Terms & Conditions

1. Scope of Application

These General Terms and Conditions ("GTC") apply to all contractual relationships between Spectroplast GmbH (hereinafter "Spectroplast") and its customers (hereinafter "Client") in the area of manufacturing and delivery of prototypes and other components by means of silicone additive manufacturing (hereinafter "Component(s)") as well as the provision of consulting and development services (hereinafter "Application Projects"). These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). Conflicting or deviating terms and conditions of the Client shall not be recognized unless Spectroplast expressly agrees to their validity in writing.

2. Formation of Contract

2.1 Offers from Spectroplast are non-binding and subject to change unless they are expressly marked as binding. Spectroplast reserves a period of two weeks for order confirmation.

2.2 A contract for the manufacturing of a Component or for an Application Project (hereinafter "Order" or "Contract") is concluded upon order confirmation by Spectroplast or upon commencement of service delivery. The content of the order confirmation shall be decisive.

2.3 For Application Projects, an individual project contract or a separate scope of work description (Statement of Work) will generally be agreed upon as a further component of the Order.

2.4 These GTC form part of all Orders. In the event of conflict, the other components of the Order shall take precedence over these GTC.

3. Scope of Services

3.1 Spectroplast manufactures components from silicone on the basis of digital design data (e.g. CAD files) provided by the Client. Unless otherwise separately agreed in writing, the manufactured components are intended as prototypes for research, development, and testing purposes and are not intended for use in end products or series production.

The Client is solely responsible for the suitability of the design data and for compliance with all applicable regulatory requirements for the intended use. Any use of the components outside the agreed purpose is exclusively at the Client's risk; the Client shall indemnify Spectroplast against all third-party claims arising therefrom.

3.2 Spectroplast provides consulting, development, and application services upon request. The scope, timeline, remuneration, and owed project results (hereinafter "Deliverables") are set out in the respective Order. Where components are to be manufactured for use as end products within the scope of an Application Project, product liability, quality assurance, and regulatory requirements shall be agreed separately in the Order.

4. Client's Cooperation Obligations

4.1 The Client shall provide Spectroplast with all documents, data, and information necessary for the fulfillment of the Order in a timely manner and in a suitable format.

4.2 The Client warrants that the transmitted data and specifications are free from third-party rights and that Spectroplast is authorized to use them.

4.3 Delays resulting from the Client's failure to cooperate or from incorrect cooperation shall not be attributed to Spectroplast. Spectroplast shall retain its claim to the agreed remuneration in such cases.

5. Prices and Payment

5.1 The prices stated in the Order shall apply. All prices are in euros, plus the applicable statutory value-added tax.

5.2 Invoices are payable within 30 days of the invoice date without deduction, unless otherwise agreed.

5.3 For Application Projects, advance payments based on project progress may be agreed. The exact payment structure shall be set out in the Order.

5.4 All deliveries and services, expenses, costs, and working and travel times outside the scope of services expressly agreed in the Order — in particular any additional effort due to the Client's failure to cooperate, incorrect cooperation, or other breaches of obligations — shall be remunerated separately by the Client.

6. Delivery, Performance, and Cancellation

6.1 Delivery dates and project milestones are non-binding guidelines unless expressly designated as binding.

6.2 Deliveries are made FCA ex works Munich (Incoterms® 2020). Risk and transport costs pass to the Client upon handover to the carrier. Prices are understood ex works unless expressly stated otherwise in the offer or ordering process.

6.3 Spectroplast is entitled to make partial deliveries, provided this is reasonable for the Client.

6.4 Cancellation by the Client

If the Client cancels an Order for component manufacturing or an Application Project after order confirmation, the following shall apply:

• a) Cancellation before commencement of production or the Application Project: The Client owes an administrative fee of 15% of the order value, with a minimum of EUR 50.00 net.
• b) Cancellation after commencement of production or the Application Project: The Client shall remunerate services already rendered, bear all proven costs incurred up to the time of cancellation (materials, labor, machine costs) to the extent not already included in the remuneration, and pay a cancellation fee of 20% of the remaining order value.
• c) Right to prove lower damage: The Client reserves the right to demonstrate that no actual damage or substantially lower damage has occurred. Spectroplast is entitled to demonstrate a higher actual damage.

