General Terms and Conditions

[as at 22.9.2026]

Structure and Application

These terms and conditions apply exclusively to business entities (Unternehmer) within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law. They do not apply to consumers within the meaning of § 13 BGB.

These terms and conditions consist of six parts. Part E always applies. Of Parts A to D and F, only the part relevant to the commissioned service applies; which services are commissioned is determined by the offer and the order confirmation.

Deviating conditions of the customer shall only apply if DarkFab has expressly agreed to them in text form. Individually agreed provisions and the specification of services (offer, order confirmation, specification sheet/Pflichtenheft, service scope) take precedence over these terms and conditions.

Definitions

Part A - Plant Engineering and Integration

A1 Scope of Performance and Modifications

• A1.1: The agreed specification sheet (Pflichtenheft) is decisive for the required quality, and otherwise the offer together with the order confirmation. Changes to the service description require text form and will be agreed upon prior to implementation with regard to price, schedule, and warranty. An expansion of the software license scope does not take place through this, but in accordance with Section B3 or Section C1.4.
• A1.2: Representations in demonstrations, test installations, product and project descriptions, brochures, and other advertising material are not quality specifications and not guarantees, unless expressly designated as such and agreed upon in text form. Technical descriptions only become part of the agreed quality if the parties have expressly agreed upon this.
• A1.3: DarkFab reserves the right to make minor deviations from illustrations and descriptions as well as changes for production-technical reasons or for technical improvement, provided they are reasonable for the customer and do not restrict usability. Such deviations do not justify defect claims.
• A1.4: If the execution is based on specifications, documents, construction data, or provisions supplied by the customer, DarkFab assumes no warranty for these. The customer shall indemnify DarkFab against third-party claims arising from the fact that compliance with such specifications violates third-party proprietary rights, unless DarkFab recognized the infringement or should have recognized it when exercising standard commercial care.
• A1.5: Offers from DarkFab are non-binding (freibleibend). An order placed by the customer can be accepted by DarkFab within two weeks of receipt by order confirmation in text form or by execution.

A2 Deadlines, Cooperation and Force Majeure

• A2.1: Compliance with agreed deadlines requires the timely fulfillment of the customer's obligations to cooperate, in particular the timely release of the specification sheet, the provision of required information and interfaces, and the fulfillment of obligations pursuant to Section A7.
• A2.2: Force majeure events that make performance significantly more difficult or impossible for DarkFab extend the agreed deadlines by the duration of the hindrance plus a reasonable restart period. Force majeure includes unforeseen events beyond the parties' control, in particular natural disasters, war, terrorist attacks, epidemics, official measures, labor disputes also in third-party operations, energy and raw material shortages, significant disruptions of transport routes, and cyberattacks. The affected party shall inform the other party without delay.
• A2.3: If a hindrance according to Section A2.2 lasts longer than four months, either party may withdraw from the contract regarding the affected part of the service. Partial services already rendered shall be remunerated.
• A2.4: If the customer is in default of acceptance or culpably violates duties of cooperation, DarkFab may claim compensation for the resulting damage including proven additional expenses in accordance with the applicable billing rates. Payment milestones that are not reached solely due to a delay for which the customer is responsible shall be deemed reached four weeks after notification of readiness for performance in text form.
• A2.5: If DarkFab is not supplied correctly or in a timely manner by a supplier for reasons for which it is not responsible, despite having concluded a congruent hedging transaction, it may withdraw from the affected part of the contract. DarkFab shall inform the customer immediately and refund any consideration already received without delay.
• A2.6: Partial deliveries and partial services are permissible insofar as they are reasonable for the customer.

A3 Acceptance and Transfer of Risk

• A3.1: Acceptance shall take place in accordance with § 640 BGB and shall be documented in a protocol signed by both parties. If the customer refuses acceptance due to insignificant defects, this shall be deemed a breach of duty; the defects shall nevertheless be recorded and rectified immediately.
• A3.2: Acceptance shall be deemed to have taken place if DarkFab has set a reasonable deadline for acceptance after completion and the customer does not refuse acceptance within this deadline in text form, stating at least one material defect. Furthermore, acceptance shall be deemed to have taken place if the customer puts the plant into productive operation without complaining of a material defect in text form within a reasonable period; use exclusively for testing purposes shall not be deemed as putting into operation.
• A3.3: The risk shall pass to the customer upon acceptance or, in the case of shipment at the customer's request, upon handover to the freight forwarder, carrier, or other person designated to carry out the shipment. DarkFab is not liable for transport damage. The customer shall report transport damage to the deliverer immediately and simultaneously transmit the damage report or fact-finding report to DarkFab. If shipment is delayed at the customer's request, risk shall pass upon notification of readiness for shipment.
• A3.4: Acceptance of the plant is independent of the provision of the software; both points in time may differ and trigger their own deadlines. The delay or non-provision of the software only affects the readiness for acceptance of the plant insofar as the specification sheet foresees services that require the use of the software.

