GF Casting Solutions Novazzano SA

General terms and conditions of GF Casting Solutions Novazzano SA for the use of Additive Manufacturing – Consumers

Subject matter of the Agreement

1       GF Casting Solutions Novazzano SA , Via Résiga 6, 6883 Novazzano (hereinafter referred to as “GF”) ? offers its customers services on the online platform under the URL www.protiq.com, which– within the technical availability – enables the web-based configuration, ordering and production of GF products (standard products with or without an option to select material) as well as products based on customer-defined content (usually 3D CAD files) (individually configured products) within the scope of additive manufacturing (hereinafter the “Additive Manufacturing Platform”).

2       These General Terms and Conditions (“GTC”) shall apply exclusively to consumers within the meaning of Section 13 BGB (German Civil Code), ie persons who enter into a legal transaction for purposes that predominantly are outside their commercial or independent trade, business or profession. For entrepreneurs pursuant to Section 14 BGB (German Civil Code) special GTCs shall apply

3       Deviating or supplementary GTCs of the customer shall not constitute any part of the Agreement even if GF does not expressly object to them.

4       GF reserves the right to use sub-contractors for the fulfilment of customer orders, in particular to the extent that this seems to be reasonable for GF to cushion order peaks. GF shall contractually commit such sub-contractors to a duty of confidentiality in accordance with section 2.2 of these GTCs.

2.     Use of Additive Manufacturing Platform; Optional Registration

1       The platform PROTIQ notifies the customer of the requirements for the files, content and materials to be used within the Additive Manufacturing Platform. If the files provided by the customer do not meet these requirements, eg because the customer wants to use incorrect file formats or incorrect templates, a configuration and production via the Additive Manufacturing Platform is not possible. If the software used on the Additive Manufacturing Platform detects a technical error in a CAD file, this error will be corrected before printing; should an automatic correction not be possible, the order will not be accepted and the customer shall be informed accordingly. However, the customer expressly acknowledges that he is responsible for the correctness of the CAD file and the auto-correction does not claim to be one hundred percent accurate. GF can also not check whether the CAD design uploaded by the customer and/or the material selected are suitable for the intended purpose of the customer. This is solely the responsibility of the customer.

2       The customer shall grant GF the non-exclusive (single) right unlimited in space to use the data, files and materials applied in connection with a print job for the purpose of configuration and production of the products requested by the customer via the Additive Manufacturing Platform as well as for any other purposes regarding the execution of the agreement. This also includes, in particular, the right to keep the files uploaded by the customer within the statutory retention periods, but in any event until the expiration of the limitation period of any claims arising from the Agreement. For the avoidance of doubt: The storage of such data for the customer or their disclosure on request is not subject matter of the Agreement and therefore not mandatory for GF towards the customer unless there are statutory information and disclosure claims. This also means that the customer himself is responsible for the regular and risk-appropriate backup of the data and content transmitted to GF (creation of own backup copies). 

3       GF undertakes to treat the uploaded CAD files of the customer as confidential, not make them accessible to third parties and protect them with the same diligence as its own confidential information against unauthorized access. GF shall use CAD files of the customer only for the purposes of the respective agreement with the customer and especially not for the manufacture of products for third party customers. Third parties within the meaning of this confidentiality obligation are not such employees, sub-contractors, consultants, performing and vicarious agents of GF (and/or their sub-contractors) who are deployed for the provision of services or other agreement processing and subject to professional secrecy or committed to confidentiality pursuant.

4       When using the Additive Manufacturing Platform and the contractual service the customer shall comply with all applicable laws and other legal provisions of Switzerland. In particular, the customer is prohibited from using files, data or content that breach legal provisions, especially those which infringe third-party property or copyrights or any other rights of third parties. The customer himself shall be responsible for the files, data and content made available by him. The auto-correction software applied by PROTIQ can – in accordance with section 2.1 – detect deficiencies in printability and consistency of the data. However, GF shall neither check the files, data and content conclusively for their correctness nor for absence of viruses nor whether it is technically possible to examine them for viruses.

3.     Indemnification

Upon first request, the customer shall indemnify GF against all intentionally or negligently caused claims by third parties against GF in connection with the contractual provision of services by GF, in particular against claims for infringement of competition law and copyright, patent infringements, design infringements and violations of other registered or unregistered third party rights, product liability as well as infringements of the protection of minors, which are asserted against GF in connection with the provision of the contractual services, in particular the manufacture and delivery of products configured by the customer. The customer shall immediately notify GF about any claims or possible claims by third parties that become known to him. GF shall be entitled to take appropriate measures itself to fend off claims by third parties or pursue its rights. The indemnification shall also include the compensation of costs that incur or have incurred to GF due to legal proceedings/defense.

