Supplier Framework Agreement

Price4Parts GmbH
(hereinafter "Price4Parts" or "Platform")

and

the registered supplier of the platform
(hereinafter "Supplier" or "Seller")

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. Subject Matter of the Contract

This framework agreement governs the participation of suppliers on the digital platform operated by Price4Parts for the intermediation of industrial manufacturing services.

Price4Parts is not a contractual party to the contracts concluded via the platform between buyers and suppliers.

2. Registration and Supplier Profile

The supplier undertakes to:

• provide complete and correct company data
• present services truthfully
• use the platform only for commercial purposes

3. Verification of the Supplier

Price4Parts may require verification for the use of the platform.

External service providers may be used for this purpose, in particular Stripe Connect.

4. Company Information

The supplier undertakes to provide correct information regarding:

• machinery
• manufacturing processes
• certifications
• production capacities
• tolerances
• materials and specifications

The supplier is obliged to provide a complete and legally compliant imprint and to keep it up to date at all times.

The imprint must be easily accessible and visible to other users of the platform.

5. Production Responsibility

The supplier is responsible for:

• product quality
• technical specifications
• shipping & secure packaging
• delivery times
• compliance with legal regulations

5a. Invoicing

The supplier is the sole service provider vis-à-vis the buyer and undertakes to prepare all invoices independently and under their own responsibility.

Price4Parts may provide the supplier with technical functions for the creation of invoice documents. In this case, creation takes place exclusively in the name and on behalf of the supplier.

The supplier revocably authorizes Price4Parts to technically create invoice documents in the name and on behalf of the supplier and to provide them to the buyer.

Responsibility for the substantive, legal, and tax accuracy of the invoices lies exclusively with the supplier.

Price4Parts assumes no responsibility for the tax treatment of the invoices.

5b. Protection of Product Designs

The supplier undertakes to use all technical information received via the platform exclusively for the performance of the respective project.

The supplier may not manufacture any own products or produce for third parties on the basis of this information unless the express consent of the rights holder has been obtained.

5c. Project Confidentiality

All information exchanged within the framework of a project shall be considered confidential.

The supplier undertakes to:

• treat technical information confidentially
• not pass project data on to third parties
• protect business secrets and maintain confidentiality

This obligation shall also apply after termination of the project.

The supplier undertakes not to develop, produce, or supply to third parties any own products on the basis of technical drawings, CAD files, models, or other design data received via the platform unless the express consent of the rights holder has been obtained.

This applies in particular also to series productions or follow-up orders outside the platform.

5d. Environment/Disposal

The supplier is obliged to comply with all applicable environmental and waste law regulations.

This includes in particular take-back, disposal, labeling, and registration obligations.

The supplier shall indemnify Price4Parts against all claims arising from violations of such regulations.

5e. Review of Technical Data and CAD Files

The supplier is obliged to independently review provided technical data, in particular CAD files, for plausibility, completeness, and feasibility.

No review by Price4Parts takes place.

The processing and storage of technical data may take place via external systems and service providers.

The supplier agrees that such data may be processed via external technical infrastructures within the framework of the platform.

6. Use of the Platform

The supplier may use the platform only for lawful purposes.

There is no entitlement to receive specific inquiries, orders, or revenues.

Price4Parts assumes no responsibility for international supply relationships, in particular not for business transactions related to the United States of America.

6a. Rating System and Individual Limits

The supplier is classified on the platform on the basis of an internal rating system.

This classification may in particular have an influence on:

• the maximum permitted project size
• the number of projects that can be processed simultaneously
• visibility within the platform
• participation in certain inquiries or projects

The rating is carried out automatically or semi-automatically on the basis of objective criteria, in particular:

• quality of the services provided
• compliance with delivery times
• communication and reliability
• number and volume of successfully completed projects
• ratings by buyers
• complaints, disputes, or irregularities

Price4Parts is not obliged to disclose the exact calculation logic or weighting.

Limits and classifications may change at any time, in particular in the event of:

• new ratings or findings
• increased risk
• lack of cooperation in verification processes

External requirements, in particular by payment service providers (e.g. Stripe), may cause additional restrictions.

The decisive factor is always the lower limit resulting from:

• external requirements and
• the platform-internal classification.

In the event of breaches of contractual obligations or increased risk, Price4Parts is entitled to reduce limits or restrict access to functions.