A4 Defects

• A4.1: DarkFab shall provide the plant free of material defects and defects of title in accordance with the agreed specification sheet. Subsequent performance shall be carried out at DarkFab's discretion by repair or replacement. If it fails, the customer may reduce the price or, in the case of material defects, withdraw from the contract.
• A4.2: The warranty period is two years from acceptance. Claims for defects require that the customer has properly fulfilled its obligations to inspect and give notice of defects under § 377 HGB (German Commercial Code); the notification of defects must be in text form.
• A4.3: For software defects, Part B or Part C applies exclusively. If a disruption of the overall system is based on a software bug, the customer's rights are governed by those parts. Part F applies to separately commissioned services and their work results.
• A4.4: The notice of defects shall contain a description of the defect pattern, the affected component, and the work performed when the defect occurred. A prerequisite for subsequent performance is that the defect is reproducible or verifiable.
• A4.5: If DarkFab performs troubleshooting or bug fixing services without being obligated to do so, these shall be remunerated according to the applicable billing rates. This applies in particular if a defect cannot be determined or if it is not attributable to DarkFab, specifically because it originates from the customer's operating environment, operating errors, or third-party intervention. Travel and arrival costs as well as expenses will be billed separately.

A5 Retention of Title

• A5.1: DarkFab retains title to the delivered goods (reserved goods) until full payment of all claims arising from the respective order.
• A5.2: Any processing or transformation of the reserved goods by the customer is always carried out for DarkFab as the manufacturer within the meaning of § 950 BGB, without creating any obligations for DarkFab. If the reserved goods are combined or mixed with other items not belonging to DarkFab, DarkFab acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the value of the other items at the time of combination. If an item of the customer is considered the main item, the customer hereby transfers proportionate co-ownership to DarkFab; DarkFab accepts the transfer. The customer shall hold the sole or co-ownership in safe custody free of charge.
• A5.3: The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to DarkFab all claims arising from this in the amount of the invoice value of the reserved goods; DarkFab accepts the assignment. The customer remains authorized to collect the claim; DarkFab may revoke the authorization in the event of default in payment and disclose the assignment.
• A5.4: Pledging, transfer by way of security, or other encumbrance of the reserved goods is not permitted to the customer. Financing agreements that include a transfer of title to the reserved goods require prior consent of DarkFab in text form, unless the financing institution is obligated to pay the amount attributable to DarkFab directly to DarkFab.
• A5.5: The customer shall immediately notify DarkFab in text form of any seizures or other interventions by third parties regarding the reserved goods or assigned claims and shall bear the costs of any necessary intervention, insofar as the third party does not reimburse them.
• A5.6: The customer shall maintain the reserved goods in good working order and insure them at its own expense against fire, water, and theft at replacement value. Claims against the insurer are hereby assigned to DarkFab up to the invoice value of the reserved goods.
• A5.7: In the event of payment default, DarkFab may withdraw from the contract after the fruitless expiration of a reasonable grace period and demand the return of the reserved goods. The customer shall grant access to the installation site for this purpose. The repossession shall only count as a withdrawal if DarkFab expressly declares this; the realization proceeds shall be credited against the claims after deducting reasonable realization costs.
• A5.8: If the realizable value of the securities existing under this clause exceeds the secured claims by more than ten percent, DarkFab shall release securities of its choice upon request of the customer.
• A5.9: The parties agree that the retention of title may lapse if the plant is permanently attached to land or a building. In this case, the customer shall cooperate upon request in creating an equivalent security interest.

A6 Liability Cap

Within the framework of Section E3, liability per damage event is limited to the order value of the affected order and overall per contract year to twice the order value.

A7 Installation and Commissioning at Customer's Site

• A7.1: The customer shall make the installation site available in good time, freely accessible, load-bearing, and cleared, and shall provide the necessary connections (electricity, compressed air, network, other media), lifting equipment, storage and social areas, and necessary official permits.
• A7.2: The customer is responsible for occupational safety at the installation site, instructs DarkFab personnel in operational safety regulations, and appoints a coordinator if employees of several companies are active.
• A7.3: DarkFab personnel remain integrated into DarkFab's operational organization and are subject exclusively to its instructions. Temporary employment (Arbeitnehmerüberlassung) is not subject of the contract; technical consultations on site do not constitute a right of instruction by the customer.