7. Retention of Title

7.1 Delivered components remain the property of Spectroplast until all claims from the business relationship have been paid in full.

7.2 The Client is not entitled to pledge goods subject to retention of title or to transfer them as security.

8. Warranty and Acceptance

8.1 Spectroplast warrants that components and Deliverables conform to the agreed specifications. Only the agreed specifications shall be decisive; public statements or advertising materials do not constitute a quality commitment or guarantee.

8.2 The Client shall inspect components and Deliverables — to the extent that acceptance (Clause 8.5) is not required — immediately upon receipt and report any apparent defects in writing immediately, at the latest within 10 working days of delivery. Latent defects shall be reported immediately upon discovery, at the latest within 10 working days.

8.3 In the event of justified defect reports, Spectroplast shall be entitled and obliged, at its own discretion, to carry out rectification or replacement delivery. If subsequent performance fails, the Client shall be entitled to the statutory rights. Subsequent performance shall only be deemed to have failed after the unsuccessful second attempt, unless otherwise indicated in particular by the nature of the item or the defect or other circumstances.

8.4 The warranty period is 12 months from delivery or acceptance. If Spectroplast undertakes subsequent performance, this shall not result in a new commencement of the limitation period for defect rights. Rather, these rights shall continue to expire upon expiry of the originally applicable remaining warranty period, provided that the limitation period commences no earlier than three months after the completion of the subsequent performance or the refusal of further subsequent performance attempts.

8.5 Where acceptance of a Deliverable has been agreed or is required, it shall take place within two weeks of handover. The Client shall confirm acceptance when the agreed specifications are substantially met and the Deliverable does not exhibit any material defects. Until Spectroplast has received the acceptance confirmation, the Client is not entitled to use the Deliverable. If the Client uses it nonetheless, this shall be deemed acceptance. Acceptance shall also be deemed to have occurred if Spectroplast has set the Client a reasonable deadline for acceptance and the Client has not expressly refused acceptance within this deadline, citing all defects asserted by it, of which at least one material defect must actually exist. If the Client refuses acceptance, Spectroplast shall be entitled to revoke any usage rights already granted to the Deliverable and to prohibit further use until acceptance.

9. Limitation of Liability

9.1 Contractual and non-contractual obligations of Spectroplast to pay damages for any property, personal injury, or financial loss in connection with contract initiation and execution shall exist only in accordance with the following provisions:

(a) Spectroplast is liable only in cases of intent and gross negligence. In cases of simple negligence, Spectroplast is only liable for breach of essential contractual obligations (cardinal obligations), and in such cases only to the extent set out in lit. (b). Cardinal obligations are those whose fulfillment is indispensable for the proper execution of the contract and on whose compliance the Client may regularly rely. Spectroplast's liability for the slightly negligent breach of obligations that are not cardinal obligations is excluded, subject to lit. (d).

(b) In the event of slightly negligent breach of a cardinal obligation: Spectroplast's liability is limited to the financial losses that Spectroplast should have foreseen as a possible consequence of the breach of contract at the time of concluding the contract, but in any case to a maximum of EUR 500,000 per loss event, unless twice the order value (total at time of contract conclusion) exceeds EUR 500,000, in which case Spectroplast is instead liable up to twice the order value. A single "loss event" means the totality of all losses and damage claims of all entitled parties arising from a single, temporally connected, definable, and in that respect uniform service, action, or omission.

(c) The limitations and exclusions of liability in this Clause 9.1 also apply to any obligation to reimburse wasted expenditure, whereby the Client may in any case only claim reimbursement of expenditure up to the amount of its expectation interest, and further claims under § 284 BGB are excluded. The limitations and exclusions of liability in this Clause 9.1 also apply, from the time of contract conclusion, to damages caused by Spectroplast during contract initiation. Any further claims that may have arisen prior to contract conclusion shall be deemed mutually waived upon conclusion of the contract.

