General Terms and Conditions for
Virtual Engineering Services of Bosch Rexroth AG
Version: 11.02.2019
These General Terms and Conditions apply to the provision of Virtual Engineering Services in the field of simulation to thecustomer (hereinafter: "Customer") by Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr a. Main, www.boschrexroth.de(hereinafter: "Provider"). The Customer intends to implement the work results provided for use by the Provider and, if applicable,
any simulation models provided for use, for the designing, dimensioning and validation of specific components and systems, toconduct system simulations and/or for other contractually agreed usages for the Customer’s own business operations. Separate
terms and conditions shall apply to other types of work and services and/or provision of simulation models for use. Standard
business terms and conditions of the Customer shall not apply, those terms and conditions are explicitly objected. This shallapply even if, in connection with a purchase order or in other documents of the Customer, reference is made to the Customer’s
standard business terms and conditions and in this case, the Provider does not explicitly object to them again.
1.
1.1.

Definitions

Affiliated Enterprise: Every legal entity which iscontrolled by the Customer, which controls the
Customer or which is jointly-controlled together with a
Customer. Control is deemed to exist where morethan fifty percent (50 %) of the capital shares or voting
rights is held or where the corporate management andpolicy are controlled either directly or indirectly on thebasis of capital shares, by virtue of agreements or in
any other way.

1.2.

Backup Copy: A copy of a simulation model which is
produced in case the original model is damaged or
inadvertently deleted.

1.3.

Black-Box-Modell: A simulation model in respect ofwhich the Customer is only granted access to selectedparameters and variables. The functioning, model
structure and equations are hidden.

1.4.

Bugfix: Error correction.

1.5.

Commencement of License: Upon provision of work
results and/or simulation models.

1.6.

Component Model: A simulation model that maps aproduct from the Provider’s product range with its
typical behavior. Component Models can, if
applicable, also map other components of a customer
system in accordance with customer specifications.

1.7.

Confidential Information: Simulation models and Work
Results including the source code (with the exceptionof Open Source Software components) and theDocumentation and the information included in Work
Results, Models and Documentation and othermaterials or information otherwise communicatedwhich is/are marked by the Provider as being“confidential” or which is/are otherwise to beconsidered as confidential.

1.8.

Documentation: All the information required to be able
to work with the Work Results and Models as
intended.

1.9.

FOSS: Open Source Software and third party
software under a royalty-free license.

1.13. Patch: A correction supplied to close security gaps orremedy errors including add-ons of functions.
1.14. Standard Simulation Model: A simulation model
developed for a non-specific group of Customers, if
applicable, parameterized to Customer specifications,i.e. any simulation model not covered by sub-sec.
1.11. (For the distinction see: Individual Simulation
Model).
1.15. Underlicensing: Use of the simulation model in amanner exceeding the agreed scope and type of use
agreed.
1.16. Update: A new version of the Models containing
improvements to the program or new and/or changed
functionalities.
1.17. Upgrade: Renewal of the Models version withconsiderably expanded function.
1.18. Virtual Engineering Services: All types of work andservices to support the development of components
and systems by means of virtual methods and todevelop virtual products or parts of products.
1.19. Workaround: A procedure circumventing a known
malfunction of the simulation model.
1.20. Work Results: All the works created individually for the
Customer by the Provider which document theperformance and result of the Virtual Engineering
Services (e.g. simulation reports, simulation results)
excluding the (individual) simulation models.
2.
2.1.

The subject matter of these General Terms andConditions is the performance of Virtual Engineering
Services. These Virtual Engineering Services can
include the production and provision for use by theProvider of individual simulation models for an
unlimited period of time (hereinafter collectively:"Performance"). The Customer and the Provider shallagree on the details of rendering the Performance,
e.g. Performance targets, subject matter, scope,
content, locations, underlying factual and technicalconditions, in a separate document. In this connection
the parties shall specify in particular whether therespective subject matter is performance of a work orservice. All the quotations of the Provider shall be nonbinding unless otherwise explicitly specified in thequotation.

2.2.

The Individual Simulation Models owed partially
include Standard Simulation Models (hereinaftercollectively: "Model"). The Model shall always be

1.10. Generic Model: A general simulation model thecharacteristics of which are specified by adjustableparameters.
1.11. Individual Simulation Model: A simulation model thatis developed or adapted for a specific Customer (fordistinction: see Standard Simulation Model).
1.12. License Type: Determines the scope of use of thesimulation models and the number of users, see subsec. 6.5.

Performance

General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
regarded as a whole and individual part models may
not be extracted from the whole and used separately.
If part models are used separately, a separate license
agreement must be concluded in this respect.
2.3.

2.4.

2.5.

2.6.

