Commission Terms

1. Scope & General Information (§ 1 Geltungsbereich)

These General Terms and Conditions (Allgemeine Geschäftsbedingungen — AGB) apply to all contracts, quotes, and services agreed between Memphinox ("Studio", "we", "us") and the commissioning party ("Client", "you") regarding the creation of custom 3D-printed head sculptures, collectible busts, scale figures (such as 1:6 and 1:4 scale), digital 3D sculpting, prototype printing, and finishing services.

Deviating, conflicting, or supplementary terms of the Client shall not become part of the contract unless Memphinox explicitly agrees to their validity in writing.

2. Commission Flow & Contract Formation (§ 2 Vertragsschluss)

The commission process proceeds in defined stages to ensure mutual clarity and technical alignment:

1. Enquiry & Brief: The Client submits a brief via the website commission form or direct studio email detailing reference materials, target scale, desired level of finish, and delivery expectations.
2. Technical Feasibility & Written Quote: Memphinox assesses feasibility and issues an individualized written quote containing:
   • Unique Quote Identifier and date of validity
   • Detailed description of the commissioned piece (scale, scope, materials)
   • Inclusions and explicit exclusions (e.g., digital file release, painting, assembly)
   • Fixed price or agreed fee structure including applicable shipping costs and taxes
   • Estimated production window and target dispatch timeline
   • Agreed deposit amount (typically 30% to 50%) and balance milestone schedule
3. Contract Formation: The contract is formally concluded once the Client explicitly approves the written quote and Memphinox receives the agreed deposit payment. No production slot is reserved without receipt of the deposit.

3. Pricing, Deposits & Payment Terms (§ 3 Preise & Zahlungsbedingungen)

All prices quoted are in Euros (€ / EUR) unless otherwise agreed in writing. For customers within the European Union, prices are stated either including statutory VAT or with a note on applicable tax regulations (e.g., small business regulation § 19 UStG where applicable).

• Deposit (Anzahlung): A deposit of 30% to 50% (as specified in the quote) is payable upon contract conclusion. The deposit covers initial 3D design time, material allocation, and machine scheduling.
• Final Balance (Restzahlung): The remaining balance, including packaging and shipping charges, falls due upon completion of production and before physical dispatch, following photographic presentation of the finished piece.
• Payment Channels: Payments may be remitted via secure Stripe hosted checkout (credit/debit card, European payment methods), direct SEPA bank transfer, or verified PayPal Business invoice.

4. Client References, Rights & Likeness Warranties (§ 4 Rechte Dritter & Kundenmitwirkung)

Memphinox produces one-off physical art pieces and prototypes based on references provided by the Client.

• Client Warranty: The Client expressly warrants and confirms that they possess all necessary rights, permissions, or legitimate authorizations for any photographs, character likenesses, 3D model files, or intellectual property provided to Memphinox for reference or reproduction.
• Indemnification: Should third parties assert claims against Memphinox based on infringement of copyright, trademark, personality rights, or other proprietary rights resulting from client-supplied materials, the Client shall indemnify and hold Memphinox fully harmless against all damages, legal fees, and defense costs incurred.
• No Unlicensed Mass Production: Memphinox reserves the right to decline or terminate any commission that appears to violate intellectual property rights or aims at counterfeit mass reproduction.

5. Intellectual Property & Studio Photography (§ 5 Urheberrecht & Portfolionutzung)

• Physical Ownership: Upon full settlement of all invoices, ownership of the delivered physical object transfers to the Client.
• Digital Files & Master Assets: All digital 3D sculpting files, intermediate print files (.stl, .obj, .lys, etc.), supports, and toolpaths remain the exclusive intellectual and proprietary property of Memphinox unless an explicit commercial digital license is contracted and paid for in writing.
• Portfolio & Promotional Rights: Memphinox retains the right to photograph finished sculptures and work-in-progress stages, and to display such media in studio portfolios, websites, social channels, and competition entries. If a project is a private gift or subject to an embargo/release date, the Client must notify Memphinox prior to order confirmation so an embargo period can be agreed upon.

