General Terms and Conditions
Offer Validity
Offers from Fusion Bionic GmbH are binding for 14 days. At the end of this period, Fusion Bionic may submit a new offer to the customer.
Subject matter of the order
The subject matter of the contract results from the services described in the offer.
Fusion Bionic conducts research and development in the field of surface structuring and enters new technological territory. The parties agree that Fusion Bionic does not owe any technological success or the achievement of specific development goals.
Delivery costs
Freight and insurance costs for delivered samples and products will be invoiced separately.
Order extension; Order adjustment
If the customer requests changes during the execution of the project, e.g. new or different materials or a new or different processing of the materials, and if these changes result in significant additional work for Fusion Bionic, Fusion Bionic is entitled to make an additional offer. Such quotation shall include a description of the additional work required and the associated costs. Work on the project will not continue until the customer has accepted the additional offer, at least in writing, and has made any agreed-upon advance payment.
Same shall apply if the customer requests improvements to the quality of processing that go beyond originally agreed scope and involve substantial additional work for the Supplier. In this case too, the contractor must submit an additional offer, which the customer must confirm in writing before additional work can begin. This does not apply in case of warranty for defects.
Considerable additional work is deemed to have been incurred if changes or improvements require a significant reorganization of previous planning or a significant additional expenditure of time.
Changes to agreed services
Should it become apparent during execution of the contract that Fusion Bionic needs to make changes to services already agreed for development work compared to the plan, the contracting parties agree as follows:
If Fusion Bionic is responsible for necessary changes in performance, it will adjust its performance accordingly at its own expense.
In cases in which the customer is responsible for a necessary change in performance, Fusion Bionic may demand the conclusion of a written change agreement prior to the change of individual services, in which in particular the question of an appropriate additional remuneration and the change of date is to be regulated. Without such an agreement, the subject matter of the contract shall remain unchanged.
In all other cases, Fusion Bionic may demand the conclusion of a written modification agreement prior to the modification of individual services, in which, in particular, the question of additional remuneration and the modification of the deadline are to be regulated. Without such an agreement, the subject matter of the contract shall remain unchanged.
Duty to cooperate
Der Kunde liefert Fusion Bionic zusätzlich zu den Demonstrationsmustern mindestens 3 Substrate zu Testzwecken (im Folgenden Testmuster) mit der gleichen Oberflächenbeschaffenheit und den gleichen Abmessungen wie die endgültigen Demonstratoren. Sofern mehr als drei Testmuster benötigt werden, wird Fusion Bionic den Kunden unverzüglich darauf hinweisen. Im Falle einer unzureichenden Anzahl von Testmustern kann es zu Einschränkungen bei der erreichbaren Oberflächenfunktion sowie der Anzahl der endgültigen Demonstrationsmuster kommen. Die Testmuster dienen grundsätzlich auch der Feinabstimmung in der Produktion und der Kommunikation zwischen Fusion Bionic und dem Kunden sowie der Prüfung von Material und Produktionsmöglichkeiten. Ein Rechtsanspruch auf verwendbare Erstmuster und deren Funktionsfähigkeit sind ausgeschlossen.
Der Kunde hat Fusion Bionic über unerwünschte Nebenwirkungen der Laserbehandlung (wie z.B. Farbveränderung, Oxidation o.ä.) sowie über besondere Handhabungs- und Reinigungsmaßnahmen zu informieren.
Delivery period
The delivery period for the services/goods specified in the contract shall commence upon the customer's approval in text form of the test samples processed by Fusion Bionic. The processing of the test samples will take approximately 10 weeks. Fusion Bionic undertakes to commence processing of the actual contractual items immediately upon receipt of this approval.
The agreed delivery time is approximately 6 weeks from the date of approval. Fusion Bionic will use reasonable efforts to deliver the Contract Products within this period. The parties acknowledge that compliance with the delivery period depends on the timely and complete provision of all necessary information, materials and approvals by the customer.
If delivery deadline is likely to be exceeded due to circumstances beyond the Contractor's control (e.g. force majeure, supply bottlenecks) or due to subsequent change requests by the customer, the Contractor shall inform the customer immediately in text form. The notification shall contain the reasons for the delay and a new expected delivery date. Force majeure shall be understood to mean events that are neither foreseeable nor avoidable with reasonable care, such as natural disasters, war, terrorism, epidemics, pandemics, plant closures through no fault of the Contractor or similar.
In case of a delay caused exclusively by Fusion Bionic and amounting to more than 10% of the originally agreed delivery period, the customer has the right to set a reasonable grace period of at least two weeks. If this grace period expires without result, the customer is entitled to the statutory warranty rights. Changes to the delivery period and the scope of the contractual items to be delivered require the agreement of both parties in text form. Reference is made to the point "Extension of order"
Liability; Third Party Rights
Fusion Bionic has limited liability for damages caused by slight negligence. In this respect, liability exists only in the event of a breach of material contractual obligations and is limited to the amount of typical damages foreseeable at the time the contract was concluded. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
Fusion Bionic is not liable for the economic, entrepreneurial or other success of the customer.
Except in the case of positive knowledge and/or grossly negligent ignorance, the respective contractual partner is not liable under this contract for the infringement of third party rights.
Fusion Bionic haftet ferner außer bei positiver Kenntnis oder grob fahrlässiger Unkenntnis nicht für Eignungsmängel, wie etwa fehlende technische Ausführbarkeit oder Verwendbarkeit.
The limitation of liability is excluded if Fusion Bionic fraudulently conceals a defect, in the case of injury to life, body or health, if an injury was caused intentionally or by gross negligence, and in the case of liability under the Product Liability Act.
Statue of limitation
These claims expire 1 year after receipt of the goods or acceptance of the service by the customer.
Applicable law, Place of jurisdiction
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and German private international law. For all disputes resulting from or in connection with this contract, the courts in Dresden shall have exclusive jurisdiction.
