GENERAL TERMS AND CONDITIONS OF THE 3D PRINTING PORTAL

I. Scope and Contractual Partners

I.I. The following general terms and conditions (hereinafter referred to as "Terms") apply to all contracts for deliveries and services provided by ModellTechnik Rapid Prototyping GmbH (hereinafter referred to as "MODELLTECHNIK") to its contractual partners regarding the manufacture of custom-made parts from metals, polymers, or other materials (hereinafter referred to as "Products" or "Product"). These Terms are part of all contracts that MODELLTECHNIK concludes with its contractual partners for the delivery or performance of Products, even if they are not separately agreed upon again.

I.II. The contractual partners of MODELLTECHNIK are entrepreneurs within the meaning of § 14 BGB (German Civil Code).

I.III. These Terms apply to all (future) deliveries and services provided by MODELLTECHNIK to its contractual partners, exclusively in the version valid at the time of the contract conclusion. These Terms are exclusive. Deviating, conflicting, or supplementary general terms and conditions of the contractual partner only become part of the contract if MODELLTECHNIK has expressly agreed to their validity. This requirement of consent applies in every case, even if MODELLTECHNIK, being aware of the contractual partner's general terms and conditions, accepts and/or executes the order unconditionally.

I.IV. The contractual partners can reach the customer service of MODELLTECHNIK for questions, complaints, and claims via email at reklamation.qs@modelltechnik.de. MODELLTECHNIK will respond to the questions, complaints, and claims of its contractual partners no later than three (3) business days.

II. Offer and Conclusion of Contract

II.I. The contractual partner may request an offer from MODELLTECHNIK. This can be done via the online form, the online portal, a sales team member (on-site, by phone, or email), or by sending an email to portal@modelltechnik.de. The request must include drawings or 3D files of the product to be manufactured in any common file format.

II.II. Based on the request, ModellTechnik will make an offer to the contractual partner. MODELLTECHNIK is bound to this offer for seven (7) calendar days. The contractual partner is entitled to accept the offer within this period. The decisive factor for meeting the deadline is the time at which the unchanged acceptance of the contractual partner is received by MODELLTECHNIK. The manufacturing contract is concluded when the contractual partner accepts the offer and MODELLTECHNIK confirms the acceptance with an appropriate order confirmation. Only an unchanged acceptance of this offer by the contractual partner is considered such acceptance. According to § 150 para. 2 BGB, any other acceptance is considered a new request within the meaning of clause 1. MODELLTECHNIK will create a new offer based on this new request and submit it to the contractual partner.

II.III. The declaration of acceptance by the contractual partner may be made in any form, but at least in text form.

II.IV. No contract is formed if the contractual partner's request relates to the manufacture of weapons, weapon parts, or other prohibited products/materials and the contractual partner has not separately informed MODELLTECHNIK. If MODELLTECHNIK becomes aware of this during the production process, production will be stopped immediately. In this case, the contractual partner has no claim to the delivery of the product and is obligated to reimburse MODELLTECHNIK for all costs incurred.

II.V. MODELLTECHNIK is bound to the offer for seven (7) days.

II.VI. If, after a technical review within three (3) working days after receipt of the acceptance of the offer by the contractual partner, it is determined by MODELLTECHNIK that there is no suitable technical possibility for manufacturing the product with manufacturers (hereinafter referred to as "partners"), MODELLTECHNIK may withdraw from the contract without any cost reimbursement to the contractual partner.

II.VII. If, after a technical review within three (3) working days after receipt of the acceptance of the offer by the contractual partner, a need for clarification arises on the part of MODELLTECHNIK, MODELLTECHNIK reserves the right to extend the delivery period of the product for the duration of such clarification. The cooperation of the contractual partner is necessary for such clarification.

III. Contract Manufacturing

III.I. The contractual partner is aware that MODELLTECHNIK does not always carry out the manufacturing specified in the order itself but may commission other suitable manufacturers (hereinafter referred to as "cooperation partners") to carry out the manufacturing.

III.II. MODELLTECHNIK is entitled to commission several (different) cooperation partners with the manufacturing of the products of an order.

III.III. There is no need for MODELLTECHNIK to notify the contractual partner as per clause 3.2. The contractual partner expressly agrees to the manufacturing being carried out by the cooperation partner(s).

III.IV. MODELLTECHNIK and/or the cooperation partners are entitled to modify technical details of the drawings and 3D files provided by the contractual partner, as necessary for the manufacture of the desired product. This particularly applies to the modification of work steps.

III.V. This does not apply to sharing information with experts as per clause 3.2, where only the information necessary and required for processing will be communicated.

III.VI. MODELLTECHNIK will not disclose details such as company names, addresses, country, etc., of individual cooperation partners entrusted with manufacturing the products, unless separately agreed upon with the contractual partner.

IV. Prices and Shipping Costs

IV.I. The place of performance is generally the headquarters of ModellTechnik Rapid Prototyping GmbH, Ziegeleistraße 3b, 99880 Waltershausen, Germany (hereinafter referred to as "Plant").

IV.II. Prices are understood ex-works plus freight, taxes, duties, insurance premiums, and other external costs unless otherwise confirmed in the order confirmation.

IV.III. If taxes, duties, freight, insurance premiums, or other external costs increase or arise after the contract is concluded, MODELLTECHNIK is entitled to adjust the price accordingly.

IV.IV. Furthermore, MODELLTECHNIK reserves the right to increase the agreed price for quantities not yet delivered if circumstances arise due to changes in the raw material and/or economic situation that increase the manufacturing and/or procurement cost of the product by five percentage points (5%) compared to the time of price agreement. In this case, the contractual partner may cancel the affected orders within four (4) weeks of the price increase notification.

IV.V. MODELLTECHNIK is further entitled to increase the agreed price if, subsequently, a delivery deadline extension occurs due to one of the reasons mentioned in clause 4.3, the material or execution undergoes changes because the documents provided by the contractual partner did not correspond to actual conditions or were incomplete, or MODELLTECHNIK does not receive the necessary information for order fulfillment in time or if the contractual partner subsequently modifies the details in agreement with MODELLTECHNIK, causing a delay in delivery.

V. Delivery/Shipping/Transfer of Risk

V.I. For deliveries from the Federal Republic of Germany to other EU member states, the contractual partner must provide MODELLTECHNIK with their VAT identification number under which they carry out acquisition taxation within the EU before delivery. Otherwise, the contractual partner must pay MODELLTECHNIK the VAT amount owed by MODELLTECHNIK in addition to the agreed purchase price.

V.II. For the billing of deliveries from the Federal Republic of Germany to other EU member states, the VAT regulations of the respective recipient member state apply if the contractual partner is registered for VAT in another EU member state or if MODELLTECHNIK is registered for VAT in the recipient member state.

V.II.I. For the shipping of deliveries from the Federal Republic of Germany to non-EU member states, the contractual partner must provide the commodity tariff number and the intended use of the product within two (2) working days after acceptance of the offer to MODELLTECHNIK via email at logistik@modelltechnik.de.

V.II.II. For the billing of deliveries from the Federal Republic of Germany to other EU member states, the contractual partner is obligated to send the signed delivery proof documents (e.g., proof of arrival, delivery certificates, etc.) to MODELLTECHNIK via email at logistik@modelltechnik.de within three (3) working days after receipt of the goods.

V.III. Delivery dates that are not expressly agreed upon as binding are exclusively non-binding information. In the case of a binding agreement of delivery deadlines, these begin with the date of the order confirmation.

V.III.I. These delivery deadlines only apply under the condition of timely clarification of all order details and timely fulfillment of all obligations of the entrepreneur, such as providing all official certificates, issuing letters of credit, and guarantees, or making down payments.

V.III.II. The time of dispatch from the Plant or warehouse is decisive for the observance of delivery deadlines and dates. They are considered met when the products were not dispatched in time without the fault of MODELLTECHNIK.

V.III.III. Notwithstanding any delivery deadlines, MODELLTECHNIK's delivery obligation is subject to correct and timely self-supply unless the incorrect or delayed self-supply is the fault of MODELLTECHNIK.

V.IV. If transportation on the intended route or to the intended destination becomes impossible or significantly more difficult without fault on the part of MODELLTECHNIK, MODELLTECHNIK is entitled to deliver via another route.

V.V. MODELLTECHNIK is entitled to deliver to a different location or address, with any additional costs to be borne by the contractual partner. The contractual partner will be given the opportunity to provide feedback beforehand.

V.VI. In cases where MODELLTECHNIK is delayed in delivery or unable to deliver due to reasons beyond its control, and this is not due to intentional misconduct or gross negligence on the part of MODELLTECHNIK, liability for damages is excluded, except for damages arising from injury to life, body, or health.

V.VII. If delivery delays are due to force majeure or other reasons for which MODELLTECHNIK is not responsible, the delivery time shall be extended accordingly. This applies even if such events occur during an existing delay. Force majeure includes, but is not limited to, currency and trade policy measures, governmental actions, strikes, lockouts, operational disruptions not caused by MODELLTECHNIK (e.g., fire, machine failure, shortage of raw materials or energy), transportation blockages, delays in import/export clearance, and any other circumstances that significantly hinder or prevent delivery through no fault of MODELLTECHNIK. It is irrelevant whether these circumstances arise at MODELLTECHNIK, its partners, or suppliers. The contractual partner will be informed immediately. If the cause of the delay lasts longer than four (4) months after the conclusion of the contract, either party is entitled to withdraw from the contract.

V.VIII. Risk, including the risk of seizure, transfers to the contractual partner upon the handing over of the product to a freight forwarder or carrier, or at the latest, upon leaving the factory, even if delivery is free of charge or freight prepaid. MODELLTECHNIK will only insure the product upon the explicit request and at the expense of the contractual partner under a separate agreement. The costs of unloading by a freight forwarder or carrier are borne by the contractual partner.

V.IX. The product will be delivered packaged according to commercial standards. Packaging, protective, and/or transportation aids will be provided by MODELLTECHNIK based on experience and at the expense of the contractual partner.

V.X. MODELLTECHNIK is entitled to make partial deliveries to a reasonable extent. Industry-standard over- or under-deliveries of the agreed quantity are permissible.

V.XI. If no separate delivery address is provided by the contractual partner prior to delivery, the official registered office of the contractual partner will be considered the delivery address.

VI. Acceptance

VI.I. If an acceptance inspection is agreed upon, it can only take place at the factory within three (3) working days after the notification of readiness for acceptance. The personal costs of acceptance are borne by the contractual partner, and the material costs of acceptance will be invoiced separately by MODELLTECHNIK.

VI.II. If acceptance does not take place, does not occur on time, or is incomplete through no fault of MODELLTECHNIK, MODELLTECHNIK is entitled to ship the product without acceptance or to store it at the expense and risk of the contractual partner, charging the storage costs.

VII. Payment

VII.I. Payment is made by bank transfer or other methods. The costs of the payment transaction are borne by the contractual partner. Unless otherwise agreed, prepayment is required. For existing customers, MODELLTECHNIK allows payment by invoice. In this case, payment is due within ten (10) days of delivery to the contractual partner. The invoice amount must be credited to MODELLTECHNIK's account no later than the tenth (10th) day unless otherwise explicitly agreed in writing. The contractual partner will be in default ten (10) days after the due date and receipt of the invoice/payment statement.

VII.II. In the case of an agreed discount, this applies only to the invoice value, excluding freight, and requires full settlement of all due liabilities at the time of discounting.

VII.II.I. If MODELLTECHNIK becomes aware of circumstances that could reduce the creditworthiness of the contractual partner, MODELLTECHNIK is entitled to refuse outstanding deliveries or only make them against prepayment or the provision of security. MODELLTECHNIK is also entitled to demand immediate payment of all claims that are not time-barred from the ongoing business relationship with the contractual partner.

VII.II.II. In the event of exceeding the payment deadline or default, MODELLTECHNIK will charge interest at a rate of nine percentage points (9%) above the ECB's base rate unless other interest rates are agreed between MODELLTECHNIK and the contractual partner. The right to claim further damages for default remains reserved. MODELLTECHNIK's right to the commercial maturity interest according to § 353 HGB remains unaffected by the above provisions.

VII.III. The contractual partner may only assert a right of retention or offset claims if such counterclaims have been legally established by a court, are undisputed, or have been acknowledged in writing by MODELLTECHNIK.

VII.IV. MODELLTECHNIK is entitled to offset any claims the contractual partner has against MODELLTECHNIK, regardless of the legal basis. This applies even if one party agrees to cash payment and the other to payment by other means or other performance in lieu. If the claims are due at different times, MODELLTECHNIK's claims become due at the latest when the contractual partner's obligations are due, and they will be settled with the corresponding value date.

VII.V. MODELLTECHNIK may collaborate with collection agencies, attorneys, or other third parties to secure payment of its claims. Claims arising from deliveries to the contractual partner may be assigned by MODELLTECHNIK to third parties.

VIII. Retention of Title

VIII.I. The delivered product remains the property of MODELLTECHNIK until all claims, particularly balance claims arising from the business relationship, have been fulfilled ("balance retention"), including claims established unilaterally by the insolvency administrator through the right to choose. This also applies to future and conditional claims, such as those arising from acceptances, and even if payments are made on specific claims. This balance retention expires once all open claims at the time of payment are settled.

VIII.II. Before the transfer of ownership, resale, leasing, pledging, assignment as security, processing, or other disposal or modification is not permitted without the express consent of MODELLTECHNIK.

VIII.III. The processing of the retention product will be carried out for MODELLTECHNIK as the manufacturer within the meaning of § 950 BGB without obligating MODELLTECHNIK. The processed product is considered a retention product within the meaning of clause 8.1.

... If the retention product is processed, combined, or mixed with other products by the contractual partner, MODELLTECHNIK will acquire co-ownership of the new item in proportion to the invoice value of the retention product to the invoice value of the other products used. If MODELLTECHNIK's ownership expires due to combination or mixing, the contractual partner hereby transfers to MODELLTECHNIK the ownership rights to the new stock or item to the extent of the invoice value of the retention product and will store them for MODELLTECHNIK free of charge. MODELLTECHNIK's co-ownership rights are considered retention products within the meaning of clause 8.1.

VIII.III.I. The contractual partner may only resell the retention product in the ordinary course of business under its usual business conditions and only as long as it is not in default, provided that the claims from the resale, according to clauses I. 3 to 8.3.5, are transferred to MODELLTECHNIK. The contractual partner is not entitled to make any other dispositions regarding the retention product.

VIII.III.II. The claims from the resale of the retention product, along with all securities acquired by the contractual partner for the claim, are hereby assigned to MODELLTECHNIK. They serve as security to the same extent as the retention product. If the retention product is sold together with other products not sold by MODELLTECHNIK, the claim from the resale will be assigned to MODELLTECHNIK in proportion to the invoice value of the retention product to the invoice value of the other products sold. In the case of the sale of products in which MODELLTECHNIK holds co-ownership shares according to clause 8.4.1, a corresponding portion of the claim will be assigned to MODELLTECHNIK. If the retention product is used by the contractual partner to fulfill a contract, the claim from the contract will be assigned to MODELLTECHNIK in advance to the same extent. MODELLTECHNIK hereby accepts the respective assignment.

VIII.III.III. The contractual partner is authorized to collect claims from the resale. This collection authorization expires in the event of withdrawal by MODELLTECHNIK, but no later than upon default or application for the opening of insolvency proceedings. MODELLTECHNIK will only exercise the right of withdrawal if, after concluding the contract, it becomes apparent that the payment claim of MODELLTECHNIK from this or other contracts with the contractual partner is at risk due to the contractual partner's lack of performance. Upon request by MODELLTECHNIK, the contractual partner is obliged to inform its customers of the assignment to MODELLTECHNIK immediately and to provide MODELLTECHNIK with the documents necessary for collection.

VIII.III.IV. The assignment of claims from the resale is not permitted, except in the case of a genuine factoring assignment, which must be notified to MODELLTECHNIK and where the factoring proceeds exceed the value of the claim secured by MODELLTECHNIK. Upon crediting the factoring proceeds, the claim by MODELLTECHNIK becomes immediately due.

VIII.III.V. The contracting partner must immediately inform MODELLTECHNIK of any garnishment or other impairments by third parties. The contracting partner shall bear all costs necessary to lift such access or to transport back the reserved products unless they are reimbursed by third parties.

VIII.III.VI. If the contracting partner is in default of payment or fails to honor a bill of exchange when due, MODELLTECHNIK is entitled to take back the reserved product and, for this purpose, to enter the contracting partner's premises during regular business hours if necessary. The same applies if it becomes apparent after the conclusion of the contract that MODELLTECHNIK's payment claim from this or other contracts with the contracting partner is endangered due to the latter's lack of financial capacity. Provisions of the Insolvency Code remain unaffected.

VIII.III.VII. If the invoice value of the existing securities exceeds the secured claims, including ancillary claims (interest, costs, etc.), by more than 50%, MODELLTECHNIK is obliged, at the request of the contracting partner, to release securities to that extent, as chosen by MODELLTECHNIK.

IX. Quality Assurance, Certificates

IX.I. Quality assurance is carried out by MODELLTECHNIK according to the state of the art at the time of contract conclusion.

IX.II. Certificates for manufactured products will only be provided and delivered based on a separate agreement.

X. Warranty

X.I. Damages caused by improper or non-contractual actions of the contracting partner during installation, connection, operation, or storage do not establish any claims against MODELLTECHNIK.

X.II. In the case of a justified, timely complaint of defects, MODELLTECHNIK may choose to either remedy the defect or deliver a defect-free item (subsequent performance). MODELLTECHNIK is entitled to three (3) attempts at subsequent performance. Afterward, the subsequent performance is deemed to have failed. If subsequent performance fails, MODELLTECHNIK may withdraw from the contract. The contracting partner may not remedy the defect, including agreeing on the costs of such remediation, without explicit consent and consultation with MODELLTECHNIK.

X.III. Material defects in the product must be reported in writing with a technically substantiated complaint report without delay, no later than seven (7) working days after delivery. Material defects that could not be detected even with the utmost care within this period must be reported in writing immediately after discovery, at the latest before the expiration of the agreed or statutory limitation period, with immediate cessation of any further processing.

X.III.I. After the contracting partner has carried out an agreed acceptance of the product, the complaint of material defects that could have been identified during the agreed acceptance is excluded.

X.III.II. Claims for defects expire one year after receipt of the goods.

X.IV. Unless otherwise agreed, MODELLTECHNIK does not accept quality claims regarding the fit, applicability, or usability of the manufactured product or products for or in other objects (e.g., construction or assembly groups). Any quality claims will always be considered at the discretion of each product in itself.

X.V. In the event of a defect complaint, the contracting partner is obliged to cooperate with MODELLTECHNIK in remedying the defects (e.g., promptly providing technical information, preparing defective products for collection, etc.).

X.VI. Unless otherwise agreed, all complained parts must be prepared for collection by MODELLTECHNIK no later than ten (10) calendar days after the notice of a defect complaint. This also includes notifying MODELLTECHNIK of the readiness for delivery, including specifying the dimensions for collection.

XI. Liability

XI.I. MODELLTECHNIK is liable for the breach of contractual and non-contractual obligations, particularly due to impossibility, delay, fault in contract initiation, and tort – including actions of the managing employees and other vicarious agents of MODELLTECHNIK – only in cases of intent and gross negligence. If an attributable breach of duty is based on simple negligence and a material contractual obligation has been culpably violated, the liability for damages by MODELLTECHNIK is limited to the foreseeable damage typically occurring in comparable cases. Material contractual obligations are those that grant the contracting parties the rights the contract is supposed to provide based on its content and purpose, especially those obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the end customer regularly relies and may rely.

XI.II. These limitations do not apply in cases of mandatory liability, particularly under the Product Liability Act, or in the case of damages to life, body, and health.

XI.III. Except as provided in clauses XI.I and XI.II, MODELLTECHNIK's liability is otherwise excluded.

XI.IV. The aforementioned exclusions and limitations of liability also apply concerning the liability of the employees, workers, staff, representatives, and vicarious agents of MODELLTECHNIK.

XI.V. MODELLTECHNIK is not liable for any damages caused by delivery delays of the product, including any additional costs incurred by the contracting partner due to substitute manufacturing of the same product.

XII. Final Provisions

The law of the Federal Republic of Germany applies. The place of jurisdiction, as far as legally permissible, is Gotha.

XII.II. Contract Language

All communication within the framework of declarations relevant to the contract will take place in German.

XII.III. Collateral Agreements / Written Form

No verbal collateral agreements exist. Amendments to these conditions must be in writing. This also applies to the waiver of the written form requirement.

XII.IV. Invalidity of Individual Clauses

Should individual provisions of these conditions be invalid, this shall not affect the validity of the remaining provisions. In the case of an invalid provision, MODELLTECHNIK and the respective contracting partner undertake to agree on such a provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the provisions.