1. Scope of application
The Terms of Conditions
apply to all business relationships between assemblean GmbH, Fürstenallee 45, 33102 Paderborn, registered in the Commercial Register of the Paderborn District Court HRB 15181 (hereinafter “assemblean") and its contractual partners. The GTC apply to all deliveries of products and services provided by assemblean to its contractual partners and are an integral part of the contracts and contract initiations, even if they are not separately agreed again.
Contractual partners in the sense of these GTC are both consumers in the sense of § 13 BGB (German Civil Code) and entrepreneurs in the sense of § 14 BGB.
The GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become an integral part of the contract if their validity has been expressly agreed to in writing (e.g. e-mail, letter) by assemblean. This consent requirement shall apply in any case, for example even if assemblean accepts an order in the knowledge of the Customer’s General Terms and Conditions.
These Terms and Conditions shall apply to all (future) deliveries and services provided by assemblean to its contractual partners, exclusively in the version valid at the time of conclusion of the contract.
2. Offer and contract conclusion
The contracting party may request an offer from assemblean in writing, by e-mail, directly on the website www.assemblean.com, on the app.assemblean.com platform or verbally.
On the basis of the request, assemblean shall submit an offer to the Contracting Party. assemblean shall be bound by this offer for seven (7) calendar days. The contracting party is entitled to accept the offer within this period. The date on which assemblean receives the contractual partner’s acceptance shall be decisive for compliance with the deadline. The manufacturing contract shall be concluded if the Contracting Partner accepts the offer and if assemblean confirms such acceptance of the offer with a corresponding order confirmation. Only an unmodified acceptance of this offer by the Contracting Party shall be deemed to be such an acceptance.
The contractual partner’s declaration of acceptance can be made in any form. With acceptance, the unrestricted legal capacity is assured.
A contract shall not be concluded if the contractual partner’s enquiry relates to the manufacture of weapons, weapon parts or other prohibited products/materials and the contractual partner has not informed assemblean of this separately. Should assemblean only become aware of this in the course of the production process, the production shall be terminated immediately. In this case, the contractual partner shall not be entitled to delivery of the product and shall be obliged to compensate assemblean for all costs incurred.
A contract shall not be concluded if the contractual partner’s enquiry relates to the production of safety components within the meaning of the Machinery Directive 2006/42/EC and the contractual partner has not informed assemblean of this separately. Should assemblean only become aware of this in the course of the production process, production shall be terminated immediately. In this case, the contractual partner shall not be entitled to delivery of the product and shall be obliged to compensate assemblean for all costs incurred.
The contracting partner assures assemblean that he/she is entitled to use the specifications and grants assemblean the rights of use necessary for the execution of the order. This includes in particular the production partners.
assemblean shall be entitled to commission third parties (hereinafter referred to as “production partners") to manufacture the parts ordered by the Customer under a production project. The consent of the Customer shall not be required for this. assemblean shall also not be obliged to inform the Customer of this.
assemblean shall be entitled to modify technical details of the drawings and 3D files submitted by the Contractual Partner, insofar as this is necessary for the manufacture of the desired product. This applies in particular to the modification of work steps.
The Contractual Partner shall own and/or hold the copyrights to orders placed by the Contractual Partner and to the information, drawings, illustrations, calculations, descriptions and other documents made available to assemblean. assemblean may not make them available to third parties, disclose them, use them itself or have them used by third parties or reproduce them without the express consent of the Contractual Partner. This shall not apply to making them available to experts for the preparation of a quotation or to production partners and to reproduction within this framework.
assemblean shall not provide the contractual partner with details such as company name, address, country, etc. of the production partners commissioned with the manufacture of the products without a separate agreement.
4. Prices and delivery costs
Unless otherwise stated, the place of performance shall always be assemblean’s location in Fürstenallee 45, 33102 Paderborn.
Unless otherwise stated, separate shipping costs shall be charged for packaging and shipping to another address.
If the contractual partner is an entrepreneur, the prices shall apply ex production partner plus freight, duties, customs, insurance premiums and other third-party costs, unless otherwise stated.
If taxes, duties, freight, insurance premiums or other third-party costs included in the agreed price for entrepreneurs increase later than four (4) weeks after the conclusion of the contract, assemblean is entitled to change the price accordingly.
