Terms and conditions

General Terms and Conditions of One3D s.r.o. with registered office at Boženy Němcové 708/11, 789 85 Mohelnice, ID No.: 03554538, registered in the Commercial Register maintained by the Regional Court in Ostrava, Section C, Insert 60468 (hereinafter referred to as “the Company”), the Company’s website: https://www.one3d.cz/

I. Introductory provisions, definition of terms
These General Terms and Conditions of Business (hereinafter referred to as “GTC”) of the Company apply to all contracts concluded by the Company in the course of its business, in which the Company acts as a supplier (contractor/seller) of products/services.
All contracts in which the Company acts as a supplier (contractor/vendor) of products/services which it supplies (manufactures/sells) to third parties – customers – for consideration are hereinafter referred to as “Contracts” and each individual such contract is referred to as a “Contract”.
The persons (entities) with whom the Company concludes Contracts are hereinafter referred to as “Customers”, individually as “Customer”.
The Customer and the Company are hereinafter collectively referred to as the “Parties”.
The products, items or services supplied (provided) by the Company to the Customer are hereinafter collectively referred to as the “Products”.
These GTC apply to the Contracts and all relationships arising out of and in connection with the Contracts.
Where these GTCs require a written form of dealing, this form is maintained and complied with also by the exchange of electronic messages (e.g. e-mails) without a guaranteed electronic signature. This does not apply in cases where a written form is required by law.
The arrangements contained in the Offer (as defined below) shall prevail in the event of any conflict with these GTC. Otherwise, these GTC may only be deviated from by express written agreement between the Company and the Customer. These GTC cannot be deviated from e.g. by confirming other terms and conditions.
Since the Company is primarily engaged in custom manufacturing, the Agreements are in the nature and regime of a contract for work pursuant to Sections 2586 et seq. of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the “CCC”). The Customer fully acknowledges this fact. If in a particular case the Contract is, due to all the circumstances, of the nature of a contract of sale (pursuant to § 2079 et seq. of the Civil Code) or of another type of contract, these GTC shall apply in full – any provisions reflecting the nature of the Contract as a contract for work which cannot logically be applied to a particular type of contract shall be applied in such a way as to preserve their meaning and purpose to the maximum extent possible.
The GTC are in accordance with the provisions of § 1751 et seq. The GTC shall form an integral part of all Contracts, even in cases where reference to the GTC is not expressly mentioned in the Contract or the GTC are not attached to the Contract. The GTC shall also apply to Contracts concluded in accordance with the provisions of § 1744 of the NCC.
The Customer’s commercial (general, other, etc.) terms and conditions (or other similar documents and conditions of the Customer or third parties) are not part of the Contract. When concluding the Contract, the Customer is not entitled to exclude the validity of these GTC or parts thereof.
II. Conclusion of Contracts – Contracting Process
The Parties are not restricted in any way in their negotiations for the conclusion of the Contract. Such negotiations may take place in person, in writing, by electronic communication or by any other appropriate means. In this negotiation, the basic terms and conditions and content of the Contract shall be determined and agreed between the Company and the Customer. In particular, the agreement on:
the form and specification of the Products,
the quantity of the Products,
the price and its maturity,
the date and place of delivery of the Products.
The result of the above negotiations is the Company’s quotation, which is a written document issued by the Company (whether in paper or electronic form), which is designated as the “Quotation” (hereinafter referred to as the “Quotation”). The Quotation generally contains a summary of the basic terms and conditions of the Contract (ad clause 2.1 of these GTC). By accepting the Quotation (the “Order”), the Customer agrees to these GTC and acknowledges that at the moment the Company confirms the Customer’s acceptance of the Quotation (the “Order”), the Contract is concluded.
Regardless of the course of negotiations, the Contract is concluded (only) at the moment when the Company confirms the Customer’s acceptance of the Offer (i.e. the Order). The Customer’s acceptance of the Offer (order) must be made in writing – in particular by means of an e-mail message. The Offer must be accepted without any reservations – the application of § 1740 paragraph 3 of the German Commercial Code is excluded. Acceptance of the offer is not a reply that defines the content of the proposed contract in other words (in this respect, the application of the second sentence of § 1740(2) of the German Civil Code is excluded). Confirmation of the Customer’s acceptance (i.e. confirmation of the order) shall also be made by the Company in writing – in particular by means of an e-mail message.
The Contract implies in particular an obligation for the Company to manufacture/deliver the Products to the Customer at its own expense and risk. In particular, the Customer is obliged to pay the Company the agreed fee/price.
