General Terms and Conditions for
Software Work and Service of Bosch Rexroth AG
Version: 19.11.2018
These General Terms and Conditions apply to the provision of software work and service performances to the customer (hereinafter: "Customer") by Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr a. Main, www.boschrexroth.de (hereinafter: "Provider"). The Customer intends to implement the software and, if applicable, work results provided for use by the Provider for the
Customer’s own business operations. Separate terms and conditions shall apply to other types of work and services and/or
provision of software for use. Standard business terms and conditions of the Customer shall not apply, those terms and conditions are explicitly objected. This shall apply 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 is controlled by the Customer, which controls the Customer
or which is jointly-controlled together with a Customer.
Control is deemed to exist where more than fifty percent (50 %) of the capital shares or voting rights is heldor where the corporate management and policy arecontrolled either directly or indirectly on the basis ofcapital shares, by virtue of agreements or in any other
way.

1.2.

Backup Copy: A copy of a software which is producedin case the original Software is damaged or inadvertently deleted.

1.3.

Bugfix: Error correction.

1.4.

Commencement of License: Date when the remuneration has been paid in full by the Customer.

1.5.

Confidential Information: Software and Work Results
including the source code (with the exception of Open
Source Software components) and the Documentation and the information included in Work Results,
Software and Documentation and other materials or
information otherwise communicated which is/aremarked by the Provider as being “confidential” or
which is/are otherwise to be considered as confidential.

1.6.

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

1.7.

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

1.8.

Individual Software: Software that is developed or
adapted for a specific Customer (for distinction: seeStandard-Software).

1.9.

License Data: In the order documents, possibly a type
key named as an order item of its own or a material
number and license type in conjunction with the catalogue details valid at the time of the order and with thelicense sheet or device pass [Gerätepass] provided.

1.14. Underlicensing: Use of the software in a manner exceeding the agreed scope and type of use agreed.
1.15. Update: A new version of the software containing improvements to the program or new and/or changed
functionalities.
1.16. Upgrade: Renewal of the software version with considerably expanded function.
1.17. Workaround: A procedure circumventing a known
malfunction of the software.
1.18. Work Results: All the works created individually for the
Customer by the Provider including associated documentation excluding the (individual) software.
2.
2.1.

The subject matter of these General Terms and Conditions is the production and provision for use by theProvider of individual software for an unlimited periodof time as well as other software work and service performances (hereinafter collectively: "Performance").
The Customer and the Provider shall agree on the details of rendering the Performance, e.g. Performancetargets, subject matter, scope, content, locations, underlying factual and technical conditions, in a separate
document. In this connection the parties shall specify
in particular whether the respective subject matter isperformance of a work or service. All the quotations of
the Provider shall be non-binding unless otherwise explicitly specified in the quotation.

2.2.

The owed Individual Software partially includes Standard Software (hereinafter collectively: "Software").
The Software shall always be regarded as a wholeand individual parts may not be extracted from thewhole and used separately. If parts are used separately, an independent separate license agreement
must be concluded in this respect.

2.3.

The Software comprises executable program codeand corresponding Documentation in electronic form
and the installation instructions if the Software does
not install itself. Subject to the provisions of sub.-sec.
2.4., the source code does not form part of the subject
matter of the contract.

2.4.

The Software 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 Software is delivered at thelatest.

2.5.

Insofar as software products of third party providers
which are not covered by FOSS are also provided together with the Software, such products may solely be

1.10. Patch: A correction supplied to close security gaps orremedy errors including add-ons of functions.
1.11. Standard Software: Software that has been developed
or is adaptable (parametrizable) for a non-specificgroup of Customers, i.e. software not covered by subsec. 1.11. (for the distinction see: Individual Software).
1.12. Target Hardware: A device on which the software is or
will be installed.
1.13. Type of License: Determines the scope of use of thesoftware and the number of users, see sub-sec. 6.5.

Performance

General Terms and Conditions for Software Work and Service of Bosch Rexroth AG
used in connection with the Software. Special terms
and conditions of use can possibly apply in this respect which the Customer will be advised of in an appropriate form.
2.6.

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

extent set forth in section 13 in all cases of delayed Performance, even after expiry of an extended time period set for the Provider.
3.7.

Except insofar as otherwise explicitly agreed, the Provider has the right to transmit the Work Results to theCustomer by means of electronic transmission. If Performance is shipped, the delivery and prices shall bedeemed to be FCA place of dispatch of Provider (Incoterms® 2010).

3.8.

