General Terms and Conditions of Sale and Delivery of CNC24 GmbH

As of 01.07.2025

1. General provisions, scope of application

1.1 These General Terms and Conditions (“Terms and Conditions of Purchase“) shall apply to all deliveries, services and offers between CNC24 GmbH, Marzahner Straße 21E, 13053 Berlin , Germany, entered in the Commercial Register of the Local Court Charlottenburg (hereinafter: “CNC24“) and you (hereinafter: “Partner Company“), in particular to contracts for the manufacture and delivery of movable items by the Partner Company to CNC24 (hereinafter: “Manufacturing Contract“). The Terms and Conditions of Purchase shall form an integral part of all contracts concluded by CNC24 with partner companies for the supplies or services offered by them. They shall also apply to all future deliveries, services or offers to CNC24, even if they are not separately agreed again.

1.2 The Terms and Conditions of Purchase shall also govern the participation in and use of the platform provided by CNC24 for placing orders and concluding manufacturing contracts.

1.3 The Terms and Conditions of Purchase shall only apply if the Partner Company is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

1.4 The Terms and Conditions of Purchase shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Partner Company shall only become an integral part of the contract if and to the extent that CNC24 has expressly consented to their application in writing (e.g. e-mail, letter). This consent requirement shall apply in any case, for example even if CNC24 accepts delivery with knowledge of the Partner Company’s general terms and conditions.

2. Participation in the Partner Program

2.1 CNC24 offers its customers various services related to the manufacturing of prototypes, single parts and small series, whereby customers submit specific requests for manufacturing projects (each a “Manufacturing Project“) to CNC24. CNC24 maintains a partner manufacturing program consisting of a network of third-party manufacturers capable of performing manufacturing services for CNC24 (the “Program“). As a participant in the Program, the Partner Manufacturing Company is invited to submit offers for manufacturing contracts for specific manufacturing projects or portions thereof. Upon acceptance of an offer by CNC24, a manufacturing contract for the manufacturing project or part thereof shall be concluded, subject to a condition precedent until the conclusion of a legally effective contract between CNC24 and the respective customer for the specific manufacturing project.

2.2 To participate in the program, the Partner Company must register on the website www.CNC24.de/partner-werden under “Become a partner now.” After successful registration, CNC24 will activate a Profile Area (hereinafter: “Profile Area“) for the Partner Company for the program.

2.3 By registering for the Program, Affiliate agrees to (1) provide true, accurate, current and complete information as prompted by the Registration Form (the “Registration Data“), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

2.4 The Partner Company is responsible for all activities that take place under the Partner Company’s Profile Area. The Partner Company shall not share its Profile Area or the access data to the Profile Area with anyone. The Partner Company shall inform CNC24 immediately of any unauthorised use of its password or any other breach of security. If the Partner Company provides information that is untrue, inaccurate, not current or incomplete, or CNC24 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CNC24 shall have the right to suspend access to or terminate use of the Partner Company’s Profile Area and refuse any and all current or future use of the website and the program (or any part thereof).

3. Inquiries about Manufacturing Projects and conclusion of the Manufacturing Contract

3.1 If CNC24 receives an inquiry from a customer for a manufacturing project, CNC24 shall prepare, review and anonymize this inquiry (hereinafter: “Qualified Inquiry“). To the extent that the Partner Company is eligible to participate in the manufacturing project based on the information in the profile section and past experience, CNC24 shall inform the Partner Company about the Qualified Inquiry and invite the Partner Company to submit an offer. There shall be no entitlement to information about a Qualified Inquiry and to the submission of an offer. The decision on this and on the scope of the possible involvement of the Partner Company shall be at CNC24’s sole discretion.

3.2. The invited partner companies may submit an offer for a manufacturing contract for the manufacturing project via their Profile Area. Unless CNC24 informs otherwise, the Partner Company may only submit the offer within 48 hours of transmission of the Qualified Inquiry and invitation to submit the offer.