The content of the Contract is primarily governed by the Offer and these GTC – together they form a complete and integral Contract which constitutes the totality of the rights and obligations of the Parties in relation to the supply of the Products under the terms of the Contract. In the event of any inconsistency or conflict between the Offer and these GTC, the (legal) documents shall prevail in the following order (where the earlier shall prevail over the later):
Tender,
these GTC,
the provisions of law which are dispositive in nature.
The Tender may contain references to documents and/or information between the Parties communicated/sent during the negotiations for the conclusion of the Contract, in which case such information and documents shall be part of the Tender.
The concluded Contract shall be binding on both Parties. The Contract may be amended (as to its content) or cancelled only by written agreement of the Parties.
In the event that a contract is concluded between the Parties in the form of a complete written document (especially in paper form), the contract so concluded shall be deemed for the purposes of these GTC to be an accepted Offer, the acceptance of which has been confirmed by the Company and these GTC shall apply to it in its entirety, unless expressly excluded in the said document (contract).
Oral statements made to Customers by the Company’s employees shall not bind the Company.
III. Performance of the Work (manufacture of the Products)
The Company is obliged to carry out the work – the manufacture of the Products – or to arrange for it to be carried out, always with due professional care and in proper quality.
The Company is obliged to comply with the terms and conditions set out in the Contract, these GTC and generally binding legal regulations (or other applicable regulations binding for the performance of the work – manufacture of the Products).
The Company is obliged to carry out the work – manufacture of the Products – at its own expense, by persons competent to do so and at its own risk. The Company shall be entitled to use third parties for the execution, but shall be liable for the correctness of the execution as if it had carried it out itself.
The Products (and the products of each technology) are manufactured in accordance with the technical standard ISO 2768. This standard defines general tolerances and non-prescribed limit deviations of length and angular dimensions. The Company’s products (and products of individual technologies) correspond to accuracy class “c”, unless explicitly agreed otherwise. For the supply of services (e.g. 3D scanning, etc.), the tolerance is defined by the relevant parameters of the instrument used, or a volumetric accuracy of 0.020 mm + 0.100 mm/m. The instrument shall be calibrated regularly.
If the Customer’s cooperation is required for the performance of the work (manufacture and delivery of the Products), the Company shall set a reasonable time limit for the Customer to provide it. If the Customer is in default in providing cooperation, the Company’s default shall be excluded. If the time limit expires in vain, the Company shall have the right, at its option, either to arrange for substitute performance on behalf of the Customer or, if it has notified the Customer, to withdraw from the Contract.
The Customer shall have the right to inspect the execution of the work (manufacture of the Products) only if this is expressly agreed in the Contract.
IV. Delivery (handover and acceptance) of the Products
The Work is performed (the Company’s basic obligation is fulfilled) if it is completed and handed over.
The date and place of delivery and acceptance of the Products is set out in the Tender. If the date is not specified in the Bid, the Company shall perform at a time/date reasonable to the Company’s capabilities. If the place of delivery (handover and acceptance of the Products) is not specified in the Offer, the Company shall deliver the Products at the Company’s registered office or place of business.
The Company agrees to deliver the Products to the Customer at the agreed time and place and the Customer agrees to accept the Products (at the agreed time and place).
The Company shall not be liable for any delay or failure to deliver the Products due to the fault of its suppliers or carriers. The agreed delivery time shall be extended by the period of delay of the Customer if, as a result of such delay, the Company cannot deliver the Products properly and on time.
The Customer agrees to accept both early performance (i.e. earlier delivery) and performance by instalments (i.e. it is obliged to take delivery of part of the Products).
The risk of damage to the goods (the Products) shall pass from the Company to the Customer at the moment of acceptance of the Products; if the Customer also arranges transport – then at the moment of handover to the Customer’s carrier. If the Customer is in default in taking delivery of the Products, the risk of damage to the goods (the Products) shall pass to the Customer without further delay at the moment of the Customer’s default.
The handover and acceptance of the Products shall normally be confirmed in writing (in particular by signing a delivery note or similar document).
The Customer is obliged to inspect the quantity and type of the Products upon acceptance. Thereafter, the Customer shall, without undue delay, make a detailed professional careful inspection of the Products, in particular as to their quality and detailed compliance with the Contract.
The Customer shall not acquire title to the Products until the agreed price of the Products has been paid in full to the Company – i.e. the Company reserves title in accordance with § 2132 until the price of the Products has been paid in full.
