General Terms and Conditions for Installation and Commissioning

[as at 01.10.2026]

G1 Scope of Application, Precedence, and Definitions

G1.1 These conditions apply when DarkFab assembles, commissions, or integrates a system into a production line at the customer's site in accordance with Part A of DarkFab's General Terms and Conditions, Version 1.0, dated September 22, 2026 (GTC). They supplement the GTC, in particular Sections A2, A3, and A7 thereof, and become an integral part of the contract by reference in the offer or order confirmation.

G1.2 In the event of contradictions, these conditions take precedence over the GTC. Individually agreed provisions and the scope of services specification take precedence over both. Otherwise, the GTC apply; their terms and definitions also apply here.

G1.3 In these conditions, the following terms apply:

G2 Scope of Services and Fixed Price Basis

G2.1 The fixed price includes assembly and commissioning to the extent of the IBN Basis. For this purpose, the offer specifically indicates: the number of on-site deployments, person-days per deployment, the included third-party machines with their interfaces, and the number of workpiece variants.

G2.2 The IBN Basis is based on a continuous process without interruptions from the customer's area of responsibility. Prerequisites in particular are assembly readiness pursuant to G4, cooperation pursuant to G3, and process-ready third-party machines pursuant to G5.

G2.3 Services beyond the IBN Basis shall be remunerated pursuant to G7. This does not apply to the extent that they are necessary to remedy defects in DarkFab's performance or for other reasons within DarkFab's area of responsibility.

G2.4 Upon request, the offer may additionally show an IBN reserve as a contingency item, for example for the customer's budget or financing planning. It will only be billed upon call-off and based on actual expenditure.

G2.5 If the offer does not specify an IBN Basis, the fixed price includes assembly and commissioning with up to 160 working hours of DarkFab personnel on site per system. Travel times do not count. Beyond this, G2.3 applies.

G2.6 The system is a custom system. Commissioning includes the optimization of processes, parameters, and cycle times; such adjustments within the IBN Basis do not constitute a breach of duty. Cycle times and process values are only agreed qualities if the functional specification explicitly defines them as binding; otherwise, they are target values.

G3 Customer's Duties to Cooperate

G3.1 In addition to Section A7.1 of the GTC, the customer shall provide in a timely manner and at its own expense:

• a) process-ready third-party machines pursuant to G5.4 including run-in machining programs,
• b) sample parts in serial production quality in the quantity specified per variant in the functional specification, as well as raw parts, clamping devices, and tools,
• c) operating personnel for the third-party machines and competent contact persons of other project participants during commissioning,
• d) network, IT, and remote maintenance access with the required authorizations,
• e) safety clearances and instructions, insofar as they are required for work on the overall system.

G3.2 Prior to the start of assembly, the customer shall designate a project manager and a representative in text form. They are authorized to receive notices from DarkFab, sign activity reports, and declare acceptances. One of them must be reachable on site or by telephone during deployments.

G3.3 Cooperation pursuant to Section A7.1 of the GTC and G3.1 is a contractual duty of the customer. The customer owes it even if performed through other project participants.

G4 Readiness for Assembly

G4.1 The customer shall confirm readiness for assembly in text form using DarkFab's checklist no later than five working days prior to each deployment. The confirmation includes the prerequisites pursuant to Section A7.1 of the GTC, G3.1, and G5.4, insofar as required for the respective deployment.

G4.2 If the confirmation is not received in due time, DarkFab may postpone the deployment. The postponement shall be deemed a cancellation of the deployment date by the customer; Section F3.4 of the GTC applies accordingly. The applicable remuneration is the expenditure of the postponed deployment evaluated according to the applicable billing rates.

G4.3 If it turns out on site that the confirmed readiness for assembly does not exist, the customer shall compensate travel time and expenses as well as waiting times pursuant to G7. DarkFab may abort the deployment in this case. The new date shall be based on DarkFab's deployment planning.

