General Terms and Conditions (B2B) of Scanmore GmbH for scanmotion-3d.de
1. scope of application
(1) These General Terms and Conditions apply to all contracts, deliveries and services of Scanmore GmbH via the website scanmotion-3d.de vis-à-vis entrepreneurs, legal entities under public law and special funds under public law.
(2) Consumers are excluded from commissioning.
(3) Conflicting, deviating or supplementary general terms and conditions of the customer only become part of the contract if Scanmore GmbH has expressly agreed to their validity in text form.
(4) These General Terms and Conditions shall also apply to future contracts with the same customer, unless otherwise agreed in individual cases.
2 Subject matter of the contract and scope of services
(1) The subject matter of the contract shall be the services specified in the offer, the order confirmation, the service description or the individually agreed project scope.
(2) Via scanmotion-3d.de, Scanmore GmbH offers in particular services in the areas of 3D scanning, 3D measurement, target/actual comparison, reverse engineering, parametric modeling, volume modeling, reverse engineering and related digital data preparation.
(3) Information on websites, in brochures, presentations or other documents of Scanmore GmbH serve as a general description and do not constitute a guaranteed quality, unless they have been expressly agreed as binding.
(4) Scanmore GmbH is entitled to render partial services as far as this is reasonable for the customer.
3. conclusion of contract
(1) Offers of Scanmore GmbH are subject to change and non-binding, unless they are expressly designated as binding.
(2) A contract is concluded by order confirmation in text form, by mutual signature, by express acceptance of the offer by the customer or by commencement of the provision of services.
(3) The individual agreements, the offer, the order confirmation and, in addition, these General Terms and Conditions shall be decisive for the content of the contract.
4 Prices and terms of payment
(1) All prices are net prices plus the statutory value added tax.
(2) Unless otherwise agreed, invoices are due for payment without deduction within 7 calendar days of the invoice date.
(3) Additional services, additional expenses, subsequent change requests as well as delays or additional expenses caused by the customer shall be remunerated separately.
(4) If the customer is in default of payment, the statutory default regulations shall apply.
5 Obligations of the customer to cooperate
(1) The customer shall provide Scanmore GmbH with all information, data, documents, approvals, contact persons, products, samples, components, access or other cooperation required for the provision of services in a timely and complete manner.
(2) The customer is responsible for the accuracy, completeness and legal admissibility of the content, data and documents provided by him.
(3) The customer must ensure that the objects, components, machines, systems or areas to be recorded are accessible, workable and in a suitable condition in good time.
(4) If the customer fails to provide the required cooperation or if it is late, incomplete or incorrect, the agreed performance deadlines shall be extended accordingly. Any additional expenses incurred as a result shall be remunerated separately.
6 Performance deadlines and dates
(1) Performance deadlines and dates are only binding if they have been expressly agreed as binding.
(2) Scanmore GmbH is not responsible for delays due to force majeure, unforeseeable events or missing, delayed or insufficient cooperation of the customer. In such cases, deadlines and dates will be extended accordingly.
(3) If the customer defaults on cooperation, approvals or provision of materials, Scanmore GmbH may adjust the project schedule accordingly.
7. acceptance and release
(1) Insofar as the service owed is of a contractual nature, the customer is obliged to accept the service as soon as it has been provided in accordance with the contract. Acceptance may not be refused due to insignificant defects.
(2) Insofar as releases, correction statuses, draft statuses or partial results are provided for in the project, releases issued by the customer shall be deemed binding.
(3) If the customer does not respond to a service submitted for acceptance or release within 7 calendar days, Scanmore GmbH may set the customer a grace period of 7 calendar days. After fruitless expiry of this grace period, the service is deemed to be accepted or released, provided that Scanmore GmbH has informed the customer of this consequence when setting the deadline.
(4) Partial acceptances are permissible if the respective partial service can be used independently or is self-contained.
8. change requests and additional services
(1) Any changes or additions requested by the customer after conclusion of the contract must be agreed with Scanmore GmbH.
(2) Scanmore GmbH is entitled to charge separately for any additional expenses incurred as a result and to adjust performance deadlines accordingly.
(3) Agreed remuneration shall relate exclusively to the originally agreed scope of services.
9. special provisions for 3D scanning, measurement and reverse engineering
(1) Depending on the order, the services may include 3D scans, measurements, digital data acquisition, evaluations, data processing and reverse engineering services.
(2) Measurement results, accuracies and tolerances depend in particular on material properties, surface, size, soiling, reflection, transparency, accessibility, ambient conditions and the agreed purpose of use.
(3) Deviations that are unavoidable for technical or material reasons or that are customary in the industry shall not constitute a defect, provided that the contractually stipulated use is not significantly impaired.
(4) The results shall be handed over exclusively in the agreed data formats.
(5) Scanmore GmbH only owes raw data, point clouds, meshes, intermediate statuses, design statuses or other unprocessed data if this has been expressly agreed.
(6) Reverse engineering includes the reconstruction or derivation of digital models on the basis of scan data, measurement data, reference data or templates provided by the customer.
