General Terms and Conditions of Delivery and Service JUMO GmbH & Co. KG

1.

Scope of application

1. The following General Terms and Conditions of Delivery and Service (“Terms and Conditions” ) apply to all manufacture, sales and/or deliveries of products, services and/or works of any kind (generally referred to as “delivery item” ) of JUMO GmbH & Co. KG (“Contractor” ) for the benefit of the customer, client, partner, purchaser or distributor (“Customer” ). The contractor and the customer (“contractual partner” ) expressly agree that these terms and conditions apply exclusively. The Contractor shall not recognize any terms and conditions of the Client that conflict with or deviate from these Terms and Conditions unless the Contractor has expressly agreed to their validity in writing. These Terms and Conditions shall also apply if the Contractor performs its contractual obligations without reservation in the knowledge that the Client's terms and conditions conflict with or deviate from these Terms and Conditions.
   
2. The Contractor's employees, who are not authorized to sign, are also not authorized to make verbal contractual agreements, verbal amendments to these Terms and Conditions and other verbal agreements.
   
3. In addition to these terms and conditions, the “Supplementary clauses ‘Provision of software products for industrial automation (drive, measure, switch, control)’, available at http://EG13.jumo.info, also apply to the provision of software by the Contractor for the benefit of the Client .
   
4. In addition to these terms and conditions, the “Supplementary clauses ‘Creation of software products for industrial automation (drive, measure, switch, control)’, available at http://EG14.jumo.info, also apply to the creation of software .
   
5. These terms and conditions only apply to companies within the meaning of Section 14 (1) of the German Civil Code (BGB).
   
6. These Terms and Conditions shall also apply in their respective version as a framework agreement for future contracts, without the Contractor having to refer to them again in each individual case.
   
7. Individual written agreements made with the Client in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions.
   
8. Legally relevant declarations and notifications to be made by the Client to the Contractor after conclusion of the contract must be made in writing to be effective.
   

2 Offer, order confirmation, conclusion of contract and duration of contract

1. Our offers are subject to change and the Contractor's offers are non-binding. A contract shall only come into effect when the Contractor sends an order confirmation.
   
2. The scope of the Contractor's obligation to perform shall be determined solely by the Contractor's written order confirmation (“Contract”).
   
3. The Contract is concluded for the duration of the provision of services.
   
4. If the Contract is a continuing obligation, it shall be concluded for a period of twelve (12) months and shall be tacitly renewed for a period of twelve (12) months unless it is terminated three (3) months before the end of the respective contractual term. In the event of termination for any reason whatsoever, the Client shall be obliged to accept and pay for all delivery items already ordered at the agreed price. Insofar as the delivery item has been ordered but not yet manufactured, the Client shall be obliged to accept and pay for the production materials already purchased at full cost, unless the Contractor can use these production materials elsewhere at its own reasonable discretion.
   

3. copyright and retention of title to drawings etc.

1. The Contractor shall retain unrestricted title, including intellectual property rights, to drawings, data, data carriers, specifications, documentation, know-how and drafts, sketches, cost estimates and other documents attached to the offer and/or the contract (“Documents” ).
   
2. The Client may only use Documents for the agreed purpose and may not adapt, reproduce or make them accessible to third parties without the Contractor's consent.
   
3. At the Contractor's request, these Documents themselves and all authorized copies thereof must be returned to the Contractor by the Client. Excluded from this are copies that are required for statutory documentation obligations. Also excluded from this are archived and encrypted backup copies of electronic data traffic, as well as backup copies due to internal security and compliance guidelines of the contractual partner.
   

4 Delivery time and delay; reservation of self-delivery; force majeure

1. Compliance with performance and/or delivery dates, deadlines and/or periods shall be subject to the proviso that the Contractor, for its part, is supplied by suppliers in good time or that the materials required to fulfill the order can be procured on the market at all. In the event of delayed or missing self-supply
   
2. The binding nature of performance and/or delivery dates, deadlines and/or periods presupposes that the Client provides the Contractor with documents and other necessary information in good time and is not in default with its cooperation or with its other material contractual obligations, in particular payment obligations.
   