The Work Results and Models shall support theCustomer in designing, dimensioning and validating
its components and systems in its own business
operations, however without undertaking a technicalexamination of the result or verifying that thecalculation is correct. This shall be undertaken by the
Customer. Compliance with the limits of the technicalimplementation of the mapped products by the Models
will not be verified either. Simulation models always
constitute a simplification of reality. It is not possible towarrant the correct nature of the Work Results orModels or, in particular, the agreement of simulation
results with measurement data.
The Models shall be provided for use for the purposeof conducting a system simulation and/or for
implementing the Models for other purposes agreed
by contract. The Models can be individual Component
Models or system models consisting of Component
Models and Generic Models. The documentation of
the Models contains an overview of the functionalities
and system requirements of the Models.
The information and graphical representations stored
in the Work Results, Models and the Documentation
solely serve to describe the respective products andlose their validity when the products illustrated thereor the corresponding technical Documentation are/ischanged, at the latest, however, when a new versionof the Work Result or Model is released or in thecontext of an Update, Upgrade, Patch or Bugfix. The
information and graphical representations stored in
the Work Results, Models and in the Documentation
are not intended for solely design or development
purposes and cannot be transposed to components ofthe same or a similar construction of othermanufacturers.
The Models comprise the Model files and thecorresponding documentation and, if applicable,
instructions on embedding the Models in a simulation
environment. The source code of the Models does notform part of the subject matter of the contract unlessotherwise contractually agreed and subject to subsec. 2.7.

2.7.

The Models can possibly contain FOSS. The
Customer will be provided with an up-to-date list of the
FOSS contained and of the FOSS license terms
respectively applicable on request prior to entering
into the contract or when the Models are delivered at
the latest.

2.8.

Insofar as software products of third party providers
which are not covered by FOSS are also provided
together with the Models, such products may solely be
used in connection with the Models. Special terms andconditions of use can possibly apply in this respect
which the Customer will be advised of in an
appropriate form.

2.9.

Insofar as the Models have been created with the helpof software products of third party providers, special
license terms possibly apply which are set forth in theDocumentation and which the Customer will be
provided with on request.

2.10. The Provider has the right to take technical measures
to protect the Models against any unauthorized use,e.g. by means of program locks. The Customer may
not remove such protective mechanisms from theModels or work around them. It can be necessary toapply for a license key to activate the Models if thesoftware and/or hardware environment is changed.
3.

Rendering Performance, Delivery, Dates

3.1.

Solely the Provider is responsible for organizing therendering of Performance and solely the Provider has
the right to give its employees instructions. This also
applies if Performance is rendered on the premises of
the Customer.

3.2.

The Provider has the right to engage subcontractors
at any time to render Performance. The Provider shalladvise the Customer hereof in advance.

3.3.

Delivery and Performance dates indicated by theProvider shall only be considered binding if they havebeen explicitly specified as being binding by theProvider in writing in advance.

3.4.

The precondition for the commencement of andadherence to agreed dates for Performance is thefulfilment of the collaboration obligations, in particular
the punctual receipt of all documents, approvals,
examinations, releases to be supplied by the
Customer, compliance with the terms of payment
agreed, in particular with advance payments agreed.
Further collaboration acts are agreed in section 8.
Dates that have been agreed shall be extended
accordingly in the event of non-compliance with thecollaboration obligations. The period of extension
shall be calculated on the basis of the duration of thedelay of the non-contractual collaboration or
information and of any other time-related effects
ensuing therefrom, (e.g. taking account of thenecessary start-up time).

3.5.

If non-compliance with the dates for Performance isdue to force majeure or to other events for which theProvider is not responsible, e.g. shortage of material,war, terrorist attacks, import and export restrictions,
governmental orders, then the agreed time periods for
Performance shall be reasonably extended by the
duration of the impediment. This shall also apply toindustrial action affecting the Provider.

3.6.

If the Provider is in default pursuant to these contract
terms, the Customer may, at the request of theProvider, declare within a reasonable period of time,
whether the Customer insists on having Performance
rendered or whether the Customer asserts its otherstatutory rights in accordance with secs. 9 and 13. The
following applies to this:

3.7.

Page 2 of 8a.)

The Customer may only give notice oftermination of the contract in accordance withthe provisions of statute if and to the extent that
the Provider is accountable for the delay.

b.)

If the Provider is in default of Performance forreasons which the Provider is accountable for,the Customer may claim a compensation for theproven damage occurred. Further claims fordamages by the Customer are excluded to theextent set forth in section 13 in all cases ofdelayed Performance, even after expiry of an
extended time period set for the Provider.

Except insofar as otherwise explicitly agreed, theProvider has the right to transmit the Work Results to
the Customer by means of electronic transmission. If

General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
Performance is shipped, the delivery and prices shallbe deemed to be FCA place of dispatch of Provider(Incoterms® 2010).
3.8.

3.9.

If applicable and unless otherwise agreed, the Models
shall be delivered in the version which is current at thetime of delivery. The delivery and passing of risk of theModels shall be effected at the Provider’s election
and, unless otherwise agreed, either by virtue oftransmission by e-mail or by virtue of making theModels available as a download and transmitting theinformation necessary for the download.
Sub-secs. 3.7. and 3.8. shall apply accordingly in theevent of supplies in connection with supplementary
performance pursuant to sub-sec. 11.9.
4.

