Trivion 3d Druck & Engineering GmbH

1. general/applicability

1.1 The General Terms and Conditions (“GTC”) shall form an integral part of all contracts for 3D printing and contracts for the associated ancillary services and training between the customer as the “Client” (hereinafter referred to as the “Client”) and Umdasch Group Ventures GmbH as the “Contractor” (hereinafter referred to as the “Contractor” or “Ventures”). The products to be manufactured by means of 3D printing are hereinafter referred to as “workpiece”.

1.2 The Contractor shall contract exclusively on the basis of these GTC. By accepting an offer from the Contractor and by submitting an offer to the Contractor, the Client expressly acknowledges the unrestricted validity of these GTC. Any terms and conditions of delivery, business and payment or any terms and conditions of a trade association that deviate from these GTC and are asserted separately and/or additionally by the Client shall not form part of this contract.

1.3 The Client is obliged to maintain confidentiality regarding the content of the contracts concluded or to be concluded between the Client and the Contractor. The same shall apply to all information made available to the Client by the Contractor. This obligation shall also apply without restriction for the period after termination of the contract or discontinuation of the contract negotiations.

1.4 Information obligation according to GDPR: In order to fulfill its contractual obligations or in the case of a legitimate interest, TMW 3d Druck & Engineering GmbH, Gewerbestraße 1167, 8962 Gröbming, Austria processes personal data such as name, company address, company telephone number and company e-mail address of the contact person. The processing takes place for the duration of the fulfillment of these contractual or legal obligations or as long as a legitimate interest exists. The data subject has data subject rights in accordance with the GDPR, in particular a right to information and deletion as well as a right of appeal to the Austrian Data Protection Authority (www.dsb.gv.at).
2 Conclusion of contract

2.1 Offers made by the Contractor are non-binding unless they are expressly designated as binding.

2.2 Orders placed by the Client require written acceptance by the Contractor. In the absence of an order confirmation, the collection and/or delivery of the workpieces shall be deemed confirmation of the contract.

2.3 All changes, deviations and additions to these terms and conditions require the express written confirmation of the contractor.

2.4 Declarations made by employees of the Contractor or other persons working for the Contractor shall only be effective if confirmed in writing by the Contractor.

2.5 The Contractor reserves the right to refuse orders whose content relates to the printing of weapons within the meaning of the Weapons Act or similar provisions or parts thereof or objects that can be used for both civilian and military purposes or whose manufacture and/or possession is illegal or whose manufacture and/or possession infringes the rights of third parties. The same applies to orders that violate legal prohibitions.
3. 3D data sets, suitability and product tests

3.1 The Contractor shall prepare the offer and, in the event of commissioning by the Client, the contract shall be executed on the basis of the 3D data sets provided by the Client. Responsibility for the design and functionality of the workpiece therefore lies solely with the Client in all cases.

3.2 After transmission of the 3D data sets for printing, the Contractor shall only check the feasibility of the print order. If this is not the case, the Contractor shall point this out and no contract shall be concluded. In cases where the print job is still possible, the Contractor shall also point this out. It shall then be the sole responsibility of the Client to decide whether the workpiece should be printed, whereby in the event that the workpiece is printed, this shall be done to the exclusion of any warranty rights.

3.3 The Client shall be solely responsible for checking the suitability of the workpiece to be produced for the purpose intended by the Client and for obtaining any necessary official approvals, as well as for carrying out product tests and obtaining approval for the markets and countries intended for distribution.

3.4 The Client guarantees that the 3D data sets submitted for printing are free of third-party rights and that the printing does not infringe any third-party rights or that the relevant permission has been granted by the rights holder and that no statutory prohibitions are infringed. Should the Contractor nevertheless be held liable for infringement of third-party rights or statutory prohibitions, the Client shall indemnify and hold the Contractor harmless.

4 Prices and terms of payment

4.1 The Contractor's prices are net prices, i.e. they do not include any taxes and are ex works, excluding packaging, transportation, insurance and customs duties.

4.2 Invoices shall be sent to the Client electronically. The invoice shall be deemed to have been received as soon as it can be retrieved or acknowledged by the Client under normal circumstances (e.g. receipt of e-mail). If the Client requests invoices in paper form, the Contractor reserves the right to charge a fee (e.g. processing fee) - insofar as this is legally permissible. If invoices are sent by e-mail, the Client shall receive them at the e-mail address provided.