4.     Conclusion of Agreement and Order

The conclusion of the Agreement on the production (if applicable) and ordering of a product shall be carried out as follows:

1       To initiate the ordering process, the customer has to Upload the desired file and make further configuration settings (eg scaling, material selection) in case of individually configured products; Select the respective material in case of standard products with material selection; and Select the desired product in case of standard products without material selection, and then place the configured/desired product in the shopping cart by clicking on the respective button on the offer page.

2       Before the order regarding the content of the shopping cart is finally sent, the entire content of the order is displayed one more time. The customer can then change his order again.

3       The customer makes a binding order to conclude a purchase contract by clicking the “Buy now” button in the shopping cart screen. GF confirms the receipt of the order by e-mail. As a matter of principle, the confirmation e-mail is not yet the acceptance of the offer of the customer. The purchase contract only comes into being with a separate declaration of acceptance by GF. Considered as such is also the debit of the selected payment method or the shipment confirmation of the goods (whichever is the first).

4       In the case of payment methods that are connected with an immediate payment by the customer (such as PayPal, sofortueberweisung.de etc.), the offer by GF already exists when placing the products on the Additive Manufacturing Platform. The customer accepts this offer to conclude a purchase contract by clicking the “Buy now” button on the shopping basket screen.

5.     Prices and Payment; Retention of Title

1       The customer shall pay the price shown within the ordering process.

2       For the payment, the payment methods and delivery options available to the customer are shown in the course of the ordering process.

3       Payments are due 14 days after receipt of invoice by the customer unless a different deadline has been expressly agreed in the service description. Cash discount is not granted.

4       The title to the products delivered shall be retained until the purchase price has been paid in full.

6.     Instruction on the Right of Revocation for Consumers

In the case of contracts against payment, the following revocation instruction shall apply to customers.

Revocation instruction

Right of revocation

You have the right to revoke this contract within 14 days without giving any reason. The revocation period of 14 days begins on the day on which you or a third party nominated by you, who is not the carrier, take/takes the goods into possession. To execute your right of revocation, you have to inform us

GF Casting Solutions Novazzano SA
Via Résiga 6
6883 Novazzano

Switzerland

Phone: +41 (0) 91 695 77 11
E-Mail: sales.pcam@georgfischer.com

of your decision to revoke this contract by means of a clear statement (eg by a letter sent by post or e-mail). You may use the enclosed sample revocation form, but this is not mandatory. To comply with the time limit, it is sufficient if the notification concerning the exercise of the right of revocation is sent before the end of the revocation period.

Consequences of revocation

If you revoke this contract, we have to immediately refund all payments we have received from you, including the delivery costs (except for the additional costs that were incurred because you chose a different type of delivery than the least expensive standard delivery offered by us) within 14 days at the latest from the day on which we received the notification of your revocation of this contract. For this refund we will use the same payment method that you used for the original transaction unless we expressly agreed to something else with you; in no case will you be charged for this refund. We may withhold a refund until we have received the returned goods or until you have shown proof that you have sent back the goods, whichever is the earliest. You must send back the goods or hand them over without undue delay and in any event no later than fourteen days from the day on which you informed us about the revocation of this contract. The deadline is met if you return the goods before the period of fourteen days has expired.

You shall bear the direct costs for returning the goods.

You shall only be liable for any potential loss of value of the goods if this loss of value can be attributed to a handling of the goods other than what is necessary to ascertain the quality, properties and functionality of the goods.

Sample revocation form

If you wish to revoke this contract, please complete this form and return it

o   to GF Casting Solutions Novazzano SA, Via Résiga 6, 6883 Novazzano, Switerland or sales.pcam@georgfischer.com

o   I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/ the supply of the following service (*)

o   Ordered on (*)/received on (*)

o   Name of consumer(s)

o   Address of consumer(s)

o   Signature of consumer(s) (only if this form is notified on paper)

o   Date

Special instructions

The right of revocation does not apply to contracts for the delivery of goods that are not prefabricated and whose production is subject to an individual selection or provision by the consumer or which are clearly tailored to the personal needs of the consumer.

END OF REVOCATION INSTRUCTIONS

7.     Returns

1.     The modalities mentioned in this section “Returns” are not a prerequisite for the effective exercise of the revocation right according to the section “Instruction on the Right of Revocation for Consumers”.

2.     Before the return, customers are asked to notify GF of the return. This way they enable GF to assign the products as quickly as possible.

