Legal matters

1. Assignment

1.1 The contract is concluded upon receipt of a written order from the client and a confirmation of the order from the contractor.

1.2 The technical development services required, as well as the content of the associated documentation, are set forth in the scope of work (specification, requirements specification; for smaller projects, in the contractor’s bid itself).

The content of the scope of work is the responsibility of the Client. If the scope of work is prepared by the Contractor at the Client’s request, the Contractor may charge a separate fee for this service. Unless otherwise specified, the actual expenses incurred shall be reimbursed. If the contractor determines that the scope of work is incorrect, ambiguous, or unfeasible, the contractor shall notify the client immediately. The client shall then decide without delay on how to proceed.

For product sales by the Contractor (e.g., the SPYDER system), the scope of functionality to be delivered is specified in the proposal. Depending on the proposal, this scope may differ from the maximum achievable scope.

2. Compensation

2.1 The price agreed upon in the order shall apply, plus the value-added tax in effect at the time of invoicing, delivery, or service provision.

2.2 Any changes or additional services requested by the Client that result in a change to the price or the agreed delivery or service dates must be mutually agreed upon and, if necessary, reflected in a corresponding amendment to the order.

3. Terms of Payment

3.1 Unless otherwise specified in the order, payment is due upon delivery.

3.2 Invoices are payable in full, without any deductions, within 10 business days of the invoice date.

3.3 The work results and/or deliverables shall remain the property of the Contractor until all claims to which the Contractor is entitled against the Client have been satisfied.

3.4 Withholding payments or offsetting the invoice amount is permitted only against counterclaims that have been acknowledged in writing by the Contractor or that have been legally established.

4. Delivery and Service Dates

The delivery and service dates specified in the Contractor’s order confirmation shall apply.

5. Client’s Participation

5.1 The Client is obligated to support the Contractor as necessary and to provide, free of charge, all conditions required for the proper performance of the contract within its sphere of operations.

5.2 Any necessary equipment, documentation, and test and qualification resources that are available only at the Client’s premises must be made available to the Contractor free of charge at the Contractor’s development laboratories.

6. Transfer of Risk

6.1 Risk passes to the customer as soon as the shipment leaves the contractor’s premises.

6.2 If delivery is delayed at the Customer’s request, the risk shall pass to the Customer as of the date the goods are ready for shipment.

7. Acceptance

7.1 The Contractor shall notify the Client in a timely manner prior to the agreed date for the start of functional testing that the work is ready for acceptance.

7.2 During the functional test, the delivered embedded system is tested against the requirements of the statement of work or an acceptance specification. The client is obligated to declare acceptance if the functional test has demonstrated that the contractual requirements have been met. The client may not refuse acceptance on the basis of minor defects. Defects are considered minor if they do not impair the contractually agreed-upon functionality.

7.3 The Contractor shall document the functional test, and both parties shall sign the report. If the report confirms a successful functional test (i.e., verification that the contractually required specifications have been met without any material defects), the report shall serve as a declaration of acceptance. Minor defects shall be recorded in the report and rectified by the Contractor immediately and free of charge.

7.4 If a significant error occurs during the functional test, the Contractor shall correct the error immediately and resubmit the embedded system for acceptance without delay.

7.5 If the Client does not begin the functional test within three weeks of the agreed-upon date, acceptance shall be deemed to have occurred upon the expiration of this period.

8. Claims for Defects

8.1 The Contractor warrants against defects that nullify or diminish the value or suitability of the delivered embedded system for its contractually intended use and that are clearly reproducible.

8.2 The Client is obligated to report any error to the Contractor in writing and in a detailed manner immediately after it occurs. The rectification of defects applies to the most recent system version accepted by the Client.

8.3 If a defect as defined in Section 8.1 exists and a notice of defect has been given in accordance with Section 8.2, claims for defects shall initially be directed toward the rectification of the defect through repair or, at the Contractor’s option, toward a new, defect-free delivery. If two attempts at repair are unsuccessful, the Client may, at its discretion, demand a price reduction or rescission of the contract.

8.4 The Contractor does not warrant that the embedded system will meet the Client’s requirements that are not part of this Agreement. This applies in particular to the operating environment and to interoperability with the Client’s other systems.

Furthermore, the contractor shall not be obligated to remedy defects if the client interferes with the delivered system—in particular, by making changes to it on its own—without the contractor’s prior written consent. This shall not apply if the client can prove that such interference was not the cause of the reported defect.

8.5 If, while rectifying a defect within the statute of limitations period, the Contractor determines that the Client is responsible for the identified defect, the Contractor shall notify the Client thereof without delay. The Contractor shall invoice the Client for the development and testing time already incurred or yet to be incurred.

9. Liability

9.1 The Contractor shall be liable to the Client, regardless of the legal basis, for any damage caused by the Contractor or its agents through willful misconduct or gross negligence.