3. In cases of force majeure, the affected contractual partner shall be released from its obligation to perform to the corresponding extent and for the duration of the impact. An event of force majeure exists if it is beyond the control and influence of the affected contractual partner, it was not reasonably foreseeable when the contract was concluded and the effects could not reasonably have been prevented or overcome by the affected contractual partner. A case of force majeure shall include in particular
   a) War or comparable acts of war, extensive military mobilization, civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy;
   b) Lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition, nationalization; c) Epidemics, pandemics, natural disasters or other extreme natural events such as floods; d) explosion, fire, destruction of equipment, prolonged breakdown of means of transportation, telecommunications, information systems or energy;e) general industrial unrest such as boycotts, strikes and lockouts; slowdowns; occupation of factories and buildings.
   
4. The affected contractual partner must inform the other contractual partner immediately of the event and its effects. If performance of the contract is delayed by more than one month for reasons of force majeure, each contracting party shall be entitled to terminate the contract in writing and/or withdraw from the contract for the quantities affected by the interruption in performance of the contract, without being entitled to any compensation from the other contracting party.
   
5. Partial deliveries or services are permissible insofar as they are reasonable for the Client.
   
6. If the Contractor is culpably in default, the Client's claims shall be determined exclusively in accordance with Section 9 of these Terms and Conditions.
   

5 Transfer of risk

1. Unless otherwise agreed, all deliveries of the Contractor's delivery items to the Client shall be made in accordance with Incoterms® 2020 FCA (Contractor's works).
   
2. If acceptance of a service and/or a work has been agreed and no fixed acceptance periods have been agreed, the Client must accept the delivery item within fourteen (14) days of notification of completion. If the client does not carry out the acceptance within the set period and does not refuse to do so, stating reasons, the delivery item shall be deemed to have been accepted.
   The risk of performance shall pass to the client at the latest upon acceptance.
   
3. If the client has placed an order on call, he must call the delivery item within twelve (12) months of the date of the order, unless the contracting parties have agreed otherwise. If he fails to do so, the client shall be in default of acceptance and the risk shall pass to him.
   

6 Prices and terms of payment

1. The prices quoted by the Contractor are ex works plus VAT at the statutory rate applicable at the time of delivery, excluding packaging. Packaging shall be charged separately.
   
2. The purchase price is to be paid within thirty (30) days of receipt of the invoice free paying agent.
   
3. The Contractor reserves the right to require the Client to provide an irrevocable and unlimited bank guarantee in the amount of the contract price upon conclusion of the contract.
   
4. If a cost element within the total costs forming the price demonstrably increases (e.g. personnel costs or hourly rates, operating and production costs, e.g. due to rising energy costs or demonstrably third party-related material costs), the Contractor reserves the right to adjust the price proportionately, but only proportionally with regard to the corresponding changed cost element and insofar as this is reasonable for the Client. The Contractor shall inform the Client of this immediately, stating the respective changed cost components. The new price resulting from this shall apply from the first of the calendar month following receipt of the written notification.
   
5. If the contract does not relate to a continuing obligation, a price increase in accordance with clause 6.4 is only possible if the delivery of the delivery item and/or the provision of the service does not have to be fulfilled within four months of the conclusion of the contract.
   
6. If installment payments have been agreed, the respective installment shall be paid in advance by the 3rd working day of the respective payment period, unless a specific payment date has been agreed. If the client is in arrears with more than one installment, the entire remaining claim shall be due. This shall also apply if payment by installments after the due date
   is agreed. The Contractor's right to charge interest on arrears shall remain unaffected by an agreement to pay in installments after the due date.
   
7. Offsetting against claims of the Client that are disputed by the Contractor, are not recognized, have not been legally established or are not ready for decision in pending legal proceedings is excluded. The Client shall have no right of retention or right to refuse performance unless the counterclaims of the Client on which the assertion of these rights is based are undisputed or have been legally established. A right of retention may only be exercised if the counterclaim is based on the same contract.
   
8. In the event of non-compliance with the terms of payment or if the Contractor becomes aware after conclusion of the contract that an existing or future claim could be jeopardized by the Client's inability to pay, the Contractor shall be entitled to perform outstanding services only against advance payment or provision of security.
   
9. In the event of changes requested by the Client after conclusion of the contract, the Contractor reserves the right to adjust the prices and the delivery periods already agreed accordingly.
   