Delay by the Customer in taking delivery of the Products for more than three (3) months shall entitle the Company to sell the item, after giving the Customer a reasonable additional period of time to take delivery, upon notice to the Customer’s account.
V. Price of the Products, payment terms
The Customer shall pay the Company the agreed price (consideration) for the delivery of the Products (i.e. the performance of the work).
The price of the Products shall be determined individually depending on the specific requirements of the Customer during the negotiations for the conclusion of the Contract. The resulting price is then set out in the Tender. Should the Contract be concluded without a price being determined, the Customer is obliged to pay the normal (reasonable) price.
Unless otherwise specified in the Tender, the agreed price is exclusive of VAT. As the Company is a VAT payer, VAT at the statutory rate will be added to the agreed price. This does not apply to supplies which would not be taxable supplies under the relevant legislation.
Unless otherwise stated in the Tender, the following shall be:
the relevant dispatch packaging is included in the price of the Products,
the cost of transport is included in the price of the Products.
The Customer shall pay the price of the Products on the basis of a tax document (invoice) issued by the Company, as a rule, within 15 (fifteen) days from the date of delivery of the Products to the Customer. The invoice shall have all the requirements of a tax document under the applicable and effective legislation. The Customer agrees that sending the invoice by electronic mail (especially by e-mail) shall be sufficient for delivery of the invoice.
Unless the Offer specifies a different due date, the due date of the tax invoice shall be at least 14 (fourteen) days.
If the Customer refuses to accept the Products or is in default in accepting the Products, this shall not affect the Customer’s obligation to pay the price of the Products. The Company shall be entitled to issue the relevant tax document – an invoice (within the time limit ad clause 5.5 of these GTC), which the Customer shall be obliged to duly pay.
The Company shall be entitled to require the Customer to make a deposit on the price of the Products up to 100% of the price of the Products, even if this has not been expressly agreed in the Offer. The Customer shall provide such deposit to the Company. In the event of failure to make the requested deposit, the Company shall have the right to suspend performance until the Customer has made the deposit.
The price of the Products (or the deposit) shall be paid when the relevant sum of money is credited to the Company’s account.
The agreed delivery date of the Products shall be extended by the period of the Customer’s delay in paying any sum of money (including the deposit).
In the event of the Customer’s default in payment of any monetary amount (in particular the price of the Products or the advance payment), the Company shall be entitled to suspend any performance towards the Customer, including performance agreed under any other contracts or performance arising from other legal grounds, without any rights and claims (e.g. claims for delay, damages, etc.) arising therefrom.
VI. Warranty, Claims, Liability for Defects and Damages
The Company warrants that the Products conform to the Contract. If the Products do not conform to the Contract, they are defective. The Customer’s right of defective performance is based only on the defect that the Product has when the risk of damage passes to the Customer, even if it becomes apparent later.
The Company does not provide a guarantee for quality (i.e. a guarantee period, within the meaning of § 2113 et seq. of the German Civil Code). This is without prejudice to the Company’s liability under clause 6.1 of the GTC.
The Company shall only be liable for defects in the Products that are duly complained of by the Customer in accordance with these GTC and the applicable legal regulations (in particular the German Commercial Code).
With respect to the Customer’s obligation to inspect the Products (ad clause 4.8 of the GTC), it is agreed and agreed that
The Customer is entitled to reproach the Company for defects in the Products within the following time limits at the latest:
quantity defects (i.e. insufficient number of units of the Products) and defective type/type of Products at the time of acceptance (in particular on the basis of a note made on the delivery note or similar document);
other defects (which are not latent defects and can be detected by careful professional detailed inspection) within 10 (ten) working days from the date of acceptance of the Products;
latent defects within 10 (ten) working days from the date on which the Customer should and could have discovered them (or actually discovered them, whichever is the earlier), but no later than 1 (one) month from the date of acceptance of the Products.
The Company shall not be liable for any defects (defective performance) which have not been pointed out (claimed) within the aforementioned deadlines (ad clause 6.4 of the GTC) and failure to comply with these deadlines for pointing out defects (defective performance) shall result in the termination of the Customer’s claims for defects (defective performance) against the Company.
Defects (defective performance) must be pointed out by the Customer in writing, which must include at least:
Identification of the Contract and delivery of the Products,
identification and quantity of the specific defective Products,
a description of the defect (in particular what it consists of and how it manifests itself),
A defect (defective performance) shall be deemed to have been reproached only upon receipt of a written reproach containing all mandatory minimum elements as specified in clause 6.6 of the GTC. Until then, the Company is not obliged to take any action and the Customer shall not be entitled to any rights arising from the defect (defective performance).