9.2 In cases of slight negligence, the Contractor shall be liable only for breaches of material contractual obligations (cardinal obligations). In such cases, the amount of liability per claim is limited to the amount of foreseeable damage typical for this type of contract, but shall not exceed the contract value.

9.3 The Contractor shall not be liable for indirect or consequential damages, in particular for lost profits or damages resulting from defects.

9.4 The Contractor shall be liable for data loss caused by slight negligence only if the Contractor has ensured, by creating backup copies or by other appropriate means, that the data can be restored with reasonable effort. Liability is limited to the cost of restoration.

9.4 As a general rule, prototypes delivered by the Contractor may not be installed in aircraft or automobiles in which people could be harmed, either directly or indirectly, particularly during operation.

10. Conflicting Intellectual Property Rights

The Contractor warrants that the delivered embedded system is free from third-party intellectual property rights or that a corresponding license from the third party is in place. Otherwise, the Contractor shall indemnify the Client against any claims by the third party. If a third party asserts a valid claim, the Contractor shall, within a reasonable period of time and at its discretion, either obtain a corresponding license at its own expense or, at no cost to the Client, modify the embedded system or replace it with a solution that is free of intellectual property rights.

If the Client also requires its own license for third-party intellectual property rights (e.g., so-called “run-time licenses”) that the Contractor cannot provide or transfer, the Contractor shall notify the Client of this immediately. In this case, the Client must acquire these rights from the third party at its own expense.

11. Rights of Use

11.1 The Contractor grants the Client a non-exclusive and non-transferable right to use the respective deliverable.

11.2 If the Client intends to transfer the embedded system—even if it is a version that has been revised, expanded, or modified by the Client—to a company or subsidiary belonging to its corporate group, it shall enter into a separate agreement with the Contractor regarding this matter.

11.3 The Client undertakes to the Contractor not to disclose the embedded system to third parties. Disclosure—whether partial, temporary, or in any other form—is prohibited. The parties agree that the embedded system is protected by copyright.

11.4 Please note that, as a general rule, the Contractor does not provide any source materials related to the embedded system (e.g., circuit diagrams, layouts, detailed technical drawings, VHDL, or C code).

11.5 If the Client intends to further develop the existing embedded system, it shall engage the Contractor that carried out the initial development.

12. Statute of Limitations

All claims by the client arising from the relevant contractual relationship are subject to a 12-month statute of limitations beginning on the date of delivery or acceptance.

13. CONFIDENTIALITY

13.1 The Contractor and the Client shall treat as confidential any trade and business secrets that come to their knowledge in connection with the performance of the contract. This also applies to information that has been expressly designated as confidential. This obligation shall remain in effect for the duration of the contract and for an additional 5 years following the contract’s termination.

13.2 If the Client supplies the Contractor with certain parts of the system solution over which it claims its own intellectual property (IP) rights, it shall notify the Contractor of this in writing in advance and clearly identify such IP. The Client shall ensure that this type of information does not come into the Contractor’s possession before the Contractor has acknowledged and confirmed these IP rights in writing.

14. Take-Back and Disposal of Waste Equipment in Accordance with the ElektroG

14.1 X2E GmbH / the Contractor is registered as a manufacturer of electrical and electronic equipment under the Electrical and Electronic Equipment Act (ElektroG) and offers its commercial customers in Germany the option of returning end-of-life equipment for proper disposal at the end of its useful life.

14.2 This take-back policy applies exclusively to devices that were placed on the market in Germany and are therefore subject to the scope of the ElektroG. For customers outside Germany, the respective national disposal regulations apply. In such cases, X2E GmbH or the contractor will only accept returns upon separate agreement.

14.3 The return of used equipment must be made at the customer’s expense to the return address listed under“Return and Disposal of Used Equipment in Accordance with the ElektroG.” The return conditions, including labeling requirements, advance notification for larger quantities, and contact information, are also available there.

14.4 The customer is responsible for deleting any personal or business-related data from the old devices before returning them.

14.5 Old equipment placed on the market before August 15, 2018, will be disposed of at the customer’s expense in accordance with § 19(3) of the ElektroG.

14.6 The customer is obligated to comply with the provisions of Section 10(1) of the ElektroG and to ensure that the disposal of end-of-life equipment is carried out exclusively through return and disposal channels that comply with the law. To this end, the customer may use the return option offered by X2E GmbH/the contractor or choose another suitable disposal method approved under the ElektroG.

15. Other Provisions

15.1 Any amendments, additions, or supplementary agreements to these General Terms and Conditions or to the rest of the order must be made in writing.

15.2 If any provision of these General Terms and Conditions or the remainder of the contract is or becomes invalid, all other provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid one that comes as close as possible to the invalid provision in economic terms.

15.3 German law applies. The place of jurisdiction is Rohrbach, Rhineland-Palatinate. The UN Convention on Contracts for the International Sale of Goods is excluded.