-hereinafter referred to as "RoWiA"-

§ 1 General

a)
The following terms and conditions of sale, delivery and payment apply exclusively to RoWiA services, in particular for assembly, service, delivery of devices, systems and parts, program creation and software, even if reference is no longer expressly made later in the case of ongoing business relationships. Conflicting conditions of the customer are not valid for us, silence on order confirmations that refer to deviating terms and conditions of the customer is not to be regarded as consent, unless we have accepted such in writing. In this case, these are only valid for the transaction for which they were made. By accepting our service, the customer agrees to the exclusive validity of these terms and conditions. These general terms and conditions are freely available on the Internet at (link to the general terms and conditions) as a pdf file at any time and can be saved and printed out by the customer in a reproducible form.

b)
All offers made by us are non-binding. Orders are only considered accepted if they have been confirmed by us in writing or are confirmed by the performance of the service. Our order confirmation is decisive for the content of the contract if we do not receive a written objection within 5 working days after the date of our order confirmation or in the case of short-term deliveries in good time before our performance; this does not apply if the order confirmation deviates from the order in such a way that the customer's consent cannot be expected.

c)
Unless otherwise agreed, German law applies to foreign transactions, in particular commercial law.

d)
Technical and design deviations from descriptions and information in brochures, offers and written documents as well as changes in performance, construction and materials in the course of technical progress/software changes etc. are reserved, without the customer being able to derive any rights from them. Information about our products (technical data, dimensions, etc.) does not represent a guaranteed quality, unless the guarantee is given expressly and in writing.

e)
On samples, drawings, cost estimates, etc. - also in electronic form - we reserve property rights and copyrights. They may not be made accessible to third parties without permission and must be returned immediately upon request.

f)
These general terms and conditions of RoWiA only apply if the customer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law.

§ 2 Price and payment terms

a)
The prices for RoWiA services result from the prices obtained in the conclusion of the contract. RoWiA will send the customer the regulations on hardship surcharges and surcharges for overtime or Sunday and night work as well as expenses together with the offer.

b)
If the applicable prices of RoWiA's suppliers or other costs relating to RoWiA's products and/or services increase between the conclusion of the contract and delivery, RoWiA is entitled to increase the agreed prices appropriately.

c)
RoWiA can issue partial invoices for partial deliveries/partial services. The payment deadlines run separately for each partial invoice.

d)
Deduction of discount requires special written agreement.

e)
In the absence of a special agreement, payment is to be made within 14 days of the invoice date without any deductions to RoWiA's account. The contractually agreed terms of payment have priority.

f)
If the customer is in default of payment, RoWiA is entitled to demand default interest at the statutory rate in accordance with Section 288 of the German Civil Code. If a higher damage caused by delay can be proven, RoWiA is entitled to assert this. For his part, the customer is entitled to prove that the damage was less.

g)
If the customer's financial situation deteriorates significantly after the conclusion of the contract or if RoWiA becomes aware of a deterioration in the customer's financial situation after the conclusion of the contract, which gives rise to serious doubts about the customer's creditworthiness, RoWiA is entitled , to demand advance payment or security deposit at their own discretion. RoWiA is entitled to withdraw from the contract if the customer does not comply with this request within an extended period and corresponding threat.

h)
The customer is not entitled to assert a right of retention against the claims of RoWiA or to offset them unless the counterclaims have been expressly recognized by RoWiA or have been legally established.

§ 3 Delivery, execution of the service

a)
Delivery and service dates or deadlines are always only approximate and are not binding for RoWiA, unless a delivery and service date was expressly agreed in writing when the contract was concluded or as part of the execution of the order and confirmed in writing by RoWiA. The performance period is met if RoWiA has notified the customer of its services by the end of the delivery period, justifying the default of acceptance.