(7) If no complete technical specifications are available, modeling and design decisions are made at the professional discretion of Scanmore GmbH.
(8) Suitability for specific production, series, approval or safety purposes is only owed if this has been expressly agreed.
10. defect rights
(1) The customer must inspect the services of Scanmore GmbH immediately after receipt, provision or delivery in the ordinary course of business and immediately report any recognizable defects.
(2) Insofar as a mutual commercial transaction exists, § 377 HGB (German Commercial Code) shall apply in addition.
(3) In the event of justified defects, Scanmore GmbH must first be given the opportunity to remedy the defect within a reasonable period of time.
(4) If the supplementary performance fails or is unreasonable, the customer may assert the statutory rights.
(5) Insignificant deviations, in particular minor technical or production-typical deviations, shall not constitute a defect insofar as the contractually stipulated use is not significantly impaired.
11. liability
(1) Scanmore GmbH is liable without limitation in cases of intent and gross negligence.
(2) In the case of simple negligence, Scanmore GmbH is only liable for the breach of essential contractual obligations; in this case, liability is limited to the foreseeable damage typical for the contract.
(3) The above limitations of liability shall not apply in the event of injury to life, limb or health or in cases of mandatory statutory liability.
(4) Insofar as the liability of Scanmore GmbH is excluded or limited, this also applies in favor of its legal representatives, employees and vicarious agents.
12. rights of use
(1) The customer shall receive the rights of use agreed in the offer, order or other individual agreement for work results that are protected by copyright or other legal protection.
(2) Unless otherwise agreed, rights of use shall not be granted until the agreed remuneration has been paid in full.
(3) Unless expressly agreed, Scanmore GmbH does not owe the release of raw data, open work files, project files, source files, design statuses or other interim results.
(4) Rights of use may be granted with restrictions in terms of content, time, territory or subject matter.
13. reference use
(1) Scanmore GmbH is entitled to use the services rendered for the customer as well as the work results created or produced in the process as a reference for self-promotion purposes, in particular on websites, in social media channels, in presentations, offers and sales documents.
(2) In principle, this also includes the naming of the customer and the use of the customer’s name, brand and logo in the usual reference form, in particular in customer lists or logo banners.
(3) Reference use is excluded if
a) a confidentiality or non-disclosure agreement exists between the parties or
b) the customer has expressly objected to reference use or the use of its name, brand or logo prior to conclusion of the contract or upon conclusion of the contract.
(4) If the customer only prohibits the mention of his name, brand or logo, Scanmore GmbH remains entitled to use work results in anonymized form as a reference, provided that this does not violate any legitimate confidentiality interests of the customer.
14. confidentiality
(1) Both parties undertake to treat as confidential all commercial, technical and organizational information of the other party that becomes known to them in the course of the execution of the contract and that is not in the public domain.
(2) The confidentiality obligation does not apply to information that is generally known, becomes known without breach of this obligation or must be disclosed due to legal obligations.
15 Cancellation, postponement and cancellation of bindingly agreed dates
(1) If a bindingly agreed appointment is canceled, postponed or cannot be carried out for reasons for which Scanmore GmbH is not responsible and which originate from the customer’s sphere, Scanmore GmbH is entitled to charge the expenses incurred up to that point, including reserved personnel, technical, travel, shipping, preparation and planning costs as well as reasonable compensation for cancellation.
(2) This shall apply in particular if necessary cooperation, documents, approvals, products, samples, components, contact persons, access or other requirements are not provided by the customer in good time.
(3) The customer reserves the right to prove that no expenses or damages were incurred or that they were significantly lower.
16. data protection
Information on the processing of personal data can be found in Scanmore GmbH’s separate privacy policy. As far as Scanmore GmbH processes personal data in the context of the execution of the contract, this is done in accordance with the applicable data protection regulations.
17. return of customer property
(1) Products, samples, components, documents or other items provided by the customer shall generally be returned to the customer after completion of the service provision, unless otherwise agreed in individual cases or the customer waives the return shipment.
(2) Returns are always made at the customer’s expense by DHL as an insured shipment.
(3) Packaging, shipping and any additional costs for the return shipment shall be charged to the customer separately or invoiced according to the flat rate agreed in the individual case.
(4) The customer must provide Scanmore GmbH with the necessary return information, in particular a suitable delivery address, in good time. Delays or additional expenses due to incomplete or late information provided by the customer shall be borne by the customer.
(5) If the customer does not wish the goods to be returned, he must inform Scanmore GmbH in text form by the end of the project at the latest.
(6) If the customer waives the return shipment or if a return shipment is not possible for reasons for which the customer is responsible, Scanmore GmbH is entitled to store the items free of charge for a period of 30 calendar days from the completion of the project. After expiry of this period, Scanmore GmbH may continue to store the items at the customer’s expense or request the customer to collect them.
(7) A further storage obligation shall only exist if this has been expressly agreed.
18. final provisions
(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is, as far as legally permissible, the registered office of Scanmore GmbH.
(3) Amendments and supplements to the contract must be made at least in text form, unless a stricter form is prescribed by law.
(4) Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.