(d) The limitations and exclusions of liability in this Clause 9.1 do not apply to liability arising from culpable injury to life, body, or health, from fraudulent concealment of defects, to liability based on mandatory statutory product liability, or from the assumption of a guarantee or procurement risk. Guarantees within the meaning of §§ 276(1), 443, 444, or 639 BGB entailing strict unlimited liability shall in all cases require an express declaration by Spectroplast. Formulations such as "assure", "guarantee", "warrant" shall in case of doubt constitute only quality agreements but not guarantees in this sense.

(e) To the extent that Spectroplast's liability is limited or excluded, this also applies to any personal liability of officers, employees, or vicarious agents of Spectroplast.

(f) This Clause 9.1 does not modify the statutory burden of proof.

9.2 Spectroplast accepts no liability for damages arising from the Client using components or Deliverables outside the contractually agreed purpose. The Client shall indemnify Spectroplast against all third-party claims based on such unauthorized use. This applies in particular to damages arising from the use of components manufactured as prototypes in end products, safety-relevant applications, or commercial operations, unless such use has been expressly agreed in writing.

9.3 Where an Application Project involves the development of end products or use in regulated application areas, questions of product liability, certification, and quality assurance are expressly the subject of the respective Order.

10. Intellectual Property

10.1 Spectroplast retains all rights to its own technologies, processes, methods, material formulations, and know-how (hereinafter "Background IP") used or further developed in the course of providing the services. No rights thereto are granted to the Client. The Client's right of use in respect of the contractually delivered components and Deliverables (Clause 10.4) remains unaffected.

10.2 Design data, designs, and specifications provided by the Client (hereinafter "Client IP") remain the property of the Client. Spectroplast receives a non-exclusive right of use thereto, which encompasses the fulfillment of the Order as well as the storage of data for potential reorders and statutory retention obligations. Upon permanent termination of the business relationship, Spectroplast shall delete or return the data upon the Client's request, to the extent that no statutory retention obligations conflict.

10.3 Physical or non-physical results discovered, developed, or created by Spectroplast within the scope of Application Projects or production-related development services (e.g. Deliverables, reports, developed designs, process optimizations, concepts, know-how; hereinafter "Foreground IP") remain the property of Spectroplast. Spectroplast may use Foreground IP and experience gained during the execution of the Order for its own purposes.

10.4 Upon full payment of the agreed remuneration, Spectroplast grants the Client a non-exclusive, perpetual right of use to the Background IP and Foreground IP, in each case to the extent necessary for the intended use of the delivered components and Deliverables. Transfer of ownership of Foreground IP to the Client requires an express written agreement in the respective project contract.

11. Confidentiality

11.1 Both parties undertake to keep all confidential information received in the course of the business relationship from the other party secret from third parties and to use it exclusively for the fulfillment of the contractual purposes.

11.2 This obligation does not apply to information that is or becomes publicly known without this being attributable to a breach of obligation by a party, or to information that was demonstrably already known to a party prior to the commencement of the business relationship.

11.3 The confidentiality obligation applies for the duration of the business relationship and for a period of 5 years after its termination. For Application Projects involving the exchange of proprietary material formulations, manufacturing processes, or safety-relevant information, the separate provisions of the respective project contract shall apply, but at least the aforementioned period of 5 years. For trade secrets, the foregoing restrictions shall continue to apply beyond the agreed period for as long as these continue to constitute trade secrets.

12. Export Control and Compliance

12.1 Deliveries and services of Spectroplast may be subject to the export control laws of the Federal Republic of Germany and the European Union, in particular the EU Dual-Use Regulation (EU) 2021/821. Where deliveries include technologies or materials of US origin, the US Export Administration Regulations (EAR) may additionally apply.

12.2 The Client undertakes to comply with the restrictions pursuant to Clause 12.1 and is solely responsible for compliance with all applicable export, import, and re-export regulations in the country of destination and in transit countries.

12.3 The Client warrants that it is not a natural or legal person listed on a sanctions list of the EU or other relevant authorities, and that the goods and services will not be passed on to such persons or countries. The Client shall not sell, export, or re-export, directly or indirectly, any components or Deliverables falling within the scope of Article 12g of Council Regulation (EU) No. 833/2014 to the Russian Federation or for use in the Russian Federation.

