Version: 23 July 2026
Section 1 Scope of Application & Incorporation
These General Terms and Conditions of Purchase (hereinafter "GTCP") shall apply to all business relationships with our business partners and suppliers (hereinafter "Supplier"). They shall also apply to all future orders without the need for renewed incorporation.
These GTCP shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that we have expressly agreed to their application in writing or in text form (e.g. by email). Our silence in response to an order confirmation from the Supplier containing deviating terms shall not constitute acceptance.
References to statutory provisions are for clarification purposes only. Accordingly, statutory provisions shall apply even without such clarification, unless they are directly modified or expressly excluded by these GTCP.
Section 2 Formation of Contract & Orders
Our orders become binding once they are issued or confirmed in text form (§ 126b German Civil Code (BGB)), e.g. by email, EDI, or via our supplier portal. The Supplier is obliged to confirm our order in text form within three (3) working days. If the Supplier fails to respond within this period but commences performance, the order shall be deemed accepted under the terms specified by us.
If the Supplier's confirmation deviates from our order, the Supplier must expressly and separately notify us thereof. In such case, a contract shall only be concluded upon our written approval.
Section 3 Delivery Time, Delay in Delivery & Contractual Penalty
The delivery date specified in our order shall be binding. If the Supplier becomes aware that an agreed delivery date cannot be met, the Supplier shall immediately notify us in writing, stating the reasons and the expected duration of the delay.
If the Supplier fails to perform within a reasonable grace period granted by us, we shall be entitled to withdraw from the contract and/or claim damages in lieu of performance.
In the event of delay in delivery, we shall be entitled to claim a contractual penalty amounting to 0.2% of the net order value per working day of delay, up to a maximum of 5% of the net order value. The contractual penalty shall only apply if the Supplier is responsible for the delay. The right to claim further damages shall remain unaffected.
Section 4 Shipment, Packaging & Transfer of Risk
Unless otherwise agreed, delivery shall be made DDP (Incoterms® 2020) to the location specified in the order.
The Supplier shall ensure transport-appropriate, environmentally compatible packaging that complies with all applicable legal requirements, in particular the German Packaging Act (VerpackG). Packaging materials shall be taken back at the Supplier's expense upon request.
A delivery note stating our order number, order date, and the contents of the shipment shall be enclosed with the goods without prior request.
The risk of accidental loss or accidental deterioration of the goods shall pass to us only upon delivery at the agreed destination.
Section 5 Prices, Payment Terms & Invoicing
The price stated in the order shall be binding. All prices include statutory VAT unless separately stated, as well as packaging, transportation, and any customs duties. Price adjustments (e.g. due to fluctuations in raw material prices) require a separate written agreement.
Invoices must be submitted to us in an auditable form and must include our order number, order date, and the Supplier number.
Unless expressly agreed otherwise (e.g. cash discount arrangements), payment shall be made within thirty (30) days net following complete delivery and receipt of a proper invoice. The payment period shall not commence before receipt of the invoice.
Section 6 Warranty & Liability for Defects
Our statutory rights in respect of defects in quality, defects in title, or other breaches of duty by the Supplier shall apply unless otherwise provided below.
The Supplier warrants that all services and goods comply with the latest state of the art, all applicable legal requirements, and all relevant regulations and guidelines issued by authorities, trade associations, and professional organizations.
The statutory limitation period for defect claims shall be thirty-six (36) months from the transfer of risk, unless a longer limitation period is provided by law. This applies in particular to construction materials and other goods for which Section 438 (1) No. 2 BGB provides a limitation period of five years. In such cases, the statutory limitation period shall apply.
The Supplier shall inspect the goods immediately upon delivery. Obvious defects shall be notified to us in text form within ten (10) working days, and hidden defects within six (6) months after delivery. The notification period for hidden defects shall commence upon discovery of the defect. The statutory obligations under Section 377 German Commercial Code (HGB) shall otherwise remain unaffected.