3.3. The Partner Company shall always state in its offer, if applicable, whether the price offered for the manufacturing project includes the type of surface treatment (as well as specified finishing) requested by the customer. The offer of the Partner Company shall also include the production period from the release of the production by CNC24.

3.4. Unless the parties agree otherwise, the Partner Company shall be bound by its offer for four weeks.

3.5. If CNC24 accepts the Partner Company’s offer, a manufacturing contract for the manufacturing project shall be concluded between CNC24 and the Partner Company. However, the conclusion of the manufacturing agreement shall be subject to the condition precedent of the conclusion of a legally effective customer agreement on the manufacturing project (sec. 2.1). CNC24 shall not be obliged to accept the Partner Company’s offer for a manufacturing contract for a manufacturing project. CNC24 shall decide whether to accept the offer or offers of the Partner Company at its own discretion.

4. Prices, Additional Costs

4.1 The price stated in the manufacturing contract is binding. All prices include statutory value added tax if this is not shown separately.

4.2. Unless otherwise agreed in writing in individual cases, the price includes all services and ancillary services of the Partner Company as well as all ancillary costs (e.g., proper packaging). Transport costs are included in this. If, according to the agreement reached, the price does not include packaging and the remuneration for the packaging – which is not merely provided on loan – is not expressly stipulated, this shall be charged at the proven cost price. Upon CNC24’s request, the Partner Company shall take back the packaging at its own expense.

5. Terms of Payment

5.1 Services provided by the Partner Company to CNC24 shall be settled by credit note by CNC24. CNC24 shall issue a credit note for this purpose; the Partner Company shall not issue a separate invoice.

5.2. Immediately after delivery to the warehouse of CNC24 or another agreed destination and initial inspection in accordance with Clause 8.4, CNC24 shall issue a credit note for the services duly delivered by the Partner Company, which CNC24 shall transmit electronically to the Partner Company.

5.3. Payments of the amount shown in the credit note for the services shown in the credit note shall be due 30 days after delivery of the order.

6. Delivery Time, Transfer of Risk, Delivery

6.1 The delivery time (delivery date or period) specified in the manufacturing contract or otherwise decisive according to these Terms and Conditions of Purchase shall be binding. Early deliveries are only permissible by agreement. The delivery dates specified in production contracts are relative fixed dates and refer to the date of arrival at CNC24’s warehouse; no reminder by CNC24 shall be required for default to occur.

6.2. CNC24 reserves the right to extend the payment term for a delayed order to sixty (60) calendar days if the contractual items (or parts thereof) are not delivered to CNC24 by the confirmed delivery date and the delay amounts to seven (7) or more calendar days. The 60-day period begins only after the goods have been received by CNC24. This extension of the payment term may be asserted in addition to other legal or contractual claims in the event of delivery delays and does not constitute a final or exclusive form of compensation. The term is deemed to be reasonably agreed within the meaning of Section 271a of the German Civil Code (BGB).

6.3. Even if shipment has been agreed, the risk shall not pass to CNC24 until the goods have been handed over to CNC24 at CNC24’s warehouse or at another agreed destination.

6.4.The Partner Company is not entitled to partial performance. Unless otherwise agreed in writing in individual cases, deliveries are always to be made in bundles. Measurement reports and material certificates are to be supplied by the Partner Company if they are part of the manufacturing contract.

6.5. The Partner Company is responsible for the careful selection of shipping cartons and packaging material. Packaging is to be selected sensibly by the Partner Company according to the content and value of the goods. All deliveries must be properly packed; the Partner Company shall take special care with parts marked “visible parts.”

6.6. Transport shall be carried out by a transport company specified by CNC24 on behalf of and at the expense of the Partner Company. The Partner Company shall be entitled to invoice CNC24 for the transport costs.

6.7. Every delivery must include a CNC24 delivery note, which must be generated via the CNC24 supplier portal. If a delivery is made without an attached CNC24 delivery note, CNC24 reserves the right to extend the payment term to sixty (60) calendar days from the date the goods are received by CNC24.

