General Terms and Conditions of Deliveries andServices by Bosch Rexroth AG
Version February 2024
The Terms and Conditions set out below (hereinafter: “T&C”) apply to deliveries and services provided to the customer(hereinafter: “CUSTOMER”) for a consideration by Bosch Rexroth AG, Zum Eisengießer 1, 97816 Lohr am Main, Germany(hereinafter: “BOSCH REXROTH”). If Software is provided via a Software-Licence Management system, the “Terms andConditions for the Registration and Use of Digital Services of Bosch Rexroth AG” shall apply additionally. For assembly
and re- pair works, the “Additional Terms and Conditions of Service for Assembly, Corrective Maintenance and Other
Services Rendered by Bosch Rexroth AG” shall apply additionally. These Terms and Conditions are available on
https://www.boschrexroth.com/en/dc/legal-notice/.Standard business terms of the CUSTOMER shall not apply; they are
hereby explicitly rejected. This applies even if, in connection with a purchase order or in other documents of the CUSTOMER, reference is made to its standard business terms and if BOSCH REXROTH does not explicitly reject them in this
case.
1.
1.1.

General provisions
The meaning set out in the Preamble and in sec.
21 Definitions applies to the capitalized terms
used in these T&C.

1.2.

Amendments and supplements to these T&C must
be made in written form.

1.3.

If the CUSTOMER does not accept an offer fromBOSCH REXROTH within two weeks of receipt
thereof, BOSCH REXROTH has the right to revoke
it.

2.
2.1.

Delivery, delivery periods, default
The precondition for the commencement of andcompliance with agreed delivery periods is theperformance of CUSTOMER’s obligations to collaborate, including the punctual receipt of items
to be supplied, documents, approvals, examinations, releases, compliance with the payment
terms agreed, including remittance of agreed
down-payments and/or opening a letter of credit.
If these preconditions are not properly performedin good time, the delivery periods shall be reasonably extended, taking into account thesecircumstances; this does not apply if BOSCHREXROTH is solely responsible for the delay.

2.2.

Unless otherwise agreed, SOFTWARE is deliveredor made available for downloading in the version
named in the DOCUMENTATION. The CUSTOMER
is responsible for installation of the SOFTWARE.
If the SOFTWARE is provided for use on a data
medium or is pre-installed on TARGET HARDWARE, this might possibly not contain the version
named in the DOCUMENTATION. The delivery obligation of BOSCH REXROTH shall be met byproviding the actualization. The CUSTOMER is
obliged to perform the actualization.

2.3.

If non-compliance with the delivery periods is due
to force majeure or to other disruptions for which
BOSCH REXROTH is not accountable, e.g. war,
terrorist attacks and acts, riots, epidemics, pandemics, natural disasters, extreme natural

phenomenons, import and export restrictions,limitations in energy supply, governmental
measures or official directives, including those affecting sub-suppliers, the agreed delivery periods
shall be extended. This also applies to industrial
action affecting BOSCH REXROTH or its sub-suppliers. This includes also difficulties to procure
raw material as well as inadequate or delayed deliveries by suppliers due to force majeure.
2.4.

If delivery by BOSCH REXROTH is delayed, theCUSTOMER shall, on request by BOSCHREXROTH, declare within a reasonable period oftime, whether the CUSTOMER insists on delivery
or whether it claims its other statutory rights pursuant to sec. 2.5, 2.6.

2.5.

In the event of delayed delivery, the CUSTOMER
may only revoke the contract in accordance withthe statutory provisions insofar as BOSCHREXROTH is accountable for the delay.

2.6.

Sec. 9 shall apply for claims for damages by the
CUSTOMER in the event of delayed delivery.

2.7.

If the CUSTOMER is in default of acceptance or if
the CUSTOMER culpably violates its other obligations to collaborate, BOSCH REXROTH has theright to demand reimbursement of the damage incurred by BOSCH REXROTH in this respect,
including other additional expenditures, in an
amount equal to 0.5 % of the price of the items
for delivery for each month of delay commenced,
but not exceeding, on aggregate, 5 % of the priceof the items for delivery. The contract parties retain the right to evidence that the costs ofadditional expenditures were higher or lower.
Further claims due to default of acceptance shallremain unaffected.

2.8.

Part deliveries and corresponding invoices are admissible unless the CUSTOMER cannot bereasonably expected to accept them.

2.9.

The CUSTOMER may not refuse to accept deliveries on account of insignificant defects.

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG3.
3.1.

Passing of risk
Delivery of the GOODS and the passing of risk are
effected FCA place of dispatch of the plant supplying the GOODS (Incoterms® 2020), unlessexplicitly agreed otherwise. This also applies forprovision of SOFTWARE per data medium or for
SOFTWARE preinstalled on TARGET HARDWARE
at delivery.

3.2.

Alternatively, SOFTWARE is delivered and the risk
passes at the election of BOSCH REXROTH either
by providing the SOFTWARE per download or bytransmitting the information necessary to download it.

3.3.

At the CUSTOMER’s request and expense,BOSCHREXROTH shall insure deliveries against thecustomary transport risks.

4.
4.1.

Retention of title
BOSCH REXROTH retains the title to the GOODS
delivered until all of its claims existing and still toarise under the business relationship have been
settled in full.

4.2.

If maintenance and service work has to be carriedout on the GOODS subject to retention of title,
the CUSTOMER has to conduct such work in goodtime at its own expense.

4.3.