The Software shall be delivered in the version whichis stated in the License Data. If the Software is provided on a data medium or installed on a Target Hardware, this might not contain the version stated in the
License Data. In this case, the owed version shall be
supplied in retrospect. The delivery and passing of riskof the Software shall be effected at the Provider’s election and, unless otherwise agreed, either by virtue oftransmission by e-mail or by virtue of making the Software available as a download and transmitting the information necessary for the download or by virtue of
handing it over to the carrier for dispatch.

3.9.

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.

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 the Provider shall only be considered binding if they havebeen explicitly specified as being binding by the Provider in writing in advance.

3.4.

The precondition for the commencement of and adherence to agreed dates for Performance is the fulfilment of the collaboration obligations, in particular thepunctual 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 havebeen agreed shall be extended accordingly in theevent of non-compliance with the collaboration obligations. The period of extension shall be calculated on
the basis of the duration of the delay of the non-contractual collaboration or information and of any othertime-related effects ensuing therefrom, (e.g. taking account of the necessary start-up time).

4.1.

If, 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 andshall provide an initial estimate of the impacts whichthese will have on the contract, in particular on dates
and the agreed remuneration.

4.2.

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

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 to industrial action affecting the Provider.

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 the contract
without change unless the Customer instructs the Provider in writing that the work shall be discontinued or
restricted pending a decision on the change to Performance or the parties reach a separate agreement on
a detailed examination of the change request or on thechange 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.

3.5.

3.6.

If the Provider is in default pursuant to these contract
terms, the Customer may, at the request of the Provider, 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:a.)

The Customer may only give notice of termination of the contract in accordance with the 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 the

4.

5.
5.1.

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Change in Performance

Acceptance Procedure for Work

Within two (2) weeks of receipt of the Provider’s written request for acceptance and provision of the Performance, the Customer shall undertake the acceptance test and prepare an acceptance record inGeneral Terms and Conditions for Software Work and Service of Bosch Rexroth AG
writing. 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.
5.2.

The Performance shall be deemed accepted if the
Customer does not refuse acceptance in writing on
account of defects within two (2) weeks of notificationof readiness for acceptance and provision of the Performance or if the Customer uses the Performance inwhole or in part, with the exception of use in connection with the acceptance test. Defects that are insignificant do not give rise to the right to refuse acceptance.

5.3.

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

6.1.

6.6.

Further, without the prior consent of the Provider inwriting, the Customer may not offer as a service any
services using the Software and Work Results, suchas Software services or training courses for persons
who are not employees of the Customer.

6.7.

The Customer is not entitled to grant sub-licenses.
The Customer does, however, have the right to transfer on to third parties the rights of use of the Softwareand Work Results granted to the Customer whilst relinquishing its own use. If Work Results and Software
are acquired with a Target Hardware, it may only bepassed on for use by third parties together with thisTarget Hardware. The Customer shall ensure that thethird party is not granted any rights of use to the Software and Work Results that are more far-reaching
than those the Customer is entitled to under theseterms and that at least those obligations are imposedon the third party which derive from this Agreementwith respect to the Software and Work Results. In theevent of a transfer of a right of use to a third party, theCustomer is obliged to surrender to the third party all
the copies supplied to or made by the Customer or todelete them. If the Customer transfers its right of use,
it shall also hand over the License Data and the Documentation to the third party.

6.8.

The Customer has the right to reproduce and process
the Work Results, to transfer them to other forms ofpresentation and to otherwise change, continue andsupplement them. In this respect the provisions of
sub-secs. 11.6.d. and 13.3 shall apply. The Customer
is not entitled, subject to sub-sec. 2.4. and unless otherwise contractually agreed, to edit, change, reverse
engineer, decompile or disassemble the Software or
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 Copyright Act (UrhG) shall remain unaffected by this, however.

6.9.

The Customer may not commission third parties whoare competitors of the Provider to conduct measures
which are in accordance with sub-sec. 6.8. (secs. 69d,
69e UrhG) unless the Customer proves that the danger of disclosing important business and trade secretsof the Provider (in particular functions and design of
the Software) is ruled out.

Rights of Use

Upon Commencement of the License, the Customer
shall receive a non-exclusive right of use, unlimited as
to time, to use the Work Results and provided Software for the purpose indicated in the Preamble and inaccordance with the provisions of this document andin compliance with the documentation.

6.2.

The permissible commercial use covers the installation, loading to the working memory, display and execution of the Software and the intended use of the
Software by the Customer for its own business purposes. The Customer may transfer the Software fromone device (target hardware) or workplace to anotherdevice (target hardware) or to another workplace if it
is ensured at all times that the Software can only be
used in accordance with the scope agreed for the respective license model.

6.3.

Duplications of the Software are only permitted insofar
as this is necessary for the contractual use. The Customer may make Backup Copies of the Software inaccordance with the state of the art to the extent necessary. Backup Copies shall be marked as such andmarked with the copyright notice of the original Software insofar as this is possible. The use of the Backup
Copy is only permitted if the copy of the Software 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 return of the Software.

6.4.

The use of Work Results and of the Software is only
permitted in the countries of destination agreed. In theabsence of an explicit agreement, this is 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 the License Data.
a.) In the case of a single user / workstation license,
the Customer has the right to use the Software on
one single Target Hardware device.
b.) In the event of a volume / multiple / multiple-user
license, the Customer has the right to use a specific number of individual licenses.

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 Software or Work Result, then these
are also subject to these Terms and Conditions, except to the extent that they form the subject matter ofa separate agreement. After installation of the new
Software version, the Customer’s rights to the previous version shall end after a one (1) month transition
phase. When the Software is returned, Section 10
shall apply.
6.11. All further rights to the Software 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 Software or Work Results, shall remain with the Provider. Designations of
the Software and of the Work Results, in particular
copyright notices, trademarks, serial numbers and thelike may not be removed, changed or otherwise rendered illegible.
6.12. Notwithstanding the type of the grant of rights, the Provider shall remain entitled toSeite 3 von 7

General Terms and Conditions for Software Work and Service of Bosch Rexroth AGa.)produce comparable Work Results and Softwarewith 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 and material basis and if this agreement does not contain any
other provisions on invoicing, then the Provider shallissue 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, the remuneration shall
fall due in accordance with a separately agreed payment plan. If no such payment plan has been agreed,
payments on account, each of equal amounts, shallbe due for payment after (i.) commencement of thecontract, (ii.) the first part delivery, (iii.) provision for
acceptance and (iv.) acceptance.

7.3.

7.4.

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 in accordancewith the Travel Expense Guidelines of the Provider
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 is deemed to constitutetime spent on Performance and shall be invoiced on atime and material basis at fifty percent (50%) of therespective daily rate.
Unless otherwise agreed in writing, all of the Provider’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.

Duties of the Customer to Collaborate andProvide Information

8.1.

The Customer shall be responsible for the Performance corresponding to its needs and wishes to theextent that this has not been explicitly made into acomponent part of the contract. Furthermore, the Customer is responsible for its hardware and software environments complying with the system requirementsof the Software and Work Results. In case of doubt
the Customer shall obtain advice from the Provider or
specialist third parties before entering into the contract. The Customer is responsible for setting up an
adequately dimensioned hardware and software environment and for installing the Software, At the Customer’s request, if applicable, the Provider may conduct the installation in return for remuneration to beagreed separately. Prior to implementing the Work
Results and Software, the Customer shall thoroughly
test them to ascertain that they are free of defects and,if applicable, that they are usable in the existing hardware and software configuration.

8.2.

The Customer shall support the Provider in its Performance by means of appropriate collaboration acts. In
particular, the Customer shall provide the Provider

with the information and data necessary for this freeof charge and permit the Provider’s employees to access its business premises to the necessary 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. It is expected that the machine is at the beginningof the commissioning electrically and hydraulically accurate and operable. It is also preconditioned that
Customer’s skilled staff members are available during
the commissioning. The Provider reserves the right tobill for significant idle time for which the Provider is not
responsible (e.g. because of incorrect wiring), basedon the current hourly rate.
8.3.

When using the Software and Work Results, the Customer is obliged to comply with the duty of care necessary for usage.

8.4.

The Customer shall adhere to the instructions provided by the Provider for the operation of the Softwareand use of the Work Results.

8.5.

It is partially possible for the Software to be used toinfluence or control an electronic system. Such actions can cause injury to life and limb or property damage. The Software shall therefore solely be operated
by qualified specialist personnel. The Provider does
not assume any liability for damage caused by incorrect operation or by use not in accordance with thedesignated use.

8.6.

The Customer shall inform the Provider without undue
delay of possible errors of the Work Results or Software. In this connection the Customer shall provide all
the necessary information at the Provider’s request.
The Customer shall allow the Provider to access theWork Results or Software for the purpose of searchingfor and rectifying errors, this shall be either directly
and/or by means of remote access at the Provider’selection. More detailed provisions in this respect are
to be found in section 11.

8.7.

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

8.8.

