General Terms and Conditions (GTC) of ScaleNC GmbH, Stuttgart

For better readability, the use of different genders is omitted in this document. All designations apply to all genders.

1. General

1.1 These General Terms and Conditions shall apply only to entrepreneurs (Sec. 14 German Civil Code), legal entities under public law and special funds under public law.

1.2 These General Terms and Conditions shall apply exclusively to our services. Deviating or additional terms and conditions of the customer shall not be binding on us, even if we do not object to them in individual cases, unless we expressly acknowledge them. In this case, they shall only apply to the respective individual contract. Any special agreements made individually between us and the customer shall remain unaffected.

1.3 Due to the technical design, in particular the retrievability of our services via the internet, there may be interruptions in the availability and periods of non-accessibility of our services, e.g. due to disruptions of the public communication networks or power failures. We do not warrant permanent accessibility. In addition, our services may be completely or partially unavailable or delayed during the installation of new software or during other maintenance periods.

1.4 Any written form required by these General Terms and Conditions shall also be complied with by text form, such as e-mail and fax in particular, unless expressly stipulated otherwise.

1.5 The contractual language is English.

2. Registration

2.1 The customer must first register with us before it can use our services. The customer has no right to registration. We are entitled to reject the registration. During registration, the customer must provide correct and complete information.

2.2 The customer must carefully store the access data selected by the customer (user name, password) and not disclose them to third parties. In its own interest, the customer should inform us immediately in text form if a third party has gained or may have gained unauthorized knowledge of the access data. We will not disclose the password to third parties and will not ask the customer for the password outside the log-in process.

2.3 If mandatory information is missing during registration, the customer will be notified. The customer can change and correct its entries by clicking on the corresponding buttons. Before sending the registration application, we will show the customer all data again, which can be changed and corrected if necessary by clicking the corresponding buttons. Only when the customer receives our registration confirmation by e-mail, the registration is completed and the customer can use our services.

2.4 The customer can create user accounts for the persons who are allowed to use our services and place orders. The users will receive access data, for which the provisions of section 2.2. also apply.

2.5 The registration data of the customer will be stored by us. The customer can print out this data during the registration process, for example in the registration confirmation.

2.6 The customer may terminate its registration at any time and without notice in text form. We may terminate the customer's registration at any time in text form with a notice period of two weeks to the end of each calendar month. The right to terminate without notice for good cause remains unaffected for both parties. Orders already agreed upon will still be completed according to these General Terms and Conditions.

2.7 After the end of the contract with the customer, we will delete all data of the customer and the users stored in the customer account and the user accounts created by the customer as soon as they are no longer required for the fulfillment of the purpose of the contract, but no later than 12 months after termination of the contract. This does not apply to data that we are legally obligated to retain or for which we have a legitimate interest in retaining.

3. Ordering our services

3.1 The presentation of our services on our website does not constitute a legally binding offer, but a non-binding online catalog. We guide the user in the order form through the order process. There, the user can change and correct its entries by clicking the appropriate buttons. Before completing the order, we show the user again all data, the prices and its invoice data, which the user can change and correct if necessary by clicking the appropriate buttons. If an order is not yet possible with the information provided by the user, the user can request an individual offer from us by clicking on the corresponding button, on which he can place an order.

3.2 By clicking the button "Order with obligation to pay" the customer places a binding order. The confirmation of receipt of the order takes place immediately after sending the order and does not yet constitute acceptance of the contract. We can accept the order by confirming the order by e-mail or by providing our service within five working days.

3.3 The customer can view these General Terms and Conditions at any time at https://scalenc.com/terms, save them as a PDF and print them. In addition, we save the text of the contract and send the order data to the customer by e-mail. The customer can also print this data as part of the order process as an "order confirmation". Past orders can be viewed in its customer account.