Furthermore, assemblean reserves the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or economic situation, circumstances arise that make the manufacture and/or purchase of the product in question significantly more expensive than at the time of the price agreements. In this case, the company may cancel the orders it is affected by within four (4) weeks after notification of the price increase.
5. Delivery/Shipping/Transfer of risk
Delivery shall be made within Germany ex works. If, at the request of the Contracting Party, a delivery is made to the delivery address provided by the Contracting Party by means of a shipping route and/or forwarding agent and carrier to be freely determined by assemblean, the price risk shall pass to the Contracting Party upon handover of the products to the forwarding agent or carrier. assemblean shall not assume any further liability.
Delivery dates that have not been expressly agreed as binding are exclusively non-binding information. In the event of a binding agreement of delivery periods, these shall commence on the date of the order confirmation.
These delivery periods shall only apply on condition that all details of the order are clarified in good time and that all obligations of the Contractor are fulfilled in good time, e.g. provision of all official certificates, letters of credit and guarantees or advance payments.
The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the products have not been dispatched on time through no fault of assemblean.
If, through no fault of assemblean, transport by the intended route or to the intended place within the intended time is impossible or substantially impeded, assemblean shall be entitled to deliver by another route.
Insofar as assemblean, for reasons for which it is responsible, is in default of delivery or a delivery becomes impossible, and this is not due to intent or gross negligence on the part ofa assemblean, liability for damages shall be excluded except for damages arising from injury to life, body or health.
If delays in delivery are due to reasons of force majeure for which assemblean is not responsible, the delivery period shall be extended accordingly. This shall also apply if such events have occurred during an existing delay. Force majeure shall include currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which assemblean is not responsible (e.g. fire, machine or roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance as well as all other circumstances which, without being the fault of assemblean, make deliveries significantly more difficult or impossible. It is irrelevant whether these circumstances occur at assemblean, a production partner or a supplier. The contractual partner shall be informed immediately.
The product shall be delivered packed, if customary in the trade. Packaging, protective and/or transport aids will be provided by assemblean according to its experience and at the expense of the Contractor.
5.10.2 assemblean is entitled to make partial deliveries to a reasonable extent. Excess and short deliveries of the agreed quantity are permissible as is customary in the industry.
If the contractual partner does not specify a separate delivery address prior to delivery, the contractual partner’s official registered office shall be understood as the delivery address.
If acceptance has been agreed, it can only take place in the factory immediately after notification of readiness for acceptance. The contractual partner shall bear the personal acceptance costs.
If the acceptance is not carried out, not carried out on time or not carried out completely through no fault of assemblean, assemblean shall be entitled to dispatch the product without acceptance or to store it at the expense and risk of the contractual partner and to charge it to the contractual partner.
Payment shall be made by bank transfer or by other means. The costs of the payment transaction shall be borne by the contracting partner. Unless otherwise agreed, the term of payment shall be fourteen (14) days from delivery to the contracting party.
In the event of an agreed cash discount, this shall only apply to the invoice value excluding freight and shall require full settlement of all due liabilities of the contractor at the time of the cash discount.
If assemblean becomes aware of circumstances which, according to its due discretion, are likely to reduce the creditworthiness of the Entrepreneur, assemblean shall be entitled to refuse outstanding deliveries or to make them only against advance payment or the provision of collateral. In this case, assemblean shall also be entitled to declare all outstanding claims from the current business relationship with the Entrepreneur due and payable without delay.
If the payment deadline is exceeded or in the event of default, assemblean shall charge interest at a rate of ten (10) percentage points. We reserve the right to claim further damage caused by default. In the case of merchants, assemblean’s claim to the commercial due date interest rate within the meaning of Section 353 of the German Commercial Code (HGB) shall remain unaffected.
7.4 Exclusively in the case of entrepreneurs
assemblean shall be entitled to set off all claims to which the Entrepreneur is entitled against assemblean, irrespective of the legal grounds. This shall also apply if payment in cash has been agreed by one party and payment in bills of exchange or other services on account of performance by the other party. If applicable, these claims shall only relate to the balance. If the claims are due at different times, assemblean’s claims shall become due at the latest when assemblean’s liability falls due and shall be settled with value date.
assemblean may cooperate with collection agencies, lawyers or other third parties to secure the payment of its receivables. Receivables from deliveries to contractual partners may be assigned by assemblean to third parties.