b)
The start of the delivery time/service time specified by RoWiA requires the clarification of all technical and commercial questions as well as the timely and proper fulfillment of the customer's obligations. This includes, in particular, any documents to be procured or created by the customer, such as drawings, descriptions, approvals, releases to be submitted by the customer and the credit notes for any advance payments agreed with RoWiA. The customer must ensure that the preparatory work required for the work of RoWiA is carried out in his company in good time so that the provision of services can begin immediately after the arrival of the RoWiA employees commissioned with the work. In particular, this also includes the provision of power connections, support teams and auxiliary facilities, as well as lockable, dry rooms for tools and test equipment for RoWiA staff. In addition, access routes to the assembly site must be freely accessible. In robot systems, preparation also includes availability at the agreed time. In the case of production systems, the customer must create the opportunity to test the system for its function. The customer must keep his own memory dump of the robot, PLC and additional programs. All work necessary for the preparation is to be carried out by the customer.

c)
If one of these prerequisites is missing or if there are ambiguities for which the customer is responsible, the delivery and service time specified by RoWiA is suspended until the obstacle is remedied by the customer for as long as the obstacle exists and is consequently extended by the time of the suspension of the deadline .

d)
If the customer requests changes or additions to the contract after the conclusion of the contract, e.g. B. in relation to the customer-specific adaptation of delivery items or programming work, etc., which make it impossible to meet the delivery date or the delivery period, the delivery date/performance date will be postponed or extended in accordance with the required changes and additions.

e)
The delivery and service date is postponed and the service period is extended appropriately in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of other unforeseen events for which RoWiA is not responsible, insofar as such obstacles prevent the completion of the performance target RoWiA are of influence. This also applies to pandemic-related influences, in particular increased sick leave or legal requirements that restrict RoWiA's commercial activities. RoWiA will inform the customer of the beginning and end of such hindrances as quickly as possible within the framework of general business activities.

f)
Changes to the design that can be traced back to technical improvements and/or legal requirements are reserved during the delivery period, provided the service is not significantly changed and the changes are reasonable for the customer.

§ 4 accident prevention regulations

The customer informs RoWiA in good time before the services are called up of any special internal safety regulations that RoWiA employees must observe. The customer undertakes to adequately instruct the employees working on site about risks and all safety regulations before starting work. The customer declares and assures that he observes the relevant accident prevention regulations.

§ 5 Passing of Risk

a)
The risk of accidental loss or accidental deterioration of the service item is transferred to the customer as soon as RoWiA has provided the contractually agreed service target. In the case of delivery items, the risk of accidental loss or accidental deterioration passes to the customer when the delivery item has left RoWiA's premises or readiness for dispatch has been notified.

b)
If the dispatch of the subject matter of the contract or the possibility of providing the service is delayed as a result of circumstances for which the customer is responsible, the risk passes to the customer on the day on which the readiness for dispatch or service is announced.

c)
The aforementioned clauses also apply to agreed partial deliveries.

§ 6 Default of Acceptance/Delay in Acceptance

a)
If the customer is in default of acceptance or violates other obligations to cooperate, RoWiA is entitled to claim for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of performance is transferred to the customer at the point in time at which the customer is in default of acceptance.

b)
If the delivery or the delivery of the delivery item or the service of RoWiA is delayed at the request of the customer, the costs arising from storage/provision, but at least 0.5% of the invoice amount for each started month. The customer is free to prove minor damage; the RoWiA the proof of a higher damage.

c)
In addition, RoWiA is entitled to withdraw from the contract after a reasonable period of time that has been communicated to the customer or, after a reasonable period of time communicated to the customer, to otherwise dispose of the object of performance and to supply the customer with a reasonable extended period of time in accordance with the contract.

§ 7 Complaints

a)
The customer must examine the services provided by RoWiA within 3 working days after delivery/commissioning. Legal or material defects, the lack of a quality guaranteed by RoWiA under certain circumstances as well as too much, too little or incorrect delivery are to be asserted by the customer immediately - insofar as they are obvious.

b)
Notifications of defects by the customer must contain a detailed description of the respective defect that is adapted to the individual case.

c)
If defects are not reported within the aforementioned periods within these general terms and conditions, warranty claims against RoWiA are excluded.

