General Terms and Conditions for the Sale of Measuring/Robotic Systems/Inspection Systems General Terms and Conditions of Battenberg Robotic GmbH & Co. KG

Content

Scope
Contractual bases
Conclusion of the contract
Changes to the order
Prices and terms of payment
Reservation of title
Cooperation of the customer
Completion and inspection, demonstration of operational readiness
Rights of use of the products and services
Special conditions for maintenance services
Liability for defects (guarantee)/Gewährleistung
Liability
Force majeure
Limitation
Confidentiality
Retention/Assignment
Applicable law, place of jurisdiction

Scope‍
1. These general terms and conditions of ROBOTIC GmbH & Co. KG (hereinafter referred to as “Battenberg”) shall apply to all contracts between Battenberg and companies (hereinafter referred to as “customer”) for the manufacture, delivery and/or installation of individual measuring robotic systems, testing systems according to customer specifications, the manufacture, delivery and/or installation of standard measuring robotic systems and/or external testing and certification of production parts (hereinafter referred to as services). The inclusion of the customer's own terms and conditions is hereby objected to, unless otherwise agreed.
2. These General Terms and Conditions shall also apply exclusively if Battenberg is aware of conflicting or deviating customer conditions and carries out the delivery to the customer without special reservation.
3. An entrepreneur within the meaning of these General Terms and Conditions of Sale is a natural or legal person or a partnership with legal capacity that acts in the course of a legal transaction in the exercise of its commercial or independent professional activity.
‍Contractual bases‍
1. In the event of contradictions, the bases of a contract in accordance with clause 1 are in the following order of priority:
  1. the written offer from Battenberg, as well as changes and additions to the contract agreed in writing,
  2. the specifications of Battenberg, insofar as these have been created and signed by the customer,
  3. these General Terms and Conditions of Battenberg,
  4. the customer's factory standards, insofar as their validity has been explicitly agreed in writing and insofar as they relate to the technology and specification of the measuring robot,
  5. the customer's general terms and conditions, insofar as their validity has been explicitly agreed in writing,
  6. the relevant DIN standards. DIN EN ISO 9001.‍
Conclusion of the contract‍
1. Offers from Battenberg are valid for a period of 30 days from the date of the offer.
2. The contract is only concluded after written confirmation of the order by Battenberg and the signing of the specifications by the customer, insofar as a set of specifications is created by Battenberg.
‍Changes to the order‍
1. If the contractual services are subsequently changed by mutual agreement between the parties, Battenberg is entitled to a reasonable additional fee for the changed or additional services based on the pricing principles of the original order.
2. Insofar as the bases for determining the prices for the changed or additional services cannot be determined, Battenberg will determine the additional remuneration at its reasonable discretion.‍
Prices and terms of payment‍
1. The prices offered for Battenberg services are net prices plus the statutory German sales tax applicable at the time of performance. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies will be charged and shown separately by Battenberg.
2. The remuneration for the delivery of products is due upon delivery. Remuneration for expenses is due monthly in arrears. In these cases, Battenberg shall submit a work report. Project-related remuneration is due after a successful inspection in accordance with Section 8.4 or after demonstrating operational readiness (see Section 8.5). Due invoices are to be paid within 14 days of the invoice date.
3. A payment is deemed to have been received as soon as the equivalent value has been credited to one of Battenberg's accounts. In the event of default in payment, Battenberg is entitled to claim default interest in the amount of 8 percentage points above the respective base interest rate of the European Central Bank. The other statutory rights in the event of default in payment by the customer remain unaffected. If claims are overdue, incoming payments are first credited against any costs and interest, and then against the oldest claim.
4. Should unforeseeable cost increases occur (e.g. unexpected price increases by suppliers, printers or event venues, etc.), Battenberg is entitled to pass the price increase on to the customer. However, this only applies if delivery is to take place more than four months after the conclusion of the contract as agreed.
‍Reservation of title‍
1. Battenberg retains ownership of the goods delivered until all claims arising from an ongoing business relationship have been settled in full.
2. If the goods delivered are processed, Battenberg is deemed to be the manufacturer and acquires ownership of the newly created goods. If the goods are processed together with other materials, Battenberg acquires ownership in the ratio of the invoice values of its goods to those of the other materials. If, in the event of the combination or mixing of Battenberg's goods with an item belonging to the customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to Battenberg in the ratio of the invoice value of Battenberg's goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian.
3. The customer may neither pledge nor assign as security any items subject to retention of title or title. The customer is only entitled to resell the reserved goods in the ordinary course of business. The customer assigns to Battenberg in advance all claims against third parties arising from this in the amount of the respective invoice value (including value added tax). This assignment applies regardless of whether the reserved goods have been resold without or after processing. The customer remains authorized to collect the claims even after the assignment. The authority of Battenberg to collect the claims itself remains unaffected. However, Battenberg will not collect the claims as long as the customer meets its payment obligations to Battenberg, is not in default of payment and no application for the opening of insolvency proceedings has been filed.