7. Term, Termination

7.1 These Terms and Conditions of Purchase are agreed for an indefinite period. Each party shall be entitled to terminate the agreement at any time with one month’s notice. After termination, the Partner Company will be removed from the program. Termination of the Terms and Conditions of Purchase shall have no effect on any production contracts not yet fulfilled.

7.2. Withdrawal from individual manufacturing contracts shall be subject to the statutory provisions. Withdrawal by CNC24 shall be possible in accordance with Section 323 of the German Civil Code (BGB), in particular if the Partner Company fails to provide the services due or fails to do so in accordance with the contract.

8. Warranty, Notices of Defects

8.1 The Partner Company shall guarantee the technical feasibility of the production project requested by CNC24 on the basis of the Qualified Inquiry, provided that the Partner Company submits an offer for this. The Partner Company shall analyze the documents submitted by CNC24 in detail for this purpose before submitting its offer in accordance with Section 3.1.

8.2.The Partner Company shall in particular be liable for ensuring that the goods have the agreed quality upon transfer of risk to CNC24. The descriptions and specifications which – in particular by designation or reference in the Qualified Inquiry – are the subject matter of the respective manufacturing contract or have been included in the manufacturing contract in the same way as these Terms and Conditions of Purchase shall in any case be deemed to be an agreement on the quality. It shall make no difference whether the descriptions and specifications originate from CNC24 or from the Partner Company.

8.3. The parties agree, irrespective of the specific characteristics of products, that the products are to be delivered clean, free of chips and burrs and washed.

8.4. CNC24 shall not be obliged to inspect incoming goods. The obligation pursuant to Section 377 of the German Commercial Code (HGB) shall be limited to an external, random inspection of the Partner Company’s deliveries for obvious defects. A notice of defect shall be deemed to have been given in due time if CNC24 notifies the Partner Company thereof without undue delay after receipt of a timely notice of defect from its customers.

8.5. CNC24 reserves the right, in cases of substantiated doubt regarding the accuracy or completeness of a material certificate provided by the supplier, to have an independent material analysis of the delivered material carried out by an external testing laboratory commissioned by CNC24. If the test reveals that the delivered material does not comply with the material specifications agreed upon in the order or with the information provided in the submitted material certificate, the supplier shall bear the costs incurred for the testing.

Furthermore, CNC24 reserves the right to assert claims for damages in the event of identified discrepancies. In cases of serious or repeated violations of material specifications or documentation obligations, CNC24 may exclude the supplier from further use of the platform.

8.6. In the event of defects, CNC24 shall be entitled to the statutory claims without limitation. CNC24 may, at its discretion, initially demand free replacement delivery or rectification of defects. Further rights shall remain unaffected. The warranty period shall be 36 months.

8.7. Upon receipt of a written notice of defect by the Partner Company, the limitation period for warranty claims shall be suspended until the supplier rejects CNC24’s claims or declares the defect eliminated or otherwise refuses to continue negotiations on the claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and rectified parts shall start again unless CNC24 had to assume from the conduct of the Partner Company that the latter did not consider itself obliged to take the measure but only made the replacement delivery or rectified the defect as a gesture of goodwill or for similar reasons.

8.8. The Partner Company shall be entitled to collect products subject to complaint from CNC24 at its own expense within 30 days of the notification of defect.

8.9. In the event of a complaint, CNC24 reserves the right to extend the payment term for the order in question to sixty (60) calendar days. This applies in particular if the defect is discovered before payment is received and clarification, rectification, or replacement delivery is pending. The 60-day period shall only commence after CNC24 has successfully received the goods. The extension of the payment term shall be independent of any further legal or contractual claims and shall not constitute a final settlement of the rights arising from defects. The period shall be deemed reasonable within the meaning of Section 271a of the German Civil Code (BGB).