A8 Conformity and CE Marking

• A8.1: DarkFab delivers the plant within the agreed scope of delivery in conformity with the European legal regulations applicable at contract conclusion and provides the conformity declaration or declaration of incorporation relating to this scope of delivery along with necessary documentation.
• A8.2: If the plant is integrated into an existing production line or one supplied by third parties, resulting in an assembly of machinery or a substantial modification of an existing machine, the customer is responsible for the conformity of the entire assembly, in particular for the overall risk assessment, overall declaration of conformity, and CE marking, unless the parties expressly agree otherwise in text form. DarkFab shall support the customer in this against separate remuneration.
• A8.3: The customer shall indemnify DarkFab against third-party claims based on the non-fulfillment of obligations incumbent upon the customer under Section A8.2.

Part B - MCS Software: Purchase

B1 Grant of Rights and Usage

• B1.1: The basic license is granted for unlimited use against a one-time payment; the provisions governing the sale of rights apply accordingly (§ 453 BGB analogously). The customer receives the software in executable machine code; there is no entitlement to delivery of the source code.
• B1.2: Upon full payment of the license fee, the customer receives a non-exclusive, perpetual right to use the software for its own operational purposes. The scope is determined by the type and number of licensed units. The number of users in the customer's company is not limited; there is no trial limitation. The customer may only use the software productively in one program version at a time; parallel productive use of multiple program versions requires a separate agreement. Temporary parallel operation for migration purposes is permitted after prior notification in text form.
• B1.3: For the period between provision and full payment, DarkFab permits usage to the same extent revocably; revocation is only permissible in the event of default in payment.
• B1.4: If functional areas are expressly excluded in the offer or service description, the right of use does not extend to these, even if they are technically accessible.
• B1.5: Sublicensing or transfer of use to third parties during ongoing operations is not permitted without prior consent of DarkFab in text form.
• B1.6: The customer may not edit, reverse engineer, decompile, or disassemble the software, except to the extent mandatory under §§ 69d, 69e UrhG (German Copyright Act); prior to decompilation under § 69e UrhG, the customer shall request the required information from DarkFab. Copyright notices, trademarks, and identification numbers must not be removed or altered. The creation of backup copies necessary for safe operation remains permissible; they must be marked as such and bear the copyright notice.
• B1.7: DarkFab is entitled to employ reasonable technical measures to protect against non-compliant use, in particular activation, enablement, and copy protection mechanisms. These measures are limited to preventing the use of unlicensed units and unreleased functional areas. Personal data is not transmitted to DarkFab or third parties in this context. The customer shall tolerate these measures; circumvention, removal, or disabling thereof is impermissible.
• B1.8: Activation is bound to the respective installation and the activated units. A change of server or reorganization of system infrastructure is permitted; DarkFab will provide a new activation upon request within a reasonable period. If a protection mechanism impairs or prevents contractual use and DarkFab does not remedy the impairment within a reasonable period despite request, the customer may bypass the protection mechanism for the duration of the impairment; the customer shall notify DarkFab thereof immediately in text form.
• B1.9: The customer shall keep provided data carriers and access credentials secured against unauthorized access by third parties and instruct its employees to comply with these terms. The customer shall inform DarkFab immediately if unauthorized access, unauthorized reproduction, or circumvention of protection mechanisms is suspected.

B2 Transfer

Transfer of the basic license to third parties is only permissible if done together with the plant on which the software is deployed, the acquirer undertakes in text form towards DarkFab to comply with these terms, and the customer completely and demonstrably ceases its own usage. Transfer can only take place uniformly for the entire licensed configuration. Ongoing software maintenance ends upon transfer; remuneration paid in advance will be refunded pro rata.

B3 Scope Extension (Additional Licensing)

• B3.1: The scope of the right of use is bound to the type and number of licensed units. The activation of additional units and previously excluded functional areas takes place exclusively through DarkFab. The customer shall report additional requirements in text form prior to planned commissioning and order additional licensing; remuneration is based on the price list valid at the time of ordering. DarkFab's obligation to activate only exists upon conclusion of the additional licensing.
• B3.2: The assessment basis for software maintenance increases by the fee of the post-licensed items, for the current contract year pro rata from the month of activation. Insofar as software maintenance is not separately remunerated for the current contract year, this also applies to the post-licensed items.
• B3.3: If a unit is put into operation without prior additional licensing or an excluded functional area is used, the customer owes remuneration retroactively from the month of commissioning according to the price list valid at that time. Further contractual and non-contractual claims, in particular under copyright law, as well as the right to extraordinary termination remain unaffected.
• B3.4: DarkFab may demand confirmation of the units in use in text form once per contract year. If there are specific indications of use beyond the licensed scope, DarkFab may audit the units in use itself or through a third party bound to secrecy after two weeks' notice during normal business hours. Costs are borne by DarkFab; if the audit reveals an under-licensing of more than five percent of the licensed units, the customer bears the costs. No further audit rights exist.
• B3.5: In the event of use beyond the licensed scope or unauthorized transfer of use to third parties, the customer shall immediately provide DarkFab upon request with available information necessary for enforcing claims due to non-compliant use, in particular regarding the type, quantity, and location of affected units and users.

