Production Conditions

General Terms and Conditions of Production for the Production of Components

§ 1 Scope of application

The following production conditions for the production of components of ProductionToGo GmbH, Reutäckerstraße 7, 76307 Karlsbad, Germany (ProductionToGo) apply, unless otherwise expressly agreed in writing, to all services which are processed as individual production orders between ProductionToGo and the customer, in particular to the production of components. They apply equally to future business relations, even if they are not expressly agreed again. Deviating general terms and conditions of the client are not accepted, even if ProductionToGo does not explicitly contradict them. These terms and conditions for the production of components do not apply to services rendered within the scope of the fulfillment of claims for defects of the client due to deliveries of ProductionToGo.

§ 2 Conclusion of Contract

(1) The offers of ProductionToGo are subject to confirmation, unless they are expressly designated as binding in the offer text. The contract is only concluded with mutual signature or when ProductionToGo confirms the order to the client in writing (by letter post, fax or e-mail) or in particular in the case of telephone or verbal orders of the client, e.g. in urgent cases, by ProductionToGo beginning with the provision of the service.

(2) Subsidiary agreements and changes require mutual written confirmation (by letter post, fax or e-mail).

(3) The General Terms and Conditions of Sale and Delivery of ProductionToGo apply to all deliveries of produced components within the scope of service provision. According to these conditions a limitation period for claims for defects of the client of one year from delivery as well as a retention of title for all delivery items of ProductionToGo applies until the complete payment of the agreed remuneration.

(4) The delivery time begins after receipt of the order and after receipt of the initial data and specifications necessary for the order. If the non-observance of a deadline is due to reasons for which ProductionToGo is not responsible (e.g. incompleteness of data, problems with data transmission, ...), the deadline is extended accordingly. ProductionToGo is considered to have met the deadline when the components are handed over to the carrier or when data is sent electronically.

(5) If ProductionToGo cancels a delivery order on request of the client, ProductionToGo can demand 20% of the invoice value as compensation from the client without further proof.

(6) Production orders which already have the order status "In Production" cannot be cancelled anymore.

§ 3 Production of components as production single order

The production single order for a production of components includes the production of the components on the basis of the customer data according to the specifications defined in the order confirmation.

§ 4 Data protection

ProductionToGo is entitled to process, store and evaluate the client's data according to the data protection laws. The customer gives his explicit consent by making the data available.

§ 5 Remuneration

All remunerations are exclusive of the legally valid sales tax, excise, withholding, import, export taxes, customs duties, levies or similar other taxes in the respective valid amount.

(1) The remuneration for individual production orders is specified in the cost rates as amended from time to time. Travel and waiting times are considered working time. The prices quoted by ProductionToGo for the services are based on the cost factors at the time of the offer. In the event of a change in the relevant cost factors after the conclusion of the individual production order (in particular salaries and wages or changes in the price of materials), ProductionToGo reserves the right to make an appropriate adjustment to the remuneration if there are at least three months between the conclusion of the contract and the performance of the service; in this case, the prices valid at the beginning of the performance of the service are deemed to be agreed. ProductionToGo will prove the change of the relevant cost factors to the client upon request.

(2) If services are included in the price or additionally offered by ProductionToGo with costs, no travel, accommodation or catering costs of the client and the participants named by him are included. These costs are to be borne by the client.

(3) The prices for the sale of delivery items are shown separately and their delivery is determined by the General Terms and Conditions of Sale and Delivery of ProductionToGo.

§ 6 Payment

(1) Payments are to be made by the client in cash without any deductions free ProductionToGo's payment office. Unless otherwise stated in the offer or in the order confirmation of ProductionToGo or agreed upon in writing, all payments are due immediately upon receipt of the invoice.

(2) In case of default of payment by the client, default interest in the amount of 8% per year will be charged by ProductionToGo; the proof of a lower damage remains unaffected.

(3) A set-off or the exercise of a right of retention by the client is only permitted with undisputed, acknowledged or legally established claims.

§ 7 Security co-ownership, lien

(1) For the security of the claims, in favor of ProductionToGo, the delivered components remain property of ProductionToGo until full payment.

(2) The co-ownership and lien of ProductionToGo expires with complete payment of the invoice.

