must withstand the static and environmental stresses to which it is exposed during storage. Optimal packaging should streamline the storage and retrieval process. Storage space should be used optimally. The use of suitable packaging materials enables a systematic arrangement of the stored goods.
• Ease of use: Simple use and safe handling.
• Information function: Visible attachment of required shipping information and delivery data (Chap. 2.9 ff).
• Environmental compatibility: Environmental compatibility and problem-free recycling and/or disposal possibility as well as compliance with legal regulations.
• Warranty function: By delivering undamaged packaging, the supplier guarantees that the information on the packaging corresponds to the contents.
• Rationalization: Efficient shipping and storage units in terms of shipping method, route and weight, use of transport capacity and safe handling during loading and unloading, storage, opening and disposal.

2.4 Cardboard box selection

The quality of the cardboard packaging must ensure sufficient stability for the part to be packaged and withstand the stresses and strains during transport, handling and storage. Stackability must also be taken into account when selecting the cardboard packaging (DIN 55468 ff. and DIN 55428 ff.).

2.5 Interior padding

The padding is decisive for the quality of the entire packaging unit. The padding inserts are intended to fix the package in the box or on the pallet, and at the same time help to improve stackability, if this is required by the logistics sequence. For all disposable packaging, environmentally friendly, recyclable materials that are widely accepted for recycling are to be used. The use of loose filling material is generally to be refrained from, but is permissible if it cannot be ruled out that the transported goods may otherwise be damaged. Paper shreds and crushed or crumpled newspapers are not permitted as filling material or edge protection or as general protection of the transported goods (see DIN 55468 ff.).

2.6 Corrosion protection

Corrosion protection is the term used to describe measures aimed at preventing corrosion damage caused by exposure to rain or seawater, high humidity or temperature fluctuations. Corrosion-sensitive packaged goods must be suitably protected for the duration of transport and storage.

2.7 Handling symbols

In order to ensure handling in accordance with the package, the packaging of packaged goods requiring a special type of handling must be clearly and adequately marked. The following internationally valid symbols according to DIN 55 402 must be used for this purpose:

2.8 Packaging aids

Packaging aids include all materials that stabilize the packaging or increase its strength and thus ensure its cohesion (e.g. adhesive tape, nails, staples, strapping tapes, etc.) To better protect parts within a delivery against external influences, the use of stackable collars is recommended. If it is necessary to firmly separate the parts on the packaging material, plastic or wooden partitions should be used. If necessary, these partitions must also be lined with foam or other impact-absorbing materials, especially in the case of surface-coated packaged goods.

2.8.1 Use of space within the package

Packaging must be constructed, used and secured in such a way that the static or dynamic loads arising during transport, handling and storage can be efficiently managed. The packaged goods must be delivered in the packaging suitable for their nature at the time of shipment. When classifying the individual goods within the packaging material, care must be taken to avoid contact or collision/collision/ rubbing of the parts. When distributing the individual items on the pallet, a side distance of at least 5 cm is recommended. The individual distance between the positions can vary, but should not fall below the minimum distance of 5 cm. In order to ensure the integrity of the pallet, foam materials can be used. An even distribution between the individual parts must be free of tension and pressure on all sides as well as stacked to prevent damage to the packaged goods.

2.9 Labelling and marking

For a clear and fast identification of the delivery goods, the exact and systematic separate marking of the individual packages and loading units as well as the transmission of information accompanying the goods is urgently required. Each packing unit must be clearly and traceably marked. For this purpose, at least the voxeljet AG order number and the delivery note number must be attached to the package so that they are visible from the outside. For proper handling of heavy consignments, the symbols listed under item 2.7 must be used.

2.9.1 Marking of individual parts

The separate marking of all individual parts as well as loose parts within a packaging unit is essential for clear identification. The following illustration is a sample for a minimum marking:

The marking must either be glued to the part, but removable without residue, or permanently in an area not visible to the end customer. Attaching a label to the part is only permitted in special cases and may only be done with the consent of voxeljet AG. If it is not practical (technically or economically (e.g. small parts)) to label each individual part, the parts must be packed in an appropriate packaging container, on which the above-mentioned information must be affixed, again with the number of pieces.

