Meshparts General terms and conditions
Effective date: March 30, 2013
1. General regulations
MESHPARTS GmbH provides its services exclusively according to the following general terms and conditions, unless otherwise agreed in a written contract. Any other terms and conditions of the client are hereby contradicted.
All data or information (texts, pictures, videos, finite element models) provided via the MESHPARTS website (https://www.meshparts.de) are property of MESHPARTS GmbH. Any transfer of this data or information without permission from MESHPARTS GmbH is not allowed, regardless of the medium used. The finite element models downloaded from the MESHPARTS website are validated models that have been checked for errors. However, MESHPARTS GmbH cannot guarantee the accuracy, integrity and quality of the models. MESHPARTS GmbH also does not take responsibility for the consequences of using these models. MESHPARTS GmbH can in no case be held responsible for damages caused by the use of the models.
3. Placing of order
The price quoted in the offer or contract is a fixed price, unless otherwise agreed in writing. Should the agreed price not be sufficient to achieve an optimal result, MESHPARTS GmbH will inform the contractual partner about this and make suggestions about how to proceed.
The contractually agreed payments must be paid within 14 days after receipt of the invoice from MESHPARTS GmbH by the client or according to the contractually agreed payment dates to the account named by MESHPARTS GmbH.
The value added tax will be invoiced and reimbursed separately.
MESHPARTS GmbH can only begin with the execution of the order when due advance payments have been received on the account.
The placing of an order to MESHPARTS GmbH as well as any form of contract conclusion must be in written form. Additions or changes of any kind to an offer by MESHPARTS GmbH or an already existing contract must be in writing. Information and promises given orally, by telephone or by telex are not binding.
5. Work results / inventions
The regulation agreed upon in the offer or in the contract applies. If there is no separate regulation there, the following applies: The client receives an irrevocable non-exclusive right of use for the result. The client will reimburse MESHPARTS GmbH for the costs of registration, maintenance and defence of industrial property rights, which have arisen within the framework of the contract. Should the client use the property right, he is also obliged to reimburse the employee inventor remuneration on a pro rata basis.
6. Confidentiality / Publication
MESHPARTS GmbH will keep all information of a technical and business nature received from the client on the basis of this contract secret from third parties, even beyond the duration of this contract, as long as and as far as this information has not otherwise become generally known or the client has waived the secrecy in writing. In consideration of the scientific obligations and work of the founder of MESHPARTS GmbH, he is entitled to publish the work results obtained within the scope of this contract in a scientifically usual form after prior agreement with the client.
The client is also authorised to publish after consultation with MESHPARTS GmbH. An intended publication shall be postponed for the necessary time if dissertations, theses or applications for property rights may be affected.
This regulation applies until 2 (two) years after the end of the project.
7. Liability / Warranty
The liability of MESHPARTS GmbH, its legal representatives and vicarious agents for breach of contract or tort is limited to cases of intent, gross negligence, absence of a guaranteed characteristic and breach of an obligation, which would endanger the purpose of the contract if not adhered to. Liability for proven damages is limited to the amount of the contractual remuneration, no liability is assumed for consequential damages.
MESHPARTS GmbH guarantees the application of scientific diligence as well as the compliance with the accepted rules of technology, but not the actual achievement of the research and development goal.
MESHPARTS GmbH will entrust suitable employees with the execution of work within the scope of this contract and will oblige them to comply with the provisions of this contract as far as legally permissible.
MESHPARTS GmbH is entitled to rectify any defects that occur. If the rectification of defects fails, the client is entitled to demand a reduction in payment or cancellation of the contract at his discretion. Further warranty claims are excluded.
The warranty is limited to six months after delivery of the research and development result. This also applies to warranty claims that are not subject to the statutory warranty obligations.
8. Property rights of third parties
If an employee employed in the performance of the work is or becomes aware of industrial property rights which could be of significance in connection with the work under this contract, the contractual partner employing this employee shall inform the other contractual partner of this immediately. There shall be no obligation to carry out searches.
This contract can be terminated prematurely with a notice period of 3 months,
if it becomes apparent that the expected result will not be achieved or will not be achieved without significantly exceeding the planned costs or processing time, or
if extraordinary circumstances occur, due to which the continuation of this contract cannot reasonably be expected.
In the event of premature termination of the contract, the contracting parties shall agree on any remaining settlement of the contract. The client will pay the costs already incurred by MESHPARTS GmbH up to this point in time according to point 3.
Collateral agreements, amendments and supplements must be made in writing.
The place of performance is Stuttgart. As far as legally permissible, Stuttgart is agreed upon as place of jurisdiction.
The law of the Federal Republic of Germany applies.