The Provider has the right to examine whether the
Software and Work Results are being used in compliance with the rights of use granted. To this effect theProvider may require the Customer to provide information, in particular on the period of time and extent
of the use of the Software, and it may inspect thebooks and written records and the hardware and software of the Customer insofar as they reveal any details regarding the period of time and extent of the
Software’s use. To this effect the Provider shall bepermitted to enter the business premises of the Customer during normal working hours after advance notice of at least two (2) weeks. The Customer shall ensure to a reasonable degree that the audit can be conducted by the Provider and shall collaborate in the audit. The Provider shall use all the information obtained
during the audit only for the purpose of verifying thelegality of the license use. The Customer may demandthat the on-site audit be conducted by an agent of theProvider who is subject to professional secrecy. The
costs of the audit will be borne by the Provider unlessthe audit should reveal that the Customer is Underlicensed. In such a case the Customer shall bear thecosts of the audit. In the event of the Customer being

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General Terms and Conditions for Software Work and Service of Bosch Rexroth AG
Underlicensed, the Customer shall be additionallyobliged to repay the unpaid remuneration on the basisof the list prices generally applicable to comparable
services at the time of the audit plus a flat rate claim
for damages of ten percent (10 %) of the value of theUnderlicensing. In addition, the Customer shall discontinue any Underlicensing without undue delay. The
Customer remains entitled to prove that the damage
was lower.
8.9.

9.

9.2.

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.

The Customer is obliged to take reasonable precautions in case the Software and Work Results do notwork properly either altogether or in part (e.g. bymeans of daily data backup, failure diagnosis, regularmonitoring of the data processing results). The 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 inadvance.

8.10. The Customer shall bear any disadvantages and further additional costs incurred by the Provider due to aviolation of the above obligations to collaborate and toprovide information. Additional remedies and claims towhich the Provider is entitled by statute shall remain
unaffected by this. In particular the Provider is not responsible for any defects in Performance ensuing asa 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.

9.1.

respect 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.

Term and Termination

If no fixed term has been agreed for services, the contract can be terminated by either party by giving three(3) months’ notice to expire at the end of a calendar
quarter. The right of termination pursuant to section
627 German Civil Code (BGB) is excluded.
If the Customer terminates a contract for the performance of work in accordance with section 649 BGB,
then the Provider may, at its election, assert the claimsin accordance with section 649 BGB or demand instead of this, in addition to the remuneration for thework already performed, flat rate compensation of 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 the amount towhich the Provider is entitled pursuant to sec. 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, to terminate 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 by using the Software or Work Results over and above thescope permitted under these Terms and Conditions
and fails to discontinue the violation within a reasonable period of time 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 with

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 Software
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 the previous Software versions or Work Results. Sub-sec.
6.7. shall apply if the right of use ends because theSoftware have been transferred.
11. Warranty
11.1. When services are provided, the Provider does not assume any responsibility for a specific result of the Performance; this lies solely with the Customer. The Provider does not therefore provide a warranty for legal
defects or defects as to quality with respect to Work
Results or Software in connection with services, except in the case of intent or fraudulent deceit [Vorsatz
or Arglist].
11.2. The Provider warrants with respect to the Work Results in connection with the performance of work andfor the provided Software for use that these have theagreed quality in the respective warranty period.
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 Softwareand Work Results in connection with a contract forwork. The details provided therein are solely to be understood 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 the contract is entered into. Further quality is not owed, and,in particular, it does not derive from public statements
or advertising of the Provider or its distribution partners. The Provider is not obliged to provide support
services that go beyond liability for defects. Furthermore, the Provider is not obliged to adapt the Softwareto changes in operating conditions or to technical andfunctional developments such as changes to the IT
environment.
11.5. The warranty period for performance of work and forSoftware under a contract for work amounts to a period of twelve (12) months commencing on the date ofacceptance (section 5). If the Software or Work Results are Software 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 theWork Result or Software under a contract for work,irrespective of when the single software hardware

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General Terms and Conditions for Software Work and Service of Bosch Rexroth AG
combination is delivered to the Customer and accepted by him. In derogation from this the statutory
warranty period shall apply insofar as the Provider isliable pursuant to sub-sec. 13.1.

therefrom established by a final and non-appealable court judgment and for which the Provider
is responsible, including court costs and thecosts of legal defense which are eligible for refund pursuant to the provisions of the German
Code of Civil Procedure [Zivilprozessordnung].
The Provider shall support the Customer during
the judicial and extrajudicial settlement of suchdisputes with third parties.

11.6. In particular, the Provider does not provide a warranty
for errors in the Software 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 sub-sec.
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 Software and Work Results being
used in an operating environment which is different from that approved by the Provider or due tofaults in the hardware, the operating system orto the software of other manufacturers; ord.)Caused by the Software and/or Work Results
having been modified by the Customer or third
parties without authorization.

