Terms and Conditions for the Provision of
Products of Bosch Rexroth AG Free of Charge
Version: 10.02.2021
These Terms and Conditions (hereinafter: “T&C”) apply to the provision to the Customer (hereinafter: “CUSTOMER”)
for use free of charge of PRODUCTS of Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr a. Main,
http://www.boschrexroth.com (hereinafter: “BOSCH REXROTH”). Separate terms and conditions apply to other typesof provision for use. 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 madeto its standard business terms and if BOSCH REXROTH does not explicitly reject them in this case.
1. General provision
1.1. The meaning set out in the Preamble and in sec. 21
Definitions applies to the capitalized terms used inthese T&C.
1.2. Amendments and supplements to these T&C must
be made in written form. Emails do not comply
with the written form requirement.
1.3. BOSCH REXROTH has the right to revoke its offer
at any time unless the CUSTOMER has accepted it.
2. Subject matter
2.1. The subject matter of these T&C is the provision foruse on loan of PRODUCTS of BOSCH REXROTH.
2.2. Insofar as, under the circumstances of the contract
entered into, this results in the provision for use of
PRODUCTS of BOSCH REXROTH as a gift, these
T&C shall apply by analogous application hereof,
with the exception of secs. 8, 9.2, 11-13.
2.3. In case of provision for use of PRODUCTS as a gift
the rights of use for SOFTWARE of sec. 7.6 shall be
granted unlimited in time.
2.4. The provision for use of PRODUCTS as a gift can be
revoked by BOSCH REXROTH at any time and without complying with a period of notice for a compelling reason [Kündigung aus wichtigem Grund]and/or in writing. A compelling reason exists, inparticular, if the CUSTOMER violates rights of useof BOSCH REXROTH by using the PRODUCTS to an
extent beyond that permitted under these T&C.
BOSCH REXROTH reserves the right to claim damages.
3.

Conclusion of the contract
The contract is concluded upon an agreement being entered into or, when orders are placed online,
upon receipt of an order confirmation from BOSCHREXROTH or with the download of SOFTWARE.

4. Delivery
4.1. Delivery dates are nonbinding.
4.2. Delivery of the GOODS and the passing of risk are
effected FCA place of dispatch of the plant supplying the GOODS (Incoterms® 2020), unless explicitly agreed otherwise. This also applies for provision of SOFTWARE per data medium or for
SOFTWARE preinstalled on TARGET HARDWARE atdelivery.
4.3. 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.
4.4. 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 namedin the DOCUMENTATION. The delivery obligation of
BOSCH REXROTH shall be met by providing the actualization. The CUSTOMER is obliged to performthe actualization.
4.5. 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 inenergy 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 BOSCHREXROTH or its sub-suppliers. This includes alsodifficulties to procure raw material as well as inadequate or delayed deliveries by suppliers due toforce majeure.
5. SOFTWARE
5.1. The description of the SOFTWARE is set out in the
DOCUMENTATION which the CUSTOMER will be
provided with on request before entering into thecontract.
5.2. The SOFTWARE comprises, as far as feasible, theexecutable program code and the corresponding
DOCUMENTATION in electronic form, and installation instructions unless the SOFTWARE self-installs or
instructions on embedding the
ENGINEERING SOFTWARE in a simulation environment. Subject to sec. 6.1, the source code does notform part of the subject matter of the contract. The
Model shall always be regarded as a whole and individual part models may not be extracted from thewhole and used separately.
5.3. BOSCH REXROTH has the right to take technicalmeasures to protect the SOFTWARE against any unauthorized use, e.g. by means of program locks.