3.     Customers are asked to return the goods as a postpaid package to GF and to keep the proof of delivery. Customers are asked to prevent any damage to or contamination of the goods. If possible, the goods should be returned to GF in the original packaging with all accessories. If the original packaging is no longer in the possession of the customer, another suitable packaging should be used in order to provide adequate protection against any transport damage and to avoid any claims for damages due to defective packaging.

8.     Warranty

1       As far as GF provides services free of charge, this shall be done to the exclusion of any warranty.

2       The following shall apply to paid services: In the event of subsequent performance GF shall be obliged to bear all expenses incurred for the purpose of subsequent performance, in particular costs for travel and transport, labor and material.

3       GF shall not assume any responsibility that the contractual products are suitable for specific purposes unless otherwise contractually agreed between the contractual partners

9.     Liability

1       As far as GF provides services free of charge, GF shall only be liable for intent and gross negligence in accordance with the statutory regulations

2       With regard to paid services GF shall be liable as follows:

1.     Subject to the following exceptions, GF shall not be liable, in particular not for claims of the customer for compensation for damages or reimbursement of expenses – irrespective of the legal grounds – in the case of infringement of duties resulting from the contractual obligation.

2       The above exclusion of liability pursuant to section 9.2.1 shall not apply in cases of statutory legal liability as well as:

1       for own intentional or grossly negligent breach of duty;

2       for the violation of cardinal obligations (cardinal obligations are such obligations the fulfilment of which actually enables the due and proper performance of the agreement and the observance of which the contractual partner may regularly rely on);

3       in the event of injury to body, life and health;

4       in the event of default if a fixed date of delivery and/or fixed date of performance had been agreed;

5       in the event of the assumption of a guarantee for the quality of the goods or the successful outcome of a service, or a procurement risk pursuant to section 276 BGB (German Civil Code);

6       in the event of a liability under the Product Liability Act or other statutorily mandated cases of liability.

3       In the case of a violation of cardinal obligations that is not intentional or grossly negligent, the liability shall be limited to contract-typical and foreseeable damages.

4       Insofar as GF liability is excluded or limited, this shall also apply to the management bodies, employees, representatives, vicarious agents as well as sub-contractors of GF.

5       A reversal of the burden of proof is not associated with the above provisions.

10. Term and Termination

1.     In case of a registration, an agreement on the use of the Additive Manufacturing Platform shall be concluded for an indefinite period of time. It can be terminated by either party at any time with a notice period of 7 days. In the case of an order without registration, these GTCs shall apply to the specific one-time application and ordering process.

2.     The statutory right to extraordinary termination without notice for good cause shall remain unaffected.

3.     The termination requires the text form (eg letter, fax, e-mail).

4.     After the termination, PROTIQ will delete the account of the customer. This shall not affect the storage of data in accordance with the statutory retention obligations and periods.

11. Choice of Law, Place of Jurisdiction

1.     The law of Switzerland shall be applicable to the exclusion of the CISG. If the customer is not domiciled in Switzerland, the mandatory provisions of the law which would be applicable without a choice of law shall also apply.

2.     Exclusive place of jurisdiction for any disputes arising out of or in connection with this Agreement shall be Munich, provided the customer does not have a general court of jurisdiction in Germany or in another EU member state, has moved his permanent place of residence abroad after these terms of use have become effective or his domicile or usual place of residence is not known at the time legal proceedings are instituted.

3.     Should individual provisions of this Agreement be or become invalid and/or contradict statutory regulations, this shall not affect the validity of the remaining provisions of this Agreement.

As at: April 2021

General terms and conditions of GF Casting Solutions Novazzano SA for the use of Additive Manufacturing – Consumers

1.     Subject Matter of the Agreement

1.     GF Casting Solutions Novazzano SA , Via Résiga 6, 6883 Novazzano (hereinafter referred to as “GF”) ? offers its customers services on the online platform under the URL www.protiq.com, which– within the technical availability – enables the web-based configuration, ordering and production of GF products (standard products with or without an option to select material) as well as products based on customer-defined content (usually 3D CAD files) (individually configured products) within the scope of additive manufacturing (hereinafter the “Additive Manufacturing Platform”).

2.     the offers. In the event of inconsistencies, the additional conditions shall prevail over these General Terms and Conditions.

3.     These General Terms and Conditions (“GTC”) shall apply exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), ie natural or legal persons or partnerships with legal personality who when entering into a legal transaction, act in exercise of their commercial or independent trade, business or profession. For consumers pursuant to Section 13 BGB (German Civil Code) special GTCs shall apply.

4.     Deviating or supplementary GTCs of the customer shall not constitute any part of the Agreement even if GF does not expressly object to them.