4.1.

4.2.

If the change request requires a detailed examinationby the Provider, the Provider shall inform theCustomer of the estimated duration and costs of thisdetailed examination, the preliminary assessment of
the prospects of realization and, if possible, theapproximate impacts on the contract, in particular on
dates and on the agreed remuneration.

4.3.

The Customer shall bear the expenses accruing as aresult of the change procedure including, in particular,
examining the change request, preparing a change
proposal, implementation of the change and any
downtimes.

4.4.

During the course of the procedure to change
Performance, the Provider shall continue to render the
Performance forming the subject matter of thecontract without change unless the Customer instructs
the Provider in writing that the work shall be
discontinued or restricted pending a decision on thechange to Performance or the parties reach aseparate agreement on a detailed examination of thechange request or on the change request itself.

4.5.

If no agreement is reached or if the change procedureends for a different reason, then the original scope of
Performance shall remain unchanged. A change to
Performance shall be documented by the parties inwriting.

5.1.

5.2.

5.3.

Rights of Use

6.1.

Upon Commencement of the License, the Customer
shall receive a non-exclusive right of use, unlimited as
to time, to use the Work Results for the purpose
indicated in the Preamble. The Customer has the rightto reproduce and process the Work Results, totransfer them to other forms of presentation and tootherwise change, continue and supplement them. In
this respect the provisions of sub-secs. 11.6.d. and13.3 shall apply.

6.2.

Upon Commencement of the License, the Customer
is granted a non-exclusive right of use, unlimited as totime, to use the Models for the purpose indicated in
the Preamble and in accordance with the provisions of
this document and in compliance with the
documentation. In this connection the Customer has
the right to import the Models into its simulation
environment and to use them in a system simulation
for designing, dimensioning and validating its
components and systems and other contractuallyagreed usages. The provision for use shall be whollyor partially as a Black-Box Model. The Customer may
transfer the Models from one device (target hardware)or workplace to another device (target hardware) or toanother workplace if it is ensured at all times that theModels can only be used in accordance with the scopeagreed for the respective license model.

6.3.

Duplications of the Models are only permitted insofar
as this is necessary for the contractual use. The
Customer may make Backup Copies of the Models inaccordance with the state of the art to the extent
necessary. Backup Copies shall be marked as suchand marked with the copyright notice of the original
Models insofar as this is possible. The use of the
Backup Copy is only permitted if the copy of theModels originally provided by the Provider has
deteriorated or perished. The Customer is also subject
to these Terms and Conditions in respect of the use of
the Backup Copy. Section 10 shall apply upon returnof the Models.

6.4.

The use of Work Results and, if applicable, of theModels is only permitted in the countries of destinationagreed. In the absence of an explicit agreement, thisis the country in which the Customer has its
administrative headquarter.

6.5.

The Provider distinguishes between the following
License Types, the details of which derive from thecircumstances at the time of conclusion of thecontract. In case no special License Type results fromthe circumstances at the time of conclusion of thecontract, a corporate license is granted.

Acceptance Procedure for Work

Within two (2) weeks of receipt of the Provider’swritten request for acceptance and provision of the
Performance, the Customer shall undertake theacceptance test and prepare an acceptance record inwriting. Within this period of time the Customer may
examine the Performance to establish the compliance
thereof with the contract and complain of any defects.
In the event of a notification of defects, the Provider
shall examine this and rectify the defects complainedof. The acceptance procedure shall then recommence
anew. The Provider has the right to participate in every
acceptance procedure.

The Provider has the right to make self-containedparts of the Performance available for acceptance.
6.

Change in PerformanceIf, while Performance is being rendered, the Customer
should propose in writing changes to the agreed
Performance, the Provider shall inform the Customer
as swiftly as possible whether the change is possible
and shall provide an initial estimate of the impacts
which these will have on the contract, in particular on
dates and the agreed remuneration.

5.

account of defects within two (2) weeks of notificationof readiness for acceptance and provision of the
Performance or if the Customer uses the Performancein whole or in part, with the exception of use inconnection with the acceptance test. Defects that are
insignificant do not give rise to the right to refuse
acceptance.

The Performance shall be deemed accepted if the
Customer does not refuse acceptance in writing on
Page 3 of 8a.) In the case of a single user / workstation license,
the Customer has the right to use the Models on
one single Target Hardware device.
b.) In the context of a network / server/ copy or floating
license, the Customer may install the Models on a

General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
network server or on any number of Target
Hardware devices which are integrated into the
local network. In this case the Models may only be
used simultaneously on a specific number ofTarget Hardware devices or workstations.
c.) In the event of a volume / multiple / multiple-user
license, the Customer has the right to use a
specific number of individual licenses.
d.) Under a corporate license, the Models may be
used within the Customer’s enterprise at theestablishments
agreed,failing
express
agreement, sub.-sec. 6.4. applies.
6.6.