7 Retention of title

1. The Contractor shall retain title to all delivery items until all of the Contractor's claims arising from the contract or the business relationship with the Client have been satisfied in full, even if the respective delivery item has already been paid for in full. In the case of a current account, the entire reserved goods shall serve as security for the balance claim. If the estimated value of the reserved goods serving as security for the Contractor exceeds the unpaid claims against the Client by more than twenty percent (20%), the Contractor shall be obliged to release securities of its choice to a corresponding extent at the Client's request.
   
2. During the existence of the retention of title, the Client may neither pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other enforcement measures against the goods subject to retention of title or other dispositions by third parties of the goods subject to retention of title, the Client must notify the Contractor immediately. Irrespective of this, the Customer must inform its customers and other third parties of the Contractor's existing rights to the delivery items. The costs incurred by the Contractor for an intervention (e.g. costs of a third-party action against execution pursuant to § 771 ZPO) shall be borne by the Client, insofar as the third party is not in a position to reimburse the costs.
   
3. In the event of breach of contract by the Client, in particular default of payment, the Contractor shall be entitled to reclaim the goods subject to retention of title after the unsuccessful expiry of a reasonable deadline set for the Client and the Client shall be obliged to surrender the goods subject to retention of title.
   
4. The assertion of the retention of title and/or the assertion of the claim for return, as well as the seizure of the goods subject to retention of title by the Contractor shall be deemed a withdrawal from the contract.
   
5. The Contractor is entitled to insure the delivery item against fire, water and other damage at the Client's expense, unless the Client has demonstrably taken out the insurance itself.
   
6. The Client shall be entitled to resell the delivery item in the ordinary course of business, provided that it receives payment from its customer or makes the reservation that ownership shall not pass to its customer until the latter has fulfilled its payment obligations. In the event of resale, the Customer hereby assigns to the Contractor as security all claims against its customer arising from the resale in the amount of the invoice until all outstanding claims of the Contractor have been satisfied, without the need for further declarations. The Contractor accepts the assignment. After the assignment, the Client shall remain authorized to collect the claim, but the Contractor reserves the right to collect the claim itself as soon as the Client does not properly meet its payment obligations and is in default of payment.
   
7. The handling and processing of the delivery item by the Client shall always be carried out in the name and on behalf of the Contractor. If the delivery item is processed, the Contractor shall acquire sole ownership of the new item, which thus becomes the reserved goods. The same applies if the delivery item is combined or mixed with other items belonging to the contractor. If the estimated value of the reserved goods serving as security for the Contractor exceeds the unpaid claims against the Customer by more than twenty percent (20%), the Contractor shall be obliged to release securities of its choice to the corresponding extent at the Customer's request. If the combination or mixing takes place in such a way that the Client's item is to be regarded as the main item, it is agreed that the Client shall transfer co-ownership to the Contractor on a pro rata basis. The Client shall keep the sole ownership or co-ownership thus created for the Contractor.
   

8. rights of the client to withdraw from the contract or reduce the price

1. The client may withdraw from the contract if the entire fulfillment of the contract becomes definitively impossible for the contractor within the meaning of Section 275 (1) BGB. Insofar as the impossibility is due to the Contractor's failure to deliver to itself in accordance with clause 4.1 or a case of force majeure in accordance with clause 4.3, the right to withdraw from the contract shall only exist in accordance with clause 4.4. The Client may also withdraw from the contract if, when ordering similar delivery items, the execution of part of the delivery becomes impossible in terms of quantity and the Client has a justified interest in rejecting a partial delivery. If this is not the case, the client may reduce the consideration accordingly.
   
2. If there is a delay in performance that does not fall under clauses 4.1 or 4.3 of these terms and conditions and the client grants the contractor a reasonable grace period and this grace period is not met, the client is entitled to withdraw.
   Client shall be entitled to withdraw from the contract.
   
3. If the impossibility of fulfilling the contract occurs during the delay in acceptance or through the fault of the Client, the Client shall remain obliged to provide consideration.
   

9 Liability

1. Claims for damages due to (pre-)contractual breach of duty and tort, with the exception of such damages that have occurred to the delivery item itself, shall only exist
   - in the event of intentional breach of duty by the contractor;
   - in the event of a grossly negligent breach of duty by the Contractor or in the event of an intentional or grossly negligent breach of duty by one of the Contractor's legal representatives or vicarious agents.
   
