REHAU Industries SE&Co KG.

1 Scope of Application

1.1

These General Manufacturing and Delivery Terms and Conditions for Entrepreneurs ("Manufacturing and Delivery T&Cs (B2B)") shall apply to contracts between REHAU and customers ("Customers") concerning the manufacture and delivery of products by REHAU, in particular in the field of 3D printing products and additive manufacturing, via the PROTIQ platform ("Products"). These Manufacturing and Delivery T&Cs (B2B) shall apply only if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. Unless otherwise agreed, the Manufacturing and Delivery T&Cs (B2B) in force at the time of the Customer's order, or in any event the version most recently communicated to the Customer in text form, shall also apply as a framework agreement to future contracts of the same kind without REHAU being required to refer to them again in each individual case. 

1.2

These Manufacturing and Delivery T&Cs (B2B) shall apply exclusively to the manufacture and delivery of Products to Customers. Any differing, conflicting, or supplementary general terms and conditions of the Customer shall become part of the contract only if and to the extent that REHAU has expressly agreed to their applicability. This requirement for consent shall apply in all cases, including, for example, where the Customer refers to its own terms and conditions in the course of placing an order and REHAU does not expressly object thereto. 

1.3

Any individual agreements deviating from these Manufacturing and Delivery T&Cs (B2B) shall be effective only if confirmed in writing. Legally relevant declarations and notices by the Customer following conclusion of the contract (e.g., notices setting deadlines, notifications of defects, declarations of withdrawal, or price reductions) must be made in text form (e-mail being sufficient).

2 Conclusion of Contract

2.1

Ordering Products requires a user account on the PROTIQ platform, which can be created free of charge. 

2.2

The presentation of services and Products on the PROTIQ website does not constitute a binding offer by REHAU. The Customer's order of Products shall constitute a binding contractual offer that must be accepted by REHAU in order for a valid contract to be concluded. 

2.3

Customers may upload their CAD file and individually configure a Product. The desired Products may then be placed in the shopping cart. Before submitting a binding offer to purchase, Customers have the opportunity to correct any input errors by using the correction tools provided and explained during the ordering process or to cancel the order by closing the browser or browser tab.

2.4

By clicking the button "Order with obligation to pay" at the end of the ordering process, the Customer submits a binding offer to purchase the selected Products. 

2.5

After receipt of the offer by REHAU, REHAU shall send a confirmation of receipt of the order to the e-mail address provided by the Customer during the ordering process ("Order Receipt Confirmation"). Such Order Receipt Confirmation shall not constitute acceptance of the order by REHAU and shall not result in the conclusion of a contract.

2.6

REHAU shall be entitled to accept or reject the contractual offer within two (2) business days of its receipt. Acceptance of the offer by REHAU shall be effected by e-mail through the issuance of an express order confirmation ("Conclusion of Contract"). The Customer shall have no entitlement to acceptance of an order by REHAU.

3 Prices and Payment Terms

3.1

The prices shall apply to the scope of services and deliveries specified in the order confirmation. Additional services or special services shall be charged separately. All prices are stated in EUR and are exclusive of packaging, shipping costs, and the applicable statutory value-added tax (VAT).

3.2

In the case of export deliveries, in particular shipments to countries outside the European Union, the Customer shall bear any customs duties, fees, and other public charges that may be incurred. Such additional costs are not collected by REHAU but must be paid directly to the competent customs or tax authorities. Details may be obtained from the respective competent authority. 

3.3

Unless the Customer has already paid in advance, invoice amounts shall be payable within fourteen (14) days without deduction, unless otherwise agreed in writing or in text form. 

3.4

The Customer shall only be entitled to set off counterclaims against REHAU's claims or to withhold payments on the basis of such counterclaims if the counterclaims are undisputed, have been finally adjudicated, or arise from the same order under which the respective delivery was made.

4 Manufacturing, Delivery, Transfer of Risk, and Delay in Acceptance

4.1

REHAU shall manufacture the Products in accordance with the Customer's specifications, in particular those resulting from the CAD file provided by the Customer, exercising the due care of a prudent businessperson.