B4 Software Maintenance

• B4.1: Software maintenance is a continuous obligation independent of the basic license. It begins upon provision and initially runs for twelve months; it automatically extends by twelve months at a time unless terminated with three months' notice prior to the end of the term. Termination at the end of the first contract year is possible.
• B4.2: For the first contract year, software maintenance is included in the license fee and is not separately billed; if terminated at the end of the first contract year, no payment obligation arises. Sentence 1 does not apply if the contract comes about via a change from rental under Part C; in this case, the day of switch counts as provision and payment obligation arises from that day.
• B4.3: Amount and assessment basis of remuneration result from the offer or service description. Remuneration is calculated for one contract year at a time and is payable annually in advance.
• B4.4: Service and support packages are not part of software maintenance; Part F applies to them with remuneration based on effort as specified therein. Also not included are services on components modified by third parties as well as custom adaptation development; these are billed separately according to the current price list. Travel and arrival costs as well as expenses are billed according to current billing rates.
• B4.5: During service hours — business days Monday to Friday, excluding statutory public holidays at DarkFab's seat, from 08:00 to 16:00 — DarkFab is reachable by phone and electronically and makes reasonable best efforts to respond to software bug reports within one business day. This is a best-effort commitment without guarantee character and without contractual penalty. An availability commitment (uptime guarantee) is not assumed. The customer designates up to three persons in text form authorized to report software bugs; they must be familiar with the software.
• B4.6: Subject of software maintenance are the current program version and the two preceding program versions. Software maintenance services are no longer provided for older versions. DarkFab announces the end of maintenance for a program version with six months' notice in text form.
• B4.7: The customer shall install provided updates and program versions within a reasonable period. Software maintenance services must be paid for separately according to the current price list, contrary to Section B4.2, insofar as they become necessary because a provided update or program version was not installed and the reported bug was already fixed there. This does not apply if installation was unreasonable for the customer for reasons beyond its responsibility; in this case, parties will agree on the further procedure.
• B4.8: If software maintenance ends, the basic license remains unaffected; the customer may continue to use the last provided program version indefinitely within the scope of its rights of use, but no longer has claims to updates, bug fixes, or support. Upon reinstatement, DarkFab may demand payment of missed fees and an update at the customer's expense.

B5 Defects

• B5.1: DarkFab provides the software free of material and legal defects in accordance with the agreed service description. Minor impairments are not defects. Furthermore, functional impairments resulting from customer-provided hardware/software environment, operating errors, faulty external data, network disruptions, or other reasons from the customer's sphere of risk are not defects.
• B5.2: For software modified by the customer or a third party commissioned by the customer, no defect claims exist unless the customer proves that the modification was not the cause of the reported defect.
• B5.3: The warranty period is one year from provision for the basic license, and one year from provision of the respective update for updates. Subsequent performance shall take place at DarkFab's choice by rectifying the defect or providing a new program version; it can also be carried out by DarkFab showing a reasonable option to avoid the effects of the defect. The customer shall accept a new program version provided within subsequent performance even if it incurs acceptable adaptation effort. If subsequent performance fails, the customer may reduce payment, terminate the affected contract part, or withdraw.
• B5.4: The customer shall report defects immediately in text form stating the defect pattern, affected component, and work performed when the defect occurred. Prerequisite for subsequent performance is that the defect is reproducible or verifiable. Prior to reporting, the customer shall check within its capabilities whether the disruption is attributable to components not subject to this contract. It supports DarkFab in the analysis and provides required log and configuration data.
• B5.5: Section A4.5 applies accordingly.
• B5.6: If a third party asserts IP/property rights against the customer, the customer shall immediately notify DarkFab in text form, leave the defense including out-of-court settlements to DarkFab, and reasonably support DarkFab. The customer shall not make acknowledgments without DarkFab's consent.
• B5.7: DarkFab is entitled at its own expense to modify or replace the software so that IP infringement lapses while maintaining essential contractual functionality, or acquire a corresponding right of use. If both are only possible with disproportionate effort, DarkFab may terminate the affected contract part and refund paid license fees minus reasonable compensation for the duration of use. No claims exist if the customer is responsible for the IP infringement, in particular due to a specified specification or non-compliant use.

B6 Liability Cap

Within Section E3, liability per damage event is limited: for damages related to the basic license to the paid license fee, for damages related to software maintenance to its annual fee in the affected contract year. For the first contract year, the fee owed for the second contract year applies as annual fee. Overall liability per contract year is limited to twice the relevant amount.