Within the scope of its normal business operations, the CUSTOMER has the right to process the
GOODS or to connect them with other products.
The CUSTOMER transfers to BOSCH REXROTH
now already joint ownership in the products
thereby created, as security for the claims named
in sec. 4.1. The amount of the joint ownershipshare is determined by the relationship between
the value of the GOODS (calculated on the basisof the final invoice amount including VAT) andthat of the product created by means of the processing or connection at the time of suchprocessing or connection. The CUSTOMER shallhold the products jointly owned by BOSCHREXROTH in safekeeping free of charge as an ancillary contractual obligation.

4.4.

of payment, upon request by BOSCH REXROTH
the CUSTOMER shall indicate in writing without
undue delay, to whom it has sold the GOODS or
products that are owned or jointly-owned by
BOSCH REXROTH and of the receivables to which
the CUSTOMER is entitled from such resale. The
CUSTOMER shall inform the respective debtors of
the assignment and issue to BOSCH REXROTH, at
its own expense, publicly-certified deeds relating
to the assignment of the receivables. The CUSTOMER is not entitled to make any otherdispositions of the GOODS or products owned orjointly-owned by BOSCH REXROTH or with respect to the receivables assigned to BOSCHREXROTH.
4.5.

The CUSTOMER shall inform BOSCH REXROTH
without undue delay of attachments of or other
impairments to the rights to the GOODS or products partly of fully owned by BOSCH REXROTH
and/or to the receivables. The CUSTOMER shallbear all the costs which have to be expended tocancel such third-party attachment of property
items, especially resulting from the provisions of
this sec. 4 to which BOSCH REXROTH has retained title or which it holds as security and to
replace them if they cannot be collected fromthird parties.

4.6.

If the value of the security held by BOSCHREXROTH exceeds the receivables by more than
10 % on aggregate, BOSCH REXROTH shall release security to this extent at the discretion of
BOSCH REXROTH.

5.
5.1.

Prices
The remuneration set out in a separate document
or otherwise set out in the price list of BOSCHREXROTH valid at the given time, plus the statutory amount of Value Added Tax and otherstatutory indirect taxes, is due for payment of the
PRODUCT.

5.2.

Value-added tax may not be charged only in thosecases where the prerequisites of a tax exemption
are met. For deliveries to EU-member states thefollowing shall apply: CUSTOMER shall without
delay contribute to the proof of delivery. In particular, BOSCH REXROTH may demand a receipt
of delivery including date and signature. This receipt shall demonstrate at least name andaddress of the PRODUCTrecipient, quantity andusual commercial description of the GOODS,
place and date of receipt of the PRODUCT. Additionally, CUSTOMER shall provide its value added
tax identification number. If the respective verification is not given, no VAT exemption for the
supplies can be granted. If the CUSTOMER does
not meet its obligations, it shall reimburse the resulting VAT and any additional charges imposed

The CUSTOMER has the right of resale the
GOODS or its products subject to sec. 4.3 in its
normal business operations either in exchange for
immediate payment or subject to retention of title. The CUSTOMER hereby assigns to BOSCHREXROTH already all such receivables, together
with ancillary rights, in full, in the event of coownership in proportion to the amount of the coownership share. The assigned receivables serve
as security for the claims of BOSCH REXROTH under sec. 4.1. The CUSTOMER has the right tocollect the assigned receivables as long as the
CUSTOMER meets its payment obligations to
BOSCH REXROTH. If the CUSTOMER is in default
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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG
on BOSCH REXROTH by the respective authorities.
5.3.

In the absence of a separate agreement, theprices
are FCA place of dispatch of the plant sup-plying
the GOODS (Incoterms® 2020) excluding
packaging. If the CUSTOMER demands the taking
back of packaging, a separate fee will be charged.
Irrespective of an individual delivery term, placeof return of the packaging will be the place of dispatch of the plant supplying the GOODS.

5.4.

BOSCH REXROTH reserves the right to change theprices appropriately in the event of current cost
increases after the contract is concluded, especially due to changes in wage costs, e.g. due tocollective bargaining agreements, or changes tothe price of materials, which were not foreseeable for costing, insofar as BOSCH REXROTH is notaccountable for the cause thereof. These shall beevidenced to the CUSTOMER on request.

5.5.

Insofar as deliveries of spare parts and return deliveries of repaired GOODS are not covered byliability for defects as to quality in accordancewith sec. 8, a reasonable flat rate shall becharged for postage and packaging in addition to
the remuneration for the service rendered by
BOSCH REXROTH.

6.
6.1.

Payment terms
Unless otherwise agreed in writing, all the invoices of BOSCH REXROTH shall be paid within
30 days of receipt at the latest, without any deductions being made, by means of cashless
remittance to a bank account indicated by BOSCHREXROTH.

6.2.

BOSCH REXROTH may, however, make delivery
conditional upon contemporaneous payment(e.g.
by cash on delivery or direct debit from a bank)or upon payment in advance.

6.3.

BOSCH REXROTH has the right to credit payments against the oldest outstanding accountreceivable.

6.4.

If the time limit for payments is exceeded, BOSCHREXROTH has the right to charge default interest
in an amount of nine percentage points above thebase rate of interest plus a lump sum for costs inan amount of 40 Euros. The right to claim further
damage is reserved.

6.5.

If the CUSTOMER is in default of payment,
BOSCH REXROTH has the right to demand immediate payment of all accounts receivable underthe business relationship which are due and certain. Further, BOSCH REXROTH then also has theright to perform outstanding deliveries only in return for advance payment or provision of security.
This right is not excluded by deferral of payment.
6.6.

The CUSTOMER only has the right to offset counterclaims and withhold payments insofar as
counterclaims are undisputed, legally binding or,after becoming lis pendens, are ready for a decision.

