General terms and conditions

§ 1 Scope

(1) These general terms and conditions (“Terms”) apply to all contracts under which Synafloat GmbH, c/o BITZ, Fahrenheitstraße 1, 28359 Bremen, Germany, entered in the commercial register of the Bremen Local Court (Amtsgericht Bremen) under HRB 43235 HB (“Synafloat”), provides simulation and engineering services to its customers, in particular pilot projects on process simulation for laser directed energy deposition (laser DED).

(2) These Terms apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. Synafloat does not contract with consumers.

(3) The customer’s general terms and conditions do not become part of the contract, even if Synafloat does not expressly object to them or performs without reservation in the knowledge of them. They apply only if Synafloat expressly agrees to them in text form.

(4) Agreements made in the individual case take precedence over these Terms (§ 305b BGB). In the event of conflict the order of precedence is: individual agreements, the offer with its scope description, these Terms, the statutory provisions.

§ 2 Offer and conclusion of contract

(1) Descriptions on the website, in presentations and in conversations are non-binding and do not constitute an offer in the legal sense.

(2) Before an order, Synafloat reviews the enquiry technically, defines the scope, work results and time frame, and submits a written offer. The technical review alone does not create a contract.

(3) The contract is concluded when the customer accepts the offer in text form within the period stated in it. If the customer’s order deviates from the offer, the contract is concluded only upon Synafloat’s order confirmation in text form.

(4) The content of the services follows from the offer or the order confirmation and these Terms.

§ 3 Services and type of contract

(1) A pilot project is a simulation study for a laser DED application of the customer. Its scope, such as machine, material, geometry and path, is set in the individual offer. Unless the offer describes otherwise, it comprises three parameter strategies for the complete path, an adjusted machine file (G-code), a report with assumptions, model limits and uncertainty, and a trial plan, together the “Work Results”, as well as a review meeting. The scope description in the offer is decisive.

(2) If the customer provides a measured track with measurement method, units and uncertainty, Synafloat compares the model with this measurement (calibrated study). Otherwise Synafloat prepares the study as an exploratory study with simulated trends and names the measurement that a calibrated comparison would need. Synafloat does not carry out measurements on the real process unless the offer provides for them.

(3) To the extent that Synafloat creates Work Results under the offer, the contract is a contract for work (Werkvertrag, §§ 631 et seq. BGB). Synafloat owes the creation of the Work Results in the quality described in the offer and in § 4 (3), with professional care and following the described methodology. A particular outcome in the physical trial or in the customer’s production is not owed (§ 4).

(4) Synafloat provides the review meeting as well as advice, meetings or support without a defined work result as services (Dienstvertrag, §§ 611 et seq. BGB).

(5) Synafloat performs the services on its own responsibility and determines its working methods, place and time itself, unless the offer sets dates. Computations run on computers in the European Union.

§ 4 Nature of the Work Results, customer responsibility

(1) The Work Results are technical work results based on a simulation. They are a basis for the customer’s decision on a physical trial and are not a release, qualification or certification of a process, a part or a machine. A simulation represents the real process only approximately; deviations between simulation and real process are possible.

(2) Synafloat does not owe any particular part quality, dimensional accuracy or process stability in the physical trial unless the offer expressly provides for it. Descriptions in the offer are descriptions of the services and not a guarantee.

(3) Unless the offer specifies otherwise, the adjusted machine file has the following quality: it is in the agreed file format; the path and command structure of the customer’s original file remain unchanged; only the process parameters named in the offer are changed, and only within the operating limits the customer has communicated under § 5.

(4) Before each use, the customer has the adjusted machine file checked by qualified personnel, in particular for travel paths, freedom from collision, machine limits and safety functions, and first tries it under controlled conditions. The customer carries out the physical trial on its own responsibility.

(5) Machine safety, occupational safety, the qualification of process and part, and the decision on use in series production or in safety-relevant applications remain with the customer.

§ 5 Customer cooperation

(1) The customer provides Synafloat in good time and free of charge with the information the project needs, in particular the original machine file with path and current process parameters, information on machine, machine control, material, wire or powder, set-up, target geometry and operating limits, the process objectives and existing measurements of the track, and names a technical contact person.

(2) The customer transmits only information that the project requires. It transmits confidential information of third parties, and personal data beyond the contact details of its contact persons, only after prior agreement. It ensures that it is entitled to provide the information.

(3) The customer is responsible for the accuracy and completeness of its information. Synafloat checks it for plausibility to the extent the services require and informs the customer of gaps or contradictions it identifies.

(4) If no suitable measurement data are available by the start of the computation, Synafloat prepares the study as an exploratory study (§ 3 (2)). This is not a defect; the remuneration remains unchanged unless the offer provides otherwise.

(5) If the customer does not cooperate in good time, affected dates are postponed appropriately. After prior notice in text form, Synafloat may charge a reasonable amount for the resulting, documented additional effort. §§ 642 and 643 BGB remain unaffected.

§ 6 Changes to the scope

(1) Either party may propose changes to the agreed scope in text form. Synafloat reviews change requests of the customer and states in text form how the change affects services, dates and remuneration.