Part C - MCS Software: Rental / Subscription

C1 Grant of Rights and Usage

• C1.1: DarkFab grants the software for use for the contract duration. Provisions on lease/rental (§§ 535 et seq. BGB) apply, unless specified otherwise below.
• C1.2: The right of use is non-exclusive, non-transferable, and restricted to the contract duration and agreed scope. It is granted under the condition that the customer pays the due rent. The number of users in the customer's company is not limited.
• C1.3: Subletting, sublicensing, and other transfer of use to third parties are excluded; § 540 (1) sentence 2 BGB does not apply.
• C1.4: The activation of additional units and previously excluded functional areas takes place exclusively through DarkFab. The customer shall report additional demand in text form prior to planned commissioning; rent increases according to the price list valid at notification, pro rata for the current contract year. Sections B3.3, B3.4, and B3.5 apply accordingly.
• C1.5: Sections B1.1 sentence 2, B1.4, and B1.6 to B1.9 apply accordingly.

C2 Scope of Services, Rent and Term

• C2.1: Software maintenance is included in the rent for the contract duration. For reachability, response times, authorized reporters, version levels, and update deployment, Sections B4.5 to B4.7 apply accordingly. Service and support packages are not included in the rent; Part F applies to them. Services on components modified by third parties as well as custom adaptation developments are also not included.
• C2.2: Amount of rent and payment terms result from the offer or service description. Rent is due in advance.
• C2.3: The contract begins with provision and runs for an initial period of twelve months; it extends by twelve months at a time unless terminated with three months' notice prior to the end of the term. A monthly payment method does not grant a monthly termination option.
• C2.4: DarkFab may further develop the software and change features, provided the agreed functional scope is not significantly restricted and the change is reasonable. Significant restrictions will be announced with reasonable notice; the customer may terminate as of the effective date in such cases.
• C2.5: DarkFab is entitled to duplicate customer data as far as necessary to render contractual services, including provision in a failover system or separate disaster recovery data center. Section E4 remains unaffected.

C3 Defects

• C3.1: DarkFab grants and maintains the software in a condition suitable for contractual use according to the agreed service description. Section B5.1 sentences 2 and 3 and Section B5.2 apply accordingly.
• C3.2: The right to reduction under § 536 BGB is excluded. The customer may reclaim excess rent paid due to a defect under the rules of unjust enrichment. Otherwise, claims due to defects can be asserted or offset insofar as they are undisputed or legally established.
• C3.3: Strict liability (no-fault liability) for defects already present at contract conclusion (§ 536a (1) 1st half-sentence BGB) is excluded. A right to self-remedy according to § 536a (2) BGB only exists if DarkFab is in default of defect removal and the customer has previously set a reasonable deadline without success.
• C3.4: In the event of a material defect that DarkFab does not rectify despite two grace period extensions, the customer may terminate extraordinarily. A claim for refund for already consumed rental time does not exist; rent paid in advance for the period after termination takes effect will be refunded pro rata.
• C3.5: Claims due to software defects lapse within one year from the time the customer gains knowledge of the defect or should have gained knowledge without gross negligence; otherwise statutory periods apply, in particular for intent, gross negligence, and personal injury.
• C3.6: Sections B5.3 sentences 2 and 3, B5.4, B5.5, B5.6, and B5.7 apply accordingly, provided that in the case of third-party IP rights, termination of the rental agreement and pro-rata refund of rent paid in advance takes the place of license fee refund.

C4 Termination, Data Return and Switch to Purchase

• C4.1: Upon termination, the right of use ends. The customer shall cease use, uninstall the software, and delete all copies within its sphere of responsibility within four weeks and confirm this upon request in text form; if a data export was requested, this period begins only upon provision of the export. Statutory retention duties remain unaffected.
• C4.2: Customer data generated during operation remains customer data. DarkFab shall provide a one-time export in a common structured format upon request up to three months after contract end; effort is billed according to the current price list unless covered by a commissioned service package. For operation within the customer's sphere of responsibility, this requires that the customer holds the dataset available until export provision and grants necessary access. Thereafter, DarkFab is entitled to delete data.
• C4.3: The customer may at any time request to purchase the rented configuration under Part B. Credit for rent paid up to that point as specified in the service description or order confirmation will be granted towards the license fee. Assessment period is the last completed contract year, in case of monthly payment the last twelve paid monthly rents including surcharge, in case of a switch in the first contract year the rent paid up to that point. The credit occurs once as a credit memo, is capped at the license fee, and will not be paid out in cash. Upon the purchase taking effect, rental ends; Section B4.2 sentence 2 applies.

C5 Liability Cap

Within Section E3, liability per damage event is limited to the annual rent of the affected contract year and overall per contract year to twice the annual rent. In case of monthly payment, the annual rent is the sum of monthly rents owed for the affected contract year.