11.7. In respect of software products which the Customer ora third party has expanded via an interface designatedfor this purpose by the Provider, the Provider shall be
liable only for defects occurring up to the interface. No
warranty is provided for a lack of interoperability of the
Software provided for use with the system architectureused by the Customer, in particular with the softwareand hardware products used by the Customer.
11.8. The Customer is obliged to notify the Provider of defects 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 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 the rightto charge the Customer for the expenses incurred
based on the respectively applicable hourly rates of
the Provider.
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 by meansof an Update/ Patch/Bug Fix/Upgrade or by supplying
defect-free Software or Work Results or indicating a
Workaround, the latter insofar as this is reasonable 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. Third Party Rights
12.1. During the warranty period the Provider warrants, inaccordance with the provisions set forth below, that
the Work Results under a contract for work and any
Software provided for use under a contract for work
do not infringe any third-party rights:a.)

If third parties should bring a claim for an infringement of their rights against the Customer,
the Provider shall indemnify the Customer fromand against all claims for damages resultingb.)

If (i.) a final judgment is returned against theCustomer or (ii.) an interim injunction is servedon the Customer enjoining the Customer fromusing the Software or Work Results or at least
part of it, the Provider shall, in order to cure theinfringement of rights, at its discretion either obtain for the Customer the right to continue to use
the Software or Work Results or replace or modify the Software or Work Results whilst upholding
the agreed functionalities or, if neither of the alternatives named is realizable by the Provider
subject to reasonable conditions, terminate theCustomer’s rights to the Software or Work Results in writing. Insofar as is reasonable for the
Customer, the termination shall only be effectedto the extent that is necessary to prevent the infringement of the rights.

12.2. 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 the Provider with a copy of all the correspondence in this respect 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.) the Provider reserves the exclusive right to control the conduct of the lawsuit by the Customer and the right totake the final decision on entering into any judicial andextrajudicial settlements.
12.3. In the event that, in the opinion of the Provider or athird party, the Software 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 Software
or Work Results whilst upholding the agreed functionalities in order to remedy the alleged or presumed infringement of rights.
13. Liability
13.1. The Provider shall only be liable for damages in accordance with the provisions of statute in the event of
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 and fordamage caused by persons engaged in the performance of an obligation of the Provider [Erfüllungsgehilfen]. Material obligations are obligations
which, when performed, make the proper execution of
the contract at all possible and which the Customer

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General Terms and Conditions for Software Work and Service of Bosch Rexroth AG
may regularly rely on compliance with. With respect toliability subject to this sub-sec. 13.2. and taking account of the type and scope of the Performance to berendered under this contract, the parties agree on a
maximum amount of liability of EUR 50,000 per claim,
not exceeding, however, a maximum 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.
13.5. The foregoing restrictions of liability shall also apply tothe personal liability of the employees, representatives and/or organs of the Provider. They shall also
apply to the liability of the Provider with regard to compensation for wasted expenditure and to indemnification 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 theSoftware and Work Results, with the exception of personal or company-related data, for any purposes over
and above the purpose of the contract, for instance forstatistical, analytical and internal purposes. This rightis 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 therights the Customer is entitled to in accordance withthese Terms and Conditions. In order to protect theConfidential Information the Customer shall apply thesame measure of care (but not less than a reasonablemeasure 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 the prior consent of theProvider in writing.

16. Export Control
16.1. If, prior to supply or provision of the service, it should
transpire that performance of the contract by the Provider faces obstacles due to national or international
export control regulations, in particular to embargos orother sanctions, the Provider has the right to withdraw
from the contract. Delays due to export examinations
or permit procedures shall interrupt 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 or international law, the Provider has the right to give notice oftermination 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.
16.4. The Customer undertakes to furnish all the information and documents that are required for the export
or movement of the products to be supplied in accordance with the contract and other work results required
for the purpose of the supply and which derive fromthe 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 the provisions of(re) export control law and obtain the permits necessary for this.
16.6. The Software and Work Results may not be used forthe manufacture or development of rockets, 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 legally permissible. The Provider reserves the right, however, totake legal action at a court with jurisdiction at the registered office or establishment of the Customer.
17.2. The present Terms and Conditions and all agreements in this respect between the Provider and theCustomer shall be governed by German law excluding
the conflict of laws provisions. The applicability of the
UN Convention on Contracts for the International Saleof Goods is explicitly excluded.
17.3. If a provision should be or become ineffective, the effectiveness 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 and Conditions must be made in written form. Emails do notcomply with the written form requirement.
© Bosch Rexroth AG

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