5.     GF reserves the right to use sub-contractors for the fulfilment of customer orders, in particular to the extent that this seems to be reasonable for GF to cushion order peaks. GF shall contractually commit such sub-contractors to a duty of confidentiality in accordance with section 2.2 of these GTCs.

2.     Use of the Additive Manufacturing Platform; Optional Registration

1.     the platform PROTIQ shall notify the customer about the requirements for the files, content and materials to be used within the Additive Manufacturing Platform. If the files provided by the customer do not meet these requirements, eg because the customer wants to use incorrect file formats or incorrect templates, a configuration and production via the Additive Manufacturing Platform is not possible. If the software used on the Additive Manufacturing Platform detects a technical error in a CAD file, this error will be corrected before printing; should an automatic correction not be possible, the order will not be accepted and the customer shall be informed accordingly. However, the customer expressly acknowledges that he is responsible for the correctness of the CAD file and the auto-correction does not claim to be one hundred percent accurate. GF can also not check whether the CAD design uploaded by the customer and/or the material selected are suitable for the intended purpose of the customer. This is solely the responsibility of the customer.

2.     The customer shall grant GF the non-exclusive (single) right unlimited in space to use the data, files and materials applied in connection with a print job for the purpose of configuration and production of the products requested by the customer via the Additive Manufacturing Platform as well as for any other purposes regarding the execution of the Agreement. This also includes, in particular, the right to keep the files uploaded by the customer within the statutory retention periods, but in any event until the expiration of the limitation period of any claims arising from the Agreement. For the avoidance of doubt: The storage of such data for the customer or their disclosure on request is not subject matter of the Agreement and therefore not mandatory for GF towards the customer unless there are statutory information and disclosure claims. This also means that the customer himself is responsible for the regular and risk-appropriate backup of the data and content transmitted to GF (creation of own backup copies).

3.     GF undertakes to treat the uploaded CAD files of the customer as confidential, not make them accessible to third parties and protect them with the same diligence as its own confidential information against unauthorized access. GF shall use CAD files of the customer only for the purposes of the respective agreement with the customer and especially not for the manufacture of products for third party customers. Third parties within the meaning of this confidentiality obligation are not such employees, sub-contractors, consultants, performing and vicarious agents of GF (and/or their sub-contractors) who are deployed for the provision of services or other agreement processing and subject to professional secrecy or committed to confidentiality pursuant to this section 2.3.

4.     When using the Additive Manufacturing Platform and the contractual service the customer shall comply with all applicable laws and other legal provisions of Switzerland. In particular, the customer is prohibited from using files, data or content that breach legal provisions, especially those which infringe third-party property or copyrights or any other rights of third parties. The customer himself shall be responsible for the files, data and content made available by him. The auto-correction software applied by PROTIQ can – in accordance with section 2.1 – detect deficiencies in printability and consistency of the data. However, GF shall neither check the files, data and content conclusively for their correctness nor for absence of viruses nor whether it is technically possible to examine them for viruses.

3.     Indemnification

Upon first request, the customer shall indemnify GF against all intentionally or negligently caused claims by third parties against GF in connection with the contractual provision of services by GF, in particular against claims for infringement of competition law and copyright, patent infringements, design infringements and violations of other registered or unregistered third party rights, product liability as well as infringements of the protection of minors, which are asserted against GF in connection with the provision of the contractual services, in particular the manufacture and delivery of products configured by the customer. The customer shall immediately notify GF about any claims or possible claims by third parties that become known to him. GF shall be entitled to take appropriate measures itself to fend off claims by third parties or pursue its rights. The indemnification shall also include the compensation of costs that incur or have incurred to GF due to legal proceedings/defense.

4.     Conclusion of Agreement and Order

The conclusion of the Agreement on the production (if applicable) and ordering of a product shall be carried out as follows:

1.     To initiate the order process, the customer has to

§  upload the desired file and make further configuration settings (eg scaling, material selection) in case of individually configured products;

§  select the respective material in case of standard products with material selection; and

§  select the desired product in case of standard products without material selection, and then place the configured/desired product in the shopping cart by clicking on the respective button on the offer page.

2.     Before the order regarding the content of the shopping cart is finally sent, the entire content of the order is displayed one more time. The customer can then change his order again.

3.     The customer makes a binding order to conclude a purchase contract by clicking the “Buy now” button in the shopping cart screen. GF confirms the receipt of the order by e-mail. As a matter of principle, the confirmation e-mail is not yet the acceptance of the offer of the customer. The purchase contract only comes into being with a separate declaration of acceptance by GF. Considered as such is also the debit of the selected payment method or the shipment confirmation of the goods (whichever is the first).