4.2

REHAU shall assess whether the CAD file provided by the Customer is suitable for 3D printing. If REHAU determines that the CAD file is unsuitable for manufacturing, REHAU shall promptly inform the Customer thereof. REHAU shall not be obliged to make any modifications to the CAD file itself.

4.3

REHAU shall provide the materials, tools, and other production resources necessary for manufacturing the Products. REHAU shall employ only personnel with sufficient experience and qualifications for the manufacture of the Products. REHAU shall maintain an appropriate quality control system. 

4.4

Delivery shall be made at the Customer's expense to the address specified by the Customer. The method of shipment, including the carrier, shall be determined by the Customer's selection from the shipping options offered by REHAU. Risk shall pass to the Customer upon handover of the Products to the carrier. 

4.5

Delivery periods shall be non-binding unless expressly agreed otherwise. Compliance with delivery periods is subject to the timely receipt of all documents to be provided by the Customer (in particular the CAD files required for manufacture), the performance of all cooperation obligations by the Customer, and compliance with the agreed payment terms and other obligations. If these conditions are not fulfilled in due time, the delivery periods shall be extended by a reasonable period. 

4.6

REHAU shall not be responsible for delivery delays resulting from the fact that REHAU itself has not been supplied correctly or on time by its suppliers, provided that REHAU selected the supplier with due care and placed its order sufficiently early so that timely delivery could reasonably be expected. 

4.7

If REHAU is unable to comply with a delivery period, REHAU shall promptly inform the Customer and, at the same time, communicate the expected new delivery date or period. 

4.8

If a Product cannot be delivered to the Customer and is therefore returned to REHAU, REHAU shall inform the Customer accordingly. Any costs resulting from such return shipment shall be borne by the Customer. In coordination with the Customer and at the Customer's expense, REHAU shall make a further delivery attempt. 

4.9

The Customer may assert rights arising from delayed delivery only after issuing a reminder notice and granting REHAU a reasonable grace period without success. A grace period of four (4) weeks shall be deemed reasonable. 

4.10

Partial deliveries and partial performance shall be permissible to a reasonable extent and may be invoiced separately as such.

5 Retention of Title

5.1

The Products shall remain the property of REHAU until all claims to which REHAU is currently entitled or may become entitled against the Customer in the future have been satisfied in full.

5.2

The Products subject to retention of title may neither be pledged to third parties nor transferred as security prior to full payment of the secured claims. The Customer shall notify REHAU immediately in text form (e-mail shall suffice) if and to the extent that third parties gain access to Products owned by REHAU. In the event of third-party access to Products subject to retention of title, the Customer shall inform such third party of REHAU's ownership rights.

5.3

The Customer shall be entitled to resell the Products subject to retention of title in the ordinary course of business. In such case, the Customer hereby assigns to REHAU, already at this time, all claims arising from such resale. Notwithstanding REHAU's right to collect such claims itself, the Customer shall remain authorized to collect the claims after the assignment. However, REHAU undertakes not to collect the claims as long as and to the extent that the Customer duly meets its payment obligations, no petition for the opening of insolvency proceedings or comparable proceedings has been filed, and no suspension of payments exists. 

5.4

If the realizable value of the securities exceeds REHAU's secured claims by more than ten percent (10%), REHAU shall, at the Customer's request, release securities of REHAU's choice to the corresponding extent.

6 Exclusions of Use

6.1

By placing an order, the Customer represents and warrants that the ordered Products are neither suitable nor intended for use in the aerospace industry or for the manufacture of, or use in connection with, weapons or military equipment. The Customer further represents that it does not operate in any of these industries or, if the Customer intends to resell the Products to third parties, that it has no indication that such third party intends such use or operates in any of the aforementioned industries. REHAU shall be entitled to reject corresponding orders from the Customer. If REHAU only becomes aware after accepting the order that the Customer's order does not comply with this Section 6.1, REHAU shall be entitled to withdraw from the respective contract.