2. The limitations of liability under Section 9.1 of the Terms and Conditions shall not apply in the event of culpable injury to life, limb and health and in the event of breaches of material contractual obligations (so-called cardinal obligations) which arise from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract. In this respect, the Contractor shall be liable for any degree of fault and for any type of damage. The Contractor shall also be fully liable in accordance with the provisions of the Product Liability Act or in the event of defects which have been fraudulently concealed or the non-existence of which the Contractor has expressly guaranteed.
   
3. The Contractor's liability shall be limited to the foreseeable and typically occurring damage.
   
4. Any further claims for damages are excluded.
   

10 Liability for defects

1. In the event of a defect in the delivery item, the Client's claims are initially limited to the elimination of the defect (rectification) or delivery of a defect-free item (subsequent delivery) at the Contractor's discretion.
   
2. If the subject matter of the contract is a purchase and a commercial transaction for both parties, the Client is obliged to inspect the goods for defects immediately upon receipt and, if any defects are found, to notify the Contractor of these immediately in writing. If the Client fails to notify the Contractor, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. In all other respects, §§ 377 ff. HGB APPLY.
   
3. No warranty shall be assumed by the Contractor for damage or defects arising for the following reasons
   - natural wear and tear;
   - unsuitable or improper use;
   - improper modifications or repairs carried out without the Contractor's prior consent;
   - incorrect assembly or commissioning by the client or third parties;
   - incorrect or negligent handling of the delivery item, in particular with regard to these operating instructions;
   - excessive use;
   - if unsuitable operating materials and replacement materials are used;
   - if the delivery item is combined with another item, insofar as this combination was not previously expressly approved by the Contractor and the damage or defect results from this combination.
   
4. After consultation with the Contractor, the Customer shall give the Contractor the necessary time and opportunity to carry out all repairs and replacement deliveries which the Contractor deems necessary at its reasonable discretion.
   
5. If the Contractor is obliged to provide subsequent performance, it shall bear the expenses necessary for subsequent performance insofar as it is obliged to do so by law. If the supplementary performance fails or if the Client unsuccessfully sets a reasonable deadline for supplementary performance, the Client may withdraw from the contract or reduce the remuneration.
   
6. Unless otherwise agreed, the Contractor is obliged to provide its deliveries free of third-party property rights and copyrights only in the country of the place of delivery. Should there nevertheless be a corresponding infringement of property rights, the Contractor shall either procure a corresponding right of use from the third party or modify the delivery item to such an extent that there is no longer an infringement of property rights. If this is not possible for the Contractor under appropriate and reasonable conditions, both the Client and the Contractor shall be entitled to withdraw from the contract.
   
7. Otherwise, in the event of defects of title, the provisions of Sections 9 and 10 of these Terms and Conditions shall apply accordingly, whereby claims of the Customer shall only exist if the Customer informs the Contractor immediately in writing of any claims asserted by third parties, does not acknowledge an alleged act of infringement either directly or indirectly, the Contractor retains all defense options without restriction, the infringement of rights is not based on the fact that the Customer has modified the delivery item or used it in a manner not in accordance with the contract or the defect of title is attributable to an instruction of the Customer. Claims for damages shall only exist in accordance with Section 9 of these Terms and Conditions.
   

11 Limitation period

1. Warranty claims - irrespective of the legal grounds - shall become time-barred twelve (12) months after the statutory limitation period begins. This shall not apply in the case of defects in a building or in items for a building which have caused the defect and in the case of recourse against the contractor pursuant to Sections 478, 479 BGB. Notwithstanding sentence 1, the statutory periods shall also apply to claims pursuant to clause 9 of these Terms and Conditions.
   
2. Used delivery items are sold under exclusion of liability for material defects. This exclusion shall not apply in the cases of Section 9.1 of these Terms and Conditions.
   

12 Installation and services

1. Unless otherwise agreed in writing, installation work and services (repair and maintenance services) shall be remunerated. The remuneration shall include, in particular, travel expenses, daily allowances and the usual rates for working time and surcharges for overtime, night work, work on Sundays and public holidays, for work in difficult circumstances and for planning and supervision.
   difficult circumstances and for planning and supervision.
   
