General Terms and Conditions

§ 1 General, Scope, Definitions
(1) The following general terms and conditions apply exclusively to the business relationship between MRS Materialis Recycling Solutions GmbH, Lärchenweg 9, 14547 Beelitz (hereinafter “contractor”) and the customer (hereinafter “client”) in the version valid at the time the contract was concluded.
(2) Deviating general terms and conditions of the client are not recognized unless the contractor expressly agrees to their validity in writing.
(3) The contractor concludes the contract only with entrepreneurs. Pursuant to § 14 BGB (German civil code), an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or self-employed professional activity.
(4) There is no gender-specific differentiation in these General Terms and Conditions. This is for better readability. Corresponding terms apply to all genders in terms of equal treatment.

§ 2 Conclusion of contract
(1) The contract is concluded when the client confirms the contractor’s offer. Acceptance requires text form (e-mail is sufficient).
(2) Offers from the contractor are non-binding until they are accepted by the client.
(3) With the conclusion of the contract, the client accepts the general terms and conditions of the contractor.
(4) The contract is concluded in German. The text of the contract is stored in compliance with data protection. The client can print out or save the text of the contract.

§ 3 Payment modalities
(1) The payment methods are based on the agreement of the parties. Payment is made by bank transfer, unless otherwise agreed.
(2) The due date depends on the payment terms agreed in the contract. The client is already in default by missing the payment date. In this case, he has the contractor for the year default interest in the amount of 9 percentage points above the base interest rate.
(3 ) The client’s obligation to pay interest on arrears does not exclude the contractor from asserting further damages caused by the arrears.
(4) The client is only entitled to set off against the contractor if his counterclaims have been legally established, are undisputed or have been recognized by the contractor. The client may only exercise a right of retention to the extent that the counterclaim is based on the same contractual relationship.
(5) The contractor is entitled to request a down payment or several down payments according to a previously agreed payment plan.
(6) If the client refuses to pay, the contractor has the right to terminate the contract. Claims for damages are reserved in this case.

§ 4 Services / obligations
(1) The contractor only owes the services agreed in the offer/contract accepted by the client.
(2) A separate payment is due for additional services. The contractor informs the client in advance about the costs for special services. In particular, the client does not provide any legal or tax advice. The client is responsible for compliance with legal regulations.
(3) The client is obliged to cooperate and must provide the contractor with the necessary access and all necessary information and data in an easy-to-process form in order to be able to fulfill the agreed services.
(4) The contractor is authorized to commission subcontractors without requiring the consent of the client.
(5) The client is fundamentally free to choose suitable means of fulfilling the order.
(6) Agreed delivery deadlines or completion times are extended accordingly in the event of force majeure, failure of technical systems, or if the contractor’s personnel become ill or if the client’s obligations to cooperate are violated. The assertion of a claim for damages is excluded for this.

§ 5 Retention of title
(1) The delivered goods remain the property of the contractor until full payment has been made.
(2) The contractor retains ownership of the delivered goods until all claims from an ongoing business relationship have been settled in full.
(3) The client is entitled to resell the reserved goods in the ordinary course of business, if a written consent of the contractor is available. All resulting claims against third parties are assigned to the contractor prematurely by the client in the amount of the full invoice value. The processing of the goods has no influence on the effectiveness of the assignment. However, the client remains authorized to collect his claims even after the assignment, without the contractor’s authority to collect the claims being affected. The contractor refrains from collecting the claims as long as no application for the opening of insolvency proceedings has been filed and/or the client fulfills his payment obligations to the contractor without deductions and/or does not default in payment.
(4) The granting of rights of use to the content and documents made available is subject to the condition that the Contractor’s remuneration has been paid in full.

§ 6 Acceptance
If the service provided by the contractor is a work contract, the following applies:
With the completion of the owed work performance, both parties are entitled to demand acceptance and to determine an acceptance date subject to a lead time of 7 working days. If the other party does not appear at the acceptance date, acceptance is deemed to have taken place.

§ 7 Liability
(1) Claims by the client for damages are excluded. Excluded from this are claims for damages by the client resulting from injury to life, limb and health of the client from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages resulting from an intentional or grossly negligent breach of duty by the contractor, his legal representatives or vicarious agents based. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
(2) In the event of a breach of essential contractual obligations, the contractor shall only be liable for the contractually typical, foreseeable damage if this was caused simply by negligence, unless the client has claims for damages resulting from injury to life, limb or health.
(3) The contractor is not liable for lost profits.
(4 ) The restrictions according to paragraphs 1 to 3 also apply in favor of the legal representatives and vicarious agents of the contractor if claims are asserted directly against them.

