Project Agreement for Manufacturing Orders

This English version is provided for convenience only. In the event of any inconsistency or conflict between the German and English versions, the German version shall prevail.

1. Contracting Parties

The project agreement is concluded between:

Buyer (Purchaser)

and

Seller (Supplier)

Price4Parts is not a contractual party to this agreement.

2. Platform Terms

In addition, the following shall apply:

• General Terms and Conditions (including Buyer provisions and usage policy)
• Supplier Framework Agreement
• Fee Schedule
• Privacy Policy

In the event of contradictions between the applicable documents, the following order of precedence shall apply:

1. Individual supplementary agreements (in particular beta or special agreements)
2. Project Agreement
3. Supplier Framework Agreement
4. General Terms and Conditions (GTC)
5. Fee Schedule
6. Privacy Policy

The respective current versions of the above-mentioned documents as published on the platform shall apply.

3. Role of the Platform

Price4Parts provides exclusively a technical platform.

Contracts for manufacturing services arise exclusively between Buyer and Seller.

Price4Parts is not a contractual party to these contracts.

Price4Parts assumes no responsibility for:

• preparation of offers
• pricing
• production
• delivery times
• contract performance
• quality of delivered products

Price4Parts assumes no responsibility for the conclusion or the economic success of the project.

4. Subject Matter of the Contract

Manufacturing or delivery in accordance with:

• project description
• technical drawings
• Seller's offer

5. Technical Data

Buyer provides technical information.

5a. Technical Data

The Buyer is solely responsible for the accuracy, completeness, and technical feasibility of the provided technical data.

The Seller is obliged to independently review this data.

Price4Parts assumes no liability whatsoever for errors in technical data or resulting damages.

Transmission and storage of technical data may take place via external systems.

Price4Parts assumes no liability for data loss or security incidents outside its own sphere of influence.

The Buyer guarantees that they hold all necessary rights to the provided technical data.

The Buyer ensures that the use, processing, or manufacturing based on this data does not infringe third-party rights.

Price4Parts assumes no liability for infringements of third-party intellectual property rights.

6. Offer and Order

The contract is concluded upon acceptance of the offer by the Buyer.

7. Prices

Prices are based on the Seller's offer.

8. Payment Terms

Payments are made via external payment service providers, in particular Stripe.

Price4Parts is not a payment service provider and does not become a contractual party within the scope of payment processing.

Price4Parts has no access to payment flows at any time and does not manage funds.

Payment processing takes place exclusively between Buyer and Seller via the respective payment service provider.

Invoicing is carried out exclusively by the supplier.

(1) Payment Processing

The technical processing of payments may take place via external payment service providers.

The respective terms of the payment service provider (e.g. Stripe) shall apply additionally.

(2) Payment Release

Payment release takes place:

• through explicit confirmation by the Buyer, or
• automatically, provided no objection is raised.

By releasing the payment, the Buyer confirms that the service has been performed in accordance with the contract.

(3) Automatic Release

If no explicit objection is raised by the Buyer within 14 days after transmission of the shipping or performance confirmation by the Seller, the service shall be deemed accepted and the payment may be released automatically.

Transmission includes in particular the provision of corresponding information or status notifications via the platform.

(4) Objections

Objections regarding the performance must be asserted by the Buyer against the Seller within the above-mentioned period.

After payment has been released, objections regarding performance may only be asserted against the Seller.

No claims exist against Price4Parts in this regard.

(5) Responsibility

Price4Parts assumes no liability for:

• payment processing via external payment service providers
• delays, holds, or failures of payments
• chargebacks or reversals
• decisions or review processes of external payment service providers

Invoicing is carried out exclusively by the supplier.

Payment processing may take place via the Price4Parts platform and its payment service providers without Price4Parts itself becoming a contractual party to the service.

9. Delivery

The Seller is responsible for manufacturing, proper and transport-safe packaging, and shipment.

9a. Acceptance

The Buyer is obliged to inspect the delivered service immediately upon receipt.