7.
7.1.

Complaints and notifications of defects
Complaints shall be notified by the CUSTOMER in
writing without undue delay, no later than 15 days
after delivery of the PRODUCT. Other de- fects
shall be notified by the CUSTOMER in writing
without undue delay after discovery thereof. The
authoritative date is always the date of receipt of
the complaint notice by BOSCH REXROTH. The
complaint notice shall contain a description of
the defect and/or, in the case of SOFTWARE, thetime when the defect occurred and the detailed
circumstances. Claims on ac- count of defects are
excluded if the defect is notnotified in good time.

7.2.

If the notification of a defect is unjustified,
BOSCH REXROTH has the right to demand that
the CUSTOMER reimburse the expenditures incurred by BOSCH REXROTH unless the
CUSTOMER demonstrates that it was not at fault
with regard to the unjustified defect notification.

8.
8.1.

Defects as to quality/defects of title
Only the description of the PRODUCT provided by
BOSCH REXROTH prior to conclusion of the contract or agreed in a separate document (e.g. in the
DOCUMENTATION or catalogue) is decisive forthe quality of the PRODUCT. This shall espe- ciallyencompass its IT-security features. The details
contained therein shall solely be under- stood as
performance
specifications
and
not
as
guarantees. A guarantee is only given if it has
been explicitly designated as such by BOSCHREXROTH in writing prior to conclusion of thecontract. No further quality is owed, and, in particular, nor does it ensue from public statements
or advertising by distribution partners of BOSCHREXROTH. BOSCH REXROTH is not obliged toprovide any services which go beyond the liability
for defects.

8.2.

Claims for defects as to quality become statutebarred in twelve months. This does not apply if
longer limitation periods are stipulated by law
pursuant to sec. 438 (1) no. 2 (buildings andthings for buildings), 479 (1) (recourse claim)
and 634a (construction defects) of the German
Civil Code (BGB).

8.3.

The limitation period for defects as to qualitycommences

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AGi.

for PRODUCTs for motor vehicle and motor equipment: at the time when the PRODUCTs arebrought into use, i.e. in the event of original
equipment, when first registered, in the othercases, when installed, however no later than six
months after delivery of the PRODUCT (passingof risk);ii.

in all other cases: upon delivery (passing of risk).

8.4.

If a defect as to quality occurs during the limitation period, BOSCH REXROTH can cure the defectat its own discretion by remedying the defect or
supplying a defect-free PRODUCT. A defect in
SOFTWARE can be remedied at the discretion of
BOSCH REXROTH by means of update/patch/bugfix/upgrade or by indicating a workaround; thelatter only insofar as this is reasonably acceptable
for the CUSTOMER, taking account of the effectsof the defect and the circumstances of the workaround solution indicated. Sec. 2.2 shall apply
mutatis mutandis.

8.5.

If so required by BOSCH REXROTH, the objected
GOODS shall be sent for repair to BOSCHREXROTH or to the closest customer serviceunit
recognized by BOSCH REXROTHfor the respective
product area.

8.6.

In the event of cure, the limitation period shallrecommence with respect to the cured part, irrespective of sec. 212 BGB. These claims fordefects shall become statute-barred no later thanafter expiry of twice the limitation period, startingfrom the date of first delivery of the PRODUCT.

8.7.

If the cure should fail, the CUSTOMER can, irrespective of any claims for DAMAGES inaccordance with statutory provisions, revoke thecontract or reduce the remuneration.

8.8.

Claims by the CUSTOMER based on the expenditures necessary for the purpose of the cure, inparticular costs of transport, transportation, labour and materials, are determined by thestatutory provisions. They are excluded, however,insofar as the expenditures are increased because the PRODUCT is retrospectively moved toa location different from the original place of performance. The expenditures necessary for cureshall be borne by BOSCH REXROTH to a degree
which is in reasonable proportion to the value ofthe thing in defect-free condition, to the significance of the defect and/or to the possibility ofobtaining a cure in a different manner; costs inexcess of this shall be borne by the CUSTOMER.

8.9.

There are no claims for cure in the event of an
only insignificant deviation from the agreed quality or in the event of only insignificantly impaired

usability. Further rights remain unaffected bythis.
8.10. The following do not constitute defects as toquality:i.

Natural wear and tear;ii.

Qualities of the PRODUCT or damage caused toor by the PRODUCT after the passing of risk as aresult of improper handling, storage or installation, or non-compliance with installation andhandling regulations, or excessive strain or use,or unsuitable operating resources, commissioning or maintenance;iii.

Qualities of the PRODUCT or damage caused toor by the PRODUCT by force majeure, particular
external influences not foreseen under the contract, or due to the use of the PRODUCT outside
the use foreseen under the contract or customaryuse, and, in the case of SOFTWARE, by virus contamination;

iv.

Changes to the PRODUCT by the CUSTOMER orother third parties, unless the defect is not in
causal connection with the change;v.

Faults in the SOFTWARE caused by application errors by the CUSTOMER and which could havebeen avoided had the DOCUMENTATION been
consulted carefully; application errors are also
deemed to be inexistent or inadequate back-up
measures pursuant to sec. 20.7 which would haveavoided loss of data;vi.

Errors which are based on the SOFTWARE being
used in an operating environment other that approved by BOSCH REXROTH or due to faults in
the TARGET HARDWARE, the operating system or
the software of other manufacturers.