2.9.2 Marking of the packages

The marking of packaging units is an important part of the information exchange. They must be clearly assignable to the respective delivery. The requirements listed under point 2.9 must be met. If several packages are involved in a delivery, they must be marked with the inscription “1 of X”. The packages must always be marked on both long sides. In addition, it must be ensured that all items and packages of a delivery can be properly assigned. The individual naming of numbers on packages that belong together is not permitted.

2.9.3 Other applicable delivery documents

All documents accompanying a delivery should contain at least the following information:

• date of dispatch
• continuous delivery bill numbering
• Full company name with the wording entered in the commercial register
• Legal form of the company
• Seat of the company
• Register court of the company’s registered office
• Number under which the company is registered in the commercial register
• all managers
• provided that the Company has formed a Supervisory Board and that the Supervisory Board has a Chairman:
• the chairman of the supervisory board with full name

The following individual information applies to the naming of the individual items:

• Naming of the component
• included number of pieces within the delivery
• Voxeljet drawing number
• Voxeljet material number
• Order number of Voxeljet AG
• Net weight per piece (in reasonable unit)
• Customs tariff number
• possible complaint number
• Serial number or batch, if applicable

3.1 Reusable packaging

Reusable packaging is packaging that is intended for multiple use, i.e. can be reused. They are preferable to disposable packaging.

The packaging material as well as the packaged goods must not exceed the outer contour of the load carriers, i.e. the load must not protrude on the pallet!

3.1.1 Euro pallet (pool exchange pallet)

The internationally recognized sizes for pool pallets of 1200 x 800 mm (Euro pallet according to DIN 15146 Part 2) and 1200 x 1000 mm (industrial pallet according to DIN 15141 Part 4) must be used, since this ensures optimum module formation (according to DIN 55 520) and utilization of the pallet. I.e. the pallets can be joined together without protrusions to form a compact, secure transport unit. The pallet units must be packed and secured for transport in accordance with these guidelines. It is not permitted to nail Euro pallets with wedges or other woods. Only Europool pallets that meet the EPAL exchange criteria will be exchanged.
http://www.gpal.de/media/pdf/EPAL_Qualitaetsguide_2016_DE_DINA3.pdf

3.1.3 Pallets – special designs

Packaging in accordance with the packaging guideline of the HPE (wooden packaging material – pallets – export packaging), in each case the latest edition of the Bundesverband Holzpackmittel – Paletten – Exportverpackung e.V., is desired. The goods to be transported must be secured against slipping. In case of larger dimensions of the goods to be transported, it must be ensured in any case that the goods do not protrude from the packaging or the packaging material. Each packing unit must be traceably marked. Only pallets that meet the EPAL exchange criteria are put into circulation or taken back. If the packaged goods have to be fixed by wedges or other woods, sufficiently large wooden floors have to be used for this purpose, which are applied to the pallet (see point 3.2).

3.2 Fixing the packaged goods on a pallet

For the shipment of bulky goods all requirements of this directive must be fulfilled. It is not permissible for packaged goods to protrude from the pallet. The following figure is a shipping recommendation:

3.3 One-way packaging

For all one-way packaging, environmentally friendly, recyclable materials that are accepted for recycling in the respective country of delivery must be used. Full recyclability must also be guaranteed when using labels and adhesive/packing tape. According to the case that small parts of a delivery have to be packed separately, a loose packing on the pallet is not allowed. Any small parts must be packed in a carton in a way that is safe for loading, clearly marked and placed on the pallet in a loss-proof manner. The use of cardboard boxes is recommended for this purpose.

4.1 Unreliable materials in packaging

The EU Packaging Directive (94/62/EC) contains the most important maximum values for lead, mercury, chromium and cadmium concentrations that may be contained in packaging materials, see: http://www.rigk.de/fileadmin/documents/downloads/formulare/EUVerpackVO_D.pdf.

4.2 Return and disposal of packaging

In principle, the use of reusable packaging is to be preferred to the use of disposable packaging. After use, reusable packaging must be checked to ensure that it continues to function properly and is clean. If this cannot be guaranteed, the packaging must be repaired if possible or replaced when it can no longer be used. Disposable packaging, on the other hand, should be disposed of properly after its single use. The responsibility for this lies with the contractor.

4.3 Auxiliary information

The following documents from voxeljet AG apply to this guideline:

• Code of Conduct
• QM handbook as well as all applicable laws and regulations.