Acceptance shall be deemed to have taken place if:

• the Buyer explicitly confirms the service, or
• no material defects are reported within 14 days after transmission of the shipping or performance confirmation by the Seller.

Transmission includes in particular the provision of corresponding information or status notifications via the platform.

Minor defects do not entitle the Buyer to refuse acceptance.

Upon acceptance, the service shall be deemed to have been performed in accordance with the contract.

9b. Defects and Notice Period

The Buyer is obliged to notify the Seller of obvious defects without delay, at the latest within 14 days after delivery.

Hidden defects must be reported immediately after discovery.

If defects are not reported in time, the service shall be deemed approved.

Claims for defects exist exclusively between Buyer and Seller.

Price4Parts is not obliged to review, evaluate, or process defects.

9c. Transfer of Risk

Unless otherwise agreed between Buyer and Seller, the risk of accidental loss or deterioration of the goods passes to the Buyer upon handover to the transport company.

The Seller is obliged to package the goods securely for transport.

If a deviation (e.g. Incoterms) has been agreed, the delivery conditions agreed between Buyer and Seller shall apply.

Price4Parts is not responsible for transport, shipment, or transfer of risk.

9d. Partial Deliveries

Partial deliveries are permitted insofar as they are reasonable for the Buyer.

Each partial delivery may be accepted and invoiced separately.

Unless otherwise agreed, partial deliveries shall be deemed independent services within the meaning of this contract.

9e. Delay in Delivery

Agreed delivery dates are binding if they have been expressly designated as binding.

In the event of delay, the Buyer must grant the Seller a reasonable grace period.

Only after expiry of this period without result may the Buyer assert statutory rights.

Price4Parts assumes no liability for delivery delays.

9f. Environmental and Disposal Obligations

The Seller is responsible for compliance with all environmental and waste regulations in connection with manufacturing, packaging, delivery, and any take-back of the products.

The Seller independently fulfills any statutory take-back, labeling, or registration obligations.

The Buyer is responsible for proper disposal of the delivered products, unless a statutory take-back obligation of the Seller exists.

Price4Parts assumes no obligations in connection with disposal, take-back, or environmental regulations.

The parties shall indemnify Price4Parts against all claims arising from violations of environmental or waste regulations.

10. Warranty

Warranty is governed exclusively by the agreement between Buyer and Seller.

The Seller is responsible for:

• manufacturing in accordance with the contract
• compliance with technical specifications
• freedom from defects of the delivered products

The Buyer is obliged to properly inspect the service and notify defects within the agreed periods.

Price4Parts provides no warranty and is not responsible for:

• product quality
• material properties
• dimensional accuracy
• functionality
• delivery delays
• other performance deviations

Warranty claims exist exclusively between Buyer and Seller.

11. Liability

Price4Parts is not liable for production or delivery problems.

11a. Limitation of Liability between Buyer and Seller

To the extent permitted by law, liability between Buyer and Seller is limited to the respective order value.

Liability for indirect damages, lost profits, or production losses is excluded to the extent permitted by law.

Individual agreements between Buyer and Seller shall prevail.

12. Confidentiality

Technical data must be treated confidentially.

13. Intellectual Property

Rights remain with the respective rights holder.

14. Export Control

Seller is responsible for:

• export classification
• obtaining required export authorizations
• compliance with export control laws

Buyer is responsible for:

• correct information regarding the end user
• lawful use of the products

Price4Parts merely provides the platform and assumes no responsibility for export compliance.

In addition, the export control and sanctions provisions of the platform's General Terms and Conditions shall apply.

15. Product Liability and Manufacturer Responsibility

The Seller shall be deemed the manufacturer of the delivered products within the meaning of the applicable product liability laws.

The Seller is responsible for:

• design
• manufacturing
• quality
• safety
• conformity of the delivered products

The Buyer is responsible for proper use of the delivered products.

Price4Parts assumes no manufacturer or product liability.

16. Disputes

Disputes shall be resolved exclusively between Buyer and Seller.

17. Law

German law shall apply.

18. Severability Clause

If any provision is invalid, the remainder shall remain valid.