6.7.

6.8.

6.9.

6.12. All further rights to the Models and Work Results not
explicitly granted, in particular also including all therights to the trade mark, the business secrets or toother intellectual property in the Models or Work
Results, shall remain with the Provider. Designationsof the Models and of the Work Results, in particular
copyright notices, trademarks, serial numbers and thelike may not be removed, changed or otherwise
rendered illegible.
6.13. Notwithstanding the type of the grant of rights, theProvider shall remain entitled toFurther, without the prior consent of the Provider inwriting, the Customer may not offer as a service any
services using the Models and Work Results, such as
simulation services or training courses for persons
who are not employees of the Customer.
The Customer is not entitled to grant sub-licenses.
The Customer does, however, have the right totransfer on to third parties the rights of use of theModels and Work Results granted to the Customer
whilst relinquishing its own use. Pursuant to sub.-sec.
2.2., the Models shall always be transferred as awhole. The Customer shall ensure that the third party
is not granted any rights of use to the Models andWork Results that are more far-reaching than those
the Customer is entitled to under these terms and thatat least those obligations are imposed on the third
party which derive from this Agreement with respect
to the Models and Work Results. In the event of atransfer of a right of use to a third party, the Customer
is obliged to surrender to the third party all the copies
supplied to or made by the Customer or to delete
them. If the Customer transfers its right of use, it shallalso hand over the Documentation to the third party.
The Customer is not entitled, subject to sub-sec. 2.7.
and unless otherwise contractually agreed, to edit,change, reverse engineer, decompile or disassemble
the Models or the program code of the Models or parts
thereof or to otherwise establish the source code or tocreate derivative works based on the Models.
Separate use of part Models is not permitted (cf. subsec. 2.2.). The use of the Models as a component for
generating software products is not allowed. The
mandatory, obligatory provisions of secs. 69d, 69e
German Copyright Act (UrhG) shall remain unaffectedby this, however.
The Customer may not commission third parties whoare competitors of the Provider to conduct measures
which are in accordance with sub-sec. 6.8. unless the
Customer proves that the danger of disclosing
important business and trade secrets of the Provider(in particular functions and design of the Models) is
ruled out.

6.10. If, in connection with supplementary performance ormaintenance, the Provider provides the Customer
with Upgrades, Updates and/or Patches or Bugfixes
for use and/or a Model or Work Result, then these arealso subject to these Terms and Conditions, except tothe extent that they form the subject matter of aseparate agreement. Section 11 shall be taken into
consideration in this respect.

a.)

produce comparable Work Results and Models
with the same functionalities andb.)continue to use, without limitation, the know-how
obtained while rendering the Performance(confidentiality obligations pursuant to section 15
shall be unaffected hereby).

7.

Remuneration, Maturity

7.1.

The remuneration agreed in a separate document,
otherwise the remuneration set out in the Provider’sprice list valid at the respective time, plus value added
tax, is payable for the Performance in accordance withthe scope of use defined in sec. 3 above.

7.2.

Insofar as remuneration is agreed on a time andmaterial basis and if this agreement does not containany other provisions on invoicing, then the Provider
shall issue a monthly statement to the Customer
itemizing the hours and/or days of work completed in
the preceding month and shall invoice these. If
remuneration is agreed on a fixed price basis, theremuneration shall fall due in accordance with aseparately agreed payment plan. If no such payment
plan has been agreed, payments on account, each ofequal amounts, shall be due for payment after (i.)
commencement of the contract, (ii.) the first partdelivery, (iii.) provision for acceptance and (iv.)
acceptance.

7.3.

Travel that is necessary for rendering the
Performance of the Provider is not, unless otherwise
agreed in writing, included in the remuneration agreed
for the Performance. This shall be charged inaccordance with the Travel Expense Guidelines of theProvider current at the time when the order is placed.
The Customer will be sent a copy of the Travel
Expense Guidelines on request. Travel time isdeemed to constitute time spent on Performance andshall be invoiced on a time and material basis at fifty
percent (50%) of the respective daily rate.

7.4.

Unless otherwise agreed in writing, all of theProvider’s invoices are payable at the latest thirty (30)days after the receipt and due date thereof, without
any deduction, by cashless transfer to a bank accountnotified by the Provider.
8.

8.1.

6.11. There is no right to support as a matter of principle. In
particular there is no entitlement to provision of theModels for a specific version of a simulation
environment.
Page 4 of 8

Duties of the Customer to Collaborate andProvide Information

The Customer shall be responsible for the
Performance corresponding to its needs and wishes
to the extent that this has not been explicitly made into
a component part of the contract. Furthermore, theCustomer is responsible for its hardware and softwareenvironmentscomplyingwiththesystemrequirements of the Models and Work Results. In caseof doubt the Customer shall obtain advice from theGeneral Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
Provider or specialist third parties before entering into
the contract. The Models’ operability has been tested
with the simulation environments and their versions
indicated in the Documentation. Prior to implementing
the Work Results and Models, the Customer shallthoroughly test them to ascertain that they are free of
defects and, if applicable, that they are usable in theexisting hardware and software configuration.
8.2.