There is no entitlement to specific projects, revenues, or a specific platform placement.

6b. Export Control, Dual-Use and Sanctions

The supplier undertakes to comply with all applicable export control, foreign trade, and sanctions regulations.

This includes in particular, where applicable:

• the EU Dual-Use Regulation (EU) 2021/821
• export control laws of the European Union
• national export control laws of the respective manufacturing or delivery country
• US Export Administration Regulations (EAR) as well as other US export regulations, where applicable
• international sanctions and embargo regulations.

The supplier is solely responsible for:

• the export classification of their products
• compliance with dual-use regulations
• obtaining required export authorizations
• the review of end-use purpose (End-Use)
• the review of end users (End-User)
• compliance with international sanctions and embargoes.

The supplier undertakes in particular to ensure that:

• no goods requiring authorization are exported without the required export authorization
• no prohibited technologies are transferred
• no military or other prohibited end uses are supported
• no business transactions are conducted with sanctioned persons, companies, or organizations.

The supplier further undertakes to ensure that neither they themselves nor their beneficial owners or business partners are listed on international sanctions lists.

These include in particular:

• EU Consolidated Sanctions List
• OFAC SDN List (USA)
• UN Sanctions List

The platform may not be used for business transactions with fully sanctioned countries or regions.

These include in particular, where applicable:

• Russia
• Iran
• North Korea
• Syria
• or other countries with comprehensive international trade restrictions.

Price4Parts assumes no responsibility for export classifications, export authorizations, or sanctions checks.

The supplier shall indemnify Price4Parts against all claims arising from violations of export control or sanctions regulations.

6c. Anti-Money Laundering Prevention

The supplier undertakes to ensure that payments related to projects conducted via the platform do not originate from illegal sources and are not used for money laundering or terrorist financing.

6d. Communication Between Supplier and Buyer

Communication between supplier and buyer takes place under their own responsibility.

Price4Parts provides exclusively the technical communication functions of the platform.

Price4Parts assumes no responsibility for the content, accuracy, completeness, or legal validity of the messages, technical information, offers, or other information exchanged between users.

Communication does not establish any participation or responsibility of Price4Parts in the execution of projects.

Price4Parts is entitled to view and evaluate communication content via the platform insofar as this is necessary to ensure compliance with the platform rules or to prevent misuse.

In the event of violations, Price4Parts is entitled to take measures, in particular warnings, restrictions, suspensions, or exclusion from the platform.

There is no entitlement to response times, feedback, or the establishment of communication.

The supplier undertakes to appear on the platform exclusively under a username (pseudonym).

The use of real names, company names, or other identifying information is not permitted insofar as these are suitable for enabling identification or circumvention of the platform.

The supplier may not transmit or make accessible any contact data (in particular email addresses, telephone numbers, websites, or other identifying features) within the platform.

This also applies to content in messages, offers, profiles, as well as in uploaded files (e.g. CAD files, drawings, or documents).

Use of the platform must generally take place anonymously via usernames. Disclosure of identity outside the intended system functions is not permitted.

7. Payment Processing and Payouts

(1) Payment Processing

Payment processing takes place via external payment service providers, in particular Stripe (e.g. Stripe Connect).

Payments take place directly between buyer and supplier via Stripe.

The platform operator has no access to the funds at any time and does not administer them.

Use of Stripe takes place exclusively on the basis of the contractual relationship between the respective user and Stripe.

(2) Technical Processing

The platform provides functions for:

• initiation of payments
• transmission of status notifications (e.g. shipping)
• technical triggering of releases

These functions serve exclusively the technical representation and do not establish any legal influence on payment flows.

(3) Payout Logic

Payout is carried out exclusively by Stripe.

A payout may be technically triggered by:

• confirmation of shipping or performance by the supplier
• confirmation by the buyer
• automatic release after 14 days following transmission of the shipping or performance confirmation by the supplier

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

The platform operator is not involved in the payout itself.

(4) Automatic Release

If no confirmation is provided by the buyer, an automatic release may take place.

The release period is governed by the periods provided for in the GTC and may be adjusted within these periods by the system or on a risk basis.

(5) Partial Payouts

The platform may technically enable partial payouts.

There is no entitlement to this.

(6) No Fiduciary Relationship

The platform operator does not hold any funds in custody.

