ProtoWerk4D GmbH

GENERAL TERMS AND CONDITIONS (GTC) FOR THE PROCESSING OF ORDERS (CONTRACT MANUFACTURING)

As of 07/26/2022

§ 1 Scope

a) These terms of delivery and sale apply exclusively to merchants and legal entities.

b) ProtoWerk4D GmbH performs orders exclusively under these delivery and sales conditions, whereby the customer agrees by placing the order. ProtoWerk4D GmbH only recognizes terms and conditions of the customer that conflict with or deviate from these terms of delivery and sale if their validity is expressly agreed to in text or written form.

c) These terms of delivery and sale also apply to all future transactions between ProtoWerk4D GmbH and the customer, insofar as legal transactions of a related nature are involved.

§ 2 Offer and conclusion of contract

a) The offers from ProtoWerk4D GmbH are made on the basis of the 3D data sets that are more favorable from the customer or a sample of the component to be printed.

b) The offers from ProtoWerk4D GmbH are non-binding and do not represent a binding application for the conclusion of a contract. This is a request for the submission of an offer by the customer, which he complies with by sending the order. By placing an order, the customer submits a binding offer to conclude a contract. The contract is concluded IF ProtoWerk4D GmbH expressly declares acceptance of the order by means of an order confirmation or transmits the ordered goods to the customer without a prior order confirmation.

c) If ProtoWerk4D GmbH does not have the appropriate process for manufacturing the requested and offered components, ProtoWerk4D GmbH may have the order manufactured by another service provider while complying with and passing on all obligations of the customer.

§ 3 Prices and Payment

a) The prices offered apply ex works plus the applicable statutory sales tax and plus packaging, shipping and customs.

b) The purchase price is due for payment within 14 days of the invoice date without deducting any discount. The payment is deemed to have been effected when the payment amount has been credited to the account of ProtoWerk4D GmbH.

c) Claims against ProtoWerk4D GmbH can only be offset by the client if the client's counterclaim is undisputed or there is a legally binding title. Excluded from this are counterclaims by the client from the same contractual relationship. The customer can only assert a right of retention if it is based on claims from the same contractual relationship.

§ 4 Retention of title

a) The goods delivered by ProtoWerk4D GmbH to the customer remain the property of ProtoWerk4D GmbH until all current and future claims of ProtoWerk4D GmbH against the customer from the supply relationship existing between the contracting parties have been paid in full.

b) The client keeps these reserved goods free of charge for ProtoWerk4D GmbH. He is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of enforcement within the meaning of the following paragraph. Pledges and security transfers are not permitted.

c) If the goods subject to retention of title are processed by the client, it is agreed that the processing is carried out in the name and for the account of ProtoWerk4D GmbH and ProtoWerk4D GmbH directly owns or, in the event that the processing is carried out from materials from several owners or the value of the processed item is higher than the value of the reserved goods, which acquires co-ownership / fractional ownership of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item.

In the event that no such acquisition of ownership should occur at ProtoWerk4D GmbH, the customer already now transfers his future ownership or co-ownership of the newly created item to ProtoWerk4D GmbH as security. If the goods subject to retention of title are combined with other items to form a single item and one of the other items is to be regarded as the main item, the customer transfers proportional co-ownership of the single item to ProtoWerk4D GmbH in the above-mentioned ratio, insofar as the main item belongs to him.

d) In the event of the resale of the reserved goods, the customer hereby assigns the resulting claim against the purchaser to ProtoWerk4D GmbH as security.

e) If third parties access the reserved goods, in particular through attachment, the client

immediately point out the property of ProtoWerk4D GmbH and inform ProtoWerk4D GmbH about this in order to enable it to enforce its property rights.

f) ProtoWerk4D GmbH will release the goods subject to retention of title and the items or claims replacing them upon request, as far as their value exceeds the amount of the secured claim by more than 10%.

g) If ProtoWerk4D GmbH withdraws from the contract in the event of breach of contract by the customer, in particular default in payment, ProtoWerk4D GmbH is entitled to demand the return of the reserved goods.

§ 5 Shipping

a) If the goods/a component sample (the consignment) is sent to the customer by ProtoWerk4D GmbH at the request of the customer, the risk of accidental loss or accidental deterioration of the consignment passes to the customer when the consignment is handed over to the carrier.

b) ProtoWerk4D GmbH insures the shipment for shipping up to a goods value of EUR 500.00 including sales tax. If the client wishes to be insured with a higher sum insured, ProtoWerk4D GmbH will check this request and, if necessary, take it into account when preparing the offer, with a separate statement of the insurance premium.

c) The shipping method and the choice of packaging are subject to the dutiful discretion of ProtoWerk4D GmbH.

