General Terms and Conditions

3S Technologies GmbH
Status: November 2024

  1. Scope

1.1 These General Terms and Conditions (hereinafter “GTC”) are an integral part of all business relationships of 3S Technologies GmbH (hereinafter “3S Technologies”) with commercial customers, in particular if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).

1.2 The GTC shall also apply to future business relationships, even if they are not expressly agreed again or reference is made to them.

1.3 The customer’s general terms and conditions shall not become part of the contract, even if the customer refers to his own general terms and conditions when initiating business or placing an order. This also applies if 3S Technologies does not expressly object to them.

1.4 The customer recognizes these GTC by placing an order, but at the latest by accepting the goods delivered or services provided, and waives the validity of its own general terms and conditions.

1.5 3S Technologies expressly reserves the right to amend these GTC. Amendments to these GTC shall become effective if the customer does not object to the amendments in text form within one month of receipt of a notification of amendment and 3S Technologies has informed the customer in the notification of amendment of the right of objection and the applicable deadline. If the customer objects to the amendment in text form, the previous GTC shall continue to apply.

  1. Relationship of these GTC to other provisions and order

2.1 The following provisions shall take precedence over these GTC in the following order:

  • Written individual agreements between 3S Technologies and the customer
  • Special conditions set out in separate agreements for specific services (e.g. rental or service agreements) if they have been expressly confirmed by 3S Technologies, at least in text form (e.g. e-mail).

2.2 The special terms and conditions apply in addition to these GTC, unless they expressly deviate from them.

2.3 In addition to these GTC, the current Incoterms (currently: Incoterms 2020) shall apply.

  1. Conclusion of Contracts

    2. 3.1 Offers made by 3S Technologies are always subject to change and non-binding.

    3.2 A contract is only concluded by:

    • a contract signed by both parties or
    • the customer’s order and written confirmation by 3S Technologies (also in electronic form) or
    • the actual provision of services or delivery by 3S Technologies.

    3.3 Supplements, service specifications, amendments, additions or other adjustments to the content of the contract must be confirmed by 3S Technologies, at least in text form, to be effective.

    3.4 If the order is accepted by delivery of the goods or provision of the service, the delivery note or the service description shall be deemed authoritative unless the customer objects immediately.

    1. Purchase and Rental Terms for Sensor Systems

    4.1 Usage and risks
    The devices are provided to the customer exclusively for the intended use. Use of the devices is at the sole risk of the customer.

    4.2 Changes and Adjustments
    Changes to the system (hardware, software or signal processing) may only be made by 3S Technologies. Change requests must be defined by the customer in a qualified manner and will be implemented after consultation against payment. 3S Technologies decides which changes are to be carried out.

    4.3 Own Interventions prohibited
    The customer agrees not to make any independent changes or interventions to the system.

    4.4 Consequences of unauthorized modifications
    If the customer makes modifications to rented equipment without explicit written permission, the equipment is deemed to have been purchased and the full purchase price is due immediately. In any case, the warranty of the device shall expire.
    Irrespective of this, the warranty and guarantee will generally always expire if the customer makes changes to devices.

    4.5 Data processing
    The measurement results of the rented or purchased devices are processed on the data platform of 3S Technologies and belong to the customer. The customer has unrestricted access to this data for the duration of the project. If no project duration is specified or regulated in an individual contract, access to the data ends automatically six months after conclusion of the contract.

    4.6 Confidentiality
    3S Technologies undertakes to treat the data collected from the customer confidentially and to make it accessible only to the customer. In all other respects, the data protection information of 3S Technologies applies, which will be made available on request.

    4.7 Infringements
    3S Technologies does not guarantee that the systems provided do not infringe the rights or business secrets of third parties.

    4.8 Exclusion of exclusivity
    This agreement does not restrict the rights of 3S Technologies to freely market or otherwise use the products and systems.

    4.9 Ownership of Intellectual Property (IP)
    All intellectual property rights (including but not limited to hardware design, software, signal processing and systems) in the systems, solutions and products provided by 3S Technologies remain the full property of 3S Technologies and are not transferred by this agreement.

    The customer retains the unrestricted rights to all results, output or data generated using the systems, solutions or products provided by 3S Technologies.

    4.10 Rental period and purchase option (only applicable for rental situations)
    If the customer chooses the option of renting, 3S Technologies shall provide the customer with sensor systems for a specified rental period in accordance with individual contractual provisions. Within this period, the customer has the option of purchasing the devices. The purchase decision must be made within the rental period.