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Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Charge
CUSTOMER may not remove such protective mechanisms from the SOFTWARE or work around them.
It can be necessary to apply for a license key toactivate the SOFTWARE after installation and if the
SOFTWARE and/or hardware environment ischanged.
5.4. The security level and resultant measures arise outof the description of the PRODUCT either provided
before the conclusion of the contract or agreed ina separate document (e.g. in DOCUMENTATION or
catalogue). Unless agreed otherwise, it is the
CUSTOMER’s responsibility to, by choosing adequate technical and/or organizational measures,
ensure the IT-security of its systems when integrating or using the SOFTWARE taking into consideration the technical nature of the SOFTWARE. Thisapplies in particular when the CUSTOMER is an operator of a critical infrastructure in the sense of
sec. 2 sec. 10 German BSI-Act.
5.5. The information and graphical representations
stored in the ENGINEERING SOFTWARE serve
solely to describe the respective products and lose
their validity when the products represented there
and/orthecorresponding
technical
DOCUMENTATION are/is changed, at the latest,
however, when a new version of the ENGINEERINGSOFTWARE is issued. The information and graphical representations stored in the ENGINEERINGSOFTWARE are not intended for any constructionalor development purposes independent from products. ENGINEERING SOFTWARE does not contain
information on the technical application limits
and/or compliance with norms and standards.
5.6. ENGINEERING SOFTWARE does not verify the generated results on the accuracy of the calculation orof the software generated or changed and/or to its
executability and suitability for application. The responsibility for the selection and dimensioning
and/or configuration of products and/or for thesoftware generated or changed with the help of the
ENGINEERING product 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.
5.7. If and insofar as a copyrighted material is created
for the CUSTOMER as a result of changing/generating software by using ENGINEERING SOFTWARE
or if the CUSTOMER applies for/acquires a
PROPERTY RIGHT based on the above change/creation, the CUSTOMER shall notify BOSCHREXROTH thereof without undue delay and grant to
BOSCH REXROTH a non-exclusive, irrevocable license unlimited as to time and free of charge,
which also confers upon BOSCH REXROTH theright 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.

6. FOSS & third party software
6.1. 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 be-fore 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 shallbe primarily governed by the corresponding FOSS
license, with which CUSTOMER obliges to comply.
6.2. 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 in-to the
SOFTWARE. The corresponding FOSS li-cense(s)will be provided at the latest with the delivery of
the actualization. Furthermore, sec. 6.1. shall apply
accordingly.
6.3. 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.
6.4. 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 third-party
provider. These software products may solely be
used in connection with the PRODUCT.
7. Rights of use
7.1. The CUSTOMER does not have the right to use the
PRODUCTS for a purpose other than the contractual purpose agreed and/or other than for use inconformity with the contract.
7.2. The PRODUCTS may only be further processed insofar as this corresponds to the original purpose ofuse or if BOSCH REXROTH has given separate permission.
7.3. Furthermore, without the explicit consent of
BOSCH REXROTH in writing, the PRODUCTS may
not, in particular, be reproduced, sold, transferred
as security, leased, pledged or otherwise passedon or used for third parties.
7.4. Designations of the SOFTWARE, in particular copyright notices, trademarks, serial numbers and thelike may not be removed, changed or otherwise
rendered illegible.
7.5. Further, the CUSTOMER is not entitled to transport
GOODS to a location other than the agreed placeof use. In case of doubt, the place of use is considered to be at the order address of the CUSTOMER.
7.6. Upon delivery of the SOFTWARE, the CUSTOMER
shall be given the non-exclusive right, limited intime, to use the SOFTWARE in accordance with therespective license type and in compliance with thePage 2 of 6

Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Charge
specifications of the DOCUMENTATION pursuant tothese 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 administrative seat.
7.7. As an exception to sec. 7.3 duplications of the Software are only permitted insofar as this is necessary
for the contractual use. The CUSTOMER may makeback-up copies of the Software in accordance withthe state of the art to the extent necessary. Backup copies shall be marked as such and marked withthe copyright notice of the original Software insofar as this is possible. The use of the back-up copy
is only permitted if the copy of the Software originally provided by the BOSCH REXROTH has deteriorated or perished. The CUSTOMER is also subject
to these T&C in respect of the use of the back-up
copy.
7.8. The CUSTOMER is not entitled, subject to sub-sec.
6.1, to edit, change, reverse engineer, decompile
or disassemble the program code of the
SOFTWARE or parts thereof or to otherwise establish the source code or to create derivative works
based on the SOFTWARE. The mandatory, obligatory provisions of secs. 69d, 69e German CopyrightAct (UrhG) shall remain unaffected.
7.9. The CUSTOMER may only engage third parties to
conduct the measures in compliance with sec. 7.7,
7.8 which are not competitors of BOSCHREXROTH, unless the CUSTOMER demonstrates
that the risk of divulging important CONFIDENTIAL
INFORMATION (especially function and design of
the SOFTWARE APPLICATION) of BOSCHREXROTH is excluded.
7.10.
If BOSCH REXROTH voluntary provides
CUSTOMER with actualizations during the term of
the contract, these shall also be subject to these
T&C except insofar as they are the subject matterof a separate agreement.
8. Ownership8.1. BOSCH REXROTH remains owner of
PRODUCTS during the term of the contract.