1. validity

1.1 Our General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”) shall apply exclusively to all contracts, including ancillary services, consulting and information that we, voxeljet AG, conclude on the seller, supplier and contractor side.

1.2 With the order/placing of the order by the buyer or customer (hereinafter referred to as: customer) our GTC shall be deemed to have been accepted and to be an integral part of the contract at the same time. Any conflicting or deviating terms and conditions of the customer are hereby expressly rejected. They shall only become part of the contract if we expressly agree to them in the individual case. Our GTC shall also apply even if we carry out the service to the customer without reservation in the knowledge of the customer’s terms and conditions that are contrary to or deviate from our GTC.

1.3 Our GTC shall only apply to companies (§ 14 BGB), legal entities under public law or a special fund under public law within the meaning of § 310 para. 1 sentence 1 BGB.

1.4 Our GTC shall also apply to all future contracts which we conclude with the customer on the seller, supplier and contractor side.

1.5 Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over our GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.6 Legally relevant declarations and notifications of the customer in relation to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, especially in case of doubt about the legitimacy of the person making the declaration, remain unaffected.

2. offer, offer documents, order confirmation, scope of services

2.1 Our offers are always indivisible, non-binding and subject to confirmation.

2.2 All documents belonging to our offers (e.g. documents, plans, drawings, calculations, illustrations, samples, specimens, models, designs) which are made available to the customer or third parties attributable to the customer in the course of the contractual negotiations or the contractual relationship are non-binding. Section 11.1 shall apply in addition.

2.3 Our written order confirmation or the supply contract shall be decisive for the scope of our obligation to perform. Only upon receipt of the order confirmation or the signing of the supply contract or the dispatch of the goods shall the customer’s order be deemed to have been accepted by us. Any changes requested by the customer with respect to our order confirmation or our supply contract, regardless of the type of change, shall only become part of the contract if expressly confirmed by us.

2.4 All information on the suitability and possible applications of our services is given to the best of our knowledge. However, they only represent our empirical values, which are not considered to be the agreed quality or guaranteed; they do not justify any claims against us. In particular, the customer shall not be released from the obligation to convince himself by his own examination of the suitability of our services for the purpose intended by him.

2.5 Our services shall be performed in accordance with the relevant German technical and legal regulations and standards in the version applicable on the day of conclusion of the contract.

2.6 We are entitled to employ third parties as vicarious agents for the performance of the contractual services.

3. price, due date, terms of payment, statute of limitations, set-off, retentions, refusal to perform

3.1 All offered and agreed prices are FCA (Incoterms 2010). The prices agreed between the parties for the services covered by the contract are also exclusive of insurance and taxes. All costs incurred by us for shipping, transport, packaging, import and export duties, insurance, taxes, acceptance and approval procedures required by authorities or by the customer, etc. shall be invoiced separately to the customer.

3.2 All prices are subject to the addition of the statutory value-added tax applicable at the time, if any.

3.3 Our claims for payment within the scope of a service (print moulds and castings) are due for payment immediately and without deduction upon receipt of our invoice by the customer.

3.4 Unless otherwise agreed in an individual contract, 30% of our claims for payment within the scope of a system service (printing presses) shall be due for payment immediately upon signing of the contract, 60% upon receipt of our notification of the shipping date by the Customer and 10% upon acceptance of the goods by the Customer.

3.5 The timeliness of the customer’s payment shall be determined by the receipt of payment. We accept cheques and bills of exchange only on account of performance. Payment by bill of exchange will only be accepted if we have given our prior written consent.

3.6 If the provision or delivery of our goods takes place more than six months after the conclusion of the contract as agreed or for reasons for which we are not responsible and if our wage and/or material costs change by more than 5 % up or down between the conclusion of the contract and the delivery/provision, the agreed price shall change accordingly; in this case, a wage and material share of 45 % each and a fixed price share of 10 % shall be taken as a basis for calculating the price. If the change in the price is more than 10 % up or down, both we and the customer shall be entitled to withdraw from the relevant part of the contract.

3.7 We are entitled to demand partial payments/down payments from the customer for partial services rendered.

3.8 If the customer is in default of payment, we shall be entitled to charge interest on arrears at 9 % points above the 3-month Euribor of the European Central Bank. The Euribor quotation on the date of the occurrence of default shall be decisive for the calculation of interest. We reserve the right to claim further damages.