2. The Contractor shall invoice the Client separately for the costs of preparation, travel, waiting and travel time. If the installation or commissioning is delayed through no fault of the Contractor, the Client shall bear all costs for the waiting time and for further necessary travel to a reasonable extent.
   
3. The Client shall provide the necessary auxiliary personnel and the required number of tools at its own expense. Furthermore, the client shall provide sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, equipment, materials, tools etc..
   available. In order to protect the property of the contractor and the assembly and service personnel, he must take the same measures that he would take to protect his own property. If the nature of the Client's business requires special protective clothing and protective devices for the installation or service personnel, the Client shall also provide these.
   
4. The Contractor's assembly personnel and its vicarious agents are not authorized to carry out work that is not carried out in fulfillment of the Contractor's obligation to deliver and install or assemble the delivery item or that is initiated by the Client or a third party without consultation with the Contractor.
   
5. If assembly is carried out by the Client or a third party commissioned by the Client, the Contractor's applicable operating and assembly instructions must be observed.
   
6. When carrying out services (repair and maintenance services), the Contractor may decide at its own discretion, based on its experience and technical assessment, whether it wishes to carry out the service at the Client's premises or at its own premises. If the service is to be carried out at the Contractor's premises, the Client shall send the item to the Contractor. After the service has been carried out, the Contractor shall return the delivered item to the Client.
   
7. Unless the Customer indicates that it has made changes, the devices shall be made available in the standard configuration after the service. If the Client notifies the Contractor of changed settings and programs, the Contractor shall configure and program the delivery item accordingly when performing the service. However, the Client is obliged to check these settings. The Contractor shall not assume any warranty for this. Furthermore, the Contractor assumes no responsibility for the function after integration of the delivery item into the Client's system.
   client's system.
   
8. The Contractor's service technician is only authorized to service parts other than those supplied by the Contractor if a quick and simple solution can be expected and the Customer expressly places an additional order to this effect.
   
9. The Contractor's technician may cancel the service if it turns out that he cannot provide a remedy in the expected short time. In this case, the client must also pay the time-dependent remuneration and the material used to complete the additional order. If the technician could have provided the service in the expected short time according to professional judgment and if he did not recognize this due to gross negligence or acted intentionally, the client does not owe any payment for the aborted service.
   
10. It is the responsibility of the Client to check whether claims arising from delivery and maintenance contracts with third parties are impaired or lost as a result of the placement and execution of an additional order. The Contractor accepts no liability for this. This concerns, among other things, the following obligations on the part of the Client:
    - The Client must always strictly observe the Hazardous Substances Ordinance in its currently valid version when delivering equipment to be maintained and return deliveries;
    - In particular, the client must also package and label such devices that are filled with hazardous substances or have come into contact with them in any other way in accordance with the statutory provisions.
    labeling;
    - In addition, the client must expressly point out in the service order that the equipment contains hazardous substances within the meaning of the Hazardous Substances Ordinance and, if necessary, enclose a safety data sheet in accordance with Regulation (EC) No. 1907/2006;
    - If the equipment is not manufactured by the Contractor and the Contractor is still liable for defects, the Contractor may refuse to accept a service order for equipment at any time with reference to the connection with hazardous substances.
    - In the event of non-compliance with the Hazardous Substances Ordinance, the Contractor reserves the right to assert any claims for damages; this shall not apply if the Client or its agents are not responsible for the breach of duty.
    

13. export control regulation

1. The fulfillment of the contract is subject to the proviso that there are no legal obstacles due to national or international regulations, in particular export control regulations as well as embargoes or other trade and foreign trade restrictions. The client undertakes to provide all information and documents required for the export, shipment or import.
   
2. Delays in delivery due to necessary export inspections or approval procedures shall invalidate agreed delivery periods and deadlines. The Contractor is obliged to inform the Client immediately of the delay in delivery and its cause. In the event of a delay in delivery of more than one month, the contracting parties shall be entitled to withdraw from the contract to the extent affected by the delay in delivery by means of a corresponding written declaration, without the other contracting party being entitled to claim damages as a result.
   
