Terms & Conditions

Section 1 Scope, B2B restriction

(1) These GTC apply to all offers, deliveries, and services provided by the Contractor to customers.

(2) The Contractor enters into contracts exclusively with entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law, or special funds under public law (hereinafter “Customer”).

(3) Conflicting, deviating, or supplementary general terms and conditions of the Customer shall not become part of the contract, even if the Contractor does not object to them separately. They shall apply only if the Contractor expressly agrees to their validity in text form.

Section 2 Definitions

(1) “Services” means all services, work performance, deliveries (in particular hardware), and other performance of the Contractor.

(2) “Services without guaranteed success” means activities without a guarantee of success (e.g. support, consulting, maintenance, project support).

(3) “Work performance” means services with a contractually owed result (e.g. PCB design, defined software deliverables, individually agreed integration deliverables).

(4) “Work results” means all results created during performance (e.g. source code, binaries, schematics, layout data, bills of materials, documentation, scripts), insofar as they are contractually to be handed over to the Customer.

(5) “Open-source software” (OSS) means software provided under open-source licenses (e.g. MIT, BSD, Apache-2.0, GPL, LGPL).

Section 3 Contract conclusion, service documents, order of precedence

(1) Offers of the Contractor are non-binding unless expressly designated as binding.

(2) The following documents are authoritative for scope and quality (in this order):

a) Individual contract/offer/order confirmation/service description (including modules),

b) if applicable, requirements specification/Statement of Work (SoW),

c) these GTC.

(3) In case of contradictions, individually agreed provisions shall prevail over these GTC.

Section 4 Incorporation of the GTC

(1) These GTC become part of the contract if the Contractor provides them to the Customer before contract conclusion or refers to them and the Customer agrees to their validity (e.g. by signature, order confirmation, email approval, or retrieval/placement of order).

(2) The Contractor provides the GTC in reproducible form (e.g. PDF); the Customer can store the GTC.

Section 5 Changes in services (Change Requests)

(1) Customer requests for changes and extensions require coordination. The Contractor shall review the effects on timeline, remuneration, and technical feasibility.

(2) Changes become binding only once agreed in text form (change request/order amendment).

(3) Until such agreement, the Contractor remains obligated to perform according to the original scope.

Section 6 Customer cooperation duties

(1) The Customer shall provide all information, access, contacts, test environments, decisions, and approvals required for performance in a timely manner.

(2) The Customer is responsible for the correctness, completeness, and legality of its content, data, requirements, drawings, specifications, and other instructions.

(3) The Customer shall ensure adequate data backups unless the Contractor has expressly assumed backup/recovery services as a separate service.

(4) Delays or additional effort resulting from missing or delayed cooperation shall not be to the Contractor’s detriment. Deadlines shall be reasonably extended. Additional effort shall be compensated at the agreed rates.

Section 7 Use of subcontractors

The Contractor may engage subcontractors for performance. The Contractor remains responsible for performance in accordance with the contract to the extent permitted by law.

Section 8 Remuneration, ancillary costs, advance payments

(1) Services are compensated either as a fixed price or on a time-and-material basis, as agreed.

(2) Travel and ancillary costs (e.g. travel expenses, allowances, shipping, customs, duties) shall be reimbursed as agreed, otherwise according to actual expenses upon proof.

(3) For work performance, the Contractor may request advance payments based on progress, insofar as legally permissible and/or agreed.

Section 9 Payment terms, default, right of retention

(1) Invoices are due within 14 calendar days from invoice date without deduction unless otherwise agreed.

(2) In case of payment default, statutory default interest for B2B business applies. The Contractor may also claim reasonable default damages.

(3) The Contractor may reasonably withhold services as long as due payments from the same contractual relationship remain unpaid (after reasonable notice).

Section 10 Performance deadlines, force majeure

(1) Deadlines are binding only if expressly confirmed as binding.

(2) Events of force majeure (e.g. natural events, war, terrorism, strike, governmental measures, outages of energy/network infrastructure) shall reasonably extend deadlines if they are outside the Contractor’s reasonable control.

Section 11 Acceptance (for work performance) – procedure, partial acceptance

(1) Where work performance is agreed, acceptance shall be carried out under the following rules unless otherwise agreed in an individual contract.

(2) The Contractor shall notify readiness for acceptance in text form and provide the work for review (e.g. release handover, provision of Gerber/ODB++ data, firmware build, documentation package).

(3) The Customer shall review within 10 working days and declare acceptance or refusal of acceptance in text form, naming at least one defect.

(4) Acceptance may not be refused due to insignificant defects; such defects shall be remedied within supplementary performance.

(5) If no declaration of acceptance and no justified refusal is made within the review period, the work is deemed accepted, provided that the Contractor informed the Customer of this consequence in text form when requesting acceptance.

(6) Partial acceptances for defined milestones/partial services may be agreed; partially accepted services are subject separately to limitation periods and remuneration.

Section 12 Material and legal defects (warranty) – principles

(1) The Contractor provides warranty in accordance with statutory provisions, as modified within these GTC where legally permissible.

(2) The Customer shall report defects without undue delay in text form after discovery and describe them so that reproduction/analysis is possible (error pattern, logs, framework conditions, steps to reproduce).

(3) In case of justified defects, the Contractor shall first provide supplementary performance at its discretion (repair or replacement/new delivery in sale contracts; repair in work contracts).

(4) Defect claims do not exist in case of improper operation, misconfiguration, or undocumented changes by the Customer, use outside agreed system requirements, or interventions by third parties for which the Contractor is not responsible.

Section 13 Limitation periods for defect claims (B2B)

(1) For sales and work performance, the limitation period for defect claims is 12 months from delivery (sale) or acceptance (work).

(2) Mandatory statutory liability and claims for fraudulent concealment of a defect remain unaffected.

Section 14 Retention of title (hardware and other deliveries)

(1) Delivered goods remain the property of the Contractor until full payment of all claims from the business relationship.

(2) The Customer is entitled to resell in the ordinary course of business; it hereby assigns to the Contractor all resulting claims against third parties in the amount of the outstanding claims (extended retention of title). The Contractor accepts this assignment.

(3) The Customer shall treat goods subject to retention of title with care and insure them adequately against usual risks.

Section 15 Rights of use, source code, work results, OSS

(1) Unless otherwise agreed, all rights to work results remain with the Contractor. After full payment, the Customer receives a simple, non-exclusive, non-transferable license for contractual use of the provided work results for its own business purposes.

(2) For embedded software, the license includes—where required for contractual use—the right to integrate object/binary code into Customer products and distribute these products worldwide. Handover of source code is owed only if expressly agreed.

(3) The Contractor is entitled to continue using generic know-how, libraries, routines, tools, and reusable components (“Background IP”).

(4) If work results contain OSS or third-party software, their license terms take precedence. Upon request, the Contractor shall provide the Customer with a list of essential OSS components and license texts, insofar as reasonable and legally possible.

(5) The Customer warrants compliance with OSS license obligations (e.g. notices, source-code provision obligations under copyleft licenses) in case of transfer/distribution, insofar as its use triggers such obligations.

Section 16 Liability – principle, essential contractual duties, liability cap

(1) The Contractor is liable without limitation

a) in cases of intent and gross negligence,

b) for damages arising from injury to life, body, or health,

c) under mandatory statutory liability provisions.

(2) In cases of ordinary negligence, the Contractor is liable only for breach of an essential contractual duty. Essential contractual duties are duties whose fulfillment makes proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely. In this case, liability is limited to foreseeable, typical contractual damage at the time of contract conclusion.

(3) Where liability exists under paragraph 2, liability is limited to EUR 250,000 per loss event. Liability for all loss events within one calendar year is limited to EUR 500,000.

(4) Strict liability of the Contractor for damages (in particular under Section 536a (1) BGB) is excluded to the extent legally permissible.

(5) The above provisions do not imply a reversal of the burden of proof.

Section 17 Data loss

(1) Before work by the Contractor on IT systems, the Customer is obliged to carry out a current and suitable data backup and to test recoverability by spot checks, unless a data backup service was expressly commissioned.

(2) The Contractor’s liability for data loss is—where legally permissible—limited to the typical recovery effort that would have arisen from proper backup from the last backup copy, plus reasonable effort to restore the system environment.

(3) The Contractor is not liable for data loss caused by missing cooperation, missing/unsuitable backups, contributory negligence, or defective specifications of the Customer.

Section 18 Product liability, CE/EMC, safety-critical applications

(1) Insofar as the Contractor provides PCB design, embedded software, or integration services, no certification, conformity assessment, CE marking, EMC evidence, or approvals for the Customer’s end product are owed without explicit agreement.

(2) The Customer remains responsible for intended use, overall system risk analysis, validation/verification, and compliance with product-law requirements for the end product.

(3) Mandatory liability under the Product Liability Act remains unaffected.

Section 19 Indemnification

(1) The Customer shall indemnify the Contractor against justified third-party claims based on the Customer having provided unlawful content/specifications to the Contractor or using/distributing work results contrary to contract/license terms.

(2) Indemnification includes reasonable legal defense costs. The Contractor shall inform the Customer about asserted claims and coordinate the approach insofar as reasonable.

(3) Claims are excluded to the extent they were caused by intentional or grossly negligent conduct of the Contractor.

Section 20 Confidentiality

(1) The parties shall treat confidential information of the other party confidentially and use it only for contract performance.

(2) Exceptions apply to information that is demonstrably publicly known or becomes public without breach of contract.

Section 21 Place of jurisdiction, applicable law

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), insofar as permissible.

(2) Exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is the Contractor’s registered seat, provided the requirements for a jurisdiction agreement are met.

Section 22 Severability clause

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provisions. Where necessary, the parties shall agree on an effective provision that comes closest to the economic purpose.

Section 23 Final provisions

(1) Place of performance is the Contractor’s registered seat, insofar as permissible.

(2) Amendments and supplements require text form, insofar as legally permissible.