4.3 Bills of exchange shall only be accepted by the Contractor on the basis of a special agreement, and always only on account of payment, subject to receipt. Payment shall only be deemed to have been effected on the day on which the Contractor can finally dispose of the amount credited to its account. All expenses and charges, in particular discount charges and bill charges, shall be borne by the Client.

4.4 In the event of default in payment, the Client shall be obliged - irrespective of fault - to pay default interest in the amount of 8 percentage points p.a. above the 3-month EURIBOR. The Client shall also be obliged to reimburse the Contractor for all costs of debt collection and legal action. Any further claims for damages on the part of the Client shall remain unaffected.

4.5 If the customer has been granted benefits such as discounts, it is agreed that these shall lapse in the event of default of payment and the contractor shall then invoice these.
5 Retention of title

5.1 All workpieces and deliveries by the Contractor shall be subject to retention of title. The delivered workpieces shall remain the property of the Contractor until the purchase price including ancillary charges has been paid in full.

5.2 The retention of title shall also extend to products resulting from the processing of the workpieces delivered by the Contractor. If the workpieces are processed, combined or mixed, the Contractor shall acquire co-ownership of the resulting products in the ratio of the value of the delivered workpieces to the newly created item.

5.3 The client is prohibited from mixing the items subject to retention of title with items of the same type procured elsewhere, contrary to point 4.1. The client shall bear the burden of proof as to which of the mixed items are items procured elsewhere and owned by the client.

5.4 The client is prohibited from assigning the workpieces delivered under retention of title to third parties as a pledge or security property or to dispose of them in any other way in favor of third parties (for example, by firmly connecting them to third-party immovable property). The resale of the goods subject to retention of title is only permitted with the express written consent of the Contractor.

5.5 The Customer hereby assigns to the Contractor all claims arising from a resale of the goods subject to the Contractor's retention of title contrary to point 4.3 or, if applicable, with the Contractor's consent, on account of payment. The Customer shall make corresponding entries in its books and open item lists and, at the Contractor's request, shall be obliged to inform the Contractor of the names and addresses of its customers as well as the existence and amount of the claims resulting from the resale and to inform its customers of the assignment of claims. Profits realized by the Customer from the resale of the goods subject to retention of title shall be forwarded to the Contractor without delay.

5.6 In the event of seizure or other claims to the reserved goods by third parties, the Customer shall be obliged to assert the Contractor's right of ownership and to notify the Contractor immediately in writing. The Customer shall reimburse the Contractor for all costs incurred by the Contractor in connection with the protection of its right of ownership. At the Contractor's request, the Customer shall provide the Contractor with all documents necessary to protect and enforce the right of ownership.

5.7 In the event of default in payment by the Customer, the goods subject to retention of title must be returned to the Contractor immediately upon request. If the Customer fails to comply with this request without delay, the Contractor shall be entitled to collect the goods subject to retention of title. The costs and risk of transportation of the goods to the Contractor shall in any case be borne by the Customer. In this case, the return or collection of the goods shall not be deemed a withdrawal from the contract. The Contractor shall be entitled to sell the recovered goods elsewhere and to offset the proceeds against its claims against the Customer. The Customer shall be notified of the intended resale and the amount of the purchase price and shall have the option of naming other customers to the Contractor within four weeks who will purchase the goods on the terms announced or on terms more favorable to the Contractor.

6 Delivery

6.1 Delivery periods and dates announced by the Contractor are approximate and always apply ex works. If the delivery date or the delivery period is exceeded by more than two weeks for reasons other than those stated in point 5.3, the Client may withdraw from the contract by registered letter after setting a grace period of at least two weeks to no avail. Partial default on the part of the Contractor shall only entitle the Client to a corresponding partial withdrawal from the contract. Further claims by the Client are excluded, unless the Contractor is guilty of intent or blatant gross negligence.

6.2 Delivery shall be deemed to have been made on time if the goods have been made available for dispatch by the Contractor at its works on the delivery date or by the end of the agreed delivery period or - if dispatch has

6.3 Force majeure or other unforeseen obstacles in the Contractor's works and those of its suppliers which prevent timely or punctual delivery and which were not caused by at least grossly negligent conduct on the part of the Contractor shall entitle the Contractor to a reasonable extension of the delivery period or postponement of the delivery date. In this case, the Client shall have no claims for performance, damages and/or withdrawal.

6.4 The Client shall be obliged to accept the items without delay, unless they exhibit significant defects. Any additional costs incurred by the Contractor due to the delay in acceptance shall be borne by the Client and shall be invoiced to the Client.