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    5. Remuneration
    5.1 The prices valid on the day the service is provided shall apply.
    5.2 All prices are in euros plus the applicable statutory value added tax (VAT).
    5.3 Invoices are due for payment without deduction 10 days after the invoice date.
    5.4 The customer shall be in default no later than 10 days after the due date. In this case, 3S Technologies is entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate as well as a flat-rate reminder fee of EUR 40.
    5.5 Price changes are permissible if there are more than twelve weeks between the conclusion of the contract and the agreed delivery date and if wages, material costs or cost prices increase.
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    6. Performance, Delivery
    6.1 The respective type of service and the place of performance are specified in the individual contract.
    6.2 Information on delivery periods and dates shall not be binding unless they have been expressly agreed as binding (at least in text form).
    6.3 Partial deliveries are permissible insofar as this is reasonable for the customer.
    6.4 Delays in delivery and performance due to force majeure or unforeseeable events shall entitle 3S Technologies to postpone delivery for the duration of the hindrance plus a reasonable start-up period.
    This includes all unforeseeable events and events which, even if they had been foreseeable, are beyond the control of the parties. This includes in particular, but not exclusively, the following events: Natural events such as thunderstorms, heavy rain, hail, lightning strikes, fire, natural disasters such as floods, storm surges, hurricanes and typhoons as well as other catastrophic storms, earthquakes, avalanches and landslides, pandemics, epidemics and infectious diseases (insofar as these have been declared as such by the WHO or a ministry or the Robert Koch Institute has set a risk level of at least “moderate”), lockouts, strikes, labor disputes, industrial action of any kind, unavoidable accidents, breakdowns of equipment or facilities, national disasters or riots, acts of God, any cause or event arising out of war, military or civilian coup, riots, blockades, governmental or official orders, strikes, lockouts, or any other cause (of whatever nature) beyond the control of 3S Technologies.
    6.5 If such a delay lasts longer than three and a half months, both parties are entitled to withdraw from the contract.
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    7. Transfer of risk
    7.1 The risk of accidental loss or deterioration of the goods shall pass to the customer upon handover to the customer or the person carrying out the transport.
    7.2 In addition, the provisions of the respective current Incoterms shall apply.
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    8. Transportation
    8.1 Transportation services shall be governed by the individual contract or the respective current Incoterms.
    8.2 In the event of damage during transportation, the customer must immediately arrange for the carrier to make a written statement of facts.
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    9. Reservation of Title
    9.1 The delivered goods shall remain the property of 3S Technologies until all present and future claims arising from the respective contractual relationship and an ongoing business relationship have been settled in full.
    9.2 The customer is entitled to use and resell the goods in the ordinary course of business. Claims arising from the resale shall be assigned to 3S Technologies.
    9.3 The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. If third parties threaten to seize goods subject to retention of title or if an application is made to open insolvency proceedings against the customer’s assets, the customer must inform 3S Technologies immediately in writing.
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    10. Payment
    10.1 Payments shall be made without deductions upon receipt of the invoice.
    10.2 In the case of payment by check or direct debit, payment shall only be deemed to have been made when the amount is credited.
    10.3 The customer may only offset undisputed or legally established claims.
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    11. Security Deposit
    11.1 3S Technologies may demand security in the event of justified doubts about the customer’s ability to pay.
    11.2 If such security is not provided, 3S Technologies is entitled to withdraw from the contract.
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    12. Warranty
    12.1 Claims by the customer for obvious defects are excluded if these are not reported in writing within one week of receipt of the goods.
    12.2 The basis of liability for defects is the agreed quality of the goods. This also includes such product descriptions and manufacturer’s specifications that are the subject of the individual contract. If the quality has not been specifically agreed, the assessment of a defect shall be based on the provisions of § 434 (1) sentences 2 and 3 of the German Civil Code (BGB).
    12.3 Warranty Claims for goods require that the customer has fulfilled the obligations set out in Section 12.1 of these GTC and the statutory obligations to inspect and give notice of defects in accordance with § 377 and 381 of the German Commercial Code (HGB).
    12.4 A warranty period of 12 months applies to new devices. Used devices are excluded from the warranty.
    The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods. The customer’s claims for damages under clause 13 and under the Product Liability Act shall be subject exclusively to the statutory limitation periods.
    12.5 In the event of a justified notice of defects, 3S Technologies shall be entitled to choose between repair and replacement.
    12.6 3S Technologies has the right to refuse subsequent performance under the statutory conditions. If the customer is entitled to subsequent performance, 3S Technologies may make performance dependent on payment of the purchase price due. In this case, however, the customer is entitled to temporarily withhold a reasonable part of the purchase price in proportion to the defect.
    12.7 Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with Section 13, even in the case of defects, and are otherwise excluded.
    12.8 Irrespective of the above provisions, the warranty shall generally expire if the customer makes unauthorized changes to the device.
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    13. Liability
    13.1 Unless and insofar as nothing to the contrary arises from these GTC or the specific contractual relationship, 3S Technologies shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
    13.2 3S Technologies shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence.
    13.3 In the event of simple negligence, 3S Technologies is liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), only for damages arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely); in this case, however, the liability of 3S Technologies is limited to compensation for foreseeable, typically occurring damages. 3S Technologies is not liable for loss of profit, indirect damage or consequential damage.
    13.4 The limitations of liability resulting from 13.3 shall also apply to breaches of duty by or in favor of persons for whose fault 3S Technologies is responsible according to statutory provisions. They shall not apply if 3S Technologies has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.
    13.5 The limitations of liability shall not apply in the event of intent, gross negligence or injury to life, body, or health.
    13.6 The customer does not have a general right to terminate the contract, in particular in accordance with §§ 650, 648 BGB. In all other respects, the statutory conditions and legal consequences shall apply.
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    14. Data Processing
    The customer consents to the processing of his data for business purposes in accordance with the applicable data protection laws.
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    15. Final Provisions
    15.1 The place of performance is the registered office of 3S Technologies in Saarbrücken, Germany.
    15.2 The place of jurisdiction for all disputes is Saarbrücken.
    15.3 German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
    15.4 Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions.
    15.5 Amendments and supplements must be made in writing.