Legal notice

1. Contract

1.1 The contract is concluded upon receipt of a written purchase order from the Client and an order confirmation from the Contractor.

1.2 The technical development services required and the content of the associated documentation are specified in the scope of services (specification, requirements document, or, for smaller projects, in the Contractor’s quotation itself).

The Client is responsible for the content of the scope of services. If the Contractor prepares the scope of services at the Client’s request, the Contractor may charge a separate fee for this service. Unless otherwise agreed, the actual costs incurred shall be reimbursed. If the Contractor identifies that the scope of services contains errors, is ambiguous, or cannot be implemented, the Contractor shall notify the Client immediately. The Client shall then promptly decide on how to proceed.

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

2. Remuneration

2.1 The price agreed upon in the contract shall apply, plus the applicable value-added tax (VAT) in effect at the time of invoicing, delivery, or performance of the services.

2.2 Any changes or additional services requested by the Client that result in a change to the price or the agreed delivery or performance dates shall require mutual agreement and, where necessary, a corresponding amendment to the contract.

3. Payment Terms

3.1 Unless otherwise specified in the contract, payment shall be made after delivery.

3.2 Invoices shall be payable in full, without any deductions, within 10 working days of the invoice date.

3.3 The work results and/or deliverables shall remain the property of the Contractor until all claims of the Contractor against the Client have been settled in full.

3.4 The Client may withhold payments or offset counterclaims against the invoiced amount only if such counterclaims have been acknowledged in writing by the Contractor or have been established by a final, legally binding court decision.

4. Delivery / Performance Dates

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

5. Client’s Obligations to Cooperate

5.1 The Client shall provide the Contractor with the necessary support and, within its own operational environment, establish all conditions required for the proper execution of the contract, free of charge.

5.2 Any equipment, documentation, testing and qualification resources required for the performance of the contract that are available exclusively at the Client’s premises shall be made available to the Contractor at its development laboratories free of charge.

6. Transfer of Risk

6.1 The risk shall pass to the Client as soon as the delivery has left the Contractor’s premises.

6.2 If delivery is delayed at the Client’s request, the risk shall pass to the Client from the date on which the goods are ready for dispatch.

7. Acceptance

7.1 The Contractor shall notify the Client in due time, prior to the agreed date for the commencement of functional tests, that the deliverables are ready for acceptance.

7.2 In the functional test, the delivered embedded system is checked against the requirements of the performance specification or an acceptance specification. The Customer shall be obliged to declare acceptance if the functional test has shown that the contractual requirements have been met. The Customer may not refuse acceptance due to insignificant errors. Errors are immaterial if they do not restrict the contractually agreed functionality.

7.3 The functional test shall be documented by the Contractor in a test report, which shall be signed by both parties. If the test report confirms that the functional test has been successfully completed (i.e., that compliance with the contractually specified requirements has been demonstrated without any material defects), the test report shall constitute the declaration of acceptance. Any minor defects shall be recorded in the test report and remedied by the Contractor without delay and free of charge.

7.4 If a material defect occurs during the functional test, the Contractor shall remedy the defect without delay and promptly resubmit the embedded system for acceptance.

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

8. Warranty Claims

8.1 The Contractor warrants against defects that eliminate or reduce the value or suitability of the delivered embedded system for its contractually intended use, provided that such defects are clearly reproducible.

8.2 The Client shall notify the Contractor of any defect in writing, providing a detailed description, without delay upon its occurrence. Defect rectification shall apply exclusively to the latest system version accepted by the Client.

8.3 If a defect as defined in Section 8.1 exists and has been duly reported in accordance with Section 8.2, the Client’s warranty claims shall initially be limited to the rectification of the defect or, at the Contractor’s discretion, the delivery of a new, defect-free system. If two attempts to rectify the defect are unsuccessful, the Client may, at its discretion, demand a reduction in the price or rescission of the contract.

8.4 The Contractor does not warrant that the embedded system will meet any requirements of the Client that have not been expressly incorporated into the contract. This applies in particular to the operating environment and compatibility with other systems used by the Client.

Furthermore, the Contractor’s obligation to rectify defects shall cease if the Client interferes with the delivered system without the Contractor’s prior written consent, in particular by making modifications to the system independently. This shall not apply if the Client demonstrates that such interference did not cause the reported defect.

8.5 If, during the rectification of a defect within the statutory limitation period, the Contractor determines that the defect is attributable to the Client, the Contractor shall notify the Client without delay. The Contractor shall invoice the Client for any development and testing time already incurred or subsequently required.

9. Liability

9.1 The Contractor shall be liable to the Client, irrespective of the legal grounds, for damages caused intentionally or through gross negligence by the Contractor or its vicarious agents.

9.2 In cases of ordinary negligence, the Contractor shall be liable only for breaches of material contractual obligations (cardinal obligations). In such cases, liability per claim shall be limited to the foreseeable damages typical for the contract, but shall in no event exceed the total contract value.

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

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

9.4 Prototypes supplied by the Contractor must, as a general rule, not be installed in aircraft or motor vehicles where their operation could directly or indirectly result in personal injury.

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 requires a separate license for third-party intellectual property rights (e.g., so-called runtime licenses) that cannot be provided or transferred by the Contractor, the Contractor shall notify the Client thereof without delay. In such cases, the Client shall obtain the necessary 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 to a company or affiliated entity within its corporate group, including any version that has been revised, extended, or modified by the Client, the Client shall enter into a separate agreement with the Contractor regarding such transfer.

11.3 The Client undertakes not to make the embedded system available to third parties. Any disclosure, whether in whole or in part, temporarily or in any other manner, is prohibited. The parties agree that the embedded system is protected by copyright.

11.4 It is expressly stated that, as a general rule, the Contractor does not provide source materials relating to the embedded system (e.g., circuit diagrams, layouts, detailed technical drawings, VHDL or C source code).

11.5 If the Client intends to further develop the existing embedded system, the Client shall engage the Contractor who carried out the original development.

12. Limitation Period

All claims of the Client arising from the respective contractual relationship shall become time-barred 12 months after delivery/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 provides the Contractor with certain components of the system solution for which the Client claims its own intellectual property (IP) rights, the Client shall notify the Contractor thereof in writing in advance and clearly identify the intellectual property concerned. The Client shall ensure that such information does not come into the Contractor’s possession until the Contractor has acknowledged and confirmed these IP rights in writing.

14. Take-Back and Disposal of Old Equipment under ElektroG

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

14.2 This take-back scheme applies exclusively to equipment placed on the market in Germany and therefore subject to the provisions of ElektroG. For customers outside Germany, the respective national disposal regulations shall apply. In such cases, X2E GmbH/the Contractor shall only accept the return of old equipment subject to a separate agreement.

14.3 Old equipment shall be returned at the Customer’s expense to the return address specified under “Take-Back and Disposal of Old Equipment under ElektroG”. The return conditions, including labeling requirements, advance notification for larger quantities, and contact details, are also available there.

14.4 The Customer is responsible for deleting any personal or company-related data stored on the old equipment before returning it.

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

14.6 The Customer shall comply with the requirements of Section 10 (1) ElektroG and ensure that old equipment is disposed of exclusively through legally compliant return and disposal channels. For this purpose, the Customer may use the take-back option offered by X2E GmbH/the Contractor or choose another suitable disposal method authorized under ElektroG.

15. Miscellaneous Provisions

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

15.2 Should any provision of these General Terms and Conditions or the remaining provisions of the contract be or become invalid, all other provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic intent of the invalid provision.

15.3 German law shall apply. The place of jurisdiction shall be Rohrbach, Rhineland-Palatinate, Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.