As of 13 April 2018
1. General provisions
The MESHPARTS GmbH provides its services solely in accordance with the following terms and conditions, unless a written contract is agreed otherwise. Other terms and conditions of the customer are hereby rejected.
Any data or information (texts, images, videos, finite element models) that are made available on the MESHPARTS website (https://www.meshparts.de) are the property of the MESHPARTS GmbH. The transfer of this data or information without authorization from MESHPARTS GmbH is regardless of the medium used for this purpose not allowed. Finite Element models downloaded from the MESHPARTS website are validated and checked for errors. Nevertheless MESHPARTS GmbH cannot guarantee the accuracy, integrity or quality of the models. MESHPARTS GmbH assumes no responsibility for the consequences of using these models. MESHPARTS GmbH cannot be liable for damage caused by the use of these models.
3. Order placement
A contract award to MESHPARTS GmbH and any kind of contract conclusion must be made in writing. Amendments or changes of any kind to an offer of MESHPARTS GmbH or an existing contract must be made in writing. Orally, by telephone or telex provided information and commitments are not binding.
The price mentioned in the offer or contract is a fixed price, unless otherwise agreed in writing. Should the agreed price be not enough to achieve an optimal result, MESHPARTS GmbH shall inform the contractor and make recommendations on how to proceed.
The contractually agreed payments must be made to the account of MESHPARTS GmbH within 14 days of receipt of the invoice or according to the agreed terms of payment. The VAT will be invoiced and paid.
MESHPARTS GmbH can only begin with the execution of the contract if overdue payments on the account have been received in advance.
5. Work results / Inventions
The regulation stipulated in the contract or offer shall be applicable. Should there be no separate regulation contained, the following applies: The client receives for the respective result an irrevocable non-exclusive right. Regarding the cost of registration, maintenance and defense of intellectual property rights arising under the contract, the contractor shall reimburse to MESHPARTS GmbH a fee to be agreed upon. Should the customer use the intellectual property right, it is his/ her obligation to reimburse the employee inventor's compensation proportionately.
6. Confidentiality / Publication
MESHPARTS GmbH will hold all of the information of technical and commercial nature received from the customer secret from third parties for longer than the duration of this contract, insofar as such information is not made otherwise generally known or the client has in written decided to non-confidentiality. With regard to the scientific requirements and works of the founder of MESHPARTS GmbH, he has the right to publish the results hereunder obtained in scientific usual form after prior consultation with the customer.
The customer is entitled to publish also in agreement with MESHPARTS GmbH. In this respect, an intended publication shall be set aside for a required time when dissertations, theses or patent applications may be affected.
This rule applies up to 2 (two) years following the conclusion of the project.
7. Liability / Warranty
The liability of MESHPARTS GmbH, its legal representatives and agents for breach of contract or tort is limited to cases of intent, gross negligence, lack of a guaranteed property and breach of duty, when at their failure the purpose of the contract would be at risk. The liability is limited for proven damages to the contractual amount; there is no liability for consequential damages.
MESHPARTS GmbH ensure the application of scientific care and compliance with codes of practice, but not the actual achievement of the research and development objective.
MESHPARTS GmbH will entrust suitable employees with the execution of work under this contract and will undertake them, as far as permitted by law, to comply with the provisions of this contract.
MESHPARTS GmbH is entitled to carry out improvements to any defects. In the case of failure of the repair, the customer is entitled to demand either a reduction or cancellation of the contract. Further warranty claims are excluded.
The warranty is limited to 6 (six) months after the transfer of research and development results. This also applies to warranty claims, not subject to the statutory warranty obligations.
8. Property Rights of third person
In the event that the contractor's personnel is or shall become aware of property rights which may be connected to the work under this contract the contractor shall notify the other party without delay. A commitment to conducting research does not exist.
This agreement may be terminated prematurely within a 3-month period,
- if it is evident that the expected result will not be achieved at all or without significant exceeding of the estimated cost or processing time, or
- if unusual circumstances occur which may cause that the continuation of this agreement cannot be expected.
In case of premature termination of the contract, the contracting parties will agree on an eventually required remaining winding-up. The costs already incurred up to this point by MESHPARTS GmbH shall be paid by the client according to Section 3.
Additional agreements, changes and additions must be in writing.
The place of fulfilment is Stuttgart. The place of jurisdiction - where legally permissible - is Stuttgart.
Applicable law is the law of the Federal Republic of Germany.