the8.2. Unless it has the consent of BOSCH REXROTH inwriting, the CUSTOMER may not make the GOODS
into the principal component or an accessory of another thing. If the GOODS has to be connected toreal property or fitted into a building or plant as amatter of principle in order to be operated, thenthis shall only be performed for a temporary purpose within the meaning of sec. 95 German Civil
Code (BGB) with the intention of separating it
upon termination of the contractual relationship.
9. Remuneration
9.1. The PRODUCT shall be provided to the CUSTOMER
free of charge.
9.2. BOSCH REXROTH reserves the right to collect a security deposit prior to supply. After the due returnof the PRODUCTS, the security deposit will be paidback to the CUSTOMER. BOSCH REXROTH has theright to offset claims under sec. 12 against the security deposit.
10. Duties of CUSTOMER to collaborate and provide
information
10.1.
CUSTOMER is responsible for its hardware andsoftware environment being compliant with thesystem requirements of the SOFTWARE; in case of
doubt CUSTOMER shall obtain advice from BOSCHREXROTH or an expert third party before entering
into the contract.
10.2.
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.
10.3.
The CUSTOMER shall inform BOSCH REXROTHof possible errors in the SOFTWARE without undue
delay. In this context, the CUSTOMER shall provide
all the necessary information at the request of
BOSCH REXROTH. The CUSTOMER shall permit
BOSCH REXROTH to access the SOFTWARE in order to troubleshoot and rectify the errors; at theelection of BOSCH REXROTH this shall be either on
premise and/or by remote access.
10.4.
The CUSTOMER shall secure the SOFTWARE
against being accessed by unauthorized third parties by taking suitable measures, in particular storing all the back-up copies of the SOFTWARE andthe DOCUMENTATION in a safe place.
10.5.
The CUSTOMER shall take reasonable precautions in case the SOFTWARE fails to work properly
either in whole or in part (e.g. by means of 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 come into contact
with.
11. Term and termination
11.1.
If no fixed contract term has been agreed, bothparties have the right to terminate the use on loan
at any time with immediate effect by returning/requesting return of the PRODUCTS.
11.2.
If a fixed contract term has been agreed, sec.
605 German Civil Code (BGB) and the right to terminate the contract for a compelling reason [Kündigung aus wichtigem Grund] shall each be unaffected.
12. Liability of the CUSTOMER
12.1.
The CUSTOMER shall bear the costs of maintaining the GOODS and, in derogation from sec.
602 German Civil Code (BGB), is responsible forPage 3 of 6

Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Chargechanges to or deterioration of the GOODS that
are/is caused by use in conformity with the contract.

tions 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 propertyof
BOSCH
REXROTH.
CONFIDENTIAL
INFORMATION may not be duplicated or used commercially without the prior consent of BOSCHREXROTH in writing. Upon request of BOSCHREXROTH, all CONFIDENTIAL INFORMATION originating from BOSCH REXROTH (if applicable, inclusive of any copies or records made) and loaned
items which contain CONFIDENTIAL INFORMATION
shall be returned to BOSCH REXROTH or fully destroyed without undue delay