The Customer is obliged to refrain from improper handling and manipulation of the Products whose defect the Customer has complained or intends to complain to the Company, in particular such handling that could make it difficult or impossible to objectively examine the validity of the complained defects and the Customer’s claims.
The Customer shall be obliged to present the Products whose defects he/she has complained to the Company at the Company’s registered office or business premises for examination of the defects complained of or for the settlement of the claim.
The Contractor shall be obliged to settle the Customer’s complaint (allegation of defects) within a reasonable period of time, as a rule within 30 (thirty) days from the date of proper allegation of defects.
If the allegation of defects (complaint) is accepted by the Company as justified, the Customer may demand:
Primarily the rectification of the claimed defect within a subsequent reasonable period,
only if this is not possible or if the Company refuses to do so, the Customer may demand the rectification of the defect by delivery of new Products without defects,
if this is also not possible or the Company refuses, the Customer may withdraw from the Contract (only) in respect of the defective Products (units).
The Customer may, in lieu of the claims set out in clause 6.11 of the GTC above, claim a reasonable discount on the price of the defective Products.
The Customer waives the right to compensation for injury (especially damage), or contractually limits the scope of the Company’s liability for injury (damage) that the Customer may incur or may incur from or in connection with the Contract. The Company’s obligation to indemnify the Customer for any injury (damage) is thus limited to the maximum amount represented by the agreed price of the Products under the Contract.
The limitation of injury (damage) to the amount pursuant to clause 6.13 of the GTC does not apply to the obligation to compensate for injury caused to a person’s natural rights or caused intentionally or through gross negligence.
What the Customer would be entitled to (or is entitled to) from claims arising from defects in the Products cannot be claimed by way of damages.
VII. Other rights, obligations and arrangements
The Customer shall not be entitled to unilaterally set off any of its claims against any claim of the Company arising out of or in connection with the Contract without the prior written consent of the Company. The Customer shall not be entitled to withhold any payment due to the Company, even in part, on account of counterclaims arising from defects in the Products or for any other reason.
The Customer shall not be entitled to assign its rights or obligations to the Company under or in connection with the Contract (or the Contract as a whole) without the prior written consent of the Company. This obligation of the Customer shall survive termination of the Contract. This is without prejudice to the Parties’ right, if any, to use third parties (carriers) to transport the Products.
The Parties acknowledge that they enter into the contractual relationship – entering into the Contract – on an equal footing, neither Party having the status of a weaker party.
The provision on unreasonable reduction (according to § 1793 of the German Civil Code) is completely excluded. The Parties waive their rights on unreasonable reduction (according to § 1793 of the German Civil Code).
The application of Section 1980 of the German Civil Code is excluded. It can only be applied if the Customer informs the Company in writing (expressly) before the conclusion of the Contract that it has no interest in the delayed performance and the Company accepts this fact in writing (expressly) before the conclusion of the Contract.
VIII. Withdrawal from the Contract
The Contract may only be withdrawn from for legal reasons and for the reasons agreed in the Offer or these GTC, unless excluded in the Offer or these GTC.
The Company is entitled to withdraw from the Contract (also) if:
The Customer is more than thirty (30) days in arrears with any payment under the Contract;
The Customer fails to provide the Company with the necessary cooperation or documentation, even within 15 (fifteen) days from the date of the Company’s request;
Insolvency or enforcement proceedings will be initiated against the Customer.
The Customer is entitled to withdraw from the Agreement (also) if:
The Company is more than thirty (30) days in default in the delivery of the Products, in respect of such
undelivered portion of the Products.
The termination of the Contract shall be without prejudice to the rights of the Parties which, by their nature, are intended to survive the termination of the Contract.
The Company shall be entitled to withdraw from the Contract in part or in full in the event of unexpected failure in the production process, failure on the part of any subcontractors, stock or in the event of legal or agreed (e.g. in these GTC) circumstances excluding the Company’s liability.
IV. Force Majeure
The Company shall be exempted from liability for breach (non-performance) of its obligations under the Contract or related to the Contract, in particular liability for partial or total non-performance of its obligations under the Contract and the obligation to pay damages, if it proves that it was temporarily or permanently prevented from fulfilling its obligation by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (hereinafter referred to as “Force Majeure”).
Force Majeure events include, but are not limited to: strike, epidemic, fire, natural disaster, mobilization, war, insurrection, seizure of goods or merchandise (ex officio), embargo, prohibition on the transfer of foreign exchange, statutory (or governmental) prohibition on activities, supplies, production or other performance related to the Company’s obligations under the Contract (or any part thereof), uncaused regulation of electricity consumption, terrorist attack, etc.