§ 8 Warranty

a)
Claims for material defects and defects of title become time-barred after 12 months, starting with acceptance of the service. This does not apply if the law prescribes mandatory longer periods. For damage resulting from injury to life, limb or health caused by a defect for which RoWiA is responsible, as well as if the defect is based on an intentional or grossly negligent breach of duty by RoWiA, in the case of fraudulent concealment of a defect or defects in title and in the case of guarantees the respective statutory limitation periods apply. The same applies to claims arising from the Product Liability Act.

b)
If the customer requests supplementary performance within the limitation period, the defects are to be eliminated free of charge or the service is to be provided again at RoWiA's option, provided that the customer can prove that the defect was already present at the time of the transfer of risk.

c)
Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment or due to special external influences that occur after the contract are not required. If the customer or third parties make improper changes or repair work, there are no claims for defects for these and the resulting consequences.

d)
RoWiA is not obliged to subsequent performance if this would only involve disproportionate costs.

e)
If a notice of defects is unjustified, RoWiA is entitled to demand reimbursement of the expenses incurred by the customer if the customer culpably failed to recognize that the circumstance from his area of responsibility exceeded the alleged
caused deficiency.

f)
In general, liability on the part of RoWiA is excluded if, at the request of the customer, parts or software other than those manufactured or specified by RoWiA are to be used. The customer bears the burden of proof that a
such deviation is not the cause of any defectiveness of the object of performance.

g)
RoWiA service descriptions merely represent quality information and no guarantee promises. Public statements, promotions or advertising do not represent a contractual quality information or a
guarantee promise.

§ 9 Liability

a)
The liability of RoWiA assumes that the customer has observed the operating instructions and general technical regulations when operating the subject matter of the contract. In this respect, the customer bears the burden of proof.

b)
Unless otherwise agreed in these provisions, all claims of the customer for compensation for damage of any kind, including claims for reimbursement of expenses and claims for compensation for indirect damage, are excluded. This applies in particular to claims due to all violations of obligations arising from the contractual relationship and tortious acts. The above exclusion of liability also applies to customer claims for damages against RoWiA upon termination of the contract due to default (withdrawal) and in the event of subsequent impossibility caused by RoWiA through slight negligence. This exclusion of liability also applies if RoWiA has employed vicarious agents or vicarious agents.

c)
Deviating from the above liability regulation, RoWiA is only liable, for whatever legal reason, if
1. RoWiA is charged with gross negligence or intent;
2. RoWiA fraudulently concealed a defect or assumed a guarantee for the quality of the subject matter of the contract;
3. culpable damage to life, health or body caused by RoWiA;
4. RoWiA violates so-called cardinal obligations, i. H. in the event of significant breaches of contract that endanger the achievement of the purpose of the contract, or in the event of breaches of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the client may regularly rely.

d)
In the event of a breach of duty, taking into account the provisions of these general terms and conditions, the liability of RoWiA in the case of slight negligence is limited to compensation for the foreseeable, typically occurring damage.

§ 10 Confidentiality

The customer has confidential information, i. H. all data and information of which he becomes aware within the framework of the contractual relationship with RoWiA (hereinafter "confidential information"), such as B. images, drawings, drafts, samples, calculations, cost estimates and other documents or objects, especially in electronic form, secret.

b)
The customer must only use confidential information for the purposes of the contract concluded with RoWiA, not pass it on to third parties or make it accessible to third parties in any other way without the prior express written consent of RoWiA. The customer has any reverse engineering outside of § 69 e copyright law, d. H. the backward analysis through observation, investigation, dismantling or testing of the delivery items and the services of RoWiA for the purpose of acquiring the company and business secrets embodied in this service.

c)
The customer is obliged to protect confidential information from access by third parties. In doing so, the customer must use the same care that he uses when handling his own confidential information, at least the reasonable care. The customer is obliged to impose the same obligations on the secrecy of the confidential information on its employees.

d)
RoWiA reserves all rights to the confidential information (including copyrights, the right to register industrial property rights and patents, utility models, design patents, trademarks, etc.) and the ownership right to the items made available that contain the confidential information. Confidential information from RoWiA, regardless of whether there are property rights to this information or not no rights of ownership, license, reproduction, usage or other rights are granted to the customer.

§ 11 cancellation costs

The cancellation of orders is permitted to RoWiA and against compensation for the damage incurred by RoWiA. A lump-sum compensation amounting to 5% of the net order value is agreed. RoWiA reserves the right to claim further damages and lost profits. The customer can provide evidence of minor damage.