6.5 The Contractor shall not be obliged to make any further deliveries for the duration of the Client's default in the payment of invoice amounts due, default interest and/or expenses.

6.6 The Client is obliged to accept partial deliveries by the Contractor.

7 Training and education

7.1 The Contractor shall offer training courses in which technological know-how on 3D printing processes is presented and communicated. The training courses are based on abstract orders, samples and workpieces. No individual advice is given to the Client and its requirements.

7.2 The Contractor assumes no liability for the accuracy of the content of the training documents. All liability claims against the Contractor arising from the application of the knowledge acquired by the Contractor in the course of the training courses are expressly excluded. The Client and its employees shall themselves comply with all duties of care and occupational safety measures required to prevent damage to property and personal injury when using the know-how imparted in the course of training courses. Liability according to § 1300 ABGB for advice given is excluded.

8 Documents

8.1 The Client shall not be entitled to use documents provided by the Contractor (e.g. planning and/or project documents) for purposes other than those provided for in the contract. This shall also apply to documents provided in the context of training courses. The know-how contained in documents shall only be made available to the client for these purposes. The copyright and the resulting exploitation rights to the plans, sketches, models, etc. produced by the Contractor shall remain with the Contractor even after payment of the remuneration. These documents may not be passed on to third parties without the Contractor's consent.
9 Transfer of risk and shipment

9.1 The risk of loss of and damage to the goods shall pass to the Client as soon as the goods are actually made available for shipment by the Contractor. Unless shipment by the Contractor has been agreed, the Customer shall be responsible for the immediate collection of the goods.

9.2 The dispatch or transport of the goods shall in all cases be at the risk and expense of the Client, even if the transport is carried out or organized by the Contractor or if carriage paid delivery or a freight-free mode of dispatch has been agreed.

9.3 The obligation to notify the carrier of damage during transportation shall be the responsibility of the Client. Transport insurance shall only be taken out if the client expressly orders this and assumes the costs.

10 Warranty

10.1 Due to the special properties of the products, the Client is obliged to inspect the workpieces immediately for their proper condition and to notify the Contractor in writing of any defects immediately, but at the latest within 8 days of acceptance of the workpieces/services and before their processing or consumption, giving a precise description of the defects. This also applies to incorrect and other deliveries. Defects that become apparent later must also be reported within 8 days. If the Client fails to give notice of defects, the workpieces shall be deemed to have been approved. Irrespective of this, all warranty claims - otherwise excluded - must be asserted in court within six months of delivery/service provision. Recourse by the client in accordance with § 933b ABGB is excluded. Insofar as there are no mandatory statutory provisions to the contrary, the client shall also exclude this right of recourse against its customers.

10.2 If no tolerances are specified in the data provided by the Client, the tolerances achievable in terms of production technology shall be deemed agreed. A defect shall only be deemed to exist if the tolerances are not complied with when the workpiece is printed.

10.3 The notice of defects shall not release the Client from its payment obligation. A prerequisite for a warranty obligation on the part of the Contractor is that the Client has fulfilled all obligations, in particular that it has fulfilled its payment obligations and has submitted the notice of defects in a timely and specified manner.

10.4 The warranty period shall be 6 months. The Contractor shall have the right to remedy defects and/or damage at its discretion by replacement delivery or improvement within a reasonable period of time. As long as the Contractor exercises this right, the Client shall have no claim to rescission, price reduction or monetary compensation.

10.5 Further processing or treatment of the workpieces by the Customer or third parties (other than the Contractor) as well as use of the workpieces by third parties to whom the Customer has handed over the goods shall lead to the exclusion of the warranty.

10.6 If the Client refuses to accept the delivered goods contrary to its obligation or culpably violates other obligations to cooperate, the Client shall be obliged to compensate for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the workpieces shall pass to the client at the time of default of acceptance or other breach of the duty to cooperate.

10.7 The Contractor shall not waive the objection that the complaint was made late or was not sufficiently specified by negotiating complaints.

10.8 The Client is aware that prototypes manufactured for him fulfill lower requirements in terms of use than series parts manufactured for continuous use. Accordingly, only a significantly lower stress and service life is owed for prototypes.

10.9 The Contractor is generally not aware of the intended use of the work parts manufactured by it, so that the Contractor cannot assume any warranty for their suitability and service life.

10.10. The Customer shall inspect the goods handed over by the Contractor upon acceptance to check whether the manufactured goods meet the agreed or required qualities and requirements. If the Client fails to report any defects, it may no longer assert claims for warranty, damages due to the defect or error regarding the absence of defects in the goods. The obligation to give notice of defects under § 377 UGB applies.