9. Liability, Indemnification

9.1 Claims of the Partner Business for damages are excluded. Excluded from this are claims for damages by the Partner Company arising from injury to life, limb or health or from the breach of material contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by CNC24, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract. Claims under the ProdHaftG shall remain unaffected by Clause 9.1.

9.2. In the event of a breach of a condition which goes to the root of the contract, CNC24 shall be liable only for the foreseeable damage which is intrinsic to the contract and which was caused by simple negligence, unless the customer’s claim for damages arises from injury to life, body or health.

9.3. The Partner Company shall indemnify CNC24 within the scope of product and manufacturer’s liability for all claims asserted on account of personal injury or property damage attributable to a defective product or part supplied by the Partner Company under a manufacturing contract. Insofar as CNC24 is obliged to carry out a recall campaign vis-à-vis third parties due to a defect in a product supplied by the Partner Company, the Partner Company shall bear all costs associated with the recall campaign.

9.4. The Partner Company shall be obliged to maintain product liability insurance at its own expense which, unless otherwise agreed in individual cases, need not cover the recall risk or punitive or similar damages. The supplier shall send CNC24 a copy of the liability policy at any time upon request.

10. Force Majeure

10.1. Force majeure shall be deemed to exist if an external event occurs which is not attributable to the sphere of risk or control of the parties, is unforeseeable and cannot be averted even by exercising the utmost diligence and as a result of which one party is prevented in whole or in part from rendering the performance owed by that party.

10.2. In the event of force majeure as defined in para. 10.1, the mutual obligations shall be suspended for the duration of the force majeure, provided that the hindered party has immediately informed the other party of the occurrence of the force majeure.

10.3. If the effect of force majeure lasts longer than three months, the not affected party shall be entitled to withdraw from the production contract specifically affected.

11. Right of Retention

The Partner Company shall not be entitled to assert rights of retention and/or rights to refuse performance vis-à-vis CNC24 unless the underlying claims have been acknowledged, are undisputed or have been finally determined by a court of law.

12. Intellectual Property Rightsns

12.1 Each Party shall remain the owner of all its industrial property rights, copyrights and other intellectual property rights (hereinafter “Intellectual Property Rights“). All Intellectual Property Rights in drawings, other technical documents and records or materials, information and data (hereinafter “Materials“), in the platform and in the designations, logos and names of CNC24, which may have been transmitted or otherwise communicated to the partner, shall be the sole property of CNC24 and shall remain the sole property of the parties in their relationship with each other.

12.2. The Partner Company shall not be granted a license to use the Materials except as expressly provided for in these Terms and Conditions of Purchase. The Partner Company shall be obliged to use Materials to which any industrial property rights of CNC24 or third parties may exist and/or which are transmitted by CNC24 in the course of initiating or performing the contract exclusively for the agreed purpose of the manufacturing contract. The Partner Company may not make them available to third parties or reproduce, disseminate, reproduce or otherwise use them itself or through third parties without the express consent of CNC24. At the request of CNC24 and without being asked to do so, it shall return the Materials in full to CNC24 or (in the case of digital documents or copies) delete them if they are no longer required by the Partner Company to fulfill the purpose of the contract or if negotiations do not lead to the conclusion of a contract.

12.3. The Partner Company warrants that it holds all industrial property rights and other rights required for the performance of the contractual deliveries and services, in particular for the performance of the manufacturing contract, that the deliveries and services provided by it and the results of the manufacturing contract do not infringe any industrial property rights and other rights of third parties, that they are free from third party rights and that CNC24 may freely dispose of them. He shall indemnify CNC24, its bodies, directors, employees and customers against any claims and demands of third parties due to a breach of this warranty, including reasonable costs of legal representation.