Part D - Maintenance and Support for Automation Systems

D1 Subject Matter and Scope

• D1.1: DarkFab provides reachability during service hours as well as fault analysis and rectification on hardware for agreed systems. If a software component is agreed for a plant, this additionally includes fault analysis and rectification on deployed software, remote maintenance access, and deployment of available updates.
• D1.2: Software maintenance under Part B or Part C is not subject of this Part. Fault analyses requiring a software version newer than the last installed one are only rendered as long as software maintenance is active or a subscription/rental runs. Otherwise, support remains independent thereof.
• D1.3: If the purchase or rental agreement for the software ends, the software component lapses; remuneration reduces from the following billing period by the share attributable thereto according to the current price list.
• D1.4: Not included are services outside service hours, custom adaptation developments, and damage caused by improper operation or third-party intervention; these are billed separately according to current price lists.

D2 Service Hours, Reachability and Cooperation

• D2.1: Service hours are business days Monday to Friday, excluding statutory public holidays at DarkFab's seat, from 08:00 to 16:00. DarkFab makes reasonable best efforts to respond to fault reports within one business day. This is a best-effort obligation without guarantee character and without contractual penalty; an uptime guarantee is not assumed.
• D2.2: The customer designates in text form at least two and at most four contacts authorized to report faults who are familiar with the system, and provides required information, log files, and access including remote maintenance access per plant. If the customer fails to comply in time, response times extend accordingly; additional effort is billed separately.
• D2.3: The fault report contains a description of the fault pattern, affected plant or component, and work performed when the fault occurred. Prior to reporting, the customer checks within its capabilities whether the disruption is attributable to components not subject of this contract.
• D2.4: If remote maintenance is impossible due to lack of technical prerequisites at the customer's site, DarkFab renders services on site. Travel and arrival costs as well as expenses are billed according to current billing rates. The customer is responsible for occupational safety at the site; Section A7.3 applies accordingly.
• D2.5: Section A4.5 applies accordingly.

D3 Remuneration and Term

• D3.1: Remuneration per plant is based on the offer, otherwise on the current price list, and is invoiced annually in advance. It is independent of software maintenance remuneration.
• D3.2: The term per plant is five years from the agreed inclusion date and extends thereafter by twelve months at a time unless terminated with six months' notice prior to the end of the respective term. Termination may be limited to individual plants.
• D3.3: Further plants may be included by agreement in text form, individual plants may be removed upon sale, decommissioning, or replacement.

D4 Defects and Liability Cap

Claims due to defects in maintenance services lapse within one year from performance of the respective service. Within Section E3, liability per damage event is limited to the annual fee of the affected plants and overall per contract year to twice this annual fee.

Part E - Common / General Provisions

E1 Prices and Payment

• E1.1: All prices are net plus applicable statutory VAT. Prices and payment terms specified in the offer or order confirmation apply; if nothing is agreed, invoices are due within 10 days of receipt without deduction.
• E1.2: Set-off and retention rights are available to the customer only due to undisputed or legally established counterclaims.
• E1.3: Recurring fees (software maintenance, rent, plant maintenance) may be adjusted by DarkFab after twelve months with six weeks' notice to the end of a contract year, insofar as and to the extent that underlying personnel, material, or spare part costs change. The adjustment applies to the fee amount; an assessment basis used for calculation is no longer decisive thereafter. In case of an increase, the customer may terminate the affected service within four weeks of receiving the notice as of the effective date.
• E1.4: Travel and arrival costs as well as expenses are billed according to current billing rates. Travel times are remunerated according to current hourly rates unless agreed otherwise.

E2 Rights to Work Results and Confidentiality

• E2.1: All rights to the software, source code, engineering documents, and developments created within configuration or adaptation remain with DarkFab. The customer receives exclusively the expressly granted usage rights. For work results from Part F services, Section F6 takes precedence.
• E2.2: The parties shall treat confidential information exchanged in the course of cooperation confidentially and shall not disclose it to third parties without prior consent in text form. Existing non-disclosure agreements remain unaffected and take precedence.

E3 Liability

• E3.1: DarkFab is liable without limitation under the Product Liability Act (Produkthaftungsgesetz), in case of fraudulent concealment of a defect, for damages arising from injury to life, body, or health, as well as in cases of intent and gross negligence.
• E3.2: In case of slight negligence causing breach of essential contractual duties (cardinal duties), DarkFab's liability is limited to foreseeable, contract-typical damage upon contract conclusion, at most up to the liability caps specified in Sections A6, B6, C5, D4, and F5. Otherwise, liability for slightly negligent damage is excluded.
• E3.3: For data loss, DarkFab is liable within the above provisions only up to the effort that would have been required for restoration if customer data had been properly and regularly backed up. The customer backs up its data at application-appropriate intervals, at least once daily, and additionally immediately prior to any intervention by DarkFab.