11 Liability

11.1 The Contractor shall only be liable to the extent that gross negligence or intent can be proven by the Client; this shall not apply to personal injury. Any other liability is excluded, as is compensation for consequential damages, financial losses and damages resulting from third-party claims against the Client. To the extent permitted by mandatory law, the Contractor shall also not be liable for the loss of or damage to data. Any claims for damages must be asserted by the Client in court within 6 months of becoming aware of the damage and the damaging party, but at the latest within 2 years of delivery by the Contractor, otherwise the claims shall be time-barred.

11.2 The Contractor shall only be liable for the fault of its vicarious agents insofar as they are integrated into the Contractor's operational organization. Liability on the part of the Contractor is therefore also excluded in particular for the fault of its suppliers or carriers.

11.3 Insofar as the Product Liability Act applies, liability of the Contractor and its upstream suppliers and subcontractors for property damage suffered by an entrepreneur is excluded. However, it is noted that the work parts manufactured by the Contractor do not constitute a complete product.

11.4 The Client is obliged to transfer the limitations of liability of these Terms and Conditions in full - with the obligation to further transfer - to its customers.

11.5 If the goods are manufactured according to plans, documents or instructions of the Customer, the Customer shall be exclusively liable for the infringement of third-party property rights and shall indemnify and hold the Contractor harmless insofar as claims are asserted against the Contractor due to the infringement of such property rights.

11.6 The Contractor also provides no guarantee for the completeness and/or correctness of the information on third-party products. It is the Client's responsibility to obtain the relevant information from the respective manufacturer.

11.7 The Contractor shall not be liable for dimensional differences caused by shrinkage or stretching of the materials. Nor shall it be liable for changes to the workpiece that subsequently occur due to external influences.

12 Withdrawal

12.1 The contracting parties shall be entitled to withdraw from the contract by registered letter in the event of good cause (e.g. breach of material contractual provisions, default in payment despite a grace period of at least 14 days).

12.2 The Contractor may also withdraw from the contract if the fulfillment of the contract is even temporarily unreasonable for the Contractor.

12.3 If a contract has already been concluded for orders in accordance with point 2.5, the Contractor may withdraw from the contract if it only recognizes the illegality after conclusion of the contract.
13. return of the workpieces

13.1 The Client shall not be entitled to return the workpieces because the workpieces are manufactured or printed individually on the basis of the plans and drawings provided by the Client.

14. prohibition of offsetting

15. severability clause

Should, for whatever reason, one or more provisions of these Terms and Conditions or of a contract between the Client and the Contractor be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes closest to the intended purpose.
16 Place of performance and jurisdiction

16.1 The exclusive place of performance for all obligations arising from or in connection with contractual relationships between the Contractor and the Client shall be Gröbming.

16.2 All disputes between the Client and the Contractor, including the question of the valid conclusion of the contract and its pre- and post-contractual effects, shall be subject to the exclusive jurisdiction of the court with subject-matter jurisdiction for the Contractor's registered office. In addition, the Contractor shall also be entitled (but not obliged) to bring these disputes before another court that has jurisdiction in accordance with the statutory provisions or, alternatively, to initiate the decision of an arbitration tribunal within the meaning of Section 14.3.

16.3 If the Contractor chooses arbitration, the Rules of Arbitration of the International Arbitral Centre of the Austrian Federal Economic Chamber (Vienna Rules) shall apply to all disputes or claims arising out of or in connection with this contract, including disputes concerning its validity, breach, termination or nullity. The decision shall be made by a sole arbitrator appointed in accordance with these Rules and shall be final. The place of arbitration shall be Vienna and the language of arbitration shall be German. Austrian substantive law shall apply, to the exclusion of the Austrian IPRG and the UN Convention on Contracts for the International Sale of Goods. The contracting parties waive their right to challenge the arbitration award to the extent that such a waiver is permitted by law. The arbitrator shall send a draft of the award to the parties for their comments.
17 Applicable law and interpretation

17.1 Legal disputes between the Client and the Contractor, including the question of the valid conclusion of the contract and the pre- and post-contractual effects, shall be governed exclusively by Austrian law. The Austrian IPRG and the UN Convention on Contracts for the International Sale of Goods shall not apply.

18. waiver

18.1 To the extent possible under mandatory law, the Client and the Contractor waive the right to contest these Terms and Conditions and any contracts concluded between them and/or to request their rescission or amendment. In particular, rescission on the grounds of error or laesio enormis is excluded.