5.     Prices and Payment, Delivery, Retention of Title

1.     The customer shall pay the price shown within the ordering process.

2.     For the payment, the payment methods and delivery options available to the customer are shown in the course of the ordering process.

3.     Payments are due 14 days after receipt of invoice by the customer unless a different deadline has been expressly agreed in the service description. Cash discount is not granted.

4.     Delivery is made by FCA Novazzano (Incoterms ® 2010) unless otherwise expressly agreed between GF and the customer.

5.     The title to the products delivered shall be retained until the purchase price has been paid in full.

6.     Warranty

1.     As far as GF provides services free of charge, this shall be done to the exclusion of any warranty.

2.     The following shall apply to services for a charge:

1.     Claims arising from breaches of duty in the form of material and/or legal defects in the performance owed – unless otherwise expressly agreed in writing – shall be time-barred after a period of 12 months. In the event of acceptance, refusal or rejection of goods, the limitation period shall begin with the date of the notification of provision regarding the takeover of the goods, in all other cases the limitation period shall begin on the day of the transfer of risk. This shall not apply to claims for damages arising from a guarantee; the assumption of a procurement risk as defined in section 276 BGB (German Civil Code); claims for injury to life, limb or health; fraudulent, intentional or grossly negligent action by GF, or if in cases of sections 478,479 BGB (German Civil Code, recourse in the supply chain), section 438 (1) no 2 (Construction of buildings and delivery of things for buildings) and section 634a (1) no 2 BGB (German Civil Code, construction defects) or as far as a longer limitation period is otherwise legally mandatory. A reversal of the burden of proof is not associated with the above provision.

2.     In the event of subsequent performance, GF shall be obliged to bear all expenses incurred for the purpose of subsequent performance, in particular costs for travel and transport, labor and material to the extent that expenses are not increased because the contractual products were subsequently brought to a location other than the place of performance or the registered office of the customer unless the shipment corresponds to its intended or contractual use.

3.     GF shall not assume any responsibility that the contractual products are suitable for specific purposes unless otherwise contractually agreed between the contractual partners.

7.     Liability

1.     As far as GF provides services free of charge, GF shall only be liable for intent and gross negligence in accordance with the statutory regulations.

2.     With regard to paid services GF shall be liable as follows:

1.     Subject to the following exceptions, GF shall not be liable, in particular not for claims of the customer for compensation for damages or reimbursement of expenses – irrespective of the legal grounds – in the case of infringement of duties resulting from the contractual obligation.

2.     The above exclusion of liability pursuant to section 7.2.1 shall not apply in cases of statutory legal liability as well as:

3.     for own intentional or grossly negligent breach of duty;

4.     for the violation of cardinal obligations (cardinal obligations are such obligations

5.     the fulfilment of which actually enables the due and proper performance of the agreement and the observance of which the contractual partner may regularly rely on);

6.     in the event of injury to body, life and health;

7.     in the event of default if a fixed date of delivery and/or fixed date of performance had been agreed;

8.     in the event of the assumption of a guarantee for the quality of the goods or the successful outcome of a service, or a procurement risk pursuant to Section 276 BGB (German Civil Code);

9.     in the event of a liability under the Product Liability Act or other statutorily mandated cases of liability. In the case of a violation of cardinal obligations that is not intentional or grossly negligent, the liability shall be limited to contract-typical and foreseeable damages.

3.     Insofar as GFs liability is excluded or limited, this shall also apply to the management bodies, employees, representatives, vicarious agents as well as sub-contractors of GF.

4.     A reversal of the burden of proof is not associated with the above provisions.

8.     Term and Termination

1.     In case of a registration, an agreement on the use of the Additive Manufacturing Platform shall be concluded for an indefinite period of time. It can be terminated by either party at any time with a notice period of 7 days. In the case of an order without registration, these GTCs shall apply to the specific one-time application and ordering process.

2.     The statutory right to extraordinary termination without notice for good cause shall remain unaffected.

3.     The termination requires the text form (eg letter, e-mail).

4.     After the termination, PROTIQ platform will delete the account of the customer. This shall not affect the storage of data in accordance with the statutory retention obligations and periods.

9.     Choice of Law, Place of Jurisdiction

1.     The law of the Switzerland shall be applicable to the exclusion of the CISG.

2.     Exclusive place of jurisdiction for any disputes arising from this Agreement shall be Munich, Germany. However, GF reserves the right to assert its claims at any other competent court of jurisdiction.

3.     Should individual provisions of this Agreement be or become invalid and/or contradict statutory regulations, this shall not affect the validity of the remaining provisions of this Agreement.

As at: April 2021