3.9 If reasonable doubt arises as to the customer’s ability to pay, we shall be entitled to demand security or to withhold, in whole or in part, any outstanding payments from this contract with the customer.

3.10 Our claims for remuneration shall become statute-barred 5 years from the end of the year in which these claims become due, unless a longer period of limitation applies by law.

3.11 The customer shall only be entitled to set-off, retention and refusal of performance if his counterclaims have been legally established or are undisputed. Furthermore, the Customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

4. partial performances, periods, dates, delays

4.1 We shall be entitled to render partial performance at any time, taking into account the interests of the customer. We shall be entitled to deliver in whole or in part before the delivery date, taking the interests of the customer into reasonable consideration.

4.2 Delivery dates or periods can be agreed upon binding or non-binding. The dates specified by us or agreed with us or deadlines shall be deemed to be non-binding, unless otherwise expressly agreed. If, in exceptional cases, dates or periods have been agreed as binding, items 4.3 to 4.8 shall apply.

4.3 Deadlines shall lose their binding force if the subject or scope of the order is changed or extended after the deadline has been agreed.

4.4 Deadlines shall commence at the earliest upon payment by the customer of agreed or to be made advance payments or payments on account.

4.5 A deadline shall be deemed to have been met if, by the time it expires, the performance of our services has already begun or the goods have left our supply plant/warehouse or, in the case of contracts ex supply plant/warehouse, the customer has been notified that the goods are ready for delivery.

4.6 Our compliance with the deadlines presupposes the proper fulfilment of the customer’s contractual obligations. If the customer is in default, all deadlines for services by us shall be extended by the duration of the default plus a reasonable restart time. We can demand reimbursement from the customer for any additional expenses caused by a delay for which the customer is responsible, in particular for the extended provision of personnel. Further claims remain unaffected.

4.7 Deadlines shall be extended in the event of circumstances for which we are not responsible and in the event of force majeure of any kind (e.g. in the event of unforeseeable disruptions to operations, traffic or shipping, fire damage, flooding, unforeseeable shortages of power, energy, raw materials or auxiliary materials, subsequent shortages of materials, import and export restrictions, strikes, lockouts, official decrees, epidemics, armed conflicts, riots and similar unforeseeable events which subsequently make it difficult or impossible for us or our suppliers or the forwarding agents to provide the service) of a temporary duration appropriate for the period of the hindrance plus an appropriate restart time. We will inform the customer immediately about such impediments to performance. The parties will then agree on the further procedure.

4.8 voxeljet shall be entitled to postpone, interrupt, terminate or cancel the contractually agreed performance of services if, at the discretion of voxeljet, there is a risk to the health of its employees, subcontractors or suppliers due to an epidemic threat, such as Covid-19, etc. In this case, any liability for damages, obligation to pay liquidated damages or other liability for voxeljet, regardless of the legal reason, shall be excluded.

4.9 If we are in default of delivery for reasons for which we are responsible, the customer shall be entitled to withdraw from the contract in accordance with the statutory provisions after setting a reasonable period of grace in writing, which must normally be at least four weeks.

4.10 The customer shall not be entitled to rescind the contract due to default if the performance of our services has already begun or the goods have left our supply plant/warehouse upon expiry of the grace period or, in the case of contracts ex supply plant/warehouse, the customer has been notified that the goods are ready for delivery.

5. provision of the goods, dispatch, risk, default of acceptance, packaging

5.1 The contractual products shall be made available for collection FCA (Incoterms 2010) at the registered office of our company. We shall notify the customer when the contractual products are ready for collection. The Customer is obliged to collect our goods at the registered office of our company within seven calendar days after receipt of our notice of availability or invoice.

5.2 Our goods shall only be shipped at the request and at the expense and risk of the customer. The choice of the mode of dispatch is left to us, and we shall take the interests of the customer into account appropriately.

5.3 At the express request and expense of the customer, we will insure the goods against theft, breakage, transport, fire and water damage and other insurable risks.