In urgent cases (e.g. imminent danger or prevention of disproportionately large damages), we shall be entitled to remedy defects ourselves or have them remedied by third parties at the Supplier's expense, provided that we have first requested the Supplier in text form to remedy the defect within a specified period. Any statutory right of self-remedy shall remain unaffected.
Section 7 Export Control & Foreign Trade Law
The Supplier shall comply with all applicable requirements of national and international foreign trade law, in particular the export control regulations of the Federal Republic of Germany, the European Union, and, where applicable, the United States (U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR)).
The Supplier shall provide us, unsolicited and in a timely manner prior to the delivery date (but no later than with the order confirmation), with all information and data required for compliance with export, import, and re-export regulations concerning the goods and/or services supplied. This shall include in particular:
The export list number pursuant to the German Export List (Ausfuhrliste);
The ECCN (Export Control Classification Number) under the U.S. Export Administration Regulations (EAR), where applicable;
The non-preferential origin of the goods (country of origin) and the statistical commodity code (HS Code);
A declaration as to whether the supplied components (e.g. sensors, scanners, software) are classified as dual-use items;
Where applicable, an End-User Certificate for sensitive goods.
The Supplier shall ensure that no embargo regulations or sanctions lists (in particular those of the EU and the USA) are violated through the components supplied. The Supplier undertakes to inform us immediately if any component becomes subject to export restrictions during the term of the contract.
The Supplier shall indemnify us against all damages, costs, and expenses arising from the Supplier's culpable breach of the foregoing export control obligations.
Section 8 Confidentiality & Protection of Know-how (IP)
The contracting parties undertake to treat as strictly confidential all business, technical, and operational information disclosed within the scope of the cooperation (e.g. design drawings, technical specifications, special machinery specifications, sensor/scanner parameters, algorithms, or software components) and not to disclose such information to third parties. The Supplier shall appropriately mark all documents designated as "CONFIDENTIAL" or obviously confidential.
The Supplier shall use all data and documents received from us exclusively for the purpose of performing the specific order. Upon completion of the order, such documents and any copies made thereof shall be returned to us without request or demonstrably destroyed. The confidentiality obligation shall survive for five (5) years after termination of the contract; with regard to trade secrets, it shall apply indefinitely.
To the extent that the Supplier develops specific software, design plans, or technical solutions individually for us in connection with the development of special-purpose equipment, the Supplier hereby assigns to us upon creation the exclusive, transferable and sublicensable rights of use and exploitation, territorially limited to the Federal Republic of Germany and the Member States of the European Union and temporally limited to the statutory term of copyright protection.
The Supplier shall indemnify us against all third-party claims arising from infringements of intellectual property rights or copyrights resulting from the contractual use of the Supplier's deliveries, provided that the Supplier is responsible for such infringement.
Section 9 Product Liability & Insurance
If the Supplier is responsible for product damage, the Supplier shall indemnify us against third-party claims to the extent that the cause originated within the Supplier's sphere of control and organization and the Supplier would be liable vis-à-vis third parties.
The Supplier undertakes to maintain adequate product liability insurance throughout the term of the contract with minimum coverage of EUR 10,000,000 per claim and EUR 20,000,000 per insurance year, and shall provide evidence thereof upon request. The Supplier shall ensure that the insurance also covers subsequent defect claims (extended liability coverage).
Section 10 Data Protection
The contracting parties shall comply with the EU General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and all other applicable data protection laws.
Where the Supplier processes personal data on behalf of 3D.aero, the parties shall conclude a separate Data Processing Agreement in accordance with Article 28 GDPR.
The Supplier shall indemnify 3D.aero against all fines, claims for damages, and costs arising from the Supplier's or its subcontractors' culpable breach of data protection obligations.
Section 11 Applicable Law & Jurisdiction
These GTCP and the contractual relationship between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be our registered place of business. However, we shall also be entitled to bring proceedings at the Supplier's general place of jurisdiction or before any other court having statutory jurisdiction.
Should any provision of these GTCP be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.