A fiduciary relationship is expressly excluded.

Any holds take place exclusively within the systems of external payment providers such as Stripe.

(7) Availability and Payout

The availability of funds is governed exclusively by the conditions of external payment providers such as Stripe.

The platform operator has no influence on:

• payout dates
• holds
• reviews or suspensions

(8) Fees

Platform fees and transaction fees may apply for the use of the platform in accordance with the fee schedule.

The technical processing of payment flows may take place via external payment service providers such as Stripe.

Platform fees are owed exclusively to Price4Parts.

Fees of external payment service providers are owed to the respective payment service provider.

(9) Chargebacks and Payment Disputes

Chargebacks are handled exclusively via external payment providers such as Stripe.

The platform operator is not involved in these processes.

(10) Misuse and Protective Measures

The platform operator is entitled to:

• suspend accounts
• technically block transactions
• restrict access

This serves exclusively the protection of the platform.

8. Fees

The respective current fee schedule shall apply.

8a. Introductory Promotion / Early Supplier Program

Price4Parts may, within the framework of an introductory promotion or marketing measure, waive the monthly base fee for suppliers for a limited period of time.

During such a promotion, use of the platform for suppliers may take place without a monthly base fee.

Regardless of such a promotion, transaction fees, platform fees, or other fees in accordance with the respectively valid fee schedule shall remain applicable if projects are concluded via the platform.

Price4Parts reserves the right to change this introductory promotion at any time without stating reasons, to terminate it, or to limit it to certain supplier groups.

There is no entitlement to participate in such a promotion.

9. Non-Circumvention

Suppliers undertake not to conduct platform contacts outside the platform.

This obligation also applies to follow-up orders, series productions, framework agreements, as well as transactions via affiliated companies.

This obligation applies for 24 months after the last platform contact.

If a business relationship is based on a contact established via the platform, Price4Parts retains entitlement to platform fees in accordance with the fee schedule.

This includes in particular also the disclosure of contact data, real names, company names, or other identifying information suitable for enabling circumvention of the platform.

10. Contractual Penalty in the Event of Circumvention

In the event of a violation, a contractual penalty of up to €10,000 may be demanded.

11. Contract Term

The minimum term of the contract is 12 months.

After expiry of the minimum term, the contract shall be extended for an indefinite period.

After expiry of the minimum term, the contract may be terminated by either party with a notice period of 4 weeks to the end of a calendar quarter.

12. Amendments

Changes will be announced 14 days in advance.

13. Contractual Components

The following are also integral parts:

• GTC incl. usage guideline
• Code of Conduct (part of this contract)
• Fee schedule
• Privacy policy

The Code of Conduct is part of this contract.

In the event of contradictions between the Code of Conduct and this contract or the GTC, the GTC and this contract shall take precedence.

The respectively current versions of the stated documents shall apply (in particular GTC, fee schedule, and privacy policy), as published on the Price4Parts website.

14. Liability

Price4Parts shall be liable without limitation in cases of intent and gross negligence as well as in the event of damages resulting from injury to life, body, or health.

In cases of slight negligence, Price4Parts shall only be liable in the event of a breach of essential contractual obligations (cardinal obligations).

In this case, liability is limited to the damage typically foreseeable.

In all other respects, the limitations of liability pursuant to the General Terms and Conditions (GTC) of the platform shall apply.

To the extent provided for in the GTC, the liability of Price4Parts is limited to the sum of the platform fees paid by the respective user in the last 12 months as well as to a maximum of €10,000 per damage event.

15. Applicable Law

German law shall apply.

16. Severability Clause

Should individual provisions be invalid, the remainder shall remain valid.

Annex 1: Code of Conduct for Suppliers

All suppliers undertake to comply with the following principles.

1. Compliance with Laws

Suppliers must comply with all applicable laws, in particular:

• labor law
• environmental regulations
• export control regulations.

2. Fair Business Practices

Suppliers undertake to:

• fair business practices
• transparent communication
• correct company information.

3. Quality and Safety

Products must:

• correspond to the agreed specifications
• be manufactured safely.

4. Protection of Intellectual Property

Suppliers must respect intellectual property rights.

Technical data may only be used for the execution of the respective project.

5. Sustainability

Suppliers are encouraged to:

• use resources efficiently
• minimize environmental impacts.