5.4 If the customer refuses to accept our performance even after a reasonable grace period has expired (default of acceptance), we shall be entitled, without prejudice to any further claims, to rescind the contract and claim damages. If the dispatch or collection of our goods) is delayed for reasons for which we are not responsible by more than one month from notification of readiness for dispatch to the customer, we can store the goods at the customer’s expense and risk at our own discretion.

5.5 Customers are obliged to check our goods immediately after delivery for obvious transport losses, transport defects or transport damage, to establish and document complaints in accordance with the conditions of the carrier in the presence of the carrier and to notify us in writing immediately, but at the latest within 7 calendar days after delivery. The customer must always take care of the necessary formalities towards the carrier. If the customer does not comply with these obligations, claims due to obvious deviations in quantity, defects or damage to the contractual products are excluded. Item 7.5 remains unaffected by these regulations.

5.6 Packaging shall be taken back exclusively within the scope of the legal obligations. If the customer is not a private end consumer within the meaning of § 3 Paragraph 11 Sentence 2 of the Packaging Ordinance, the disposal of sales packaging (§ 3 Paragraph 1 No. 2 of the Packaging Ordinance) will be charged to the customer at our cost price. For deliveries abroad, the packaging will not be taken back. If the packaging is not returned to us, we shall not participate in and bear the costs of disposal.

6. reservation of title

6.1 We reserve the right of ownership of all contractual products until all claims arising from this contract have been settled. The reservation of title vis-à-vis the customer shall also remain in force if the claims are included by us in a current invoice (current account) and the balance has been struck and acknowledged (current account reservation). The transfer of risk according to clause 5 remains unaffected.

6.2 The customer shall treat our reserved goods with care. He shall be obliged to insure our reserved goods at his own expense against fire, water and theft sufficiently at gross value. The customer hereby assigns to us by way of security his claims for compensation under these insurance contracts in the amount of the gross value of the goods. The assignment is hereby accepted.

6.3 Any processing, combination, blending and/or mixing of our reserved goods by the customer shall always be carried out on our behalf without any obligation on our part. In the event of processing, combining, mixing and/or blending together with items not belonging to us, we shall become co-owners of the new item in the ratio of the gross value of our reserved goods to the other items at the time of processing, combining, mixing and/or blending. If the customer acquires sole ownership of the new object, it is deemed agreed that the customer shall transfer co-ownership to us in proportion to the gross value of the goods. If the customer comes into possession of the new object, he shall keep the sole or co-ownership thus created for us. The custody by the customer is free of charge. For the goods resulting from processing, combining, blending and/or mixing, the same applies as for the goods delivered under reservation of title.

6.4 If our goods subject to retention of title or goods manufactured from them are installed in the property of a third party in such a way that our goods subject to retention of title become an essential part of the property, the customer hereby assigns to us the customer’s claims against his buyer which replace our ownership rights to the goods subject to retention of title in the amount of the gross value of our installed goods subject to retention of title as security for our claims. The assignment is hereby accepted.

6.5 The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business as long as he meets his obligations to us and the resale gives rise to a claim for payment at least in the amount of the customer’s cost price. In the event of the resale of our reserved goods by the customer, the customer shall in turn deliver the reserved goods to his buyer only under effectively agreed retention of title until payment has been made in full (forwarded retention of title), whereby the current account reservation agreed in Section 6.1 shall not apply to the forwarded retention of title. The customer assigns to us in advance all claims against his customers or third parties arising from the resale of our reserved goods, including any claims to which he may be entitled in the future, in accordance with the gross value of our reserved goods. The assignment is hereby accepted. In the event of processing, combining, blending and/or mixing of our reserved goods with items not belonging to us, the assignment of claims shall only apply in the ratio of the gross value of our reserved goods to the value of the third-party items sold with them. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we are obliged not to collect the claim as long as the customer duly meets his payment and other obligations to us. In the event of default in payment, suspension of payments and insolvency proceedings against the customer’s assets, the authorizations to resell the reserved goods and to collect the customer’s claims shall expire automatically. The customer is obliged to inform us of the assigned claims and their debtors on request and to provide us with all information necessary for collection and to hand over the relevant documents, in particular business records. It is not necessary to withdraw from the contract in order to assert the reservation of title.