8.11. BOSCH REXROTH is not liable for the quality of
the PRODUCT which is based on the design or
choice of material, if the design or the material
was stipulated by the CUSTOMER.
8.12. With respect to SOFTWARE which the CUSTOMER or a third party expanded or changed via
an interface intended for this by BOSCHREXROTH, BOSCH REXROTH is only liable for thedefects occurring up to the interface. The CUSTOMER shall indemnify BOSCH REXROTH in thisrespect from any claim raised by third parties, regardless of the statutory basis for the claim.
8.13. Unless agreed otherwise, it is the CUSTOMER’s
responsibility to, by choosing adequate technicaland/or organizational measures, ensure the IT-security of its systems when integrating or using the
PRODUCT taking into consideration the technicalnature of the PRODUCT. This applies in particular

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG
when the CUSTOMER is an operator of a criticalinfrastructure in the sense of sec. 2 subsec. 10
German BSI-Act.

the time when the contract was concluded. Thisapplies accordingly for DAMAGES caused by persons engaged in the performance of an obligationof BOSCH REXROTH (Erfüllungsgehilfen) by simple negligence (einfache fahrlässige Verletzung).
The amount of DAMAGES typical of the contractand foreseeable, based on violations of obligations by BOSCH REXROTH, corresponds to theamount of the remuneration paid by the CUSTOMER, but not, however, exceeding EUR
100,000.

8.14. The CUSTOMER shall only have statutory recourse claims against BOSCH REXROTH to theextent that the CUSTOMER has not reached any
agreements or agreed on goodwill regulations
with its customers exceeding the statutory claims
for defects.
8.15. The CUSTOMER shall provide BOSCH REXROTH,
or a third party obligated to perform the warranty,
with the time and opportunity necessary to execute the warranty work. The CUSTOMER only has
the right to conduct such work itself if BOSCHREXROTH gives its consent, except in the cases
provided for in sec. 637 BGB.
8.16. The liability of BOSCH REXROTH to compensate
for DAMAGES due to defects as to quality is further governed by sec. 9. Further claims by the
CUSTOMER or claims of the CUSTOMER based on
defects as to quality other than those covered bythis sec. 8 are excluded.
8.17. The provisions of this sec. 8 shall apply accordingly to defects of title which are not based on an
infringement of third-party rights pursuant to sec.
10.
9.
9.1.

Claims for DAMAGESBOSCH REXROTH shall be liable for DAMAGES
based on a violation of contractual or non-contractual obligations onlyi.

in the event of intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit);ii.

in the event of a negligent or intentional injury tolife or limb or health;iii.

on account of provision of a guarantee of quality
or durability;iv.

in the event of a culpable violation of material
contractual obligations; such contractual obligations shall be deemed material which, when
performed, enable the proper execution of thecontract altogether and which the CUSTOMER
may regularly rely on compliance with;v.

on account of mandatory liability pursuant to theGerman Product Liability Act (Produkthaftungsgesetz); orvi.

on account of other mandatory liability.

9.2.

The liability for DAMAGES of sec. 9.1 iv by a violation through simple negligence (einfach
fahrlässige Verletzung wesentlicher Vertragspflichten) shall be limited to the amount ofdamage typical of the contract and foreseeable at

9.3.

In case of SOFTWARE, BOSCH REXROTH shall not
be liable in particular for DAMAGES incurred by
the CUSTOMER due to a failure to back-up datain accordance with sec. 20.7 or due to incorrect
operation or to usage not in compliance with thedesignated purpose.

9.4 Any liability for DAMAGES beyond that provided forin sec. 9 is excluded – regardless of the legal
nature of the claim established.
9.5. Insofar as the liability for DAMAGES by BOSCHREXROTH is excluded or reduced, this also applies to the personal liability for DAMAGES of theemployees, representatives and of persons engaged in performance of an obligation(Erfüllungsgehilfen).
10.
Property rights and copyrights
10.1. BOSCH REXROTH shall be liable for claims resulting from an infringement of PROPERTY RIGHTs, if
at least one PROPERTY RIGHT from the property
rights family has been published either by the European Patent Office or in one of the following
countries: Federal Republic of Germany, France,
Great Britain, Austria or the USA.
10.2. The preconditions of a liability according to sec.
10.1 are thati. the PROPERTY RIGHT is not or was not owned by the
CUSTOMER or by an affiliated company (as defined in sec. 15 German Stock Corporation Act(AktG)) andii. the CUSTOMER is not accountable for the infringement of PROPERTY RIGHTs.
10.3. Claims by the CUSTOMER are excluded if the
PRODUCT was produced in accordance with thespecifications or instructions of the CUSTOMER
or if the (alleged) infringement of the PROPERTYRIGHT derives from use in interaction with another product not originating from BOSCHREXROTH or if the PRODUCT is used in a way
which was not foreseeable for BOSCH REXROTH.
10.4. The claims against BOSCH REXROTH under thissec. 10 are subject to the condition that the CUSTOMER

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AGi.

informs BOSCH REXROTH without undue delay of
the third-party claims raised,ii.

provides BOSCH REXROTH with a copy of all respective correspondence with the claimant andcourts without undue delay after receipt thereof,iii.

provides BOSCH REXROTH with the information
required to defend against the claim,iv.

on request of BOSCH REXROTH, confer to BOSCHREXROTH the exclusive right to steer the conductof the legal action by the CUSTOMER and theright to make the final decision on reaching any
judicial or out-of-court settlements andv.

supports BOSCH REXROTH to an appropriate degree in averting third-party claims.