d) If the goods/a component sample are to be collected from ProtoWerk4D GmbH at the request of the customer, the risk of accidental loss or accidental deterioration of the goods/the component sample passes with the provision of the goods/the component sample at the specified delivery date at ProtoWerk4D GmbH on the client. In this case, the goods / component samples are handed over without checking the authorization of the collector upon presentation of the order confirmation issued by ProtoWerk4D GmbH. The customer is obliged to accept the goods within 14 days after receipt of the notification from ProtoWerk4D GmbH about their availability. If the customer is more than 14 days in arrears with the receipt of the notification of their availability, ProtoWerk4D GmbH is entitled, after setting a grace period of 14 days, to make use of its statutory rights. There is no need to set a grace period if the client seriously and finally refuses to accept the delivery. The customer shall bear the storage costs of the goods after the expiry of the grace period set for the customer or, in the event of a serious and final refusal to accept the goods, the storage costs incurred after this point in time. In the case of storage by ProtoWerk4D GmbH, these amount to 0.10% of the net invoice amount for the goods to be stored for each completed week. The customer is permitted to prove that no damage has occurred at all or that it is significantly lower than this flat rate. ProtoWerk4D GmbH is permitted to assert and prove greater damage.

§ 6 Delivery time and performance

a) The delivery time specified by ProtoWerk4D GmbH in the offer in working days is non-binding. In particular, it depends on the manufacturing process desired by the customer, the machine utilization at the time the contract is concluded and the material selected. Something else only applies in the event that a binding delivery date or a binding delivery time has been expressly agreed between the parties. Agreed delivery dates in this case always refer to the time when the goods are handed over to the carrier or when the goods are made available at ProtoWerk4D GmbH.

b) ProtoWerk4D GmbH informs the client about the expected delivery date with the order confirmation.

c) Compliance with the delivery and service obligations of ProtoWerk4D GmbH requires the timely and proper fulfillment of the customer's obligations.

d) ProtoWerk4D GmbH can have the service it owes carried out in whole or in part by third parties.

e) ProtoWerk4D GmbH is entitled to partial deliveries if these can be used by the customer within the scope of the contractual purpose.

f) ProtoWerk4D GmbH is not liable for the impossibility of delivery or service or for delays in delivery or service if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded, such as operational disruptions, material or energy bottlenecks, transport disruptions, strikes, lawful lockouts, Labor shortage, official measures, etc. have been caused for which ProtoWerk4D GmbH is not responsible. If such events make the delivery or service significantly more difficult or impossible and these are not only of temporary duration, ProtoWerk4D GmbH is entitled to withdraw from the contract. If the events are of a temporary nature, the delivery or service deadlines/dates are extended according to the duration of the event and a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result, he is entitled to withdraw from the contract by means of an immediate declaration to ProtoWerk4D GmbH.

g) The liability of ProtoWerk4D GmbH for the impossibility of delivery or service or for delays in delivery or service is otherwise excluded in the event of slight negligence on the part of ProtoWerk4D GmbH, its legal representative or its vicarious agents. This does not apply to damage resulting from injury to life, limb or health.

h) ProtoWerk4D GmbH is entitled to provide deliveries or services only against advance payment or security if circumstances become known to it after the conclusion of the contract which are likely to significantly reduce the customer's creditworthiness. This also applies in the event that the customer is in arrears in whole or in part with the payment of outstanding claims of ProtoWerk4D GmbH.

§ 7 Warranty

a) Claims due to material defects become time-barred one year after delivery of the goods to the customer.

b) The delivered goods must be carefully inspected immediately after receipt by the customer. They are deemed to have been approved if ProtoWerk4D GmbH does not receive a written notification of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful inspection within seven working days after receipt of the goods and otherwise within seven working days after discovering the defect is.

c) The regulation of § 377 HGB remains unaffected.

d) The warranty for material defects based on circumstances that ProtoWerk4D GmbH expressly pointed out to the client when the offer was made is excluded if the client commissioned the provision of the service despite the notice.

e) Deviations in the color and dimensions of the goods produced cannot be ruled out due to processing and do not constitute a material defect, provided that the deviations are not significant for the intended use of the goods. The client must expressly point this out to ProtoWerk4D GmbH in advance of preparing the offer.

f) The warranty for changes in the goods due to external influences such as weather, UV radiation, moisture, etc. is excluded unless ProtoWerk4D GmbH has expressly guaranteed these properties when the contract was concluded.

g) The elimination of a defect by way of supplementary performance requires the renewed use of the print data transmitted by the customer. If the client requests the deletion of this data by ProtoWerk4D GmbH, any warranty claims of the client will also expire with the deletion of the data.

h) ProtoWerk4D GmbH undertakes to treat the customer's CAD files confidentially, not to make them accessible to third parties and to protect them from unauthorized access with the same care as their own confidential information. PR ProtoWerk4D GmbH will only use the customer's CAD files for the purposes of the respective contract with the customer and in particular not for the manufacture of products for third-party customers. Third parties within the meaning of this confidentiality obligation are not those employees, subcontractors, consultants, vicarious agents of ProtoWerk4D GmbH (and/or their subcontractors) who are used to provide services or other contract processing and are subject to professional secrecy or are contractually bound to confidentiality

i) ProtoWerk4D GmbH is not liable for the geometry and design of the components. The responsibility for the design lies with the customer, who then makes the 3D data sets available to PR ProtoWerk4D GmbH so that a model, prototype or other component can be manufactured based on this 3D model. ProtoWerk4D GmbH is not liable for the deployment and use of the components and any consequential damage caused by the failure of the component. The customer is responsible for the dimensioning, the choice of materials, subsequent use, the use of the components and other design features.