§ 12 Retention of title

all deliveries remain the property of RoWiA until all claims of RoWiA existing at the time of the conclusion of the contract have been paid in full, regardless of the legal reason.

b)
The customer is entitled to treat and further process the delivery items within the scope of his normal business operations. The customer undertakes the treatment and processing of the delivery items for RoWiA without any obligations arising from this for RoWiA. If the delivery items are processed, combined, mixed or mixed with other goods not supplied by RoWiA, RoWiA shall be entitled to a co-ownership share in the new item in the ratio of the invoice value of the delivered items to the other processed goods at the time of processing, combining, mixing or mixing. If the customer acquires sole ownership of the item by law, he already grants RoWiA co-ownership of the new item in the ratio described above and undertakes to keep the item safe for RoWiA free of charge.

c)
If the customer sells the delivery item or the item jointly owned by RoWiA based on the previous regulation, the customer hereby assigns to RoWiA the claims arising from the resale in the amount of the value of the delivery items with all ancillary rights. RoWiA accepts this assignment. If the item sold is co-owned by RoWiA, the assignment of the claim extends to the amount that corresponds to RoWiA's share of the co-ownership. RoWiA authorizes the customer, subject to revocation, to collect the claims assigned to RoWiA. If the customer defaults on his obligations towards RoWiA, the customer must name all debtors of the assigned claim to RoWiA upon unilateral request. Furthermore, the customer must notify the debtors of the assignment at the request of RoWiA. In this case, RoWiA is also entitled to disclose the assignment itself to the respective debtors and to make use of RoWiA's right to collect.

d)
If the customer does not behave in accordance with the contract, in particular if he defaults on his payment obligations, RoWiA is entitled to take back the delivered goods after issuing a reminder and setting a deadline. In this case, the customer is
obligation to release. In this case, neither the assertion of the retention of title nor the seizure of the software by RoWiA shall be deemed to be a withdrawal from the contract. The customer hereby agrees to allow the persons commissioned by RoWiA to collect the delivered goods to enter and drive on the premises on which the delivered goods are located for this purpose.

§ 13 Work Results

The transfer of ownership and rights of use to the work results of any kind achieved within the scope of the scope of delivery agreed in the offer and announced to the client, such as e.g. B. documentation, reports, planning documents, evaluations, drawings, program material, etc., requires a special written agreement. In any case, RoWiA retains a gratuitous and non-exclusive right of use these work results for the purposes of their own company training.

b)
RoWiA bears no responsibility for whether the technical documents supplied by the customer or on his behalf violate existing copyrights, industrial property rights or other rights of third parties. The customer is solely liable if the execution of his order infringes the rights of third parties. The customer must indemnify RoWiA from all third-party claims due to such an infringement upon first request.

§ 14 Use of Software

a)
If software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied, including its documentation. It is made available for use on the delivery item intended for this purpose. Use of the software on more than the contractually agreed systems is prohibited.

b)
The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. Copyright Act). The customer undertakes to provide manufacturer information
- in particular copyright notices - are not to be removed or altered without the prior written consent of the supplier. All other rights to the software and the documentation including the copies remain with the supplier or the software supplier. The granting of sublicenses is not permitted without the express consent of RoWiA.

§ 15 Final Provisions

a)
The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (UN Sales Convention).

b)
The place of performance for the obligations arising from this contractual relationship is the headquarters of RoWiA GmbH in Wolfsburg.

c)
The customer is hereby informed that RoWiA collects, stores, processes and - if necessary - transmitted to third parties. The customer agrees to this.

d)
If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the place of business of RoWiA. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual abode is not known at the time the action is filed.

e)
Should one of the above provisions be ineffective, the contracting parties undertake to replace these provisions with a provision that most closely corresponds to the purpose of the contract. Partial nullity does not result in the nullity of the remaining provisions.

f)
Legally relevant notifications and declarations that are to be submitted by the customer to RoWiA after the conclusion of the contract (e.g. setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be in writing to be effective. The transmission of characters in the context of unsigned e-mails is sufficient to ensure the written form within the meaning of these general terms and conditions.