6.6 If the customer acts in breach of contract, in particular in case of default of payment, we shall be entitled to take back our goods not yet paid for. In this respect the customer has no right of possession. After taking back the goods, we are authorized to use them. The proceeds of the utilization are to be credited to the customer’s liabilities minus the utilization costs. The customer is entitled to the proof is open that the recovery has caused unreasonably high costs. The corresponding difference is then not to be borne by the customer.

6.7 The customer may not pledge the reserved goods or assign them by way of security. The reserved goods delivered by us are to be expressly excluded from transfers by way of security of entire warehouses.

6.8 In the event of execution, seizure or other interventions by third parties in our goods subject to retention of title, the customer shall draw attention to our retention of title and notify us immediately in writing so that the necessary countermeasures can be taken. If any action against execution, seizure or other intervention is successful, the customer shall be liable for the judicial or extrajudicial costs incurred by us as a result, unless compensation is obtained otherwise.

6.9 If the reserved goods are delivered to a place outside the Federal Republic of Germany or are brought to such a place by the customer, the following shall apply with priority to clauses 6.1 to 6.9: The Customer is responsible for ensuring that our retention of title is effectively protected in the country in which the reserved goods are located or to which they are brought. Insofar as certain actions (e.g. special marking or local registration) are necessary for this purpose, the customer shall perform these actions in our favour at his own expense. Should our cooperation be necessary, the customer will inform us immediately. The customer will also inform us about all essential circumstances which are important for the protection of our property as far as possible. In particular, he will provide us with all documents and information necessary to enforce our rights arising from the property. If a retention of title cannot be maintained or agreed at the location of the reserved goods, the customer is obliged to provide us with a legal position that protects us in an equally effective and suitable manner.

6.10 If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon request of the customer.

7. warranty

7.1 The warranty period is one year from delivery/acceptance. Notwithstanding sentence 1, the statutory periods of limitation shall apply in the case of defects in services relating to building materials, components, a building or planning and monitoring services for a building. Similarly, in deviation from sentence 1, the statutory limitation periods shall apply in the case of claims for damages by the Customer under the Product Liability Act, from injury to life, body or health or from intentional or grossly negligent breach of duty.

7.2 Warranty for material defects:

(a) Our warranty for services (print moulds and castings) only covers the freedom of the goods from material defects and defects in workmanship in accordance with the agreed specifications. Our products are not designed for life-support systems and/or applications within nuclear facilities and may not be used for such purposes; any nevertheless intended use of our products for such applications requires our special written consent for each individual case.

(b) Our warranty for system services (printing machines) extends only to compliance with the product specifications listed on the homepage and in the SYSTEMS General Terms and Conditions of Contract and to compliance with the regulations and standards applicable in Germany for the contractual products at the time of conclusion of the contract. (b) All other information on the suitability and possible applications of the contractual products only represents empirical values which are not regarded as agreed properties. In particular, the Customer shall not be released from the obligation to convince himself by his own examination of the suitability of the contractual products for the purpose intended by the Customer.

(c) After receipt of a notice of defect, the customer shall grant us the time and opportunity necessary to examine the notices of defect.

(d) In the event of an unfounded notice of defect, the customer shall bear the costs of the expenses incurred by us for the inspection, unless the lack of defectiveness was not recognizable to the customer. Work which we carry out on the basis of a notice of defect by the customer does not under any circumstances imply an acknowledgement of a defect, a claim for defects or an obligation to supplementary performance.

(e) If the customer’s notification of defects is justified, the customer shall be entitled, at our discretion, to a claim for free repair or replacement delivery/new production. If the rectification or replacement delivery/new production fails despite a reasonable number of attempts, which in any case is at least two attempts, the customer is entitled to the legal rights. Section 8 shall apply to claims for damages.

(f) If the contractual products have been taken to a place other than the original place of installation, the customer shall bear the additional costs resulting from this.

(g) If we were not obliged to install the contractual products, subsequent performance shall not include the removal of defective contractual products or the installation of defect-free contractual products.

7.3 Warranty for defects of title:

(a) We warrant that the contractual products do not infringe the rights of third parties in Germany and that we have no knowledge that the contractual products infringe the rights of third parties outside of Germany.

(b) We shall not be responsible for any infringement of third party rights resulting from the fact that the customer does not use the product in accordance with the contract, in particular outside the specification or the approved purposes.