The Client shall make all efforts to ensure that the purpose of the preceding sentence is not frustrated by third parties in the supply chain, including possible resellers. The Client shall establish and maintain an adequate monitoring mechanism to detect conduct by third parties further down the supply chain, including possible resellers, that would frustrate the purpose of the first sentence. Any breach of the preceding sentences constitutes a material breach of an essential obligation under the contract, and Spectroplast shall have appropriate remedies available; in particular, Spectroplast may: (i) terminate the contract for cause, or (ii) demand payment of a contractual penalty amounting to 5% of the total contract value or the price of the exported components or Deliverables, whichever is higher. The Client shall inform Spectroplast immediately of any problems in applying the preceding sentences, including all relevant activities of third parties that could frustrate the purpose of these sentences. The Client shall provide Spectroplast, upon simple request within two weeks, with information regarding compliance with the obligations under the preceding sentences. The foregoing provisions apply accordingly to the sale, export, or re-export of components or Deliverables to Belarus or for use in Belarus falling within the scope of Article 8g of Council Regulation (EU) No. 765/2006.

12.4 The Client shall indemnify Spectroplast against all claims, costs, and damages arising from a breach of export or import regulations by the Client.

13. Orders via the Spectroplast Online Platform

Orders may also be placed via the ordering interface of our online platform ("Platform"). The Platform is exclusively for entrepreneurs within the meaning of § 14 BGB. The following conditions apply:

13.1 Spectroplast reserves all rights to content on the Platform (e.g. images, brands). Users may only use such content within the scope of the intended use of the Platform and may not otherwise reproduce or distribute it. Users shall refrain from impeding or overloading the technical operation of the Platform or impairing its use by other users.

13.2 Spectroplast agrees to the placement of hyperlinks ("links") to the Platform, but only insofar as (i) the link does not create the incorrect impression of a business connection with, or an endorsement of a third-party service or business by, Spectroplast, (ii) the link points exclusively to the homepage (no "deep links"), and (iii) the respective page is reproduced in a new window and in its entirety, and it is otherwise clear to the viewer that the content is from Spectroplast (no "frames"). Links that do not comply with the aforementioned requirements are expressly prohibited. Where Spectroplast sets a link to third-party content, this does not mean that Spectroplast endorses or adopts the third-party content as its own.

13.3 Use of the Platform requires registration. The password for the user account must be kept strictly confidential, and any loss or unauthorized access must be reported immediately. Users are responsible to Spectroplast for all orders and uses made using their password, unless the password was demonstrably used without their fault by an unauthorized third party.

13.4 All prices on the Platform are net prices. Contract conclusion and communication regarding the fulfillment of the Order take place in German or English (contract language).

13.5 By clicking the "Order with obligation to pay" button, the user submits a binding offer to place a manufacturing order. Until this point, users may correct their entries or withdraw from the contractual declaration. After receipt of the order, users will initially receive an automatic acknowledgment of receipt by email, which reproduces the content of the order and the contractual provisions. Spectroplast is not obliged to store it beyond this. This acknowledgment of receipt does not constitute acceptance of the offer. A binding contract is only concluded when Spectroplast separately confirms the order. For order confirmation and the time binding of the offer, Clause 2 shall apply.

13.6 Spectroplast reserves the right to amend the conditions of use of the Platform with effect for the future at any time. The amended conditions will be announced on the Platform. Spectroplast reserves the right to modify or discontinue the Platform at any time without notice, or to exclude individual or all users from use.

14. Final Provisions

14.1 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the US Uniform Commercial Code (UCC).

14.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and the contracts concluded on their basis shall be Munich, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law, or does not have its registered office in Germany at the time of conclusion of the contract.

14.3 Should individual provisions of the Order be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

14.4 Spectroplast is entitled to use subcontractors for all services under the contract; Spectroplast's liability towards the Client shall remain unaffected.

Version: March 2026 · Spectroplast GmbH · München