In the event of Force Majeure, the Company shall be entitled to suspend the performance of its obligations under the Contract for the duration of the Force Majeure event without default in the performance of its obligations under the Contract. The date(s) of performance shall then be postponed by the number of days for which the Force Majeure lasted.
Force Majeure shall also exclude (in addition to any claim for damages) any claim for contractual penalties or other contractual or statutory penalties, consequences and liabilities against the Company.
The Company must notify the Customer of the impediment (Force Majeure) and its consequences for its ability to perform without undue delay.
In the event of Force Majeure lasting for more than one (1) month, the Company shall be entitled to withdraw from the Contract.
The Customer’s obligation to properly perform its monetary obligations cannot be waived by reference to Force Majeure.
X. Penalties
The Customer shall pay to the Company a contractual penalty of 0.05% of the amount due for each day of delay in payment of any monetary obligation (performance) to the Company.
The payment of the contractual penalty shall in no way affect the right of either Party to claim damages in addition to the contractual penalty – i.e. the applicability of § 2050 of the German Civil Code is excluded.
The liquidated damages shall be payable on demand by the Party entitled thereto within the time limit specified in the demand, but not earlier than 7 (seven) days from the date of delivery of such demand.
XI. Protection of Personal Data
The Company undertakes that, where it processes personal data in the course of its business, it shall always do so in accordance with the applicable law. In particular, in accordance with Act No. 110/2019 Coll. on
Processing of Personal Data and Regulation (EU) No 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
The Company therefore (in connection with the Contracts) processes personal data in particular:
the processing of which is necessary for the performance of the Contract or the Company’s contractual obligations or other legal obligations to which the Company is subject,
which the data subject has consented to the processing,
the processing of which is necessary for the purposes of the legitimate interests of the Company or a third party, except where the interests or fundamental rights and freedoms of the data subject requiring the protection of personal data take precedence over such interests.
XII. Delivery, communication
The Company designates its following email addresses for communication: obchod@one3d.cz and info@one3d.cz
Electronic messages delivered to any other e-mail addresses shall not be taken into account by the Company and shall only be effective against the Company if the Company confirms this (in writing).
The Party to whom the change concerns shall notify the other Party without undue delay of any change in any of the electronic (e-mail) addresses.
The Parties shall be obliged to deliver documents in paper form to the registered office address entered in the relevant public register or to the correspondence address which either Party has demonstrably communicated to the other Party and marked. The Party to which the change concerns shall notify the other Party without undue delay of any change in either of these addresses.
Documents may also be delivered to the data mailbox (established within the meaning of Act No 300/2008 Coll. on electronic acts and authorised document conversion, as amended) of the Contracting Party from the data mailbox of the other Contracting Party. In this case, the signature of the person acting is not required and the authenticity of the document is guaranteed by sending it from the given data box. This legal act is equivalent to (and may replace) a written instrument with the handwritten signature of the authorised person acting.
XIII. Final provisions
The Parties expressly agree that the Contract and all rights and obligations arising from and related to it shall be governed by and shall be governed by the law (legal order) of the Czech Republic, in particular the Civil Code.
The Parties expressly agree that the courts of the Czech Republic shall have jurisdiction over any future disputes arising out of or in connection with the Contract. Specifically, within the meaning of Section 89a of Act No. 99/1963 Coll, as amended, of the Code of Civil Procedure, they agree that for disputes arising out of or relating to the Contract, including any claims arising from the invalidity of the Contract, as well as claims for compensation for injury (damage) and other claims, the District Court in Olomouc shall have jurisdiction (as a court of first instance) (or, for matters entrusted by law to the jurisdiction of regional courts: the Regional Court in Ostrava, branch in Olomouc).
The Company shall have the right to amend or supplement these GTC from time to time. However, this does not and will not affect the Contracts created and concluded according to the previous version(s) of the GTC.
The Customer declares that he/she has read the GTC, confirms that he/she has read their content thoroughly, fully understands it and has no objections to it. In view of this, the Customer undertakes to comply fully with them.
In the event that any provision of these GTC is or becomes invalid, ineffective, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. The Parties agree to replace such invalid, ineffective, illegal or unenforceable provision with a valid, effective, lawful or enforceable provision or at least a provision of similar legal and economic meaning and purpose.

These GTC shall take effect (apply from) 1.1.2021.