10.5. If the CUSTOMER is ordered to cease the use of
the PRODUCT or of a part thereof either by a final
and absolute court judgment or if an preliminary
injunction is served on the CUSTOMER, then inorder to remedy the rights’ infringement BOSCHREXROTH shall, at its discretion, either obtain for
the CUSTOMER the right to continue to use the
PRODUCT, or replace or modify the PRODUCT
whilst upholding the agreed functionalities. If theaforementioned alternatives cannot be realized
by BOSCH REXROTH subject to reasonable conditions, both parties have the right to revoke thecontract. Insofar as can be reasonably expectedof the CUSTOMER, the revocation shall only be to
the extent required to rectify the infringement ofrights. BOSCH REXROTH reserves the right totake any of the measures provided by this sec.
10.5, sentence 1, if the infringement of PROPERTY RIGHTS is not finally asserted or
acknowledged by BOSCH REXROTH.
10.7. The obligation of BOSCH REXROTH to pay DAMAGES in the event of an infringement of
PROPERTY RIGHTs is otherwise governed by sec.
9.
10.8. Secs. 8.2, 8.3 and 8.6 shall apply accordingly tothe statute of limitation of claims based on an infringement of PROPERTY RIGHTs.
10.9. Further and other claims than those regulated inthis sec. 10 by the CUSTOMER based on infringements of third party PROPERTY RIGHTs are
excluded.
11.
Revocation
11.1. In the event of breach of contract by the CUSTOMER, in particular in the event of default of
payment, BOSCH REXROTH has the right, notwithstanding its other contractual and statutory
rights, to revoke the contract after expiration ofan appropriate additional grace period.

11.2. BOSCH REXROTH has the right to revoke the contract without setting an additional a grace period
ifi.

the CUSTOMER has ceased its payments;ii.

there is or threatens to be a significant deterioration in the financial circumstances of the
CUSTOMER and, as a result, performance of apayment obligation to BOSCH REXROTH is jeopardized;

iii.

the CUSTOMER has applied for insolvency proceedings or comparable debt settlement
proceedings to be opened with respect to its assets; oriv.

the CUSTOMER meets the criteria of insolvency
or over-indebtedness.

11.3. After BOSCH REXROTH declares the revocation of
the contract, the CUSTOMER shall permit BOSCHREXROTH or an agent of BOSCH REXROTH to access the GOODS subject to retention of title
without undue delay and shall surrender them. After corresponding notification given in good time,
BOSCH REXROTH may otherwise realize the
GOODS subject to retention of title pursuant tosec. 4 to satisfy the receivables of BOSCHREXROTH due from the CUSTOMER.
11.4. The CUSTOMER shall erase all data media, copiesof the SOFTWARE, including the back-up copies
pursuant to sec. 19.2, and the DOCUMENTATION
provided for use, or destroy these and confirm
this in writing to BOSCH REXROTH on request.
The same shall apply in the event of a subsequent
supply pursuant to sec. 8.4.
11.5. Statutory rights and claims are not restricted by
the provisions contained in this sec. 11.
12.
Export control
12.1. If, prior to delivery, it should transpire that contractual performance by BOSCH REXROTH has
become impossible or been rendered difficultdue
to national or international export control
regulations, in particular embargos or other sanctions, BOSCH REXROTH has the right to revoke
the contract without setting a grace period.
12.2. The delivery period is suspended in the event of
delays due to export examinations or approval
processes unless BOSCH REXROTH is accountable for this.
12.3. The CUSTOMER undertakes to furnish all the information and documents required for thedelivery purpose, for the export or movement of
the PRODUCTs to be supplied in accordance withthe contract, unless this lies in the sphere of influence of BOSCH REXROTH.

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG
CUSTOMER shall make available to BOSCHREXROTH information concerning compliancewith the obligations under paragraph 12.6.i, 12.6.ii
or 12.6.iii within two weeks of the simple requestof such information.

12.4. In the event of revocation pursuant to sec. 12.1,
the CUSTOMER’s right to claim compensation or
to claim further ther rights on account of the revocation is excluded.
12.5. When the PRODUCTS supplied by BOSCHREXROTH (including technology and the corresponding documents, irrespective of the mannerin which they are made available) and works andservices rendered by BOSCH REXROTH (including
technical support of all kinds) are handed over,transferred or provided for use in any other way
to third parties nationally or internationally, theCUSTOMER shall comply with the respectively applicable provisions of national and international(re) export control law.
12.6. Re-exportation prohibition
i.

ii.

iii.

iv.

v.

Insofar as the CUSTOMER obtains from BOSCHREXROTH PRODUCTS that are listed in Annexes
XI, XX, XXXV or XL of Council Regulation (EU) No.
833/2014 concerning re-strictive measures inview of Russia's actions destabilizing the situationin Ukraine (Russia Embargo Regulation) in theversion applicable at the time of delivery("Relevant BR-Products"), the CUSTOMER iscontractually prohibited from reselling, reexporting, supplying or otherwise passing on the
Relevant BR- Products, directly or indirectly, topersons in Russia or for use in Russia.
The CUSTOMER shall undertake its best efforts toensure that the purpose of Section 12.6.i is not
frustrated by any third parties further down thecommercial chain, including by possible resellers.
The CUSTOMER shall set up and maintain an
adequate monitoring mechanism to detect
conduct by any third parties further down thecommercial chain, including by possible resellers,that would frustrate the purpose of paragraph12.6.iIf the CUSTOMER breaches Section 12.6.i or
12.6.ii of these T&C, at least negligently, this shallentitle BOSCH REXROTH to immediately cease
further deliveries to The CUSTOMER and toterminate the contract or any single order at any
time, insofar as these have not yet been fully
performed. In this case, a previous warning letterto be issued before the termination notice shallnot be required. The statutory right of bothparties to terminate this for cause shall not beaffected by this.
The CUSTOMER shall immediately inform BOSCHREXROTH about any problems in applying
sections 12.6.i, 12.6.ii or 12.6.iii, including any
relevant activities by third parties that could
frustrate the purpose of paragraph 12.6.i. The