(c) If a third party claims the infringement of its rights against the customer, the customer shall inform us immediately and leave us in control of the defence of the third party claims. Insofar as we have assumed a warranty pursuant to Section 7.3 (a) for the freedom from third-party rights, we shall endeavor to modify the contractual products in such a way that an infringement of third-party rights no longer exists or to obtain a license for the use of the third party’s right. Should this not be possible at reasonable expense, the customer shall be entitled to withdraw from the contract for the contractual product concerned and to demand a refund of the purchase price, taking into account the period of use, or to reduce the purchase price accordingly. Section 8 shall apply to claims for damages.

7.4 Obvious defects, wrong deliveries or deviations in quantity must be notified in writing without delay, at the latest within seven calendar days after delivery of our performance. Hidden defects shall be notified without delay, at the latest within seven calendar days of their discovery. If the customer fails to notify us in due time, our goods/work performance shall be deemed approved and accepted. For customers who are merchants within the meaning of the German Commercial Code (HGB), § 377 HGB shall apply additionally. For claims under a right of recourse which originate in the purchase of consumer goods, Sections 478 and 479 of the German Civil Code shall apply with priority. Section 5.6 remains unaffected.

7.5 We can refuse to remedy defects as long as the customer does not fulfil his due obligations to us from the contract concerned. The assertion of the defence of defects as well as corresponding rights of refusal of performance and rights of retention of the customer remain unaffected.

7.6 Warranty shall be excluded if the defect is due to the fact that our goods or services have been stored, assembled, set up, commissioned, used, operated, modified, repaired, inadequately maintained, excessively stressed or combined with or installed in unsuitable parts (e.g. parts not originating from us or not in accordance with the original specifications) by the customer or third parties in an improper manner or outside the specifications. Warranty is also excluded in the event of deficiencies/damage resulting from the use of unsuitable operating materials and replacement materials, from defective construction work by the customer or third parties, unsuitable building ground or from chemical, electro-chemical or electrical influences. Sentence 1 and sentence 2 shall not apply if and insofar as the customer proves that we are nevertheless responsible for a defect.

8. liability

8.1 Any claims for damages on the part of the customer, which arise directly or indirectly in connection with our services/goods, regardless of the legal basis, are excluded. This shall not apply in cases of intent, gross negligence, the absence of a guaranteed quality or the violation of essential contractual obligations (cardinal obligations), injury to life, body or health and, insofar as liability is mandatory under the Product Liability Act. Cardinal obligations are obligations the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely, i.e. rights and obligations which the contract must grant in accordance with its content and purpose.

8.2 Compensation for the breach of cardinal obligations shall be limited to the adequately foreseeable damage typical for the contract, unless there is another compelling reason for liability according to clause 8.1 sentence 2.

8.3 Customer’s claims for damages against us which are based on contractual penalty claims of the customer’s customers or other regulations which go beyond the statutory warranty are in no case foreseeable and typical for the contract in the above sense. In any case, we are entitled to prove that the damage was lower.

8.4 Insofar as the damage is covered by an insurance policy taken out by the customer for the relevant damage, our liability shall be limited to any disadvantages to the customer associated with the damage, e.g. higher insurance premiums or interest disadvantages until the damage is settled by the insurer.

8.5 The above exclusions and limitations of liability shall apply to the same extent to the benefit of our executive bodies, legal representatives, employees and other vicarious agents.

9. data protection information

The personal and company data you provide in connection with the initiation and execution of a contractual relationship, as well as all changes, will be used and stored for the purpose of executing the business relationship. The contractual partner declares its express consent to this. voxeljet processes your data in accordance with the European Basic Data Protection Regulation (DSGVO) and provides information on this in the data protection information (Article 13/14 DSGVO), which can be viewed and downloaded at https://www.voxeljet.com/legal/.

10. export of our deliveries/services

If the contractual products are delivered to a place outside the Federal Republic of Germany or brought to such a place by the customer, our services can be subject to export and import restrictions. The customer is solely responsible for ensuring that all applicable export and import control regulations are complied with. If claims are made against us due to export/re-export of contractual products or services, regardless of the legal grounds, and if the customer is responsible for this, the customer shall indemnify us against all claims.