The Customer shall support the Provider in its
Performance by means of appropriate collaborationacts. In particular, the Customer shall provide theProvider with the information and data necessary forthis free of charge and permit the Provider’semployees to access its business premises to thenecessary extent during its business hours. In
addition, the Customer shall provide working
materials,
especially
workplaces,computers,
telephones, Internet connections and printers to an
appropriate extent if the Performance is rendered on
the Customer’s business premises.

8.3.

The Customer is responsible for embedding theModels in the simulation environment used by the
Customer. At the Customer’s request, if applicable,
the Provider may conduct the embedment in return for
remuneration to be agreed separately.

8.4.

When using the Models and Work Results, theCustomer is obliged to comply with the duty of carenecessary for usage and to check the results to areasonable extent before they are used. Simulation
Models always constitute a simplification of reality. It
is not possible to assure the correctness of the Models
or, in particular, the conformity of the simulation
results with measurement data.

8.5.

The Customer shall ensure that the use of the Work
Results and, if applicable, the simulation of the Models
is carried out by respectively qualified specialist
personnel.

8.6.

Technical proofs of functionalities of the products
selected with the help of the simulation, and producttests relating to compliance with norms shall be
conducted by the Customer. The Models and Work
Results do not contain any information on thetechnical application limits of the mapped products.
The Customer shall carry out the professional
assembly and execution of the products. A productorder shall solely be placed on the basis of thecatalogue details and of the documentation belonging
to the product.

Provider can assume that all the data of the Customer
which it can come into contact with are secured,
unless as the Customer explicitly indicates otherwise
in advance.
8.10. The Customer shall inform the Provider without undue
delay of possible errors in Performance. In thisconnection the Customer shall provide all thenecessary information at the Provider’s request. The
Customer shall allow the Provider to access the
Performance for the purpose of searching for andrectifying errors, this shall be either directly and/or bymeans of remote access at the Provider’s election.
More detailed provisions in this respect are to befound in sub-secs. 11.7. and 11.8.
8.11. The Provider has the right to examine whether the
Models and Work Results are being used incompliance with the rights of use granted. To thiseffect the Provider may require the Customer toprovide information, in particular on the period of timeand extent of the use of the Models, and it may inspect
the books and written records and the hardware andsoftware of the Customer insofar as they reveal any
details regarding the period of time and extent of theModels’ use. To this effect the Provider shall bepermitted to enter the business premises of the
Customer during normal working hours after advancenotice of at least two (2) weeks. The Customer shallensure to a reasonable degree that the audit can be
conducted by the Provider and shall collaborate in theaudit. The Provider shall use all the information
obtained during the audit only for the purpose ofverifying the legality of the license use. The Customer
may demand that the on-site audit be conducted byan agent of the Provider who is subject to professionalsecrecy. The costs of the audit will be borne by theProvider unless the audit should reveal that theCustomer is Underlicensed. In such a case theCustomer shall bear the costs of the audit. In the eventof the Customer being Underlicensed, the Customer
shall be additionally obliged to repay the unpaid
remuneration on the basis of the list prices generally
applicable to comparable services at the time of theaudit plus a flat rate claim for damages of ten percent(10 %) of the value of the Underlicensing. In addition,
the Customer shall discontinue any Underlicensing
without undue delay. The Customer remains entitledto prove that the damage was lower.
8.12. The Customer shall bear any disadvantages andfurther additional costs incurred by the Provider due toa violation of the above obligations to collaborate andto provide information. Additional remedies and claims
to which the Provider is entitled by statute shall remain
unaffected by this. In particular the Provider is not
responsible for any defects in Performance ensuing
as a result of the non-contractual performance by the
Customer of the above obligations (also not for any
service credits/ contractual penalties). Reference ismade to the extension of the agreed delivery dates
provided for in sub-sec. 3.4.

8.7.

The Customer shall comply with the instructions givenby the Provider on the use of the Models and the Work
Results, in particular the instructions on the modellingassumptions made. The Models and Work Results arealways delivered together with documentation andhave the characteristics described in the
documentation. Before the Models and Work Results
are used, the documentation in particular must be
read.

8.8.

The Customer is obliged to take suitable measures toprotect the Models and Work Results against accessby unauthorized third parties, in particular to store all
the copies in a protected place.

9.1.

The Customer is obliged to take reasonableprecautions in case the Models and Work Results do
not work properly either altogether or in part (e.g. bymeans of daily data backup, failure diagnosis, regularmonitoring of the data processing results). The

If no fixed term has been agreed for services, thecontract can be terminated by either party by giving
three (3) months’ notice to expire at the end of acalendar quarter. The right of termination pursuant tosection 627 German Civil Code (BGB) is excluded.