E4 Data Protection

• E4.1: Insofar as DarkFab processes personal data on behalf of the customer, in particular during remote access or cloud-based operation, DarkFab acts as a processor on the basis of a separate Data Processing Agreement (DPA) to be concluded under Art. 28 GDPR. Its provisions take precedence over these terms insofar as they concern personal data processing.
• E4.2: The customer remains the data controller. The customer ensures that personal data provided by it or collected via the plants may be processed under a valid legal basis, and indemnifies DarkFab against third-party claims based on a violation of this duty.

E5 Operating Environment

Plants and software are operated on-premise at the customer's site, cloud-based, or hybrid, depending on configuration. DarkFab has no influence on IT infrastructure, network, power supply, or cloud services used by the customer or third parties. Provision of the required operating environment is the customer's obligation, unless agreed otherwise.

E6 Default in Payment, Excessive Use, Securities and Extraordinary Termination

• E6.1: In case of payment default, the customer owes default interest at nine percentage points above the basic interest rate. Assertion of further damages and the lump sum under § 288 (5) BGB remains unaffected.
• E6.2: If the customer is in default with a due payment for more than 14 days after a reminder, DarkFab may suspend further performance and stop ongoing work until payment is made. For services under Part B or Part C, DarkFab may additionally block access to software or activation after prior notice with a deadline of at least two weeks, unless disproportionate in the individual case. Blocking does not affect remuneration obligations and will be lifted immediately upon receipt of payment.
• E6.3: If the customer significantly exceeds agreed usage scope or significantly breaches Sections B1.5 to B1.9 (or for rental, Section C1.3 and corresponding Sections B1.6 to B1.9 under Section C1.5), DarkFab may revoke activation of affected units and functional areas or block access after fruitless expiry of a reasonable grace period. Revocation is not a termination; it may be maintained without termination for at most three months. The customer is entitled to re-activation once it proves that non-compliant use has been stopped and future non-compliance prevented. Remuneration obligations remain unaffected.
• E6.4: If it becomes apparent after contract conclusion that DarkFab's payment claim is endangered by customer's lack of financial capacity, DarkFab may demand advance payment or security provision, and withdraw from the contract or terminate extraordinarily after fruitless expiry of a reasonable period.
• E6.5: The right to extraordinary termination for good cause remains unaffected. Good cause for DarkFab exists in particular in case of default of payment for two consecutive installments or an amount equal to two monthly rents, continued use beyond licensed scope despite warning, or severe breach of usage rights provisions including custody obligations under Section B1.9.

E7 Third-Party Software and Open-Source Components

The software may contain third-party components including open-source components. DarkFab shall evidence the components used and applicable license conditions upon request in text form. Insofar as third-party license conditions mandatorily take precedence, they apply primarily; Sections B1.6 to B1.8, B2, and F6 do not apply to such components. For open-source components, DarkFab is liable only within the scope of the respective license; no additional warranty is established hereby.

E8 Subcontractors

DarkFab is entitled to employ subcontractors to fulfill its services. Responsibility towards the customer remains unaffected hereby.

E9 Export Control

Delivery and performance are subject to the reservation that fulfillment is not opposed by obstacles due to national or international foreign trade regulations, embargoes, or other sanctions. The customer provides information and documents required for export or transfer. Transfer of delivered goods and software to third parties or third countries is only permissible in compliance with applicable export control regulations.

E10 Exclusion Period and Limitation Period

• E10.1: Claims arising from the contractual relationship must be asserted in text form within six months of gaining knowledge of the grounds for claim, otherwise they are excluded to the extent legally permissible. Excluded from this are defect claims, claims for contractually agreed remuneration and expense reimbursement, claims arising from intent or gross negligence, injury to life, body, or health, claims under the Product Liability Act, and fraudulent concealment of a defect.
• E10.2: For defect claims, periods in Sections A4.2, B5.3, C3.5, D4, and F4.3 apply. Other claims of the customer arising from the contract and pre-contractual obligations under § 311 (2) BGB lapse within one year from statutory limitation commencement, at the latest upon expiry of maximum periods under § 199 (3) and (4) BGB. For intent, gross negligence, personal injury, Product Liability Act claims, and fraudulent concealment of a defect, statutory periods apply.

E11 Final Provisions

• E11.1: The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention (CISG). Place of performance and, to the extent legally permissible, exclusive place of jurisdiction is DarkFab's registered seat. For customers with registered seat outside Germany, deviating arrangements may be agreed in individual cases.
• E11.2: Verbal side agreements do not exist. The contract including incorporated annexes completely reflects the agreements of the parties regarding the subject matter.
• E11.3: Amendments and supplements require text form; this also applies to waiving this text form requirement. Preceding individual agreements under § 305b BGB remain unaffected.
• E11.4: If a provision is or becomes invalid, validity of remaining provisions remains unaffected.