4. The customer must immediately notify Battenberg of any access to the goods owned or co-owned by Battenberg or to the assigned claims. He must immediately transfer to Battenberg the amounts collected by him that have been assigned to Battenberg, insofar as their claim is due.
5. Insofar as the value of Battenberg's security interests exceeds the amount of the secured claims by more than 10%, Battenberg will release a corresponding share of the security interests at the customer's request.‍
Cooperation of the customer‍
1. If the customer's cooperation is required for the provision of the services and the customer does not properly cooperate, the customer shall reimburse Battenberg for all additional costs incurred as a result. Battenberg shall not be liable for delays resulting from the customer's failure to properly cooperate.‍
Completion and inspection, demonstration of operational readiness‍
1. If, in addition to the delivery of goods, Battenberg is also responsible for the assembly or installation of the goods at the customer's premises and, if applicable, for the corresponding inspection measures, the following applies:
2. Battenberg shall provide its services at its discretion either in person or through qualified personnel selected by it. In doing so, Battenberg can also use the services of third parties (subcontractors) who work on its behalf.
3. Battenberg shall contact the customer after the contract has been concluded in order to agree a date for the performance owed. The customer shall ensure that Battenberg or the personnel commissioned by it have access to the relevant facilities of the customer at the agreed time.
4. The risk of accidental loss and accidental deterioration of the goods sold shall not pass to the customer until successful demonstration of operational readiness in accordance with Section 8.5.
5. After the test system has been completed or provided by Battenberg, the measuring accuracy of the test system (measuring equipment capability) is checked and certified on the basis of the production parts to be provided by the customer in accordance with the contract, which are ready for series production (SOP capable), at the premises of Battenberg and in the presence of the customer, on the basis of the Battenberg calibration standard for measuring robotics. The calibration standard is part of the contractual performance targets. The test system is deemed to be in accordance with the contract and free of defects if it is capable of measurement. If Battenberg produces a test system based on sample parts, the SOP-capable production parts to be provided by the customer must correspond exactly to the sample parts. The inspection is deemed to have been successful when the certified measuring equipment capability of the inspection system has been provided and the protocol that the measuring robot meets the agreed inspection specifications has been handed over. SOP-capable production parts must be provided; if they are not provided by the agreed date, commissioning will be delayed; the invoice is due immediately.
6. After the inspection, the test system is put into operation, if agreed. The self-test is carried out at the contractually agreed delivery address using the SOP-capable production parts to be provided by the customer on the basis of the Battenberg calibration standard for measuring robots. Battenberg is not liable for transport damage to the test system or material-related change processes to which the SOP-capable production parts provided by the customer (such as plastic parts) are subjected. The customer is responsible for proving that a defect in the test system is not due to transport damage or changes to the production parts. If the repetition of the test in accordance with Section 8.4 shows that the test system is running correctly for its intended purpose in the customer's operation (process capability), the demonstration of operational readiness for the test system is deemed to have been successful. Battenberg will certify the process capability and successful demonstration.
7. If the customer moves the test system to another location after it has been put into operation and its readiness for operation has been demonstrated in accordance with Section 8.5, a new self-test with the involvement of Battenberg can only be commissioned separately and for a fee. The fulfillment of the original contract remains unaffected by this.
8. Battenberg shall provide the documentation for the test systems in German at the time of the successful demonstration of operational readiness in accordance with Section 8.5 in digital form.‍
Rights of use of the products and services‍
1. Battenberg reserves all property rights and rights of use with regard to its intellectual property in its services, including those of the supplied software. The customer may only use the supplied software within the framework of a separately concluded license agreement and against payment of the agreed license fee.
2. Battenberg is only obliged to disclose the source code of the software if this has been agreed in the license agreement and only in accordance with the license agreement. In this case, all property rights and rights of use remain with Battenberg, with the exception of the rights explicitly transferred under the license agreement.‍
Special conditions for maintenance services‍
1. If Battenberg owes additional maintenance services after successfully demonstrating operational readiness, the following shall apply:
2. Maintenance and changes to Battenberg services may only be carried out by Battenberg or by subcontractors used by Battenberg. If the customer carries out such work itself in contravention of sentence 1 and faults subsequently occur, the customer must prove that these faults or damage are not attributable to the work carried out in contravention of the contract. Furthermore, the certification of the measuring equipment capability shall lapse. The customer can only commission a new certification separately and at its own expense.
3. Maintenance services shall be provided at the registered office of Battenberg or, if necessary, at the customer's premises, after the order confirmation has been issued.
4. The customer shall provide Battenberg with all the information necessary for the maintenance of the services, insofar as their procurement does not fall within the scope of Battenberg's obligations under the contract. In particular, the customer must provide Battenberg with a comprehensive description of the defect and all the circumstances that may have caused the defect found.
5. Unless otherwise agreed, the customer must send the item to be repaired to Battenberg's registered office at his own expense and risk. Battenberg recommends that the customer takes out transport insurance for this. Furthermore, Battenberg recommends that the customer sends the item in suitable transport packaging to reduce the risk of transport damage and to conceal the contents of the packaging. Battenberg will inform the customer immediately of any obvious transport damage so that the customer can assert any rights against the carrier.