9.2.

If the Customer terminates a contract for the
performance of work in accordance with section 649

8.9.

9.

Page 5 of 8

Term and Termination

General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
BGB, then the Provider may, at its election, assert theclaims in accordance with section 649 BGB or
demand instead of this, in addition to the remuneration
for the work already performed, flat rate compensationof its expenses and of lost profit in an amount of fifty
percent (50 %) of the remuneration owed on the work
not yet performed on the date of termination. The
Customer remains entitled to demonstrate that theamount to which the Provider is entitled pursuant tosec. 649 BGB is lower.
9.3.

In the event of the Customer’s behavior in breach ofcontract, in particular if the Customer is in default of
payment, the Provider has the right, without prejudice
to any other contractual and statutory rights, toterminate the contract without notice after expiry of an
appropriate period of grace.

9.4.

The contract may be terminated by either party forcause without compliance with a period of notice.
Cause shall be deemed to exist in particular if (i.) the
Customer violates rights of use of the Provider byusing the Models over and above the scope permitted
under these Terms and Conditions and fails to
discontinue the violation within a reasonable period oftime following a warning by the Provider; (ii.) the
Customer is in default of payment and an appropriate
time period set has elapsed to no avail; (iii.) the
opening of insolvency proceedings or of similar debt
settlement proceedings has been applied for withrespect to the Customer’s assets; (iv.) the criteria for
insolvency or over-indebtedness have been met by
the Customer. In the first case (sub-sec. 9.4. i.), theCustomer has no entitlement to a refund of the license
remuneration already paid. The Provider reserves theright to claim additional damages.

9.5.

Notice of termination must be given in writing.

9.6.

Statutory rights and claims shall not be restricted by
the provisions contained in secs. 9.2-9.5.

11.3. Only the description provided by the Provider prior to
the date of conclusion of the contract or agreed in a
separate document (e.g. in the documentation) is
authoritative with respect to the quality of the Models
and Work Results in connection with a contract forwork. The details provided therein are solely to beunderstood as performance descriptions and not as
guarantees.
11.4. A guarantee is only given if it has been explicitly
specified as such in writing by the Provider before thecontract is entered into. Further quality is not owed,
and, in particular, it does not derive from publicstatements or advertising of the Provider or its
distribution partners. The Provider is not obliged toprovide support services that go beyond liability fordefects. Furthermore, the Provider is not obliged toadapt the Models to changes in operating conditions
or to technical and functional developments such aschanges to the IT environment.
11.5. The warranty period for performance of work and forModels under a contract for work amounts to a periodof twelve (12) months commencing on the date ofacceptance (section 5). If the Models or Work Results
are Models or Work Results that are to equip an
indefinite/definite number of target hardware devices
and/or workplaces, then the warranty period
commences on the first date of acceptance of theModel or Work Result under a contract for work. In
derogation from this the statutory warranty period
shall apply insofar as the Provider is liable pursuant to
sub-sec. 13.1.
11.6. The Provider does not provide a warranty for errors in
the Models and Work Results,a.)Caused by faulty application on the part of the
Customer that could have been avoided if theDocumentation had been carefully consulted;
this also applies in the event of inexistent or
insufficient backup measures pursuant to subsec. 8.9. which would have avoided data loss;b.)

Due to virus contamination or to other external
influences for which the Provider is not
responsible such as fire, accidents, power failure
etc.;

c.)

Caused by the Models and Work Results being
used in an operating environment which isdifferent from that approved by the Provider ordue to faults in the hardware, the operating
system or to the software or models of othermanufacturers;d.)Caused by the Models and/or Work Results
having been modified by the Customer or third
parties without authorization.

10. Return
When the Customer’s right of use ends (e.g. by virtueof the end of the contract term, notice of terminationor supply of a replacement), the Customer shall delete
or destroy all the data media, copies of the Models
including the Backup Copies pursuant to sub-sec.
6.3., Work Results and the Documentation provided
for use and confirm this to the Provider in writing uponrequest. The same shall apply in the event of a
replacement being supplied (sub-sec. 6.10.) for theprevious Model versions or Work Results. Sub-sec.
6.7. shall apply if the right of use ends because theModels have been transferred.
11. Warranty
11.1. When services are provided, the Provider does notassume any responsibility for a specific result of the
Performance; this lies solely with the Customer. The
Provider does not therefore provide a warranty forlegal defects or defects as to quality with respect toWork Results or Models in connection with services,
except in the case of intent or fraudulent intent[Vorsatz or Arglist].

11.7. In respect of the Models or software products which
the Customer or a third party has expanded via aninterface designated for this purpose by the Provider,
the Provider shall be liable only for defects occurring
up to the interface. No warranty is provided for a lackof interoperability of the Models provided for use withthe data processing environment used by the
Customer, in particular with the software andhardware products used by the Customer.