3. If the necessary official (export) permits are not granted or if the fulfillment of the contract cannot be approved or if the Client violates its obligation to provide all necessary information and documents to obtain the necessary permits despite the Contractor setting a reasonable deadline, the Contractor shall be entitled to withdraw from the contract to the extent affected. Claims for damages by the Client are excluded in accordance with clause 9.
   
4. The Contractor shall be entitled to terminate the contract without notice if such termination is necessary for the Contractor to comply with national or international legal provisions. In the event of such termination, the assertion of damages or the assertion of other rights by the Client due to the termination or its consequences is excluded.
   termination or its consequences is excluded.
   

14 Confidentiality agreement

1. Any information, including but not limited to business information, technical and commercial information, market and competitive information, etc., as well as all related information disclosed by the disclosing party to the receiving party in any form, whether written, oral or digital, shall be deemed to be confidential information (referred to as “Confidential Information”).
   
2. The following information shall not be considered Confidential Information, whereby the burden of proof for the existence of one of these exceptions shall lie with the receiving contractual partner:
   - Information that was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party to the Receiving Party,
   - Information developed by the receiving party independently of the disclosure by the disclosing party,
   - information that was disclosed to the receiving party by a third party without breach of a confidentiality obligation of that third party, or
   - information that was generally known at the time of disclosure.
   
3. The receiving contractual partner shall treat all confidential information of the disclosing contractual partner as confidential and shall not disclose this confidential information to third parties without the consent of the disclosing contractual partner. In particular, the receiving contracting party shall not use any confidential information for purposes other than the cooperation between the contracting parties without the consent of the disclosing contracting party.
   
4. In order to ensure that the confidential information is treated confidentially, the receiving contractual partner agrees
   - That all documents and materials containing Confidential Information must be stored in a secure location to protect them from theft or unauthorized access;
   - to make copies of Confidential Information only to the extent necessary for the effective performance of the Contract and, when copying the Confidential Information, to ensure that any markings on the original documents indicating the confidential nature of the Confidential Information are as legible on the copies as on the original documents; and
   - notify the disclosing party promptly upon becoming aware of any actual or threatened unauthorized use or actual or threatened unauthorized disclosure of Confidential Information and take all reasonable steps to prevent or terminate such use or disclosure, if necessary with the assistance of the disclosing party.
   
5. The receiving Party shall only disclose Confidential Information to those of its employees, directors, affiliates and consultants whose position is such that such disclosure is necessary for the discussions with regard to the cooperation between the Parties. These persons
   must also be bound by a confidentiality obligation comparable to the obligations arising from this confidentiality agreement.
   
6. In the event that the receiving contractual partner is subject to a legal obligation or a lawful court or official order to disclose the confidential information of the disclosing contractual partner, the receiving contractual partner shall immediately inform the disclosing contractual partner in writing:
   - promptly advise the disclosing party in writing of such obligation and, upon request, assist the disclosing party to the extent possible in protecting or obtaining judicial protection for the Confidential Information; and
   - unless other protective measures are taken, disclose only such Confidential Information as is required to be disclosed by law or order and use its best efforts to ensure that the Confidential Information disclosed is treated as far as possible in accordance with this Confidentiality Agreement.
   
7. The receiving party shall, at the request of the disclosing party:
   - promptly return all Confidential Information, whether in written or other form, together with all reproductions and copies thereof, or, at the disclosing party's option, verifiably destroy it;
   - at the same time, return all other materials, including materials prepared by the receiving party itself, containing or revealing confidential information or, at the disclosing party's option, provide evidence of their destruction; and
   - confirm in writing to the disclosing party that it has returned or destroyed the confidential information in the manner described.
   
8. Confidential information shall be destroyed in the most secure manner in accordance with the current state of the art, insofar as this is possible and reasonable for the receiving contractual partner.
   
9. The contractual partner obliged to return or destroy confidential information is not entitled to assert a right of retention. Excluded from this are copies that are required for statutory documentation obligations. Also excluded are archived and encrypted backup copies of electronic data traffic, as well as backup copies due to internal security and compliance guidelines of the receiving contractual partner.
   
10. The disclosing contractual partner remains the owner of the rights to the confidential information. Nothing in this Non-Disclosure Agreement grants the Receiving Party any license, title or interest in the Confidential Information or any intellectual property rights of the other Party.
    
