Terms of Service

General Terms and Conditions of Service

§ 1 Scope of application

The following service conditions of ProductionToGo GmbH, Im Stöckmädle 21, 76307 Karlsbad, Germany (ProductionToGo) are valid for all services, which are processed as service single orders between ProductionToGo and the customer, in particular for assembly, installation, repair, fault clearance, maintenance or instruction services, as far as not expressly differently determined in writing. They are also valid for 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 service conditions do not apply to services, which are rendered in the context 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 products, spare parts, wear parts, consumables, tools as well as software within the scope of the provision of services. According to the more detailed provisions of these conditions a limitation period for claims for defects of the client of one year from delivery as well as a reservation of title for all delivery items of ProductionToGo applies until the complete payment of the agreed remuneration.

§ 3 Assembly and installation as service single order

The service single order for an assembly and installation includes the assembly and installation of a machine or component delivered assembled or disassembled for transport purposes as well as its functional test to the agreed extent. The installation and commissioning of software is also the subject of a machine installation.

§ 4 Repair and fault clearance as individual service order

Which services ProductionToGo renders within the scope of a service individual order for repair or fault clearance results regularly from the technical necessities. Thus a service single order placed by a customer includes, if not explicitly agreed otherwise:

- the performance of all work necessary to restore the proper operational readiness of the machine or component in accordance with professional judgement and the recognized rules of technology;

- the delivery of all service parts required for this purpose according to § 2 paragraph 3. as far as the service parts are covered by an exchange procedure according to § 6, the exchanged service parts become the property of ProductionToGo. The client is obliged to return these exchanged parts to ProductionToGo;

- the installation of the service parts;

- the functional test of the plant groups ordered for repair or fault clearance, but not the test of the functionality of the entire plant. Since the time required for the repair and fault clearance of a machine or component depends, among other things, on its age and state of preservation as well as on the equipment available in the client's plant, it is not possible to give binding information on the expected duration and costs.

ProductionToGo will, however, obtain the Client's consent before carrying out more extensive work or installing service parts, provided that

- a cost limit expressly set by the client would have to be exceeded;

- the expected repair expenditure would be in a conspicuous disproportion to the utility value of the equipment to be repaired.

§ 5 Other individual service orders (machine maintenance, instruction, etc.)

The individual service order includes

- in the case of machine maintenance, the performance of maintenance in accordance with the relevant ProductionToGo maintenance checklist;

- in case of an instruction or training order the instruction of the persons named by the customer in the working and function mode of the machines, components or software;

- in the case of verbal user advice (e.g. by a service employee on site or by telephone through the ProductionToGo Help Desk), the provision and transmission of available user knowledge, in the case of software, however, only for the respective current and previous version. In case of further consulting orders or other services (e.g. machine relocation, machine overhaul or similar) the scope of services and the remuneration are described in the offer of ProductionToGo or the corresponding service package of ProductionToGo.

§ 6 Delivery of service parts in the exchange procedure

(1) Participation in the exchange procedure

As far as a service part is covered by an exchange procedure of ProductionToGo, the client has to return the exchanged service part to ProductionToGo. If ProductionToGo determines after its receipt that it cannot be repaired at the manufacturer's plant with economically justifiable effort, ProductionToGo will invoice the client for the corresponding differential costs for the new part.

(2) Return of unused service parts

If the client wishes a return of purchased and unused service parts against refund of the purchase price, ProductionToGo is only willing to do so under the following conditions: If the service parts are received by ProductionToGo in their original packaging and sealed no later than 5 days domestically and 10 days internationally after delivery of the newly delivered service part, ProductionToGo will issue a credit note for the purchase price of the newly delivered service part less a lump sum compensation for return and restocking in the amount of 15% of the purchase price, maximum 500,- Euro per service part. If the service parts are received by ProductionToGo with the seal broken, but in the original ProductionToGo packaging, no later than 5 days after delivery in Germany and 10 days abroad of the newly delivered service part, ProductionToGo will issue a credit note on the purchase price of the newly delivered service part less a flat-rate compensation for return, the quality inspection necessary at ProductionToGo and re-storage in the amount of 25% of the purchase price. For consumables and software as well as in case of non-compliance with the aforementioned requirements a credit note is excluded.

(3) Acceptance of service parts orders

The helpdesk of ProductionToGo accepts orders from Monday to Friday in the time from 9.00 to 17.00 o'clock. The shipping costs for the delivery of the service parts are not included in the price. If the customer wishes a faster delivery (e.g. early delivery, express, courier, ICE), this will be charged separately.

§ 7 Remuneration

(1) All services offered and carried out by ProductionToGo within the scope of individual service orders are generally carried out against remuneration, unless ProductionToGo explicitly offers them as a free goodwill service.

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

(2) The remuneration for individual service orders as well as travel expenses to be borne by the Customer are set forth 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 service 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.

(3) As far as the remuneration is to be calculated on the basis of the cost rates, the service report to be signed off by the client is decisive for this. In this report the working time and work performance are recorded. Every 15 minutes or part thereof will be rounded up to a quarter of an hour. ProductionToGo reserves the right to adjust the cost rates for working hours and travel expenses appropriately if the operating costs change significantly. The client can ask for the respectively valid cost rates when placing the order.

(4) If trainings 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.

(5) 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.

§ 8 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.

§ 9 Security co-ownership, lien

(1) In order to secure the claims which have arisen or arise in favor of ProductionToGo through services, the client grants ProductionToGo co-ownership of the machine or component which was the subject of the service in the amount of the invoice value for the service. Until the complete fulfillment of the claim the client keeps the machine or component free of charge for ProductionToGo.

(2) In case of repairs in a factory of ProductionToGo or of another manufacturer, the Client grants ProductionToGo a lien on the provided machine or component to secure all claims arising or resulting from services, as far as these claims are not already secured according to § 9 paragraph 1. In addition, ProductionToGo has a right of retention to the surrendered machine or component until the claims have been fully satisfied.

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

§ 10 Cooperation obligations of the client, deadlines

(1) The client is obliged to ensure all structural conditions at the place of installation of the machine or component, especially with regard to the firmness and evenness of the installation ground, the footprint and height, the accessibility to the property and the electrical supply. In the case of fault reports with a subsequent

repair order, the customer shall provide an exact description of the error pattern that has occurred.

(2) In the case of installation, maintenance and repair work requiring intervention in the power supply, air lines, air-conditioning technology or water or waste water lines, the customer shall ensure compliance with the relevant protection and safety regulations, e.g. by calling in a qualified and licensed specialist for this purpose at his own expense.

(3) For the rest, the client has to provide at his own expense in time for services by ProductionToGo:

- Auxiliary personnel in the number deemed necessary by ProductionToGo;

- devices, cranes, lifting equipment and tools, operating materials and supplies necessary for installation and commissioning;

- Electricity, lighting, heating/air conditioning, water, compressed air;

- suitable, in particular dry and lockable, rooms or cabinets for the storage of tools and delivered parts.

(4) The Customer ensures that before the start of the installation of a machine or component all parts required for this are available on site and all preparatory work is completed to such an extent that the service technicians of ProductionToGo can start the installation immediately after arrival and can carry it out without interruption.

(5) The client informs ProductionToGo immediately about all occurring legal or factual changes, which affect the service single order or their execution.

(6) Deadlines which have not been expressly agreed in writing as binding are non-binding.

(7) Deadlines are met if the service is performed within the agreed period.

(8) Agreed deadlines do not begin to run or are extended - unless newly agreed - upon the occurrence of such circumstances for which ProductionToGo is not responsible and which affect the performance of the service by the duration of the respective circumstances, in particular (i) events of force majeure, natural disasters and labor disputes, affecting ProductionToGo or subcontractors (business disruptions without fault), (ii) in case of a valid amendment of the contract, if ProductionToGo does not receive the technical and commercial documents in time, or if these have been subsequently amended by the Client with ProductionToGo's consent, or (iii) in case of the Client's delay in fulfilling its obligations.

(9) If an adjustment of the contract required due to the occurrence of such circumstances is not possible despite all reasonable efforts, ProductionToGo is released from its obligation to perform.

(10) If due to the mentioned circumstances the deadlines are extended or ProductionToGo is released from its obligations, the client has no liability claims of any kind against ProductionToGo. ProductionToGo is also not liable for interruptions of operation through no fault of its own during a delay. ProductionToGo is obliged to inform the client about the occurrence of such circumstances.

§ 11 Claims due to defective execution of the service

(1) ProductionToGo executes the service with the necessary professional competence and care, taking into account the regulations of § 12 of these General Terms of Service. In the event of a proven defect in the service provided due to a breach of the duty of care, ProductionToGo will provide a one-time replacement of the service free of charge. Further or other claims of the client due to defective performance of the service, e.g. 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 be raised exclusively 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 customer of one year from delivery or acceptance applies.

§ 12 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.

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

(4) A change in the burden of proof to the disadvantage of the Client is not associated with the above provisions 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.

§ 13 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.

§ 14 Assignment

The assignment of the client's rights from the contract is not permitted without the 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.

§ 15 Place of jurisdiction and applicable law

(1) Karlsruhe is agreed as the exclusive place of jurisdiction for 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 entities under public law.

(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).

§ 16 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.