6.2

If, after acceptance of the order, REHAU has legitimate doubts as to whether the order complies with the provisions of this Section 6, REHAU shall be entitled to refuse performance until the Customer provides suitable evidence demonstrating compliance with the requirements of this Section 6. 

6.3

The Customer shall ensure that the Products ordered by it are not supplied to Russia or Belarus in violation of existing embargoes imposed by the European Union.

7 Copyright and Usage Rights

7.1

All rights to images, texts, documents, designs, and other protectable works or content that the Customer provides to REHAU in connection with the offering, manufacture, and delivery of Products ("Customer Content") shall remain vested in the Customer. However, the Customer grants REHAU a non-exclusive, worldwide, perpetual, and royalty-free right to use the Customer Content to the extent necessary for the proper performance of the contract. To the extent required for proper contractual performance, REHAU shall in particular be entitled to. 

a) reproduce, modify, host, store, distribute, and disclose Customer Content to third parties; and

b) grant sub-licenses to auxiliaries, subcontractors, and other third parties involved in the performance of the services.

7.2

REHAU shall be entitled to retain Customer Content beyond the term of the contract to the extent this is required for technical, legal, or contractual reasons. In particular, PROTIQ shall be entitled to keep backup copies of Customer Content and to store such content temporarily or permanently to the extent necessary for accounting, documentation, and invoicing purposes. 

7.3

The Customer warrants that the Customer Content does not infringe any rights of third parties (for example, personal rights, rights in one's image, copyrights, trademark rights, or similar rights) and does not otherwise violate applicable law (for example, data protection regulations) and/or Section 6 of these Terms and Conditions. The Customer shall not provide REHAU with any content that violates this Section 7.3 ("Prohibited Content"). REHAU shall not be obligated to verify whether Customer Content constitutes Prohibited Content. The rights of REHAU set out in Section 6.1 sentences 2 and 3 and Section 6.2 shall apply accordingly with respect to Prohibited Content.

7.4

The Customer shall indemnify and hold harmless REHAU from and against all claims asserted by third parties against REHAU in connection with Customer Content.

7.5

REHAU shall promptly inform the Customer of any claims asserted by third parties and shall, upon request, provide the information and documentation necessary for the defense against such claims. Furthermore, REHAU shall either leave the defense to the Customer or coordinate the defense with the Customer. In particular, REHAU shall neither acknowledge nor accept as undisputed any claims asserted by third parties without prior consultation with the Customer. The provisions of this Section 7.5 shall apply accordingly to contractual penalties as well as administrative or judicial fines and penalties, to the extent that the Customer is responsible for them. 

7.6

All rights to images, texts, documents, designs, and other protectable works or content belonging to REHAU, including those disclosed by REHAU on its own websites, in connection with the offering and manufacture of Products, or otherwise in connection with the performance of the contract, shall remain vested exclusively in REHAU.

8 Warranty

8.1

The Customer's rights in the event of material defects and defects in title, including incorrect delivery, short delivery, improper assembly or installation, and defective instructions, shall be governed by the applicable statutory provisions unless otherwise provided in the following provisions. 

8.2

As a matter of principle, REHAU shall not be liable for defects of which the Customer is aware at the time of conclusion of the contract or of which the Customer is unaware due to gross negligence. Furthermore, the Customer's warranty claims require that the Customer has complied with its statutory obligations to inspect and notify defects. If a defect becomes apparent, REHAU must be notified thereof in writing without undue delay. In any event, obvious defects must be notified to REHAU in writing within seven (7) working days after delivery to the Customer, and hidden defects within the same period after their discovery. If the Customer fails to carry out the proper inspection and/or defect notification, REHAU's liability for the defect not reported, not reported in time, or not reported properly shall be excluded in accordance with the statutory provisions. In the case of a Product intended for installation, attachment, or incorporation, this shall also apply if the defect only becomes apparent after such processing due to a breach of one of these obligations. In such case, the Customer shall in particular have no claims for reimbursement of the associated costs of removal and reinstallation ("Removal and Reinstallation Costs").