11. industrial property rights, confidentiality

11.1 The customer is obliged to keep confidential information confidential. Confidential information is all non-public technical, economic, personal and other internal processes and relationships of ours, which have already been communicated to the customer in connection with the contractual relationship or will be communicated during the term of the contract. The customer must treat these as business or company secrets and ensure that third parties (including family members and employees not involved in the matter) do not obtain unauthorized knowledge of this confidential information. The obligation of secrecy shall continue to apply after termination of the contractual relationship as long as information is not in the public domain.

11.2 If Customer is obliged to disclose Confidential Information within the meaning of Section 11.1 due to a legal obligation or a lawful official or court order, Customer shall disclose only such Confidential Information that must be disclosed due to the legal obligation or order and shall use its best efforts to ensure that the disclosed Confidential Information is treated as far as possible in accordance with this Agreement. The customer shall inform us of this obligation without delay in writing by fax or e-mail and, upon request, support us in protecting the confidential information as far as possible or in having it protected in court.

11.3 We reserve our title and all copyrights of use and exploitation rights to all documents (e.g. documents, plans, drawings, calculations, illustrations, samples, specimens, models, designs) as well as to confidential concepts and ideas which are made available to the customer or paid for by us. The documents, concepts and ideas mentioned in sentence 1 may not be handed over or otherwise made available to third parties without our prior consent. The reproduction of such documents is only permitted within the framework of the requirements of the contractual relationship and in compliance with the copyright provisions. Furthermore, the documents shall be returned to us in full at any time upon request, unless the customer requires the documents for the performance of the contract or the use of our deliveries/goods. At the latest when the order is not placed or after termination of the contractual relationship, the customer shall return the complete documents without being requested to do so, unless the customer requires the documents for the use of our deliveries/goods. Third parties who come into contact with the documents, concepts and ideas in accordance with their intended use shall be obligated accordingly by the customer. The assertion of a right of retention of the documents is excluded.

11.4 If a customer culpably violates the obligation of secrecy under Section 11.1 and Section 11.2, he shall be obliged to pay a contractual penalty of 5% of the agreed net consideration for each individual case of violation, but at least € 20.000,00 to be paid. The right of us to assert a damage beyond this remains unaffected.

12. provided templates/data, violations of morals, laws and regulations, deletion

12.1 If the customer provides us with templates or data for our deliveries and services, the customer assures us that neither these templates/data nor our deliveries and services created on the basis of them contain grossly offensive content, violate statutory provisions or the rights of third parties (in particular third-party property rights, trademark rights, name rights, patent rights, work title rights or copyright).

12.2 If templates/data provided to us by the Customer for our deliveries and services or our deliveries and services created on the basis of such templates/data contain grossly offensive content, violate statutory provisions or third-party rights (in particular third-party property rights, trademark rights, rights to a name, patent rights, work title rights or copyrights), we shall be entitled to withdraw from the contract – even partially. No rights against us shall accrue to the customer from the withdrawal or from the part of the contract affected by the withdrawal. If the customer is responsible for the withdrawal, the customer shall owe us the reimbursement of all costs incurred and expenses made with regard to the part of the contract affected by the withdrawal.

12.3 We shall not be responsible for templates or data which the customer provides us with for our deliveries and services. In particular, we are not obliged to check the templates/data for possible violations of morality, law or legal provisions. The customer shall indemnify us from all penalties, damages, costs and claims for which the customer is responsible, which are asserted against us by the authorities or other third parties due to such violations of morals or laws or the violation of the rights of third parties; the customer shall hold us completely harmless and indemnify us in this respect and shall make appropriate advance payments on request.

12.4 We are neither able nor obliged to store or otherwise document data provided by the customer for our deliveries and services beyond the order processing. The customer himself shall be responsible for any necessary storage or other documentation of such data.

13. language, place of performance, jurisdiction, applicable law

13.1 The language of negotiation and contract is German. The language of project implementation is also German.

13.2 The place of performance for all obligations arising from and in connection with the contractual relationship is Augsburg.

13.3 Exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Augsburg, provided that the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. Otherwise, Augsburg shall be the exclusive place of jurisdiction if the customer moves his residence or usual place of abode abroad or his residence or usual place of abode is unknown at the time the action is filed. In any case, we are also entitled to take legal action at the customer’s general place of jurisdiction.

13.4 The business relations between the customer and us arising from and in connection with this contract shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG).