Leder Brinkmann

General Terms and Conditions of Manufacturing and Delivery of PROTIQ GmbH for Consumers (B2C)

1 Scope of Application

1.1 These General Terms and Conditions of Manufacturing and Delivery for Consumers ("Manufacturing and Delivery T&Cs (B2C)") apply to contracts between PROTIQ GmbH ("PROTIQ") and end customers ("Customers") for the manufacture and delivery of products by PROTIQ (in particular in the field of 3D printed products and additive manufacturing) ("Products"). These Manufacturing and Delivery T&Cs (B2C) only apply if the Customer is a Consumer. According to Section 13 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”), a Consumer is every natural person who enters into a legal transaction for purposes that predominantly are outside the Consumer’s trade, business or profession. If the Customer is a Trader (Section 14 BGB), PROTIQ’s Manufacturing and Delivery T&Cs (B2B) apply exclusively.

1.2 Legally relevant declarations and notifications by the Customer after conclusion of the contract (e.g. setting deadlines, notification of defects, declaration of rescission or abatement of price) must be made in text form (email is sufficient). This does not apply to the exercise of the statutory right of withdrawal.

1.3 The currently applicable Manufacturing and Delivery T&Cs (B2C) can be accessed by the Customer via https://www.protiq.com/en/marketplace-merchants/protiq-gmbh/ at any time and can be saved and printed there. The text of the contract is not saved by PROTIQ.

2 Conclusion of contract

2.1 Ordering Products requires the Customer to have a user account, which can be created free of charge. When choosing the type of account, consumers should select "private consumer" and not "business customers".

2.2 The descriptions of the services and products on PROTIQ's website do not constitute a binding offer from PROTIQ. The order of the Products by the Customer is considered a binding contractual offer that PROTIQ must accept in order for an effective contract to be concluded.

2.3 Customers can upload their CAD file and customise a Product. The desired Products can then be placed in the cart. Before submitting a binding offer, Customers have the option of correcting any input errors by using the correction aids provided and explained in the order process or cancelling the order by closing the browser or tab.

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

2.5 After this offer has been received by PROTIQ, PROTIQ will send a confirmation of the receipt of the order of the Products to the email address provided during the order process ("Confirmation of Receipt"). This Confirmation of Receipt does not yet constitute a binding acceptance of the order by PROTIQ and does not yet lead to the conclusion of a contract.

2.6 PROTIQ accepts the offer by sending an express order confirmation by email ("Conclusion of Contract").

2.7 The contract may be concluded in German or English.

3 Prices and terms of payment

3.1 The total price to be paid by the Customer is listed in the order process and applies to the scope of service and delivery shown there.

3.2 In the case of export deliveries, i.e. in particular shipments to a country outside the European Union, the Customer must bear any customs duties, fees and other public charges that may be incurred. These additional costs are not charged by PROTIQ, but are to be paid to the competent customs or tax authority. Details can be obtained from the relevant competent authority.

3.3 Unless the Customer has already paid in advance, invoice amounts are due immediately and must be paid within thirty (30) days of receipt of the goods.

4 Production, delivery, passing of risk, default of acceptance

4.1 PROTIQ manufactures the Products according to the Customer's specifications, in particular those resulting from the CAD file provided.

4.2 PROTIQ checks whether the CAD file provided is suitable for 3D printing. If PROTIQ determines that the CAD file is unsuitable for production, PROTIQ will inform the Customer of this immediately. PROTIQ is not obliged to make any adjustments to the CAD file itself.

4.3 Delivery is made at the Customer's expense to the address specified by the Customer. The type of shipment (in particular the transport company) is determined by the Customer's selection from the shipping options offered by PROTIQ during the ordering process.

4.4 Compliance with delivery periods requires the timely receipt of all documents to be supplied by the Customer (in particular the CAD files required for production), the provision of cooperation services and compliance with the agreed terms of payment and other obligations. If these conditions are not fulfilled in a timely manner, the delivery periods shall be extended accordingly.

4.5 If a Product cannot be delivered to the Customer and the Product is returned to PROTIQ as a result, PROTIQ will inform the Customer accordingly. Any costs arising from the return delivery shall be borne by the Customer. PROTIQ will make a new delivery attempt in consultation with the Customer and at the Customer's expense.

4.6 Delivery may be made in several instalments if this is reasonable for the Customer and the Customer has been informed of this in advance. In the event of such a partial delivery, the Customer shall only bear the shipping costs incurred for the first partial delivery.

4.7 If goods are delivered with obvious transport damage, the Customer is asked to make a complaint about such defects to the carrier and to contact PROTIQ immediately. Failure to make a complaint or contact PROTIQ has no consequences for the Customer's legal claims and their enforcement, in particular the Customer’s warranty rights. However, a report helps PROTIQ to assert its own claims against the carrier or the transport insurance company.

5 Retention of title

5.1 The Products remain the property of PROTIQ until the purchase price has been paid in full.

5.2 The Products subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Customer must notify PROTIQ immediately in text form (email is sufficient) if and insofar as third parties seize the Products that are the property of PROTIQ. If third parties access the Products subject to retention of title, the Customer shall notify the third party of PROTIQ's ownership.

6 Usage exclusions

6.1 The Customer may not use the ordered Products for use in the aerospace industry or for the manufacture of or use with weapons or armaments. PROTIQ is entitled to reject such orders from the Customer. If PROTIQ only becomes aware after accepting the order that the Customer's order does not comply with this Section 6.1, PROTIQ is entitled to rescind the respective contract.

6.2 If, after acceptance of the order, PROTIQ has reasonable doubts as to whether the order complies with this Section 6, PROTIQ is entitled to refuse performance until the Customer provides suitable evidence of compliance with the provisions of this Section 6.

7 Copyright and rights of use

7.1 All rights to images, texts, documents, designs and other protectable works or content that the Customer makes available to PROTIQ in connection with the offer, manufacture and delivery of Products ("Customer Content") remain with the Customer. However, the Customer grants PROTIQ a non-exclusive, spatially and temporally unlimited, free right to use the Customer Content to the extent necessary for the proper fulfilment of the contract. To the extent that this is necessary for the proper fulfilment of the contract, PROTIQ is entitled to do so in particular:

a) to reproduce, edit, host, store, distribute and pass on Customer Content to third parties, and

b) to grant subutilisation rights to vicarious agents and other third parties involved in the provision of services.

7.2 PROTIQ is authorised to retain Customer Content beyond the term of the contract to the extent that this is technically, legally or under this contract required. In particular, PROTIQ is authorised to keep backup copies of the Customer Content and to store them temporarily or permanently to the extent necessary for accounting, documentation and billing purposes.

7.3 The Customer shall not provide PROTIQ with any Customer Content that infringes the rights of third parties (e.g. personal rights, rights to one's own image, copyrights, trademark rights, etc.) or otherwise violates applicable law (e.g. data protection regulations) and/or Section 6 ("Impermissible Content"). PROTIQ is not obliged to review Customer Content to determine whether it is Impermissible Content. The restrictions set out in Section 6.1 sentences 2 and 3 and Section 6.2 apply accordingly to Impermissible Content.

7.4 All rights to images, texts, documents, designs and other protectable works or content of PROTIQ (including those that PROTIQ discloses to the Customer on its own websites or in connection with the offer and manufacture of Products or in connection with the other fulfilment of the contract) remain with PROTIQ.

8 Legal Warranty

8.1 The statutory provisions shall apply to the Customer's rights in the event of material defects and defects of title (“Sach- und Rechtsmängel”).

8.2 Claims of the Customer for damages or reimbursement of futile expenses (Section 284 BGB) shall exist, even in the event of defects in the Products, only in accordance with the following Section 9.

9 Other liability

9.1 PROTIQ shall be liable without limitation – regardless of the legal grounds – for intent and gross negligence. In the event of slight negligence, PROTIQ shall only be liable

c) for damages resulting from injury to life, limb or health,

d) for damages arising from the breach of an essential contractual obligation (i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies on and may rely); in this case, however, PROTIQ's liability is limited to compensation for foreseeable, typically occurring damages.

9.2 The limitations of liability arising from Section 9.1 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) for whose fault PROTIQ is responsible under the statutory provisions.

9.3 The limitations of liability arising from Section 9.1 and 9.2 shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the Products has been given, for claims under the Product Liability Act (Produkthaftungsgesetz) and in the event of data protection violations.

10 Right of Withdrawal Instructions

Consumers have a statutory right of withdrawal.

Right of Withdrawal Instructions

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period is 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last lot or piece.

To exercise your right of withdrawal, you must inform us

PROTIQ GmbH

Flachsmarktstraße 54

32825 Blomberg

Tel.: +49 5235 3-43800

Email address: service@protiq.com

of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired.

You will have to bear the direct cost of returning the goods. The cost is estimated at a maximum of approximately 5,00 EUR.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

- To PROTIQ GmbH, Flachsmarktstraße 54, 32825 Blomberg, service@protiq.com

- I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*1) /for the provision of the following service (*)

- Ordered on (*)/received on (*)

- Name of consumer(s)

- Address of consumer(s)

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

- Date

(*) Delete as appropriate.

Exclusion of the right of withdrawal

The right of withdrawal does not apply to contracts for the delivery of goods which are not prefabricated and for the manufacture of which an individual selection or determination by the Consumer is decisive or which are clearly tailored to the personal needs of the Consumer.

11 Choice of law and place of jurisdiction

11.1 These Manufacturing and Delivery T&Cs (B2C) and the contractual relationship between PROTIQ and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods, provided that the Customer has its habitual residence in Germany or has its habitual residence in a country that is not a member of the European Union. For Customers who have their habitual residence in a member state of the European Union, this only applies unless mandatory provisions of the law of the state in which the Customer has his habitual residence provide otherwise.

11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Cologne (Germany), provided that the contracting parties are merchants (Kaufleute) or the Customer has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent residence abroad after this contract comes into effect or the place of residence or habitual residence is not known at the time the action is filed.

12 Dispute resolution

The European Commission provides a platform for online dispute resolution (ODR), available at: http://ec.europa.eu/consumers/odr/. PROTIQ is not obliged or willing to participate in a dispute resolution procedure before a consumer arbitration board.

Status: August 2024

General Terms and Conditions of Manufacturing and Delivery of PROTIQ GmbH for Traders (B2B)

1 Scope of Application

1.1 These General Terms and Conditions of Manufacturing and Delivery for Traders ("Manufacturing and Delivery T&Cs (B2B)") apply to contracts between PROTIQ GmbH ("PROTIQ") and customers ("Customers") for the manufacture and delivery of products by PROTIQ (in particular in the field of 3D printed products and additive manufacturing) ("Products"). These Manufacturing and Delivery T&Cs (B2B) only apply if the Customer is a trader (“Unternehmer”) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch - “BGB”). According to Section 14 BGB, a trader is a natural or legal person or partnership with legal personality who or which, when concluding a legal transaction, acts in exercise of their trade, business or profession. If the Customer is a consumer (“Verbraucher”) (Section 13 BGB), the Manufacturing and Delivery T&Cs for Consumers (B2C) apply exclusively. Unless otherwise agreed, the Manufacturing and Delivery T&Cs (B2B) in the version valid at the time of the Customer's order or in any case in the version last communicated to the Customer in text form also apply as a framework agreement for similar future contracts, without PROTIQ having to refer to them again in each individual case.

1.2 The Manufacturing and Delivery T&Cs (B2B) apply exclusively to the manufacture and delivery of Products to Customers. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that PROTIQ has expressly agreed to their validity. This requirement of consent applies in any case, for example, even if the Customer refers to their general terms and conditions in the order and PROTIQ does not expressly object to them.

1.3 Individual agreements deviating from these Manufacturing and Delivery T&Cs (B2B) shall only be effective if they are confirmed in writing. Legally relevant declarations and notifications by the Customer after conclusion of the contract (e.g. setting deadlines, notification of defects, declaration of rescission or abatement of price) must be made in text form (email is sufficient).

1.4 The currently applicable Manufacturing and Delivery T&Cs (B2B) can be accessed by the Customer via https://www.protiq.com/en/marketplace-merchants/protiq-gmbh/ at any time and can be saved and printed there. The text of the contract is not saved by PROTIQ.

2 Conclusion of contract

2.1 The ordering of Products requires a user account of the Customer, which can be created free of charge.

2.2 The descriptions of the services and products on PROTIQ's website do not constitute a binding offer from PROTIQ. The order of the Products by the Customer is considered a binding contractual offer that PROTIQ must accept in order for an effective contract to be concluded.

2.3 Customers can upload their CAD file and customise a Product. The desired Products can then be placed in the cart. Before submitting a binding offer to purchase, Customers have the option of correcting any input errors by using the correction aids provided and explained in the order process, or cancelling the order by closing the browser or tab.

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

2.5 After this offer has been received by PROTIQ, PROTIQ will send a confirmation of the receipt of the order of the Products to the email address provided during the order process ("Confirmation of Receipt"). This Confirmation of Receipt does not yet constitute a binding acceptance of the order by PROTIQ and does not yet lead to the conclusion of a contract.

2.6 PROTIQ is entitled to accept or reject this contractual offer within two (2) working days of its receipt. PROTIQ will accept the offer by sending an express order confirmation by email ("Conclusion of Contract"). The Customer has no claim to acceptance of their order from PROTIQ.

2.7 The contract may be concluded in German or English.

3 Prices and terms of payment

3.1 The prices apply to the scope of services and deliveries listed in the order confirmation. Additional or special services will be charged separately. Prices are quoted in EUR, excluding packaging, shipping and statutory VAT.

3.2 In the case of export deliveries, i.e. in particular shipments to a country outside the European Union, the Customer must bear any customs duties, fees and other public charges that may be incurred. These additional costs are not charged by PROTIQ but are to be paid to the competent customs or tax authority. Details can be obtained from the relevant competent authority.

3.3 Unless the Customer has already paid in advance, invoice amounts must be paid within fourteen (14) days without any deductions, unless otherwise agreed in writing or in text form.

3.4 Setting off against counterclaims of the Customer or the withholding of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

4 Production, delivery, passing of risk, default of acceptance

4.1 PROTIQ manufactures the Products according to the Customer's specifications, in particular those resulting from the CAD file provided, with the care of a prudent merchant (“Sorgfalt eines ordentlichen Kaufmanns”).

4.2 PROTIQ checks whether the CAD file provided is suitable for 3D printing. If PROTIQ determines that the CAD file is unsuitable for production, PROTIQ will inform the Customer of this immediately. PROTIQ is not obliged to make any adjustments to the CAD file itself.

4.3 PROTIQ provides the necessary materials, tools and other production equipment to manufacture the Products. PROTIQ only employs personnel who are sufficiently experienced and qualified to manufacture the Products. PROTIQ maintains an appropriate quality control system.

4.4 Delivery is made at the Customer's expense to the address specified by the Customer. The type of shipment (in particular the transport company) is determined by the Customer's choice from the shipping options offered by PROTIQ. The risk passes to the Customer when the goods are handed over to the carrier.

4.5 Delivery periods are non-binding unless expressly agreed otherwise. Compliance with delivery periods is subject to the timely receipt of all documents to be supplied by the Customer (in particular the CAD files required for production), the provision of cooperation services and compliance with the agreed terms of payment and other obligations. If these conditions are not fulfilled in a timely manner, the delivery periods shall be extended accordingly.

4.6 PROTIQ is not responsible for delays in delivery caused by the fact that PROTIQ itself was not supplied on time or properly by its suppliers if PROTIQ carefully selected the supplier and ordered from the supplier in such good time that timely delivery could be expected.

4.7 If PROTIQ is unable to meet a delivery period, PROTIQ will inform the Customer of this immediately and at the same time inform the Customer of the expected new delivery period.

4.8 If a Product cannot be delivered to the Customer and the Product is returned to PROTIQ as a result, PROTIQ will inform the Customer accordingly. Any costs arising from the return delivery shall be borne by the Customer. PROTIQ will make a new delivery attempt in consultation with the Customer and at the Customer's expense.

4.9 The Customer can only assert any rights due to delayed delivery after an unsuccessful reminder with a reasonable period. Four (4) weeks shall be deemed a reasonable period.

4.10 Partial deliveries and partial performance are permissible to a reasonable extent and can be invoiced as such.

5 Retention of title

5.1 Until all claims that PROTIQ has against the Customer now or in the future are fulfilled, the Products remain the property of PROTIQ.

5.2 The Products subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Customer must notify PROTIQ immediately in text form (email is sufficient) if and insofar as third parties seize the Products that are the property of PROTIQ. In the event of access by third parties to the Products subject to retention of title, the Customer shall notify the third party of PROTIQ's ownership.

5.3 The Customer is authorised to resell the Products subject to retention of title in the ordinary course of business (“gewöhnlicher Geschäftsverkehr”). In this case, however, the Customer hereby assigns to PROTIQ all claims arising from such resale. Notwithstanding PROTIQ's authority to collect the claim itself, the Customer remains authorised to collect the claim even after the assignment. However, PROTIQ undertakes not to collect the claim as long as and to the extent that the Customer fulfils their payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.

5.4 If the realisable value of the securities exceeds PROTIQ's claims by more than 10%, PROTIQ will release securities of PROTIQ's choice at the Customer's request.

6 Usage exclusions

6.1 By submitting their order, the Customer declares that the Products ordered are not suitable and/or intended for use in the aerospace industry or for the manufacture of or use with weapons or armaments and that the Customer does not belong to any of these industries or, if the Customer intends to resell the Products to third parties, the Customer has no indication that the third party intends to use the Products in this way or belongs to one of the aforementioned industries. PROTIQ is entitled to reject such orders from the Customer. If PROTIQ only becomes aware after accepting the order that the Customer's order is not in accordance with this Section 6.1, PROTIQ is entitled to rescind the respective contract.

6.2 If, after acceptance of the order, PROTIQ has reasonable doubts as to whether the order complies with this Section 6, PROTIQ is entitled to refuse performance until the Customer provides suitable evidence of compliance with the provisions of this Section 6.

7 Copyright and rights of use

7.1 All rights to images, texts, documents, designs and other protectable works or content that the Customer makes available to PROTIQ in connection with the offer, manufacture and delivery of Products ("Customer Content") remain with the Customer. However, the Customer grants PROTIQ a non-exclusive, spatially and temporally unlimited, free right to use the Customer Content to the extent necessary for the proper fulfilment of the contract. To the extent that this is necessary for the proper fulfilment of the contract, PROTIQ is entitled to do so in particular:

a) to reproduce, edit, host, store, distribute and pass on Customer Content to third parties, and

b) to grant subutilisation rights to vicarious agents and other third parties involved in the provision of services.

7.2 PROTIQ is authorised to retain Customer Content beyond the term of the contract to the extent that this is technically, legally or under this contract required. In particular, PROTIQ is authorised to keep backup copies of the Customer Content and to store them temporarily or permanently to the extent necessary for accounting, documentation and billing purposes.

7.3 The Customer warrants that the Customer Content does not infringe any third-party rights (e.g. personal rights, rights to one's own image, copyrights, trademark rights, etc.) or otherwise violate applicable law (e.g. data protection regulations) and/or Section 6. The Customer shall not provide content that infringes this Section 7.3 ("Impermissible Content") to PROTIQ. PROTIQ is not obligated to review Customer Content to determine whether it is Impermissible Content. The obligations set out in Section 6.1 sentences 2 and 3 and Section 6.2 apply accordingly to Impermissible Content.

7.4 The Customer indemnifies PROTIQ against all third-party claims that third parties assert against PROTIQ in connection with Customer Content.

7.5 PROTIQ will inform the Customer immediately of any claims asserted by third parties and provide the information and documents required for the defence upon request. In addition, PROTIQ will either leave the defence to the Customer or hold it in consultation with the Customer. In particular, PROTIQ will neither acknowledge claims asserted by third parties nor leave such claims uncontested or undisputed without consulting the Customer. The provisions of this Section 7.5 apply accordingly to contractual penalties and official or court fines and administrative penalties if the Customer is responsible for them.

7.6 All rights to images, texts, documents, designs and other protectable works or content of PROTIQ (including those that PROTIQ discloses to the Customer on its own websites or in connection with the offer and manufacture of Products or in connection with the other fulfilment of the contract) remain with PROTIQ.

8 Legal Warranty

8.1 The Customer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper setup/installation or defective instructions) shall be governed by the statutory provisions, unless otherwise stipulated below.

8.2 PROTIQ is generally not liable for defects that the Customer is aware of or has no knowledge of due to gross negligence at the time when the contract is concluded (Sections 650 para. 1 sentence 1, 442 BGB). Furthermore, the Customer's claims for defects require that they have fulfilled their statutory inspection and notification obligations (Sections 377, 381 para. 2 of the German Commercial Code (Handelsgesetzbuch - “HGB”)). If a defect becomes apparent, PROTIQ must be notified immediately in writing. In any case, evident defects must be reported to PROTIQ in writing within seven (7) working days of delivery to the Customer and concealed defects within the same period of time from their discovery. If the Customer fails to carry out the proper inspection and/or report defects, PROTIQ's liability for the defect not reported or not reported in time or not reported properly is excluded in accordance with the statutory provisions. In the case of a Product intended for assembly, mounting or installation, this also applies if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, in particular, the Customer has no claims for reimbursement of corresponding costs ("removal and assembly costs").

8.3 PROTIQ is not liable for material defects or defects of title in the Products that are directly or indirectly attributable to the CAD files provided by the Customer or other requirements or specifications of the Customer. If the Products comply with the Customer's specifications, PROTIQ does not warrant that the products are suitable for the Customer's intended use.

8.4 In the event of material defects in the delivered Products, PROTIQ shall, at its discretion to be exercised within a reasonable period, initially be obligated and entitled to either remedy the defect by repair or deliver a replacement.

8.5 The Customer must give PROTIQ the time and opportunity required for the subsequent performance (“Nacherfüllung”) owed, in particular to hand over the (alleged) defective Product for inspection purposes. In the event of a replacement delivery, the Customer must return the defective Product to PROTIQ at PROTIQ's request; however, the Customer is not entitled to a right of return. Subsequent performance does not include the removal, dismantling or disassembly of the defective item or the assembly, mounting or installation of a defect-free item if PROTIQ was not originally obliged to perform these services; the Customer's claims for reimbursement of corresponding costs ("removal and assembly costs") remain unaffected.

8.6 PROTIQ shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, workers’ travel, work and material costs and, if applicable, removal and assembly costs, in accordance with the statutory provisions and these Manufacturing and Delivery T&Cs (B2B), if and to the extent that a defect actually exists. Otherwise, PROTIQ may demand reimbursement from the Customer for the costs arising from the unjustified request to remedy the defect if the Customer knew or could have been able to recognise that there was in fact no defect.

8.7 Claims of the Customer for reimbursement of expenses pursuant to Sections 650 para. 1 sentence 1, 445a (1) BGB are excluded, unless the last contract in the supply chain is a sale of consumer goods (Sections 478, 474 BGB). Claims by the Customer for damages or reimbursement of futile expenses (Section 284 BGB) shall, even in the event of defects in the Products, only exist in accordance with the following Section 9.

9 Other liability

9.1 Unless otherwise stipulated in these Manufacturing and Delivery T&Cs (B2B), including the following provisions, PROTIQ shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

9.2 PROTIQ shall be liable – regardless of the legal grounds – within the framework of fault-based liability, without limitation for intent and gross negligence. In the event of slight negligence, PROTIQ shall only be liable

a) for damages resulting from injury to life, limb or health,

b) for damages arising from the breach of an essential contractual obligation (i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies on and may rely); in this case, however, PROTIQ's liability is limited to compensation for foreseeable, typically occurring damages.

9.3 The limitations of liability arising from Section 9.2 also apply to third parties as well as in the event of breaches of duty by persons (including in their favour) for whose fault PROTIQ is responsible under the statutory provisions.

9.4 The limitations of liability arising from Sections 9.2 and 9.3 shall not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the Products and for claims under the Product Liability Act (Produkthaftungsgesetz) and in the event of data protection violations.

10 Statute of limitations

10.1 Notwithstanding Sections 650 para. 1 sentence 1, 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery to the Customer. If acceptance (“Abnahme”) has been agreed, the limitation period shall commence upon acceptance.

10.2 The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Customer based on a defect of the Products, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Customer pursuant to Sections 9.2 sentence 1 and sentence 2 a) as well as under the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

11 Choice of law and place of jurisdiction

11.1 These Manufacturing and Delivery T&Cs (B2B) and the contractual relationship between PROTIQ and the Customer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Cologne (Germany), provided that the contracting parties are merchants (Kaufleute) or the Customer has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent residence abroad after this contract comes into effect or the place of residence or habitual abode is not known at the time the action is filed.

Status: August 2024