12.2.
Damage occurring to or the destruction of theloaned PRODUCTS during the contract term shallbe borne by the CUSTOMER and the CUSTOMER
will be charged for them in an invoice from BOSCHREXROTH. Sec. 254 German Civil Code (BGB) shallbe reserved.
12.3.
The limitation period for claims by BOSCHREXROTH under this sec. 12 is 12 months.
13. Return
13.1.
Upon expiration of the contract term, theCUSTOMER is obliged to dispatch the GOODS, including the assembly and operating instructions
and packaging, without undue delay in a proper,
particularly cleaned condition and in full back to
the dispatch unit of the supplying facility of BOSCHREXROTH at the CUSTOMER’s own expense.
13.2.
CUSTOMER shall delete or destroy all the data
media, copies of the SOFTWARE including theback-up copies and the DOCUMENTATION provided for use and confirm this to BOSCH REXROTH
in writing upon request.
13.3.
The CUSTOMER undertakes that with respect
to the return of the PRODUCTS, it waives any rightof retention whatsoever, for whatever legal
grounds. If the CUSTOMER has not complied with
its obligations to BOSCH REXROTH under sec. 13.1
and/or 13.2 upon termination of the contract, theCUSTOMER is obliged to pay a lump-sum claim fordamages equal to the list price of the PRODUCT.
The CUSTOMER reserves the right to demonstrateless damage.
14. Defects as to quality/defects of title
Except in the event of intent BOSCH REXROTH
shall not provide any warranty for defects as totitle or for defects as to quality.
15. Claims for DAMAGES
15.1.
BOSCH REXROTH shall be liable for damages
solely in accordance with the provisions of statutefor injury to life and limb, for damage based on the
Product Liability Act, and for damage caused by intent by BOSCH REXROTH.
15.2.
The foregoing restrictions of liability shall also
apply to the personal liability of the employees,
representatives
and/ororgansofBOSCH
REXROTH.
15.3.
A liability due to privacy laws remains unaffected.
16. Confidentiality
16.1.
All the CONFIDENTIAL INFORMATION originating from BOSCH REXROTH shall be kept secretfrom third parties and may be made available only
to those persons in the CUSTOMER’s own opera-