6. The customer shall bear the costs of returning the goods. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the goods are handed over to a suitable transport person at Battenberg's place of business. At the customer's request and expense, Battenberg will take out transport insurance for the goods.
7. The above provisions do not limit the statutory rights of the customer in the event of the purchase of goods from Battenberg in accordance with Section 11.
8. Battenberg is liable for defects in the repair services provided in accordance with Section 11.
9. The remuneration for maintenance services is paid by the customer after the order confirmation and the signed work report.‍
Liability for defects (guarantee)/Gewährleistung‍
1. In the event of material defects and defects of title in the services of Battenberg, the latter shall be liable as follows.
  - Battenberg has the choice of the type of subsequent performance.
  - For new goods, the limitation period for defects is one year from the demonstration of operational readiness or, if this is not owed, from delivery of the goods.
  - For used goods, rights and claims for defects are excluded.
  - The limitation period does not recommence if a replacement delivery or repair is made under the warranty for defects.
2. The above limitations of liability and reductions in time limits do not apply
  - for claims for damages and reimbursement of expenses by the customer,
  - in the event that Battenberg has fraudulently concealed the defect.
3. Claims for defects do not extend to services that the customer or a third party modifies without the consent of Battenberg. This does not apply if the customer can prove that this modification was not the cause of the reported defect . Furthermore, claims for defects do not extend to software that the customer does not use in the agreed system environment, unless the customer proves that this use was not the cause of the reported defect.
4. In addition, the statutory limitation periods for any existing statutory right of recourse remain unaffected.
5. If Battenberg takes action as a result of a defect report from the customer and it turns out after examination that there was no defect for which Battenberg was responsible, the customer is obliged to reimburse Battenberg for the costs incurred in accordance with the Battenberg price list.‍
Liability‍
1. Unless otherwise agreed, Battenberg shall be liable to the customer as follows for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses:
  1. Battenberg shall be liable without limitation for any legal reason
    - in the event of intent or gross negligence,
    - in the event of intentional or negligent injury to life, limb or health,
    - due to a guarantee promise, unless otherwise regulated,
    - due to mandatory liability, such as under the Product Liability Act.
  2. If Battenberg negligently breaches an essential contractual obligation, the liability is limited to the contractually typical, foreseeable damage, unless unlimited liability applies in accordance with the above clause. Essential contractual obligations are obligations that the contract imposes on Battenberg in accordance with its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.
  3. Any further liability of Battenberg is excluded.
  4. The above liability provisions also apply with regard to the liability of Battenberg for its agents and legal representatives.
  5. If the customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the commercial duty to examine and give notice of defects applies in accordance with Section 377 of the German Commercial Code (HGB). If the customer fails to comply with the duties of notification regulated therein, the goods shall be deemed to have been approved.
‍Force majeure‍
1. In the event of force majeure affecting the performance of the contract, Battenberg is entitled to postpone the delivery of products and services for the duration of the hindrance and to withdraw from the contract in whole or in part in the event of long-term delays, without any claims being able to be derived against Battenberg as a result.
2. Force majeure includes all events that are unforeseeable for Battenberg or those that, even if they were foreseeable, are beyond the control of Battenberg and whose effects on the performance of the contract cannot be prevented by reasonable efforts on the part of Battenberg. Any statutory claims of the customer remain unaffected.‍
Limitation‍
1. Customer´s claims against Battenberg shall become time-barred – with the exception of claims under Section 11 – one year after knowledge of the facts on which the claim is based, but no later than five years after the service has been provided, unless there is unlimited liability in accordance with the above section.‍
Confidentiality‍
1. The parties are obliged to treat as confidential all confidential information, business and trade secrets obtained within the framework of the contractual relationship, in particular not to pass them on to unauthorized third parties or to use them for purposes other than those contractually agreed. However, the above confidentiality obligation does not restrict Battenberg from using persons working for it who have had access to confidential information in other projects.
2. Confidential information is information that a reasonable third party would consider worthy of protection or that is marked as confidential; this may also be information that becomes known during an oral presentation or discussion. Confidential information may only be used or utilized for the purpose of fulfilling the obligations under the contract. The confidentiality obligation does not apply to information that is already legally known to the parties or becomes known outside of the contract without violating a confidentiality obligation.‍
Retention/Assignment‍
1. The customer has no rights of retention or rights to refuse performance unless Battenberg does not dispute the underlying counterclaims or these have been finally and conclusively established.
2. The customer may not assign claims arising from the contract concluded with the customer, in particular any claims for defects by the customer.‍
Applicable law, place of jurisdiction‍
1. The law of the Federal Republic of Germany applies to all legal relationships between Battenberg and the customer, excluding the laws on the international purchase of movable goods.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is Marburg. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or usual place of residence is not known at the time of the commencement of proceedings. The right to also appeal to the court at another legal place of jurisdiction remains unaffected.
3. The contract language is German. in the event of inconsistencies between the german and english versions, only the german version shall apply
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As at: December 2024