Of FieldBots GmbH as of 21st July 2022
§ 1 Scope of application
- These General Terms and Conditions relate exclusively to FieldBots and the related business of licensing software, buying of robots, add-ons, consumables and wear materials, consulting, training, and development services.
- These Terms and Conditions apply exclusively to transactions with businesses, legal entities organised under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Conditions specified by the buyer that are in opposition to or deviating from our Terms and Conditions are only recognized by us if we expressly agree to their applicability in writing.
- These Terms and Conditions also apply to all future business transactions with the buyer insofar as those transactions are legally similar in nature.
- Any individual agreements made with the buyer (including additional or supplementary agreements or amendments to these terms) shall always take precedence over these Terms and Conditions. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be authoritative for the content of such agreements.
§ 2 Performance
- The licensing of the FieldBots Cloud and apps and other services is offered as an annual flat rate per robot. This includes the operation of the Cloud and apps, technical support for the technical contact person designated by you, and the accessories, consumables and wear materials listed in the online price list.
- In the FieldBots Cloud, additional service robots can be purchased in an internal shop under the conditions shown there and according to the price stated in the online price list.
- Unless otherwise stated in offers for consulting projects, training courses or development services, quotations calculated on person days are also the performance of a work according to Section 631 of the German Civil Code (BGB). Person days mentioned are only internal estimates for information. In any case, we assume the risk of the defect-free work and calculate the stated amount regardless of the actual number of person days required without further evidence. After written approval by the buyer, the detailed requirements document or descriptions of individual functions (“user stories”), which are to be drawn up by us as part of the contract, will replace the service description in the quotation.
- All documents such as requirement documents, function descriptions, and documentation are written by us exclusively in English.
- We use subcontractors for the performance of the work. In particular, but not exclusively, Feil, Feil & Feil GmbH and FFUF Manila Inc. (Philippines). At the buyer’s written request, we will disclose all other subcontractors involved.
§ 3 Offer and conclusion of contract
If an order can be regarded as an offer pursuant to Section 145 of the German Civil Code (BGB), we may accept it within two weeks.
§ 4 Documents provided
We reserve ownership and copyright of all documents provided to the buyer in connection with the placing of the order – also in electronic form – such as, for example, instructions, training materials, documentation, calculations, concepts, etc. These documents and records must not be made accessible to a third party unless we grant our explicit permission in written form to the buyer. If we do not accept the buyer’s offer within the time limit of Section 2, these documents must be returned to us immediately.
§ 5 Pricing and payment
- Unless otherwise agreed upon in writing, our prices are plus VAT at the applicable rate.Die Zahlung von Lizenzen und Kaufpreisen hat ausschließlich auf die im Angebot und Rechnungen genannten Konten zu erfolgen. Der Abzug von Skonto ist nur bei schriftlicher besonderer Vereinbarung zulässig.
- Payment of the licenses and purchase prices has to be made exclusively to the accounts stated in the quotation and invoices. A discount is only allowed if this is agreed to specifically and in writing.
- Invoices must be paid within 10 days strictly net. Default interest shall be calculated in the amount of 8% above the relevant annual base rate. The right to claim higher damages for late payment remains reserved.
- Licenses are billed at the end of the month. Unless otherwise specified, these will be used for an indefinite period of time for a period of at least 1 year. Both we and the buyer have the right to cancel further services 3 months in advance before the end of the year.
- In the case of project orders and unless otherwise agreed upon in writing, 30% of the purchase price of each order item is due when the order is confirmed before the start of work, a total of 90% of each order item when the work is handed over and the remaining 10% when the work is accepted in writing by the buyer.
§ 6 Right of retention
The buyer has only the right to exercise a lien insofar as their counterclaim is based on the same contractual relationship.
§ 7 Delivery period
- The beginning of the delivery period as indicated by us requires the prompt and proper fulfilment of the obligations on the part of the buyer. The objection of the unfulfilled contract remains reserved.
- If the buyer is in default of accepting delivery or if they knowingly infringe other obligations to cooperate, we reserve the right to demand adequate compensation for any and all damages resulting, including any additional expenditure. A default occurs if the service is rejected without no reason and not reported in writing within 3 weeks after the delivery of the service. Further claims remain reserved. If the above requirements are met, the risk of accidental loss or deterioration of the delivered item is transferred to the buyer at the moment in which the acceptance or payment of the item is delayed.
§ 8 Reservation of ownership
- We reserve ownership of the delivered goods until all claims from the delivery contract are paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the goods if the buyer breaches these terms.
- For as long as the ownership has not been transferred, the buyer must immediately inform us in writing if the supplied work is seized or subject to any other actions by third parties. If the third party is unable to reimburse us for the costs of the action incurred both in and out of court in accordance with Section 771 of the Civil Process Order (ZPO), the buyer shall be responsible for our losses.
- The buyer is entitled to resell the reserved goods in the normal course of business. The buyer assigns to us any claims by the new owner arising from the resale of the goods in the amount of the mutually agreed final invoice amount (including VAT). This assignment shall apply regardless of whether the purchased goods have been resold before or after being processed. The buyer remains authorized to collect the claim, even after assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim if the buyer fulfills their payment obligations ensuing from the collected revenue, is not in default of payment, and in particular has not suspended payments or filed a petition in bankruptcy.
- We undertake to release the securities we are entitled to at the buyer’s request if their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty, notice of defect as well as recourse/manufacturer’s recourse
- For the buyer to have warranty rights, the Buyer must have duly satisfied their duty to examine and object to defects under Section 377 of the German Commercial Code (HGB).
- Claims for defects expire 12 months after delivery of the work supplied by us. The statutory period of limitation applies to claims for damages in the event of intent and gross negligence, as well as injury to life, body, and health caused by an intentional or negligent breach of obligation on the part of the user.
- If, despite all due care, the delivered product or work shows a defect, we must always be given the opportunity for subsequent performance within a reasonable period of time. Claims for recourse are not affected by the above provision, without exception.
- Claims for defects will not be substantiated in the case of only insignificant deviations from the agreed quality and/or only insignificant impairment of usability. The same applies to incompatibilities with other hardware or software, the compatibility of which is not part of the service description. This applies in particular to new versions of hardware and software from third parties that were not yet released at the time of the quotation. If improper repairs or modifications are made by the buyer or third parties, no defect claims can be made for these or for any damages resulting from these.
- Any recourse claims on the part of the buyer against us shall exist only to the extent that the buyer has not entered into any agreements with their customers going beyond the mandatory statutory claims based on defects. The scope of recourse claims by the buyer against the supplier is further regulated by Section 5.
§ 10 Miscellaneous
- This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany, under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is Ludwigsburg unless otherwise stated in the order confirmation.
- All agreements entered into by the parties for the purpose of fulfilling this contract are set forth in this contract in writing.