Part F - Service and Support Packages

F1 Subject Matter and Contract Type

• F1.1: This Part applies to separately commissioned service and support packages, in particular initial installation, introductory support, interface project engineering, training, hourly contingents for custom adaptations, and special customizations.
• F1.2: DarkFab owes professional service activity according to the current state of the art at contract conclusion, not a specific work result (Erfolg). Services are rendered and billed based on time and effort; a work contract within the meaning of § 631 BGB is not owed, and no formal acceptance takes place. The contrary applies only if parties expressly agree in text form on a specific result and acceptance procedure for an individual item.
• F1.3: Description in the offer is decisive for subject matter and scope of performance. Efforts stated there are estimates and not fixed prices, unless expressly agreed otherwise; an effort agreed as a maximum amount does not constitute a guarantee of success.
• F1.4: Manner and mode of service provision, in particular location, time, and personnel deployment, are determined by DarkFab. Services may be rendered remotely insofar as technically/professionally feasible.

F2 Customer Cooperation

• F2.1: The customer provides required information, documents, data, access, and system environments including a suitable test environment, designates contacts with necessary decision-making authority, and provides a suitable workspace for on-site services.
• F2.2: For interface project engineering, the customer grants DarkFab access to third-party systems to be connected as well as required usage rights and licenses. DarkFab owes no service insofar as the operator of a third-party system denies access or its interface is not, incompletely, or faultily documented.
• F2.3: If the customer fails to fulfill cooperation duties in time, agreed periods extend accordingly. Resulting additional effort including waiting times is remunerated according to current hourly rates.
• F2.4: The customer backs up its data completely prior to any intervention by DarkFab; Section E3.3 applies accordingly.
• F2.5: For personnel deployment at customer premises, Sections A7.2 and A7.3 apply accordingly.

F3 Remuneration

• F3.1: Remuneration is based on time and effort according to current hourly rates. DarkFab invoices monthly and attaches proof of activities. Travel and arrival costs, expenses, and travel times are remunerated according to Section E1.4.
• F3.2: If it appears that an estimated effort in the offer will be exceeded by more than ten percent, DarkFab shall inform the customer before continuing work. Additional effort will only be executed and remunerated after prior approval in text form.
• F3.3: Hourly contingents should be called off within 24 months of order placement. Unused hours do not expire; after this period, DarkFab may demand adjustment to then-current hourly rates.
• F3.4: If the customer cancels an agreed training or deployment date, 50 percent of agreed remuneration is payable for cancellations later than 14 calendar days prior to the date, and 100 percent for cancellations later than three business days prior to the date; travel costs already incurred must additionally be reimbursed. The customer reserves the right to prove lower actual expenses.

F4 Service Disruptions / Defective Performance

• F4.1: The customer shall report non-compliant performance immediately in text form and describe it as precisely as possible. If it fails to do so, claims due to defective performance are excluded to the extent legally permissible; claims arising from intent, gross negligence, or injury to life, body, or health are excluded from this limitation.
• F4.2: DarkFab shall repeat the complained performance insofar as possible and meaningful with reasonable effort. Further claims are governed by Sections F5 and E3.
• F4.3: Claims due to defective performance lapse within one year from performance of the respective service. Section E10.2 sentence 3 remains unaffected.

F5 Liability Cap

Within Section E3, liability per damage event is limited to the remuneration of the affected order and overall per contract year to twice this remuneration.

F6 Rights to Work Results

• F6.1: All rights to work results created within service provision remain with DarkFab. This applies in particular to configurations, interfaces, scripts, adaptations, and software developments as well as training and project documentation.
• F6.2: Upon full payment of agreed remuneration, the customer receives a simple, non-exclusive, non-transferable, perpetual right to use work results for its own operational purposes, for software-related work results within the scope of its software usage rights. Editing, transfer, or granting use to third parties is not permitted.
• F6.3: Training and project documentation may be reproduced by the customer exclusively for internal purposes.
• F6.4: DarkFab remains entitled to unrestrictedly use general knowledge acquired during service provision as well as non-customer-specific components of work results.

F7 Term and Termination

• F7.1: An individual order ends upon completion of the ordered service. Services agreed for an indefinite period may be terminated by either party with four weeks' notice to the end of a calendar month; the right to terminate under § 627 BGB is excluded.
• F7.2: The right to extraordinary termination for good cause remains unaffected.
• F7.3: Upon termination, services rendered and expenses incurred up to that point shall be remunerated.