4. Terms of payment

4.1 The agreed remuneration will be invoiced electronically and is payable without deduction in Euro (EUR).

4.2 The customer has the right to offset only if its counterclaim is legally established or undisputed. This prohibition of set-off shall not apply to a counterclaim due to a defect which is based on the same contractual relationship as our claim. The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

5. Performance of our services, duty to cooperate

5.1 The customer shall use the online form provided by us for uploading its files. The customer can change and correct its entries there before uploading. The customer is responsible for checking its files for completeness, correctness and suitability for his intended purpose. In particular, the customer must ensure itself that its files are approved and suitable for the purpose it wishes to use them for.

5.2 We shall provide consulting and support services only if and to the extent expressly agreed with the customer. The customer shall inform us without delay if it is of the opinion that such a service has been rendered incorrectly. In the event of a justified complaint, we shall - insofar as possible and reasonable - provide the service at no charge. The limitation period for all claims of the customer due to defective services is one year. This does not apply if the service provider can be accused of gross negligence. The provisions of clause 7 do not apply to consulting and support services.

5.3 The service owed by us results from the respective service description.

5.4 The place of performance for the obligations of the parties shall be Stuttgart, Germany.

5.5 The customer shall ensure that all cooperation and provisions required for the performance of our services are provided in a complete, error-free, timely manner and in accordance with the state of the art; this shall apply in particular to the provision of files in the agreed format and other information such as machine, tool and configuration data. The customer shall provide its cooperation and supplies at its own expense and risk. If the customer culpably violates its obligations to cooperate and provide information and if this results in a delay in our performance, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses.

5.6 The customer must not enter or upload any illegal or immoral content into our system.

5.7 If we provide the customer with software for uploading his data, the customer shall only receive a simple, non-exclusive right to this use, which shall be limited to the term of his registration.

6. Infringement of third party rights

The customer is responsible for ensuring that no third party rights are infringed by the use of its files in accordance with the agreement. The customer shall indemnify us in the event of claims by third parties, unless the customer is not responsible for the infringement.

7. Claims due to defects, limitation of claims due to defects and claims for compensation

7.1 In the event of defects, it is our choice how subsequent performance shall be effected, either by remedying the defect or by providing a new service.

7.2 The limitation period for claims by the customer due to defects of our services shall be reduced to one year. The period of limitation shall also be one year for claims of the customer for damages and reimbursement of expenses which are not based on a defect in the performance.

7.3 However, these shortened limitation periods shall not apply to claims of the customer for injury to life, body or health or to claims based on an intentional or grossly negligent breach of duty.

8. Liability for damages and reimbursement of expenses

8.1 Our liability for damages and reimbursement of expenses for slight negligence shall be excluded, in particular for breach of obligations arising from the contractual relationship and from tort, unless we have breached a material contractual obligation, i.e. an obligation the fulfilment of which is a prerequisite for the proper performance of the contract or the fulfilment of which the customer may regularly rely on. In this case, our liability shall be limited to the damage typical for the contract, the occurrence of which we had to expect at the time of conclusion of the contract on the basis of the circumstances known to us.

8.2 Our liability for damages arising from injury to body, life or health, for intent and gross negligence, for the absence of a guaranteed quality and under the Product Liability Act (Produkthaftungsgesetz) shall, however, be unlimited.

8.3 The above liability provisions shall apply to the same extent in favor of our corporate bodies, legal representatives, employees and other vicarious agents.

9. Confidentiality

We shall treat as confidential the commercial and technical information of the customer which becomes known to us through the business relationship with the customer and shall not disclose it to third parties as long as and to the extent that the information is not or does not become generally known. We shall carefully store the confidential information and protect it from unauthorized access by third parties. 

10. Final provisions

10.1 If the customer is a merchant according to the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, any legal suit, action, or proceeding arising out of or relating to this agreement between us and the customer shall be instituted in the courts of Germany located in Stuttgart, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

10.2 These General Terms and Conditions and all matters arising out of or relating to the contract between us and the customer are governed by and construed in accordance with the internal laws of Germany without giving effect to any choice or conflict of law provision or rule (whether of Germany or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Germany.; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

10.3 If any term or provision of these General Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these General Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.