G5 Interfaces and Other Project Participants

G5.1 Coordination of other project participants is the responsibility of the customer. DarkFab owes coordination of the overall system only if explicitly commissioned. Section A8.2 of the GTC remains unaffected.

G5.2 Services, delays, and defects of other project participants lie within the customer's area of responsibility. This also applies to software versions, malfunctions, and safety clearances of third-party machines.

G5.3 The basis of commissioning is the interface description released by all participants, in particular signals, protocols, sequence flows, and handover positions. Upon approval, it becomes binding. Subsequent changes, including those caused by new software versions of third-party machines, are changes in scope pursuant to G8.

G5.4 Work requiring a third-party machine, in particular upstream robot processes, shall only be commenced by DarkFab once the third-party machine is process-ready. It is process-ready when it runs reliably in automatic mode, provides the signals according to the interface description, and manufactures the sample parts in serial production quality. Until then, dependent work shall be suspended; G6 applies.

G5.5 If work already performed must be repeated due to changes or defect rectification on third-party machines, such as re-teaching or adapting programs, it shall be remunerated pursuant to G7.

G6 Obstruction, Interruption, and Standstill

G6.1 If DarkFab cannot continue work or cannot continue work as scheduled due to circumstances within the customer's area of responsibility, DarkFab shall notify the project manager without undue delay in text form (notice of obstruction). The notice shall state cause, start, and affected work. It is unnecessary if the obstruction and its effect are obviously known to the customer.

G6.2 Upon receipt of the notice of obstruction, waiting and standstill times of DarkFab personnel shall be remunerated pursuant to G7.

G6.3 If an obstruction is expected to last longer than four hours, DarkFab may withdraw personnel. Return and renewed travel shall be remunerated by the customer pursuant to G7. After cessation of the obstruction, the customer shall give notice thereof in text form; DarkFab shall resume work at the earliest possible date in its own deployment planning.

G6.4 Agreed deadlines shall be extended by the duration of the obstruction plus a reasonable time for restart and rescheduling of personnel.

G6.5 If assembly or commissioning is suspended for reasons within the customer's area of responsibility for longer than four weeks, DarkFab may invoice services performed up to that point on a pro-rata basis and request dry acceptance pursuant to G9.3.

G7 Additional Expenditure, Activity Reports, and Remuneration

G7.1 Services outside the IBN Basis and additional expenditure under these conditions shall be remunerated on a time-and-materials basis at the applicable billing rates. This includes travel time, travel and incidental expenses, and surcharges. Fault on the part of the customer is not a prerequisite. Further claims under Section A2.4 of the GTC remain unaffected.

G7.2 DarkFab personnel shall maintain daily activity reports and submit them to the project manager for countersignature. Waiting and standstill times shall be shown separately with their cause.

G7.3 If the customer does not raise justified objections in text form within five working days after submission, the activity report shall be deemed accepted. DarkFab shall point out this consequence upon submission.

G7.4 Additional expenditure shall be invoiced independently of acceptance, and monthly for deployments lasting more than one month.

G8 Changes During Assembly and Commissioning

G8.1 Changes in scope require text form pursuant to Section A1.1 of the GTC. DarkFab personnel on site are not authorized to agree on changes in scope; they record requests and forward them to project management.

G8.2 Deviating from G8.1, personnel may perform minor changes involving up to four hours of effort per deployment immediately, provided the project manager countersigns them in the activity report. They shall be remunerated pursuant to G7.

G8.3 Changes in scope specifically include adaptations to modified interfaces, software versions, workpieces, variants, cycle times, or layouts. Their effects on deadlines and the IBN Basis shall be agreed between DarkFab and the customer prior to implementation.

G9 Acceptance

G9.1 The functional specification sets out separate criteria for dry acceptance (solo criteria) and overall acceptance (overall criteria). If solo criteria are missing, the following shall apply as such: approaching all axes and teach positions, execution of all programs with simulated interface signals, functioning of safety devices within DarkFab's scope of delivery, and, where sample parts are available, their handling.