§ 8 Liability

a) If ProtoWerk4D GmbH has to pay for damage due to a legal provision, which was caused by slight negligence, ProtoWerk4D GmbH is only liable in accordance with the following regulations:

i) Liability only exists in the event of a breach of essential contractual obligations, such as those that the contract wants to impose on ProtoWerk4D GmbH according to its content and purpose or the fulfillment of which is essential for the proper execution of the contract and on compliance with which the client regularly relies and may rely. This liability is limited to the typical damage that was foreseeable at the time the contract was concluded.

ii) Liability for other damages due to a slightly negligent breach of duty by ProtoWerk4D GmbH, a legal representative or vicarious agent is excluded.

iii) These limitations of liability do not apply to damage resulting from injury to life, limb or health.

b) Irrespective of fault on the part of ProtoWerk4D GmbH, any liability in the event of fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk and under the Product Liability Act remains unaffected.

c) In the event of liability for simple negligence, the

The Contractor's obligation to compensate for damage to property and the resulting further financial losses is limited in any case to such damage that is usually and typically insurable through liability insurance / product liability insurance to be taken out by the Contractor at reasonable conditions, even if it is a matter of a breach of essential contractual obligations

§ 9 Termination

a) If the client terminates the contract without ProtoWerk4D GmbH being responsible for this, ProtoWerk4D GmbH is entitled to the claims regulated in § 648 BGB. Instead of the claims arising from § 648 BGB, PR ProtoWerk4D GmbH can claim a lump sum of 15% of the agreed remuneration for its expenses and lost profit. ProtoWerk4D GmbH is not entitled to this flat-rate claim if the client proves that the amount to which ProtoWerk4D GmbH is entitled under § 648 BGB is significantly lower than this flat rate.

§ 10 Industrial property rights

a) The client assures that the data and/or component samples he transmits for printing do not infringe on the rights of third parties, i.e. ProtoWerk4D GmbH does not infringe any third-party rights (especially but not exclusively copyrights, patent rights, design rights, competition rights) violated or the client has the appropriate permission from the rights holder, and that no legal or contractual prohibitions are violated.

b) The client transfers to ProtoWerk4D GmbH - if necessary - the rights of use required for the execution of the order (especially but not exclusively the right to reproduce and distribute, possibly the right to make publicly available for references on the website).

c) The client is obliged to inform ProtoWerk4D GmbH immediately in writing or in text form if claims are asserted against him due to infringement of third-party rights in connection with products manufactured by ProtoWerk4D GmbH.

d) In the event of claims by third parties, the client undertakes to indemnify ProtoWerk4D GmbH. This also includes reasonable expenses for the legal defense of ProtoWerk4D GmbH, with regard to which ProtoWerk4D GmbH is also entitled to an advance payment in the amount of the expected costs from the client.

e) The customer is solely responsible for checking the suitability of the component to be created by ProtoWerk4D GmbH for the purpose intended by the customer, as well as for carrying out product tests (in particular with regard to the danger to persons and property, compatibility in the event that the workpiece is used on or in the body) and obtaining approval for the markets and countries intended for distribution.

§ 11 Data protection

a) The data protection provisions of the EU General Data Protection Regulation (EU-GDPR) apply.

b) Within the scope of the respective contract execution, ProtoWerk4D GmbH processes personal data of the customer as well as the provider or the employees involved in the contract execution (e.g. name, contact details, other personal data for the execution of the contract). In principle, this personal data is only processed by ProtoWerk4D GmbH. All employees of ProtoWerk4D GmbH are obliged in writing to treat personal data confidentially and process this data exclusively in accordance with the applicable data protection laws.

c) Irrespective of the regulation in the above paragraph, ProtoWerk4D GmbH is entitled to pass this data on to third parties, such as suppliers or other service providers, in order to provide contractual services, for example processing in connection with the fulfillment of the contract. When passing on personal data to third parties, P ProtoWerk4D GmbH limits itself to the information that is absolutely necessary for the provision of the respective services. The respective third party is obliged by ProtoWerk4D GmbH to use this data exclusively to provide the requested service.

§ 12 Applicable Law / Place of Jurisdiction

a) The contracting parties agree that German law shall apply to the concluded contract and all of their related relationships, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (United Nations Convention on Contracts for the International Sale of Goods (CISG)). German is agreed as the contractual language. The exclusive place of jurisdiction for all current and future claims arising from the business relationship, including bills of exchange and checks, is the seat of ProtoWerk4D GmbH. However, ProtoWerk4D GmbH is entitled to choose to sue before the courts responsible according to the general statutory provisions.

§ 13 Severability Clause

a) If one or more provisions of these General Terms and Conditions or the concluded contract should be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. A correspondingly invalid or unenforceable provision will be replaced by a clause that comes closest to the purpose of the invalid or unenforceable provision; the same applies in the event of a loophole.

As of July 26, 2022, ProtoWerk4D GmbH