13.
Confidentiality
13.1. All the CONFIDENTIAL INFORMATION originatingfrom BOSCH REXROTH shall be kept secret fromthird parties and may be made available only tothose persons in the CUSTOMER’s own operations who have a need to know the respective
information for performance of the purpose of thecontract and who are similarly committed to confidentiality.
The
respective
CONFIDENTIAL
INFORMATION shall remain the exclusive property of BOSCH REXROTH. CONFIDENTIAL
INFORMATION may not be duplicated or usedcommercially without the prior consent ofBOSCHREXROTH in writing. Upon request of BOSCHREXROTH, all CONFIDENTIAL INFORMATION
originating from BOSCH REXROTH (if applicable,
inclusive of any copies or records made) andloaned items which contain CONFI- DENTIAL
INFORMATION shall be returned to BOSCHREXROTH or fully destroyed without un- due delay.
13.2. The obligation to uphold secrecy pursuant to sec.
13.1 does not apply to CONFIDENTIAL INFORMATION whichi.

were already in the lawful possession of the CUSTOMER before being handed over by BOSCHREXROTH;ii.

the CUSTOMER lawfully received from third parties without any secrecy obligations;iii.

are disclosed to third parties by BOSCH REXROTH
without any conditions regarding secrecy;iv.

are developed by the CUSTOMER itself independently of the information received;v.

have to be disclosed by law; orvi.

are disclosed by the CUSTOMER with the priorwritten consent of BOSCH REXROTH.

13.3. BOSCH REXROTH reserves all rights to the CONFIDENTIAL INFORMATION named in sec. 13.1.
14.
Reverse Engineering
14.1. Without prior consent of BOSCH REXROTH, theCUSTOMER may not undertake any observation,
examination, back engineering or testing (socalled reverse engineering) of a PRODUCT provided for use by BOSCH REXROTH.
14.2. Additionally to sec. 14.1., with respect to SOFTWARE, the CUSTOMER is not entitled, subject tosec. 18.1, to process, change, reverse engineer,
decompile or disassemble the program code

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG
thereof of parts therefrom or to otherwise establish the source code or to produce works derived
from the SOFTWARE. The obligatory, mandatory
provisions of sections 69d, 69e German CopyrightAct (UrhG) shall remain unaffected by this.
15.
Data use and data protection
15.1. BOSCH REXROTH shall have the right, insofar as
is permitted by law, to store, use, transfer and/or
exploit all the information contributed and created by the CUSTOMER in connection with the
SOFTWARE, except for personal data, beyond the
purpose of the contract for any purposes such as,
for example, statistical, analytical and internal
purposes. This right shall be unlimited and irrevocable.
15.2. Insofar as personal data is processed, BOSCHREXROTH complies with the statutory data protection regulations. In this case, the details
relating to the data collected and the respective
processing thereof are set out in the data privacy
statementsof
BOSCH
REXROTHhttps://www.boschrexroth.com/en/dc/dataprotection-notice/.
16.
Miscellaneous provisions
16.1. If a provision should be or become ineffective, theeffectiveness of the remainder of the provisions
shall remain unaffected hereby. In this case, theineffective provision shall be replaced by an admissible ruling approximating most closely the
economic purpose of the original, ineffective provision. This shall apply accordingly to any gaps of
the T&Cs.
16.2. The courts of Stuttgart, Germany, shall have jurisdiction and venue (for proceedings before thelocal court, this is the Amtsgericht (local court)in 70190 Stuttgart) or, at the election of BOSCHREXROTH, the court at the registered office of thebusiness premises carrying out the order if the
CUSTOMERi.

is a merchant, a public law legal entity or publiclaw special fund orii.

does not have a general place of jurisdiction(allgemeiner inländischer Gerichtsstand) in theFederal Republic of Germany oriii.

after entering into the contract, moves his or her
place of residence or habitual residence from theFederal Republic of Germany or if or his or her or
her or her place of residence or habitual residence is not known at the time when the legal
action is brought.

16.3. BOSCH REXROTH shall also have the right tobring legal action at a court with jurisdiction at

the registered office or establishment of the CUSTOMER.
16.4. Solely German law shall apply to all legal relations between BOSCH REXROTH and the
CUSTOMER, excluding the conflict of laws provisions. The applicability of the UN Convention on
Contracts for the International Sale of Goods(CISG) shall be explicitly excluded.
16.5. These T&Cs are available and binding in both,
German and English language. In case of discrepancies the German version shall prevail.

Additional conditions for SOFTWARE
17.
Subject matter of the license/SOFTWARE
17.1. The description of the SOFTWARE is set out in the
DOCUMENTATION which the CUSTOMER will be
provided with on request before entering into thecontract.
17.2. The SOFTWARE comprises, as far as feasible, theexecutable program code and the corresponding
DOCUMENTATION in electronic form, and installation instructions unless the SOFTWARE selfinstalls. Subject to sec. 18.1, the source code does
not form part of the subject matter of the contract.
18.
FOSS
18.1. The SOFTWARE may contain FOSS. The CUSTOMER will be provided with an up-to-date list of
the FOSS contained and the corresponding applicable FOSS license terms upon request before
entering into the contract, however at the latest,when the SOFTWARE is delivered. If the SOFTWARE contains a FOSS component, CUSTOMER’s
dealing with such FOSS component shall be primarily governed by the corresponding FOSS
license, with which CUSTOMER obliges to comply.
18.2. BOSCH REXROTH reserves the right to, over thecourse of actualizations (including updates, upgrades, respectively patches or bugfixes) or a newversion, introduce new or updated FOSS into the
SOFTWARE. The corresponding FOSS license(s)will be provided at the latest with the delivery of
the actualization. Furthermore, sec. 18.1. shallapply accordingly.
18.3. FOSS included in the SOFTWARE has no impact
on the sales price of the SOFTWARE and thus will
be provided without license fee or any other monetary compensation.
18.4. Beyond the fulfillment of its own license obligations stemming from included FOSS, BOSCHREXROTH does not render any support services
that serve the fulfillment of the CUSTOMER’s license obligations stemming from included FOSS.