8. Retention of ownership
All products delivered shall remain the property of assemblean until payment has been made in full (“Retained Products").
In the case of entrepreneurs, the following shall apply in addition to clause I. 1:
– The delivered product shall remain a Retained Product until all claims, in particular also the respective balance claims, to which assemblean is entitled within the scope of the business relationship have been settled (
“Balance reservation") and the claims which are unilaterally established by the insolvency administrator by way of choice of performance. This shall also apply to claims arising in the future and conditional claims, e.g. from bills of acceptance, and also if payments are made on specifically designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.
Prior to the transfer of ownership, resale, leasing, pledging, transfer by way of security, processing, other disposal or transformation is not permitted without the express consent of assemblean.
The contractual partner’s claims against assemblean in the event of defects shall generally be governed by the statutory provisions within the statutory warranty periods, unless deviations result from the following provisions.
Damage caused by improper measures or measures contrary to the contract on the part of the contractual partner during installation, connection, operation or storage shall not constitute grounds for claims against assemblean.
In the event of a justified notification of defect within the time limit, assemblean may choose to remedy the defect or deliver a defect-free item (supplementary performance). assemblean shall be entitled to three (3) attempts at supplementary performance within this framework. Subsequent fulfilment shall then be deemed to have failed. If subsequent performance fails, assemblean may withdraw from the contract. The contracting party shall not be entitled to remedy the defect without the express consent and agreement of assemblean, including consent and agreement on the costs of such remedy.
If the contractual partner is an entrepreneur in his capacity as an end customer or entrepreneur and the order is placed for his business enterprise, the following shall apply in deviation from the above:
Material defects of the product shall be notified in writing immediately, at the latest seven (7) days after delivery, by means of a technically confirmed complaint report. Material defects which cannot be discovered within this period even with the most careful inspection shall be notified in writing immediately after discovery, at the latest before expiry of the agreed or statutory limitation period, with immediate cessation of any processing.
After the performance of an agreed acceptance of the product by the contractual partner, the notification of material defects which were detectable during the agreed type of acceptance shall be excluded.
Claims for defects shall become statute-barred one year after receipt of the goods.
10.5 Unless otherwise agreed, assemblean does not accept any quality claims regarding the fit, applicability or usability of the manufactured product or products to other items or in other items (e.g. construction or assembly groups). Any quality claims will always be considered at the discretion of each product per se.
In the event of a defect claim, the contractual partner has the obligation to work cooperatively with assemblean to remedy the defects (e.g. provide technical information in a timely manner, prepare defective products for collection, etc.).
assemblean shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo and tort, in cases of intent and gross negligence. Insofar as an attributable breach of duty is based on simple negligence and an essential contractual obligation is culpably breached, assemblean’s liability for damages shall be limited to the foreseeable damage that typically occurs in comparable cases. Material contractual obligations are those that grant the contracting parties the rights that the contract is intended to grant according to its content and purpose, in particular the obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the end customer regularly relies and may rely.
These limitations shall not apply in the case of mandatory liability, in particular under the Product Liability Act, in the case of damage to life, limb or health.
For end customers who are consumers, the statutory limitation periods shall apply.
For end customers who are entrepreneurs, in deviation from § 634a para. 13 BGB, the following shall apply
the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin with acceptance.
assemblean shall not be liable for any damage caused by delay in delivery of the product, including the additional costs incurred by the contractual partner through replacement production of the same product.
12. Closing provisions
12.1 Applicable law / place of jurisdiction
The law of the Federal Republic of Germany shall apply. The place of jurisdiction shall be Paderborn, insofar as this is legally permissible.
12.2 Language of the contract
All communication within the scope of the declarations relevant to the contract shall take place in German.
12.4 Subsidiary agreements/written form
There are no verbal collateral agreements. Amendments to these terms and conditions must be made in writing. This shall also apply to any waiver of the written form requirement.
12.5 Invalidity of individual clauses
Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. In the event of an invalid provision, assemblean and the contracting party undertake to agree on a provision that comes as close as possible to the economic sense and purpose of the invalid provision. The same shall apply to any loopholes.