(2) A change becomes binding only once both parties have agreed it in text form. Until then Synafloat continues to work on the basis of the existing order, unless the parties agree otherwise.

§ 7 Dates

(1) Time frames stated in the offer are planning information. Dates are binding if the parties expressly agree them as binding.

(2) Periods begin once the customer has provided the cooperation required for the start under § 5 and agreed advance payments have been received.

(3) The customer’s statutory rights in the event of delay remain unaffected; § 13 applies to damages.

§ 8 Acceptance and defects

(1) Synafloat delivers the Work Results electronically and gives notice of completion in text form. The customer examines them within ten working days of receipt and declares acceptance in text form if they essentially conform to the scope description. The customer may not refuse acceptance because of insignificant defects.

(2) The Work Results are deemed accepted if the customer does not refuse acceptance within the period under paragraph 1, stating at least one defect (§ 640 (2) BGB). Synafloat points out this consequence in the notice of completion.

(3) A defect exists if the Work Results do not have the agreed quality (§ 3, § 4 (3)), in particular if an agreed component is missing or was not created following the described methodology. Deviations between simulation and real process are not in themselves a defect.

(4) The customer reports defects in text form with a comprehensible description. Synafloat first provides subsequent performance, at its option by remedying the defect or by creating the Work Results anew. If subsequent performance fails, is refused by Synafloat or is unreasonable for the customer, the customer may, in accordance with the statutory provisions, reduce the remuneration, withdraw from the contract or remedy the defect itself. § 13 applies to damages and reimbursement of wasted expenses.

(5) The statutory provisions on service contracts apply to services; there is no acceptance.

§ 9 Remuneration and payment

(1) Synafloat carries out pilot projects for the remuneration stated in the offer. It covers the services described in the offer. Travel and further services are remunerated only if the parties agree them.

(2) All prices are net prices. Value added tax at the applicable statutory rate is added where it applies.

(3) Unless the offer contains a payment schedule, Synafloat invoices 50 % of the remuneration on conclusion of the contract and 50 % after acceptance, and services after they have been rendered. Invoices may be sent electronically and are payable without deduction within 14 days of receipt. The statutory provisions apply in the event of late payment (§§ 286, 288 BGB).

(4) The customer may set off only claims that are undisputed or established by final judgment. This does not apply to counterclaims under the same contract, in particular for defects. The customer may assert a right of retention only under the same contract; its rights because of defects, in particular under § 641 (3) BGB, remain unaffected.

(5) If the customer is in default with payments due, Synafloat may, after notice in text form, withhold further services under the affected order until the amounts due have been paid.

§ 10 Confidentiality

(1) Each party treats confidential information of the other party as confidential and uses it only for the purpose of the contract. Confidential means all non-public information that is marked as confidential or recognisably confidential from the circumstances, in particular geometries, process, machine and measurement data of the customer, and software, models, methods and know-how of Synafloat.

(2) The parties disclose confidential information only to employees, subcontractors and advisers bound by professional secrecy who need it for the purpose of the contract and are themselves bound to confidentiality.

(3) The obligation does not apply to information that is or becomes public without breach of this obligation, that was already known to the receiving party, that it developed independently or lawfully received from third parties, or that it must disclose by law or by order of an authority or court. In the last case it informs the other party in advance where permitted.

(4) The obligation applies during the contract and for five years after its end, and for trade secrets within the meaning of the German Trade Secrets Act beyond that for as long as they remain trade secrets.

(5) After the project, each party returns or deletes the other party’s confidential information on request. Copies that must be retained by law or that sit in automatic backups until their scheduled deletion are excepted; they remain confidential.

(6) Synafloat names the customer as a reference only with its prior consent in text form. The obligations under this section apply without a separate agreement; further confidentiality obligations agreed in the individual case take precedence over them.

§ 11 Rights in data and Work Results

(1) The customer’s data remain the customer’s data. Synafloat uses them only to perform the contract.

(2) Synafloat grants the customer the non-exclusive right, unlimited in time and territory, to use, reproduce and modify the Work Results for its own business purposes, in particular to run and adapt the machine file on its own machines. The customer may make the Work Results available for these purposes to affiliated companies, to service providers working for it, to the manufacturer of its machine and to test bodies. Passing them on to other third parties or publishing them requires Synafloat’s consent in text form, which Synafloat will not unreasonably withhold.

(3) The rights under paragraph 2 pass to the customer upon full payment of the remuneration for the respective order. Until then the customer may examine the Work Results and use them for the physical trial.

(4) Software, simulation models, methods, tools, templates and know-how of Synafloat remain with Synafloat, including general improvements Synafloat makes to them in the project. To the extent they are contained in the Work Results, paragraph 2 applies.

(5) Synafloat may continue to use general expertise and experience from the project to the extent that they contain no confidential information of the customer and allow no conclusions about the customer, its parts or its processes. Synafloat uses the customer’s data and the Work Results for other purposes, such as developing or training models or products, only with the customer’s separate consent in text form.

(6) Synafloat creates the Work Results so that their use in accordance with the contract does not infringe third-party rights. § 8 and § 13 apply accordingly to defects of title. This does not apply where a defect of title results from the customer’s data or specifications.

