General Terms and Conditions (GTC)

Notice

These General Terms and Conditions apply exclusively to entrepreneurs (business customers) within the meaning of Section 14 of the German Civil Code (BGB). They do not apply to contracts concluded with consumers within the meaning of Section 13 BGB.

§ 1 Scope of Application

(1) These General Terms and Conditions shall apply to all current and future contracts between DigIt 3D GmbH and its customers who are not consumers within the meaning of Section 13 BGB, in particular service agreements, training agreements and project-related consulting contracts.

(2) Individually negotiated contractual agreements shall take precedence over these General Terms and Conditions, provided they have been agreed in writing.

(3) Any conflicting or deviating terms and conditions of the Customer shall not become part of the contract unless DigIt 3D GmbH has expressly agreed to their validity in writing.

(4) Any amendments or supplements to these General Terms and Conditions must be made in writing.

(5) For project-specific services, supplementary individual agreements may be concluded. Such agreements shall prevail over these General Terms and Conditions.

§ 2 Services and Customer Cooperation Obligations

(1) DigIt 3D GmbH provides professional services in the fields of:

3D scanning
Reverse engineering
PC-DMIS support and training
HPL sensor acceptance testing
3D metrology consulting
Digitalization of components and objects

(2) Services shall be performed in accordance with the generally recognized state of the art applicable at the time the contract is concluded.

(3) The Customer shall provide all information, documents, data, access rights and other cooperation required for the proper performance of the agreed services in a complete and timely manner.

(4) Any delays or additional expenses resulting from insufficient cooperation by the Customer shall be borne by the Customer.

(5) Reverse engineering is limited to the digital reconstruction of existing components and shall not constitute an engineering, design or product development service unless expressly agreed otherwise in writing.

§ 3 Quotations, Contract Formation and Documents

(1) All quotations issued by DigIt 3D GmbH are non-binding and subject to change without notice. A contract shall only become effective upon written order confirmation by DigIt 3D GmbH.

(2) DigIt 3D GmbH retains all ownership rights, copyrights and other intellectual property rights in quotations, cost estimates, drawings, CAD data and any other documents provided to the Customer. Such documents may neither be disclosed to third parties nor used for purposes other than the agreed contractual purpose without the prior written consent of DigIt 3D GmbH.

§ 4 Prices, Additional Costs and Payment Terms

(1) All prices are quoted net of the applicable statutory value-added tax (VAT).

(2) Unless otherwise agreed in writing, invoices are payable without deduction.

(3) Payment Terms

Invoices below EUR 5,000 are payable immediately upon receipt.
Invoices exceeding EUR 5,000 are payable within 14 days.
For new customers and international assignments, DigIt 3D GmbH may require an advance payment of 50% before commencement of the services.
In the event of late payment, statutory default interest pursuant to Section 288 (2) BGB as well as the statutory lump-sum compensation of EUR 40 shall apply.
Travel time, travel expenses, accommodation costs, daily allowances, shipping and packaging costs shall be charged separately unless expressly included in the quotation.

(4) Surcharges

Unless otherwise agreed in the quotation or contract, the following surcharges shall apply:

Overtime exceeding 8 working hours per day: +50%
Saturdays: +125%
Sundays: +150%

All surcharges are calculated based on the agreed hourly rate.

(5) DigIt 3D GmbH shall be entitled to invoice advance payments according to the progress of the project and to invoice partial services separately.

§ 5 Performance of Services and Delivery Conditions

(1) Services shall be performed either at the Customer's premises, at the premises of DigIt 3D GmbH, or on the basis of data provided by the Customer, as mutually agreed.

(2) Partial performance of services shall be permissible, provided that this is reasonable for the Customer.

(3) Digital work results shall be delivered exclusively in electronic form (via e-mail or download link).

(4) Delivery dates and deadlines shall be deemed approximate unless expressly agreed as binding in writing.

(5) In the event of unforeseen circumstances (e.g. force majeure or operational disruptions), agreed delivery periods shall be extended by an appropriate period.

(6) Backup or archival storage of data beyond statutory retention periods shall only be provided if expressly agreed in writing.

(7) Unless expressly agreed otherwise in the form of a contract for work ("Werkvertrag"), DigIt 3D GmbH does not guarantee any specific commercial or technical success but solely the professional performance of the agreed services.

§ 6 Warranty

(1) The Customer shall inspect all delivered data, models and digital work results immediately upon receipt for completeness, plausibility and obvious defects. Any obvious defects must be reported to DigIt 3D GmbH in writing without undue delay and no later than seven (7) calendar days after delivery. If no notice of defects is given within this period and the delivered results are further processed or used, they shall be deemed accepted with regard to obvious defects.

(2) In the event of justified defects, DigIt 3D GmbH shall first be entitled to remedy such defects. If such remedy fails on two occasions, the Customer shall be entitled to the statutory warranty rights.

(3) Claims for defects shall become time-barred one (1) year after delivery, except in cases of intent, fraudulent concealment or an expressly assumed guarantee.

§ 7 Liability

(1) DigIt 3D GmbH shall be liable without limitation for damages caused by intent or gross negligence as well as for injury to life, body or health.

(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), liability shall be limited to the foreseeable damage typical for this type of contract.

(3) Any further liability shall be excluded to the extent permitted by applicable law.

(4) The above limitations and exclusions of liability shall also apply for the benefit of the legal representatives, employees and agents of DigIt 3D GmbH.

(5) The Customer shall use all data, models and digital work results supplied by DigIt 3D GmbH at its own risk. Before any further use, the Customer shall independently verify the suitability, dimensional accuracy and fitness for the intended purpose of all delivered data, models and measurement results.