13. Confidentiality

12.1 Unless otherwise agreed in the contract, the Partner Company undertakes to keep confidential all information transmitted or presented (orally or in writing) in any manner whatsoever concerning the business, affairs, activities, customers, processes, budgets, pricing procedures, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of CNC24, personnel and suppliers of CNC24, as well as all information derived from such information and all other information clearly designated by CNC24 as confidential (irrespective of whether it is marked as “confidential”) or information which may reasonably be regarded as confidential (“Confidential Information“). Confidential Information may not be disclosed, in whole or in part, to any third party without CNC24’s prior written consent, except to its directors, employees, agents or tax or legal advisors involved in the performance of this Agreement who are subject to a legal duty of confidentiality, in each case provided that they need to know such information (“need-to-know”) and are subject to confidentiality obligations equivalent to those described in this Clause. 13.1 described in this section.

13.2. The Confidential Information may be used solely in connection with the exercise or exercise of rights and/or the performance of obligations under these Terms and Conditions of Purchase and the Manufacturing Agreements entered into hereunder and not otherwise for the receiving party’s own benefit or for the benefit of any third party.

13.3. The confidentiality obligation shall not apply to Confidential Information or parts of Confidential Information (i) which CNC24 has agreed in writing to disclose, (ii) which was publicly accessible at the time of disclosure or became publicly accessible thereafter, (iii) which was disclosed to the Partner Company by a third party without a confidentiality obligation, (iv) which was developed by the Partner Company independently of the Confidential Information, or (v) which must be disclosed due to applicable statutory provisions or binding official or court orders. In this case, the Partner Company may disclose CNC24’s Confidential Information only to the extent required by law. The Partner Company requested to disclose Confidential Information shall be obliged, unless legally inadmissible, to notify CNC24 in text form without delay prior to any disclosure of Confidential Information and to agree on the scope of such disclosure.

14. Customer Protection

14.1 The Partner Company shall not use customer names or customer-related data obtained in the course of its activities for CNC24 in any way for its own benefit. Customer names and customer-related data shall at the same time be deemed “Confidential Information” within the meaning of Section 13. and any confidentiality agreement concluded. In particular, the Partner Company undertakes not to make direct business contact with CNC24’s customers on the basis of customer data obtained in this way in order to become active for them directly or via third parties. If CNC24 and the Partner Company agree on direct delivery from the Partner Company to CNC24’s customer, the following additional obligations of the Partner Company shall apply: The Partner Company shall use only neutral packaging Materials for the purpose of dispatching the goods and shall not attach any advertising or marketing Materials or other information to the goods or the consignment which could lead to a conclusion about the Partner Company. CNC24 shall provide the Partner Company with Materials in the form of special adhesive and packaging tape, […] as well as delivery notes to be used by the Partner Company for the purpose of direct deliveries.

14.2. The Partner Company shall be obliged to refrain from using for its own purposes or for the benefit of third parties any documents and information it has received from CNC24 or from the customer itself in connection with the performance of the contract, as well as any knowledge and information about the customer obtained therefrom.

14.3. For each case of infringement on the part of the contractor, a contractual penalty, the amount of which shall be determined by CNC24 at its reasonable discretion and, in the event of a dispute, shall be reviewed by the competent court, shall be payable to CNC24. This shall not affect CNC24’s right to claim further damages and/or to terminate the contractual relationship with the Partner Company without notice for good cause.

14.4. The obligations of this sec. 14 shall apply for the duration of the Partner Company’s membership in the program and for 12 months after the termination of the membership.

15. Final provisions

15.1 Amendments or supplements to these Terms and Conditions of Purchase must be made in writing in order to be effective and must expressly refer to these Terms and Conditions of Purchase. This also applies to any agreement to deviate from or waive this formal requirement.

15.2. These Terms and Conditions of Purchase and the contracts concluded between the Partner Company and CNC24 under these Terms and Conditions of Purchase shall be governed by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Sales Convention).

15.3. The parties agree that the exclusive place of jurisdiction for disputes arising from these Terms and Conditions of Purchase and any manufacturing contracts based thereon shall be Berlin.

15.4. Should any provision of these Terms and Conditions of Purchase be invalid, this shall not affect the validity of the remaining provisions of the Terms and Conditions of Purchase. Rather, the provision shall be replaced by a provision that is legally permissible and comes as close as possible to the original provision