§ 12 Data protection

(1) Synafloat processes personal data in connection with the contract, usually the contact details of the contact persons, in accordance with the General Data Protection Regulation. Details are set out in the privacy policy on Synafloat’s website.

(2) If Synafloat processes personal data on behalf of the customer, the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins.

§ 13 Liability

(1) Synafloat is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the German Product Liability Act, for fraudulently concealed defects, and to the extent that Synafloat has expressly assumed responsibility for a particular quality irrespective of fault.

(2) In the case of slight negligence, Synafloat is liable only for breach of material contractual obligations. These are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In that case liability is limited to the damage that was foreseeable and typical for the contract at the time it was concluded.

(3) In the cases under paragraph 2, liability per claim is limited to the sum insured under the liability insurance maintained by Synafloat, but in any case to no less than the net remuneration of the order concerned. Synafloat will state the sums insured on request.

(4) In the cases under paragraph 2, Synafloat is liable for indirect and consequential damage, in particular lost profit, only to the extent that such damage is typically to be expected when the Work Results are used as intended. For loss of transmitted data, Synafloat is liable only for the effort needed to restore it from the copies the customer keeps of its data.

(5) Contributory fault of the customer, in particular a breach of its obligations under § 4 (4) and § 5, is taken into account in accordance with § 254 BGB.

(6) The preceding paragraphs also apply to the personal liability of Synafloat’s officers, employees and vicarious agents. They do not shift the burden of proof to the customer’s disadvantage.

§ 14 Limitation period

(1) Claims of the customer based on defects of the Work Results and other claims of the customer for damages or reimbursement of wasted expenses become time-barred one year after the statutory limitation period begins.

(2) Paragraph 1 does not apply in the cases of § 13 (1); the statutory periods apply there. The statutory maximum periods remain unaffected.

§ 15 Force majeure

(1) Neither party is liable for delays or failures caused by events beyond its control that it could not foresee when the contract was concluded and whose consequences it cannot avert by reasonable means, such as natural events, epidemics, war, terrorism, industrial action, official measures, failures of public networks or of the energy supply, and attacks on IT systems despite reasonable protective measures. The affected obligations are suspended for the duration of the event and a reasonable start-up period.

(2) The affected party informs the other without undue delay. If the event lasts longer than three months, either party may terminate the affected order in text form. Services rendered until then are remunerated pro rata.

§ 16 Term and termination

(1) An order ends when the agreed services have been rendered in full.

(2) The customer may terminate a contract for work at any time until the work is completed. Synafloat may then claim the agreed remuneration less expenses saved and other earnings (§ 648 BGB).

(3) The right of both parties to terminate for good cause remains unaffected. Good cause exists in particular in the event of a serious breach of the obligations under § 10 or § 18.

(4) Notices of termination require text form. On termination for good cause, the services rendered until then are remunerated (§ 648a (5) BGB); paragraph 2 remains unaffected. Synafloat hands over to the customer the Work Results created until then, to the extent they have been paid for.

§ 17 Subcontractors and computing

(1) Synafloat may engage subcontractors and providers of computing and IT services. Synafloat remains responsible to the customer for their performance, binds them to confidentiality and names them to the customer on request.

(2) Synafloat processes the customer’s data in the European Union. A transfer to countries outside the European Union takes place only with the customer’s prior consent in text form.

§ 18 Export control and sanctions

(1) The parties comply with applicable export control and sanctions law, in particular Regulation (EU) 2021/821 (Dual-Use Regulation), the German Foreign Trade and Payments Act and Ordinance, and the EU sanctions regulations. Technology and software for additive manufacturing may require a licence.

(2) Before transmission, the customer informs Synafloat in text form if data, parts or the intended use are subject to export control restrictions or if a military or nuclear end use is envisaged. The customer is responsible for compliance with these provisions in its own use and when passing on the Work Results.

(3) Synafloat may refuse or suspend services as long as required licences are missing or there are specific indications of a breach. Dates are postponed accordingly. The customer has no claims because of such a refusal or suspension to the extent that Synafloat is not responsible for the obstacle.

§ 19 Software offerings

These Terms cover simulation and engineering services. The use of a Synafloat software platform is not their subject. If Synafloat offers such use, separate terms apply to it.

§ 20 Final provisions

(1) Where these Terms require text form, an email suffices (§ 126b BGB). Amendments and additions to the contract should be recorded in text form for evidence; the precedence of individual agreements (§ 305b BGB) remains unaffected.

(2) New versions of these Terms apply only to contracts concluded after their publication. Synafloat does not change existing contracts unilaterally.

(3) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) If the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Bremen. Synafloat may also sue the customer at its general place of jurisdiction. Mandatory exclusive places of jurisdiction remain unaffected.

(5) The German version of these Terms is binding. The English version is for information only; in the event of discrepancies the German version prevails.

(6) If a provision of these Terms has not become part of the contract or is invalid in whole or in part, the rest of the contract remains valid. The statutory provisions take the place of the affected provision (§ 306 BGB).