G9.2 Upon completion of commissioning, DarkFab shall issue the completion notice and set a deadline for overall acceptance. A period of two weeks from receipt of the completion notice shall be deemed reasonable within the meaning of Section A3.2 of the GTC.

G9.3 The parties shall conduct dry acceptance without undue delay if overall acceptance cannot take place for reasons outside DarkFab's area of responsibility:

• a) cannot take place within the deadline under G9.2,
• b) fails or is refused by the customer, in particular due to third-party machines, other project participants, missing media, or missing or defective sample parts, or
• c) is suspended pursuant to G6.5.

DarkFab may demand dry acceptance in these cases.

G9.4 If the system meets the solo criteria, dry acceptance shall be deemed acceptance of DarkFab's performance within the meaning of Section A3 of the GTC. The final invoice becomes due, risk passes, and the warranty period pursuant to Section A4.2 of the GTC begins. The customer's rights in respect of defects remain unaffected; minor defects do not prevent acceptance.

G9.5 If the customer does not participate in dry acceptance or refuses it without stating at least one defect related to the solo criteria in text form within one week, performance shall be deemed accepted. Section A3.2 sentence 2 of the GTC on operational use remains unaffected.

G9.6 Acceptance shall be deemed to have taken place no later than upon productive operation. Productive operation exists as soon as the customer manufactures parts for its business operations using the system or individual stations, including in manual or partial operation. Acceptance shall be deemed to have taken place two weeks after the start of productive operation unless the customer notifies a defect in text form within this period that significantly impairs productive operation. Other notified defects shall be recorded as reservations and remedied pursuant to Section A4 of the GTC; the warranty period pursuant to Section A4.2 of the GTC shall start nonetheless.

G10 Services After Acceptance

G10.1 Upon overall acceptance or dry acceptance, assembly and commissioning services under the fixed-price contract are fulfilled. Further deployments constitute separate orders pursuant to Part F of the GTC and shall be remunerated pursuant to G7. This applies in particular to establishing or repeating interlinked operation, adaptations to third-party machines, and accompanying a later overall acceptance.

G10.2 If a deployment is based on a defect in DarkFab's performance, DarkFab shall perform supplementary performance free of charge pursuant to Section A4 of the GTC. Section A4.5 of the GTC applies.

G10.3 DarkFab shall preferably perform services pursuant to G10.1 via remote access, insofar as technically feasible.

G10.4 DarkFab shall document a later overall acceptance after successful dry acceptance upon the customer's request. It does not alter the transfer of risk or deadlines.

G11 Personnel, Working Hours, and Liability

G11.1 Sections A7.2 and A7.3 of the GTC apply to occupational safety, instruction, and the right to issue directives.

G11.2 Deployments generally take place Monday through Friday. Work on weekends, public holidays, or at night shall take place only after agreement and shall be remunerated with the surcharges of the billing rates. They are included in the fixed price only to the extent indicated by the IBN Basis.

G11.3 Sections A6 and E3 apply to liability, and otherwise Part E of the GTC, subject to the following provisions.

G11.4 Delivery and completion dates are binding only if explicitly agreed as binding.

G11.5 If DarkFab defaults on a binding deadline, the customer may claim liquidated damages for delay of 0.5% of the contract value for each completed week, up to a maximum total of 5% of the contract value. This settles all claims due to delay, in particular costs and additional expenditure of other project participants, loss of production, and contractual penalties of the customer toward third parties. DarkFab reserves the right to prove that no damage or lesser damage occurred. The customer's right to rescind the contract after the unsuccessful expiration of a reasonable grace period remains unaffected.

G11.6 The limitations under G11.5 do not apply in cases under Section E3.1 of the GTC, in particular in cases of intent and gross negligence.