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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AG
18.5. If software products are also made available fromthird-party providers and these are not to be regarded as FOSS, BOSCH REXROTH reserves theright to transfer them subject to the corresponding exclusive terms and conditions of the thirdparty provider. These software products may
solely be used in connection with the PRODUCT.
19.
Rights of use
19.1. Upon delivery of the SOFTWARE, the CUSTOMER
shall be given the non-exclusive right, unlimited
in time, to use the SOFTWARE in accordance withthe respective LICENSE TYPE and in compliancewith the specifications of the DOCUMENTATION
pursuant to these T&C. The use is only permitted
in the agreed countries of destination. In the absence of an explicit agreement, this is the country
in which the CUSTOMER has its administrativeseat.
19.2. The CUSTOMER may prepare and use back-up
copies of the SOFTWARE to the extent set out insection 69d (2) German Copyright Act (UrhG).
Back-up copies must be marked as such and be
marked with the copyright notice of the original
SOFTWARE as far as is possible. The CUSTOMER
is also bound to these T&C with respect to its useof the back-up copy.
19.3. The CUSTOMER may only engage third parties to
conduct the measures in compliance with sec.
19.2 which are not competitors of BOSCHREXROTH, unless the CUSTOMER demonstrates
that the risk of divulging important CONFIDENTIAL INFORMATION of BOSCH REXROTH is
excluded.
If BOSCH REXROTH provides the CUSTOMER
with updates (including upgrades, updates
and/or patches or bugfixes) and/or a new version
of SOFTWARE, these are also subject to the termsof these T&C, except to the extent that they arepart of a separate agreement. Once the new
SOFTWARE version has been installed, the CUSTOMER’s rights to the previous version shall end
after a transition phase of one month. Sec. 11.4
shall apply in the event of the SOFTWARE being
returned.
19.4. The CUSTOMER may not grant sub-licenses. The
CUSTOMER may, however, transfer the granted
right of use to third parties, whilst discontinuing
its own use, upon fulfillment of the following conditions:
i.

transferred in total and, if applicable, together
with each TARGET HARDWARE device which the
SOFTWARE may be used on.
ii.

The CUSTOMER shall ensure that the third party is
not granted any further rights of use to the
SOFTWARE than those to which the CUSTOMER is
entitled under these T&C and that at least thoseobligations arising from these T&C with respect to
the SOFTWARE are imposed on the third party.In
the event of a right of use being transferred to athird party, the CUSTOMER is obliged to surren-der
to the third party all the copies supplied to or
created by the CUSTOMER or to erase them. If the
CUSTOMER transfers its right to use the SOFTWARE, the CUSTOMER shall also hand over the
DOCUMENTATION to the third party.

19.5. All further rights to the SOFTWARE that are notexplicitly granted, also including, in particular, allrights to the trade mark and to other intellectual
property in the SOFTWARE shall remain withBOSCH REXROTH. Designations of the SOFTWARE, in particular copyright notices, trademarks,
serial numbers and the like may not be removed,changed or obliterated.
20.

Obligations of the CUSTOMER to collaborateandprovide information
20.1. The CUSTOMER is responsible for its hardware
and software environment being compliant withthe system requirements of the SOFTWARE; incase of doubt, the CUSTOMER shall obtain advice
from BOSCH REXROTH and/or from specialist
third parties before entering into the contract.
20.2. It is partially possible to use the SOFTWARE to
influence or control an electronic system. Therefore, taking account of the risk analysis, the
SOFTWARE may be operated (and if necessary, tobe installed) solely by qualified specialist personnel.
20.3. The CUSTOMER shall inform BOSCH REXROTH of
possible errors in the SOFTWARE without undue
delay. In this context, the CUSTOMER shall provide all the necessary information at the requestof BOSCH REXROTH. The CUSTOMER shall permit BOSCH REXROTH to access the SOFTWARE inorder to troubleshoot and rectify the errors; at theelection of BOSCH REXROTH this shall be ei-theron premise and/or by remote access.
20.4. The CUSTOMER shall secure the SOFTWARE
against being accessed by unauthorized third parties by taking suitable measures, in particularstoring all the back-up copies of the SOFTWARE
and the DOCUMENTATION in a safe place.