16.2.
The obligation to uphold secrecy pursuant tosec. 16.1 does not apply to CONFIDENTIAL
INFORMATION whicha) were already in the lawful possession of the
CUSTOMER before being handed over by
BOSCH REXROTH;b) the CUSTOMER lawfully received from third
parties without any secrecy obligations;c) are disclosed to third parties by BOSCHREXROTH without any conditions regarding
secrecy;d) are developed by the CUSTOMER itself independently of the information received;e) have to be disclosed by law; orf) are disclosed by the CUSTOMER with theprior written consent of BOSCH REXROTH.
16.3.
BOSCH REXROTH reserves all rights to the
CONFIDENTIAL INFORMATION named in sec. 16.1.
17. Reverse engineering
17.1.
Without prior consent of BOSCH REXROTH, theCUSTOMER may not undertake any observation,
examination, back engineering or testing (so-called
reverse engineering) of a PRODUCT provided foruse by BOSCH REXROTH.
17.2.
Additionally to sec. 17.1., with respect to
SOFTWARE, the CUSTOMER is not entitled, subject
to sec. 6.1, to process, change, reverse engineer,
decompile or disassemble the program code
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.
18. Use of DATA and data protection
18.1.
BOSCH REXROTH shall have the right to use,
store, copy, modify, analyze, provide or otherwise
process DATA contributed, created and transmitted by the CUSTOMER or its end customer in connection with the SOFTWARE for contractual purposes during the contractual term.
18.2.
BOSCH REXROTH shall have the right, to use
DATA contributed, created and transmitted by the
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Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Charge
CUSTOMER or its end customer in connection with
the SOFTWARE in anonymized form for machinelearning and product improvement or product expansion. This right shall be unlimited, irrevocable
free of charge and worldwide. The CUSTOMER warrants that it has not entered into any agreements
opposing such use.
18.3.
BOSCH REXROTH shall have the right, insofar
as is permitted by law, to store, use, transfer
and/or exploit all the information contributed andcreated 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. These purposes include, inter alia, the production, commercialization and distribution of the
products and services of BOSCH REXROTH and, forexample, statistical, analytical and internal purposes. This right shall be unlimited, irrevocable,
free of charge and worldwide. The CUSTOMER warrants that it has not entered into any agreements
opposing such use.
18.4.
If personal data is to be transmitted by
CUSTOMER to BOSCH REXROTH (this also includes pseudonymized data), the CUSTOMER shallensure that the applicable provisions of data protection law are complied with. The CUSTOMER is
obliged to obtain any consent that is required fromthe data subject affected insofar as personal data
is processed and if no statutory or other basis for
permission applies. In the event of a violation, theCUSTOMER shall indemnify BOSCH REXROTH fromand against any claims by third parties.
18.5.
Insofar as personal data is processed, BOSCHREXROTH and/or its AFFLIATED COMPANY comply
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 statements of BOSCH REXROTH(https://www.boschrexroth.com/en/dc/dataprotection-notice/) or its AFFILIATED COMPANY ofwhich the CUSTOMER will be advised in an appropriate manner.
18.6.
Insofar as personal data is processed jointly by
BOSCH REXROTH and the CUSTOMER within themeaning of Art. 26 GDPR, the rights and obligations
and details of the data collected and the respective
processing thereof shall be determined under anagreement to be entered into separately in compliance with Art. 26 (1) sentence 1 GDPR.
18.7.
The rights of BOSCH REXROTH under this sec.
18 also apply accordingly in favor of companies in
the Bosch Group of companies.
19. Export control
19.1.
If it should transpire that contractual performance by BOSCH REXROTH has become impossible or been rendered difficult due to national orinternational export control regulations, in particular embargos or other sanctions, BOSCH REXROTH
has the right to revoke or terminate the contract
without setting a grace period.
19.2.
The delivery period is suspended in the eventof delays due to export examinations or approval
processes unless BOSCH REXROTH is accountable
for this.
19.3.
The CUSTOMER undertakes to furnish all theinformation and documents required for the accessto the SOFTWARE for the export or movement of
the SOFTWARE and DATA or the integration of service provider in accordance with the contract, unless this lies in the sphere of influence of BOSCHREXROTH.
19.4.
In the event of revocation pursuant to sec.
19.1, the CUSTOMER’s right to claim compensation or to claim further rights on account of the revocation is excluded.
19.5.
When the PRODUCTS supplied by BOSCHREXROTH (including technology and the corresponding documents, irrespective of the manner inwhich they are made available) and works and services rendered by BOSCH REXROTH (including
technical support of all kinds) are handed over,transferred or provided for use in any other way tothird parties nationally or internationally, theCUSTOMER shall comply with the respectively applicable provisions of nation-al and international(re) export control law.
20. Miscellaneous provisions
20.1.
If a provision should be or become ineffective,the effectiveness of the remainder of the provisions
shall remain unaffected hereby. In this case, the ineffective provision shall be replaced by a permissible agreement approximating most closely the economic purpose of the original, ineffective provision. This shall apply accordingly to any gaps of the
T&Cs.
20.2.
The courts of Stuttgart, Germany, (for proceedings before the local court, this is the Amtsgericht(local court) in 70190 Stuttgart) shall have exclusive jurisdiction and venue insofar as this is legallypermissible. BOSCH REXROTH reserves the right,
however, to take legal action at a court with jurisdiction at the registered office or establishment of
CUSTOMER.
20.3.
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.
20.4.
These T&Cs are available and binding in both,
German and English language. In case of discrepancies the German version shall prevail.
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Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Charge
21. Definitions
21.1.
AFFILIATED COMPANY: Every legal entity
which is controlled by BOSCH REXROTH, which
controls BOSCH REXROTH or which is jointly-controlled together with BOSCH REXROTH. Control isdeemed to exist where more than fifty percent (50%) of the capital shares or voting rights is held or
where the corporate management and policy arecontrolled either directly or indirectly on the basisof capital shares, by virtue of agreements or in any
other way.
21.2.
DATA: Collective term for all the data exchanged and processed under the provision of
PRODUCTS free of charge.
21.3.
DOCUMENTATION: All the information required to be able to work with the software application in accordance with the intended use.
21.4.
ENGINEERING SOFTWARE: SOFTWARE withwhich certain products can be selected, calculated, dimensioned and/or configured and/or atoolbox comprising Software components and development environment to generate additional information and/or to support the CUSTOMER whencreating/changing SOFTWARE.
21.5.
FOSS: Free and Open Source SOFTWARE andthird-party software under a royalty-free license.
21.6.
CONFIDENTIAL INFORMATION: Information inaccordance with sec. 2 no. 1 of the German Trade
Secrets Act (GeschGehG).
21.7.

PRODUCT: GOODS and/or SOFTWARE.

21.8.
DAMAGES: Damages and reimbursement of futile expenditure as defined in sec. 284 German
Civil Code (BGB).
21.9.
PROPERTY RIGHT: Industrial property right or
copyright of a third party or of the CUSTOMER.
21.10. SOFTWARE: Either stand-alone software contained in the scope of delivery from BOSCHREXROTH or software flashed onto GOODS or
TARGET HARDWARE.
21.11. GOODS: Material items for delivery containedin the scope of delivery of BOSCH REXROTH.
21.12. TARGET HARDWARE: GOODS or a customer
device on which the SOFTWARE is installed.
© Bosch Rexroth AG

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