8.3

REHAU shall not be liable for material defects or defects in title of the Products that are directly or indirectly attributable to CAD files, specifications, instructions, or other requirements provided by the Customer. To the extent that the Products comply with the Customer's specifications, REHAU does not warrant that the Products are suitable for the Customer's intended purposes. 

8.4

In the event of material defects in the delivered Products, REHAU shall initially be entitled and obliged, at its discretion and within a reasonable period, either to remedy the defect or to provide a replacement delivery.

8.5

The Customer shall grant REHAU the time and opportunity required for the owed supplementary performance, in particular by making the disputed Product available for inspection purposes. In the case of a replacement delivery, the Customer shall return the defective Product to REHAU upon REHAU's request; however, the Customer shall not have a claim for return acceptance. Supplementary performance shall neither include the removal, dismantling, or uninstallation of the defective Product nor the installation, attachment, or incorporation of a defect-free Product if REHAU was not originally obligated to perform such services. The Customer's claims for reimbursement of corresponding Removal and Reinstallation Costs shall remain unaffected. 

8.6

REHAU shall bear or reimburse the expenses necessary for inspection and supplementary performance, in particular transport, travel, labor, material costs, and, where applicable, Removal and Reinstallation Costs, in accordance with the statutory provisions and these Manufacturing and Delivery Terms and Conditions (B2B), provided that a defect actually exists. Otherwise, REHAU may demand reimbursement from the Customer for costs incurred as a result of an unjustified request for defect rectification if the Customer knew or should have recognized that no defect actually existed. 

8.7

Claims by the Customer for reimbursement of expenses pursuant to Sections 650(1) sentence 1 and 445a(1) of the German Civil Code (BGB) are excluded unless the final contract within the supply chain constitutes a consumer goods purchase. Claims by the Customer for damages or reimbursement of futile expenses pursuant to Section 284 BGB shall also exist in the event of Product defects only in accordance with Section 9 below.

9 Other Liability

9.1

Unless otherwise provided in these Manufacturing and Delivery Terms and Conditions (B2B), including the following provisions, REHAU shall be liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions. 

9.2

Regardless of the legal basis, REHAU shall be liable without limitation within the scope of fault-based liability for intent and gross negligence. In cases of ordinary negligence, REHAU shall be liable only:

a) for damages resulting from injury to life, body, or health; and

b) for damages resulting from the breach of a material contractual obligation (i.e., an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may reasonably rely). In such cases, however, REHAU's liability shall be limited to compensation for the foreseeable damage typically expected to occur. 

9.3

The limitations of liability set forth in Section 9.2 shall also apply in favor of third parties and in the event of breaches of duty by persons whose fault REHAU is responsible for under statutory provisions. 

9.4

The limitations of liability arising from Sections 9.2 and 9.3 shall not apply where a defect has been fraudulently concealed, where a guarantee as to the quality or characteristics of the Products has been assumed, for claims under the German Product Liability Act (Produkthaftungsgesetz), or for violations of applicable data protection laws.

10 Limitation Periods

10.1

Notwithstanding Sections 650(1) sentence 1 and 438(1) no. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects in title shall be one (1) year from delivery of the Products to the Customer. Where acceptance has been agreed, the limitation period shall commence upon acceptance. 

10.2

The above limitation periods applicable under sales law shall also apply to contractual and non-contractual claims for damages asserted by the Customer that are based on a defect in the Products, unless the application of the regular statutory limitation periods pursuant to Sections 195 and 199 BGB would result in a shorter limitation period in the individual case. Claims for damages by the Customer pursuant to Section 9.2 sentence 1 and Section 9.2(a), as well as claims under the German Product Liability Act (Produkthaftungsgesetz), shall be subject exclusively to the statutory limitation periods.

11 Governing Law and Jurisdiction

11.1

These Manufacturing and Delivery Terms and Conditions (B2B) and the contractual relationship between REHAU and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

11.2

The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Hof, Bavaria, Germany, provided that the contracting parties are merchants, or the Customer does not have a general place of jurisdiction in Germany or another Member State of the European Union, or has transferred its permanent residence abroad after this Agreement became effective, or its residence or habitual place of abode is unknown at the time legal proceedings are commenced.