§ 8 Claims due to defective execution of the service

(1) ProductionToGo executes the service with the required professional competence. In case of a proven defect in the produced components due to a breach of due diligence, ProductionToGo provides a one-time free of charge subsequent delivery of the components. Further or other claims of the client due to defective execution of the production, such as warranty, do not exist.

(2) If deliveries of delivery items are made within the scope of the service provision by ProductionToGo or if a work performance or work delivery performance was explicitly agreed upon as an exception, claims for defects of the client can exclusively be raised according to § 9 of the General Terms and Conditions of Sale and Delivery of ProductionToGo. According to the more detailed provisions of these conditions, a limitation period for claims for defects of the client of one year from delivery or acceptance applies.

(3) ProductionToGo guarantees that ordered components are produced on the basis of the data provided for this purpose on the equipment defined in the order confirmation. When ordering the production of parts the customer bears the constructive responsibility for the structural design of the parts, taking into account the specific basics of the production process with the DLP technology. ProductionToGo does not give any warranty for the intended suitability or use of the produced part. If necessary, dimensional deviations between the nominal and actual condition of the parts in the state of delivery, taking into account the production-related known tolerances, are considered as defective. Dimensional deviations due to the geometric structure of the component or due to physical/chemical conditions of the material used are not covered by the warranty. This includes in particular changes that occur subsequently due to external influences (heat, moisture, etc.). Information on the physical and chemical properties of the building materials are only for the customer's own assessment and estimation of risks.

§ 9 Liability for damages

(1) ProductionToGo is liable for claims:

- as a result of culpable injury to the life, body or health

- of persons,

- from the product liability law,

- as a result of non-compliance with a guarantee

- due to fraudulent concealment of a defect or

- as a result of an intentional or grossly negligent breach of duty

without limitation in accordance with the statutory provisions.

(2) Apart from that, the liability of ProductionToGo is limited or excluded as follows:

a) In the case of a breach of essential contractual obligations caused by simple negligence, liability is limited to the typical damage foreseeable at the time of conclusion of the contract. An essential contractual obligation is an obligation which the contract intends to impose on ProductionToGo according to its content and purpose or the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the client regularly relies and may rely.

b) ProductionToGo's liability is excluded in the case of a breach of non-essential contractual obligations caused by simple negligence and in the case of other breaches of obligations caused by simple negligence.

c) In case of customer's own post-processing and further processing and or the installation of the components the warranty expires.

d) Improper use of the components is excluded from the warranty.

e) The purchaser shall allow at least three attempts to remedy the defect with a deadline of at least 30 days before the statutory rights of choice can be exercised by the customer in the event of non-performance. In the event of a rectification, the purchaser shall provide the data required for the execution anew.

(3) Contractual claims for damages of the client against ProductionToGo become statute-barred in 12 months from knowledge of the claim-forming conditions. This does not apply to the claims mentioned in paragraph 1.

(4) A change of the burden of proof to the disadvantage of the client is not connected with the above regulations of paragraphs 1 to 3.

(5) ProductionToGo assumes no liability for advice given by ProductionToGo's experts to the Client as a courtesy outside the contractually owed scope; this applies accordingly to gratuitous assistance.

§ 10 Liability for indirect damages

ProductionToGo is not liable for indirect damages as a result of a defective delivery, such as loss of production, loss of profit and additional consumption of material, unless in cases of intent or gross negligence.

§ 11 Assignment

(1) The assignment of the client's rights from the contract is not permitted without written consent of ProductionToGo. ProductionToGo reserves the right to have individual services performed by personnel of the manufacturing plants of subcontractors or other authorized partners.

(2) ProductionToGo can assign ordered components and services to third parties. With the placing of the order the customer expressly agrees to this.

§ 12 Place of jurisdiction and applicable law

(1) In the case of contracts with merchants, persons who act in the exercise of their commercial or independent professional activity when concluding the contract (entrepreneurs); as well as with legal persons under public law, Karlsruhe is agreed as the exclusive place of jurisdiction.

(2) These General Terms and Conditions of Service and all contracts concluded under them shall be governed by German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG - United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980).

§ 13 Severability clause

If any provision of these agreements is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. The contracting parties shall jointly endeavor to find a valid provision which comes as close as possible to the invalid provision in economic terms.