11.2. The Provider warrants with respect to the Work
Results in connection with the performance of workand for the Models which may have been provided for
use that these have the agreed quality in therespective warranty period.

11.8. The Customer is obliged to notify the Provider ofdefects without undue delay after discovery thereof. In
the event of defects as to quality, this shall be done bydescribing the time when the defects occurred and themore detailed circumstances. If the Provider

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General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
undertakes an error analysis at the Customer’s
request and if it transpires that there is no defect which
the Provider is obliged to remedy, the Provider has theright to charge the Customer for the expenses
incurred based on the respectively applicable hourly
rates of the Provider.

12.6. Claims by the Customer are also excluded if the(alleged) infringement of the industrial property rightensues from the use in conjunction with anotherproduct not stemming from the Provider or if theModels and/or Work Results are used in a manner
which the Provider was unable to foresee.

11.9. In case of warranty, defects shall be rectified by theProvider within a reasonable period of time
(supplementary performance). This shall be done at
the election of the Provider by rectifying the defect bymeans of an Update/ Patch/Bug Fix/Upgrade or by
supplying defect-free Models or Work Results orindicating a Workaround, the latter insofar as this isreasonable for the Customer taking account of the
impacts of the defect and the circumstances of the
Workaround solution indicated. In addition, sec. 13
shall apply to claims for damages for fault-based
liability.

12.7. The claims of the Customer under this sec. 12 aresubject to the condition that (i.) the Customer advises
the Provider without undue delay of the third party
claims brought, (ii.) the Customer provides theProvider with a copy of all the correspondence in thisrespect with the claimant and the courts and always
without undue delay after receipt thereof, (iii.) the
Customer provides the Provider with the information
required to defend against the claim and (iv.) theProvider reserves the exclusive right to control the
conduct of the lawsuit by the Customer and the rightto take the final decision on entering into any judicial
and extrajudicial settlements.

11.10. The provisions of this sec. 11 shall apply accordingly
to defects of title which are not constituted by the
infringement of third party industrial property rights.
12. Third Party Rights
12.1. The Provider shall not be liable for claims arising froman infringement of third party intellectual or industrial
property rights or copyright (hereinafter: industrial
property right) if the industrial property right is or wasowned by the Customer or by an Affiliate Enterprise.
12.2. The Provider shall not be liable for claims arising froman infringement of third party industrial property rights
unless at least one industrial property right from theproperty right family has been published either by theEuropean Patent Office or in one of the following
countries: Federal Republic of Germany, France,
Great Britain, Austria or the USA.
12.3. In the event that, in the opinion of the Provider or athird party, the Models or Work Results infringe third
party rights, the Provider has the right, at its own
discretion taking the interests of the Customer into
adequate consideration, to replace or modify the
Models or Work Results whilst upholding the agreed
functionalities in order to remedy the alleged orpresumed infringement of rights.
12.4. If (i.) a final judgment is returned against the Customeror (ii.) an interim injunction is served on the Customer
enjoining the Customer from using the Models or
Work Results or at least part of it, the Provider shall,in order to cure the infringement of rights, at its
discretion either obtain for the Customer the right tocontinue to use the Models or Work Results or replaceor modify the Models or Work Results whilst upholding
the agreed functionalities or, if neither of thealternatives named is realizable by the Provider
subject to reasonable conditions, terminate theCustomer’s rights to the Models or Work Results inwriting. Insofar as is reasonable for the Customer, thetermination shall only be effected to the extent that isnecessary to prevent the infringement of the rights.
12.5. Claims by the Customer are excluded insofar as the
Customer is responsible for the infringement of theindustrial property right or if the Customer has notsupported the Provider to a reasonable extent in the
defence against claims by third parties. Claims by the
Customer are also excluded if the Models and/or Work
Results were manufactured in accordance with thespecifications or instructions of the Customer.

12.8. The Provider’s obligation to pay damages in case of
infringements of industrial property rights is governedby sec. 13 in all other respects. Further-reachingclaims or claims other than those claims of the
Customer governed by this sec. 12 on account of an
infringement of third party industrial property rights are
excluded.
13. Liability
13.1. The Provider shall only be liable for damages inaccordance with the provisions of statute in the eventof injury to life and limb, damage based on the Product
Liability Act, for damage caused by fraudulent conduct
or intent by the Provider and for damage caused bygross negligence of the statutory representatives ormanagerial employees [leitende Angestellte] of theProvider.
13.2. Without prejudice to the liability under sub-sec. 13.1.
the Provider shall be liable for damages in an amountlimited to the amount of foreseeable damage typical of
the contract at the time when the contract was enteredinto for damage caused by a violation of material
contractual obligations through simple negligence andfor damage caused by persons engaged in theperformance of an obligation of the Provider[Erfüllungsgehilfen].
Material
obligations
areobligations which, when performed, make the proper
execution of the contract at all possible and which theCustomer may regularly rely on compliance with. With
respect to liability subject to this sub-sec. 13.2. andtaking account of the type and scope of the
Performance to be rendered under this contract, theparties agree on a maximum amount of liability of
EUR 50,000 per claim, not exceeding, however, amaximum amount of EUR 100,000 per calendar year.
If the maximum amount of liability is not reached in
one Year of Contract, the maximum amount of liability
shall not increase in the following Year of Contract.
13.3. Any further liability of the Provider is excluded unlessprovisions of these Terms and Conditions explicitly
state otherwise. In particular, the Provider shall not beliable for damage which the Customer incurs due to a
failure to secure data pursuant to sub-sec. 8.9. or fordamage caused due to processing or to otherchanges named in sub-sec. 6.1.
13.4. Joint fault by the Customer must be taken into
consideration.