§ 8 Warranty
(1) The warranty period for items delivered by the contractor is 12 months. The contractor is otherwise liable for defects in accordance with the applicable statutory provisions.
(2) In order to maintain the client’s claims for defects, the contractor must be notified of defects in writing immediately, but no later than within two weeks of delivery. The defective items are to be kept ready for inspection by the Contractor in the condition they were in at the time the defect was discovered.
(3) Insignificant, reasonable deviations in the dimensions and designs – especially in the case of repeat orders – do not justify complaints unless absolute compliance has been expressly agreed. Product images may differ from the delivered products. In particular, changes in the appearance and features of the products can occur after renewals in the manufacturer’s range. Claims for defects do not exist if the changes are reasonable for the client.
(4) There is only an additional guarantee for the goods delivered by the contractor if this was expressly given in the order confirmation for the respective item. The contractor passes on any manufacturer’s guarantee to the client.

§ 9 Copyright / Third Party Rights
(1) The copyright to the content created and any documents handed over by the contractor, in particular plans and drawings, remains with the contractor. The client is prohibited from passing on such content to third parties.
(2) If the client makes protected content available to the contractor for the provision of services or leaves it for processing, the client assures that he has all the necessary corresponding rights to this content. If claims are made against the contractor in this regard by third parties due to the infringement of industrial property rights, the client shall indemnify the contractor against third-party claims.
(3) The contractor is entitled to use brands and other protected content of the client if this is necessary to fulfill the order.

§ 10 References
The contractor is entitled to provide the client as a reference free of charge on the website and in social networks, insofar as this is an entrepreneur and nothing else has been expressly agreed.

§ 11 Confidentiality
(1) “Confidential information” is all information, files and documents about business transactions of the other party that come to its knowledge.
(2) Both parties undertake to maintain secrecy about confidential information relating to the other party and to use it only for the implementation of this contract and the purpose pursued with it.
(3) Both parties undertake to impose the duty of confidentiality on all employees and/or third parties who have access to the aforementioned business transactions.
(4) The confidentiality obligation according to paragraph 2 does not apply to information
a) which were already known to the other party when the contract was concluded,
b) which had already been published by the client at the time it was passed on, without this resulting from a breach of confidentiality by the other party,
c) which the other party has expressly released in writing for disclosure,
d) which the other party has lawfully received from other sources without restrictions affecting confidentiality, provided that the disclosure and use of this confidential information does not violate either contractual agreements, statutory provisions or official orders,
e) which the other party has developed itself without access to the Confidential Information of the client,
f) which must be disclosed due to legal information, notification and/or publication obligations or official orders.

§ 12 Data protection
(1) The client agrees to the storage of personal data in the context of the business relationship with the contractor, in compliance with the data protection laws, in particular the BDSG (german federal data protection atc) and the GDPR. Data will not be passed on to third parties unless this is necessary for the execution of the contract or consent has been given.
(2) If the client transmits the data from third parties, he assures that he has obtained the consent of the third party and releases the contractor from any claims in this regard.
(3) The rights of the client or the person affected by the data processing result in particular from the following standards of the GDPR:
Article 7(3) – Right to withdraw consent under data protection law
Article 15 – Right of access of the data subject, right to confirmation and to be provided with a copy of the personal data

(4) In order to exercise the rights, the client or the person concerned is asked to send an email to the contractor or to contact the competent supervisory authority in the event of a complaint.
(5) The contractor assures that he has taken appropriate technical and organizational measures to ensure the security of personal data and to reduce the risk for the persons concerned.
(6) For the rest, reference is made to the data protection declaration of the contractor’s website at: www.materialis.de

§ 13 Final Provisions
(1) The law of the Federal Republic of Germany applies to contracts between the contractor and the client, excluding the UN Sales Convention.
(2) The place of jurisdiction and place of performance for all disputes arising from contractual relationships between the client and the contractor is the contractor’s registered office in Beelitz (Brandenburg, Germany).
(3) The contract remains binding in its remaining parts even if individual points are legally ineffective. In place of the ineffective points, the statutory provisions, if any, apply. Insofar as this would represent unreasonable hardship for one of the contracting parties, the contract as a whole will become ineffective.

Status: 08.11.2022