(6) Reverse engineering, digitalization, CAD reconstruction and measurement results do not constitute engineering or design services, CE conformity assessments, safety assessments or machine acceptance procedures unless expressly agreed in writing.

(7) The Customer shall independently validate all measurement results and digital work results prior to their use in production or series manufacturing.

§ 8 Set-Off and Right of Retention

(1) The Customer may only set off claims against DigIt 3D GmbH with counterclaims that are undisputed or have been finally established by a court of law.

(2) The Customer may exercise a right of retention only if the counterclaim arises from the same contractual relationship and is undisputed or has been finally established by a court of law.

§ 9 Intellectual Property Rights and Rights of Use

(1) For the purposes of these General Terms and Conditions, Digital Results include, but are not limited to, CAD data, STEP, IGES, STL, OBJ and PLY files, point clouds, meshes, scan projects, measurement programs, inspection reports, evaluation reports, technical drawings and any other digital work results.

(2) All rights, including copyrights and other intellectual property rights relating to Digital Results created by DigIt 3D GmbH, shall remain exclusively vested in DigIt 3D GmbH.

(3) Upon full payment of the agreed remuneration, the Customer shall receive a non-exclusive, perpetual right to use the Digital Results created under the respective contract (including, but not limited to, CAD data, technical drawings, 3D scans and models).

(4) The scope and extent of the rights of use granted shall be determined exclusively by the respective quotation, order confirmation or a separate written agreement.

(5) Any disclosure or transfer of Digital Results created by DigIt 3D GmbH to third parties shall be at the Customer's sole risk. The Customer shall indemnify and hold harmless DigIt 3D GmbH against all third-party claims arising from such disclosure or transfer.

(6) DigIt 3D GmbH shall not be liable for dimensional accuracy, functionality, tolerances, manufacturing defects or any other damages arising from the use of the Digital Results by third parties. Furthermore, DigIt 3D GmbH shall not be liable for damages resulting from improper use, incorrect further processing, disclosure to third parties or improper application of the delivered data. The Customer shall disclose the Digital Results only within the scope of the rights of use contractually granted. In the event of disclosure to third parties, the Customer shall ensure that such third parties receive no rights exceeding those granted to the Customer.

(7) DigIt 3D GmbH shall not be liable for the performance of the Customer's contractual obligations towards third parties. The Customer shall indemnify and hold harmless DigIt 3D GmbH against all risks, damages, third-party defect claims and legal disputes arising in connection therewith.

(8) DigIt 3D GmbH shall only be liable in cases of intent or gross negligence, unless mandatory statutory provisions provide otherwise.

(9) No implied license or implied grant of rights shall arise from the provision of the Digital Results.

(10) The Customer warrants that all objects, documents and data provided to DigIt 3D GmbH are free from third-party rights and shall indemnify and hold harmless DigIt 3D GmbH against any claims asserted by third parties in this respect.

(11) All Digital Results and copyrighted works created by DigIt 3D GmbH shall bear the copyright notice:

The Customer shall ensure that this copyright notice is retained whenever the Digital Results are used or reproduced.

(12) Raw scan data, point clouds, scan projects, interim project files, measurement programs and all project-related data shall remain the exclusive property of DigIt 3D GmbH unless otherwise agreed in writing.

(13) Project data shall generally be archived for a period of six (6) months following completion of the project. After this period, there shall be no entitlement to further storage or restoration of such data. Extended archiving may be agreed separately for an additional fee.

§ 10 Data Protection and Confidentiality

(1) All personal and business-related data shall be treated confidentially and processed in compliance with the applicable data protection laws.

(2) The obligation of confidentiality shall survive the termination or completion of the contractual relationship.

(3) All data provided by the Customer shall be used exclusively for the performance of the respective contract.

(4) Where required, the Parties shall enter into separate Non-Disclosure Agreements (NDAs) and/or Data Processing Agreements (DPAs) in accordance with applicable data protection legislation.

Kleiner Hinweis: Ich würde im Englischen AVV nicht übernehmen, sondern Data Processing Agreement (DPA) schreiben. Das ist international der etablierte Begriff im Zusammenhang mit der DSGVO/GDPR und wirkt deutlich professioneller.

§ 11 Reference Use

(1) DigIt 3D GmbH shall be entitled to use anonymized work results or project images for demonstration or reference purposes, provided that no confidentiality agreement prohibits such use.

(2) Any reference to the Customer or publication of project references shall require the Customer's prior written consent.

(3) Such consent may be revoked by the Customer at any time with effect for the future.

§ 12 Place of Performance, Jurisdiction and Final Provisions

(1) The place of performance and exclusive place of jurisdiction shall be the registered office of DigIt 3D GmbH. However, DigIt 3D GmbH shall also be entitled to bring legal proceedings before the court having jurisdiction at the Customer's registered place of business.

(2) These General Terms and Conditions and all contractual relationships shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(3) Should any provision of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

§ 13 Force Majeure

(1) Events of force majeure, including but not limited to natural disasters, pandemics, governmental measures, power outages, cyberattacks, strikes or any other unforeseeable events beyond the reasonable control of the Parties that materially impede or prevent the performance of the agreed services, shall extend the agreed deadlines by an appropriate period. Neither Party shall be liable for damages resulting from such events. Any payment claims already accrued shall remain unaffected.

(2) The affected Party shall inform the other Party without undue delay of the occurrence and the end of the force majeure event.

Severability Clause

Should any provision of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the legally permissible provision that most closely reflects the economic intent and purpose of the original provision shall be deemed agreed.

Effective as of: 30 June 2026

DigIt 3D GmbH