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General Terms and Conditions for Virtual Engineering Services of Bosch Rexroth AG
13.5. The foregoing restrictions of liability shall also apply tothepersonal
liabilityoftheemployees,
representatives and/or organs of the Provider. They
shall also apply to the liability of the Provider withregard to compensation for wasted expenditure and toindemnification obligations.
14. Data Use and Data Protection
14.1. The Provider has the right to store, use, transfer
and/or exploit all of the information contributed andgenerated by the Customer in connection with theModels, with the exception of personal or companyrelated data, for any purposes over and above thepurpose of the contract, for instance for statistical,
analytical and internal purposes. This right is unlimited
and irrevocable.
14.2. If personal data are processed, the Provider shallcomply with the statutory data protection regulations.
In this case the details on the data collected and therespective processing thereof are set forth in the dataprotection statement of Bosch Rexroth AG.
15. Confidentiality
15.1. The Customer undertakes to treat Confidential
Information in confidence and not to disclose it to third
parties unless this is necessary in order to exercise
the rights the Customer is entitled to in accordancewith these Terms and Conditions. In order to protect
the Confidential Information the Customer shall apply
the same measure of care (but not less than areasonable measure of care) as it applies to its own
Confidential Information.
15.2. The obligation of secrecy under sub-sec. 15.1. does
not apply to Confidential Information (i.) which was
already in the lawful possession of the Customer prior
to being disclosed by the Provider; (ii.) which was or
becomes public knowledge without any violation of
duty by the Customer; (iii.) which the Customer
lawfully received from third parties without any
secrecy obligations; (iv.) which was disclosed to third
parties by the Provider without any secrecy
obligations; (v.) which was developed by the
Customer itself; (vi.) which has to be disclosed by law;or (vii.) which is disclosed by the Customer with theprior consent of the Provider in writing.

16.4. The Customer undertakes to furnish all theinformation and documents that are required for theexport or movement of the products to be supplied inaccordance with the contract and other work results
required for the purpose of the supply and which
derive from the Customer’s sphere of influence.
16.5. When passing on, transferring or otherwise providing
to third parties for use in the domestic country andabroad the products to be supplied by the Provider inaccordance with the contract and other work results,
the Customer shall comply with the respectively
applicable customs regulations and with theprovisions of (re) export control law and obtain thepermits necessary for this.
16.6. The Models and Work Results may not be used for the
manufactureordevelopmentofrockets,chemical/biological or nuclear weapons.
17. General Provisions
17.1. The courts of Stuttgart, Germany, shall have exclusive
jurisdiction and venue insofar as this is legallypermissible. The Provider reserves the right, however,to take legal action at a court with jurisdiction at theregistered office or establishment of the Customer.
17.2. The present Terms and Conditions and all
agreements in this respect between the Provider andthe Customer shall be governed by German law
excluding the conflict of laws provisions. The
applicability of the UN Convention on Contracts for theInternational Sale of Goods is explicitly excluded.
17.3. If a provision should be or become ineffective, theeffectiveness of the remaining provisions shall not beaffected thereby. In this case the ineffective provision
shall be replaced by a permissible provision
approximating most closely the economic purpose of
the original ineffective provision. This shall apply
accordingly to any omissions.
17.4. Alterations and supplements to these Terms andConditions must be made in written form. Emails do
not comply with the written form requirement.

© Bosch Rexroth AG

16. Export Control
16.1. If, prior to supply or provision of the service, it should
transpire that performance of the contract by theProvider faces obstacles due to national orinternational export control regulations, in particular toembargos or other sanctions, the Provider has theright to withdraw from the contract. Delays due toexport examinations or permit procedures shallinterrupt the delivery period unless the Provider is
responsible for such delays.
16.2. If termination of the contract is necessary in order tocomply with legal regulations of national orinternational law, the Provider has the right to givenotice of termination of the contract with immediate
effect unless the Provider is responsible for this.
16.3. In case of termination pursuant to sec. 16.1. or 16.2.,
the Customer’s right to claim compensation or to claim
further rights because of the termination is excluded.
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