6. Revision Rounds & Digital Proofing (§ 6 Korrekturschleifen & Abnahme)

• Digital Sculpt Review: Full sculpt commissions include up to two (2) rounds of minor proportional or facial adjustments during the digital review phase prior to slicing and 3D printing.
• Scope Changes: Substantial alterations deviating from the approved brief (e.g., completely altering the character expression, switching scales, or requesting new headgear after sculpting has begun) constitute a scope change and will be quoted separately.
• Nature of 3D Printing Craft: Minor surface micro-lines, microscopic resin layers, or discrete contact points from support removal are inherent characteristics of high-resolution stereolithography (SLA/DLP) production. Pieces are delivered sanded, cured, and prepared to the agreed finishing tier. Hand-finishing and artistic craft variations do not constitute material defects.

7. Delivery, Shipping & Risk of Loss (§ 7 Lieferung & Gefahrübergang)

• Timeframes: Production turnaround times communicated in quotes are conscientious estimates based on current studio workload. Memphinox strives to meet all agreed targets, but artistic sculpting and precision curing can occasionally require additional time to ensure supreme surface quality.
• Shipping: Pieces are packaged in shock-absorbing foam/protective packaging and dispatched via tracked and insured courier services (e.g., DHL, DHL Express).
• Transfer of Risk (Gefahrübergang): For consumer purchases (§ 13 BGB), the risk of accidental loss or damage during transit transfers to the Client upon physical handover of the parcel by the carrier (§ 474 Abs. 4 BGB). For commercial clients (B2B / § 14 BGB), risk transfers upon handover of the parcel to the transport carrier (§ 447 BGB).
• Inspection: The Client is urged to inspect the package upon receipt. Obvious exterior transport damages should be reported to the delivery agent immediately and documented photographically.

8. Statutory Right of Withdrawal & Its Exclusion (§ 8 Widerrufsrecht & Ausschluss)

Because all custom head sculptures, bespoke busts, and personalized figures commissioned from Memphinox are produced strictly according to the individual specifications, scale requirements, and customized references of the Client, no statutory right of withdrawal exists once production has commenced.

Cancellation Policy Prior to Production:

• If the Client cancels a commission before digital sculpting or machine preparation has begun, the deposit minus an administrative handling fee of €50 (or 10% of the quote, whichever is lower) will be refunded.
• Once digital 3D sculpting has commenced, the deposit is non-refundable, as it offsets the hours of custom artistic labour already performed.
• Once physical printing, post-processing, or painting has commenced, the full agreed price remains payable.

9. Care Instructions & Warranty (§ 9 Gewährleistung & Pflegehinweise)

• Material Care: Cured photosensitive resin sculptures are display collectibles intended for adult collectors and modelers. Pieces must not be exposed to direct, continuous ultraviolet (UV) sunlight, open flames, or extreme temperatures (above 50°C), which can induce material warping, discoloration, or brittleness. Sculptures are not intended as children's toys.
• Warranty: Statutory warranty provisions apply. Legitimate defects attributable to manufacturing errors (such as uncured liquid resin pockets or structural cracks present upon unboxing) must be reported within 14 days of delivery accompanied by photographic evidence. In case of verified defects, Memphinox reserves the primary right of supplementary performance (repair or replacement reprint).

10. Limitation of Liability (§ 10 Haftungsbeschränkung)

Memphinox is liable without limitation in cases of intent or gross negligence, injury to life, limb, or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz), and to the extent of any express warranty guarantee granted.

In cases of slight negligence regarding the breach of an essential contractual duty (cardinal obligation — an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies), Memphinox's liability is limited to the foreseeable, contract-typical damage. In all other respects, liability is excluded.

11. Applicable Law & Jurisdiction (§ 11 Anwendbares Recht & Gerichtsstand)

• The laws of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• For consumers with habitual residence within the European Union, the mandatory statutory consumer protection laws of the country in which the consumer resides remain unaffected.
• If the Client is a merchant, a legal entity under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered business seat of Memphinox.

12. Severability Clause (§ 12 Salvatorische Klausel)

Should individual provisions of these Commission Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the statutory regulation that comes closest to what the parties economically intended.