If the SOFTWARE was acquired together with a
TARGET HARDWARE device, the SOFTWARE may
only be passed on to third parties for use in connection with this TARGET HARDWARE. Thisapplies to floating licenses (sec. 22.5iii), subject
20.5. BOSCH REXROTH has the right to examine
to the condition that they may only be transferred
whether the SOFTWARE is being used in complito third parties by the CUSTOMER if they are
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General Terms and Conditions of Deliveries and Services by Bosch Rexroth AGance with the LICENSE TYPE. To this end, BOSCHREXROTH may require information from the CUSTOMER and inspect the books and documents,
including the CUSTOMER’s hardware and software environment, insofar as, as a result, details
can be obtained on the extent of usage of the
SOFTWARE. To this end BOSCH REXROTH shallbe granted access to the CUSTOMER’s businesspremises during normal working hours after having given advance notification of at least two
weeks. The CUSTOMER shall ensure, to an extent
that can be reasonably expected, that the audit
can be conducted by BOSCH REXROTH and shallcollaborate in the audit. BOSCH REXROTH shalluse all the information it acquires during the audit
only for vetting compliance with the LICENSE
TYPE. The CUSTOMER may demand that the audit
be conducted on site by an agent of BOSCHREXROTH committed to professional secrecy. The
costs of the audit shall be borne by BOSCHREXROTH unless the audit reveals that there is a
SHORTFALL IN LICENSE COVER. In this case the
CUSTOMER shall bear the costs of the audit.
20.6. In the event of a SHORTFALL IN LICENSE COVER,
the CUSTOMER shall pay the unpaid remuneration on the basis of the valid general price list forcomparable services at the time when the shortfall is discovered plus liquidated damages in an
amount equal to 10 % of the value of the SHORTFALL IN LICENSE COVER. The CUSTOMER may
evidence that the damage was lower. In addition,
the CUSTOMER shall discontinue every SHORTFALL IN LICENSE COVER without undue delay.
20.7. The CUSTOMER shall take reasonable precautions in case the SOFTWARE fails to work
properly either in whole or in part (e.g. by meansof daily data back-up, malfunction diagnosis, regularly examining the data processing results).
Unless the CUSTOMER explicitly indicates otherwise in advance, BOSCH REXROTH may assume
that there has been a back-up of all data of the
CUSTOMER which BOSCH REXROTH can comeinto contact with.
21.
ENGINEERING SOFTWARE
21.1. The information and graphical representations
stored in the ENGINEERING SOFTWARE serve
solely to describe the respective PRODUCTs andlose their validity when the PRODUCTs represented there and/or the corresponding technical
DOCUMENTATION are/is changed, at the latest,
however, when a new version of the ENGINEERING SOFTWARE is issued. The information andgraphical representations stored in the ENGINEERING SOFTWARE are not intended for any
constructional or development purposes independent from PRODUCTS.

21.2. ENGINEERING SOFTWARE does not verify thegenerated results on the accuracy of the calculation or of the software generated or changed
and/or to its executability and suitability for application. The responsibility for the selection anddimensioning and/or configuration of PRODUCTS
and/or for the software generated or changed withthe help of the ENGINEERING SOFTWARE
therefore lies solely with the CUSTOMER. A
PRODUCT order is placed solely on the basis of
the catalogue details and of the DOCUMENTATION belonging to the PRODUCT.
21.3. If and insofar as a copyrighted material is created
for the CUSTOMER as a result of changing/generating software by using ENGINEERINGSOFTWARE
or if the CUSTOMER applies for/ac- quires a
PROPERTY RIGHT based on
the abovechange/creation, the CUSTOMER shall notify
BOSCH REXROTH thereof without undue delay
and grant to BOSCH REXROTH a non-exclusive,
irrevocable license unlimited as to time and freeof charge, which also confers upon BOSCHREXROTH the right to grant sub-licenses; with regard to PROPERTY RIGHTs the CUSTOMER shall
grant a license to BOSCH REXROTH in a separate
contract subject to customary market conditions.
22.
Definitions
22.1. DOCUMENTATION: All the information necessary
to be able to work with the SOFTWARE in accordance with the designated purpose.
22.2. ENGINEERING SOFTWARE: SOFTWARE with which
certain PRODUCTs can be selected, calcu- lated,dimensioned and/or configured and/or a toolbox
comprising
SOFTWARE
components
anddevelopment environment to support the CUSTOMER when creating/changing software.
22.3. FOSS: Free and Open Source SOFTWARE andthird-party software under a royalty-free license.
22.4. CONFIDENTIAL INFORMATION: Information in accordance with sec. 2 no. 1 of the German Trade
Secrets Act (GeschGehG).
22.5. LICENSE TYPE: Determines the scope of the
SOFTWARE use and the number of users. BOSCHREXROTH distinguishes between the following LICENSE TYPES:i.

Single/work station license: the SOFTWARE may
be used on one single TARGET HARDWARE device.

ii.

Volume/multiple/multi license: a specific numberof individual licenses.

iii.

Network/server/copy or floating license: the
SOFTWARE may be installed on a network server
and/or on any number of TARGET HARDWARE devices incorporated into the local network. In thisPage 10 of 11

General Terms and Conditions of Deliveries and Services by Bosch Rexroth AGcase the SOFTWARE may only be used simultaneously on a certain number of TARGET HARDWARE
devices and/or workstations.
iv.

Corporate license: the SOFTWARE may be used at
the agreed establishments of the CUSTOMER’s
undertaking.

22.6. SHORTFALL IN LICENSE COVER: Use of the SOFTWARE beyond the agreed right of use.

Code (BGB).
22.9. PROPERTY RIGHT: Industrial PROPERTY RIGHT or
third-party copyright.
22.10. SOFTWARE: Either stand-alone software contained in the scope of delivery from BOSCHREXROTH or software flashed onto GOODS or
TARGET HARDWARE.

22.7. PRODUCT: GOODS and/or SOFTWARE.

22.11. GOODS: Material items for delivery contained in
the scope of delivery of BOSCH REXROTH.

22.8. DAMAGES: Damages and reimbursement of futile
expenditure as defined in sec. 284 German Civil

22.12. TARGET HARDWARE: GOODS or a customer device on which the SOFTWARE is installe

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