11. This Confidentiality Agreement does not obligate either party to disclose Confidential Information to the other party. The contracting parties reserve the right not to disclose confidential information to the other contracting parties at any time and without stating reasons.
    
12. In providing Confidential Information under this Confidentiality Agreement, neither party makes any warranty, express or implied, as to its adequacy, accuracy, sufficiency or correctness or freedom from defects of any kind, including freedom from patent, copyright or trademark infringement, which may result from the use of such Confidential Information.
    
13. Each party acknowledges that monetary damages may not be a sufficient remedy for the unauthorized use or disclosure of Confidential Information and that in the event of a breach or threatened breach of this Confidentiality Agreement, the aggrieved party shall be entitled to seek injunctive or equitable relief without waiving any other rights or remedies.
    
14. This confidentiality agreement shall be valid for five (5) years from the disclosure of the confidential information.
    

15 Place of performance, place of jurisdiction and choice of law

1. For merchants, legal entities under public law or special funds under public law, the place of performance and sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Contractor's head office.
   
2. These General Terms and Conditions of Delivery and Service, the contracts and the entire legal relationship between the Client and the Contractor shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
   

16. final provisions

1. If a contractual partner has to process personal data within the scope of the contract, it shall comply with the Federal Data Protection Act and other data protection regulations, including the General Data Protection Regulation (Regulation (EU) No. 2016/679 of the European Parliament and of the Council of April 27, 2016), and shall coordinate the necessary data protection measures with the other contractual partner and enable the latter to verify compliance with the agreements made.
   
2. If one or more provisions of these terms and conditions or of the contract are deemed invalid, unenforceable or illegal in whole or in part, this shall not affect the validity, enforceability and legality of the remaining provisions of the contract. In this case, the contracting parties undertake to replace the wholly or partially invalid, ineffective or illegal provision with retroactive effect by a new provision that comes closest to the provisions contained in the invalid, ineffective or illegal provision in a legally permissible manner from an economic and financial point of view.
   
3. The Client shall allow the Contractor to have the contractual obligations commissioned by it performed in part or in full by subcontractors.
   
4. All obligations provided for in the contract or in the terms and conditions, which by their nature continue beyond the termination of the contract, shall remain in force after the termination of the contract, in particular all financial obligations which one contracting party must fulfill in accordance with the contract for the benefit of the other contracting parties.
   
5. Insofar as the Contractor does not object to a document, notification or measure of the Client, this shall not constitute a waiver of any provisions of the contract.
   
   

Supplementary clauses to section 1.3 GTC JUMO GmbH & Co. KG-
Provision of software products for industrial automation (drive, measure, switch, control)

Supplementary clauses to section 1.3 GTC for download (pdf 144 kByte) Edition 10/2018

English version:
Supplemental clauses in accordance with Section 1.3 of the General Terms and Conditions (PDF 116 kByte) Version 10/2018

1 Scope of application

1. These supplementary clauses shall always apply if the contract, in whole or in part, relates to the provision of software by the Contractor for the benefit of the Client.
   
2. These supplementary clauses relate solely and exclusively to the provision of software by the Contractor for the benefit of the Client.
   
3. All definitions used in the Terms and Conditions and in other applicable supplementary clauses are incorporated in these supplementary clauses.
   
4. These supplementary clauses supplement the provisions of the Terms and Conditions. To the extent that there is any inconsistency between a provision of these Supplementary Clauses and a provision of the Terms and Conditions, the provision of the Supplementary Clauses shall prevail.
   

2 Subject matter of the contract

1. These Supplementary Clauses determine the license conditions for the provision of (i) standard software, (ii) engineering software, (iii) runtime software and/or (iv) embedded software (collectively referred to as “Software” and referred to in the Terms and Conditions as “Deliverables”) by the Contractor to the Client.
   
2. The Software may contain open source software components, to which the Contractor shall draw the Client's attention.
   
3. The software may contain third-party software components, of which the Contractor shall inform the Client.
   
4. The software may contain customer software components. In this case - irrespective of any provisions to the contrary in these supplementary clauses - all claims for defects and liability on the part of the Contractor against the Client in relation to these customer software components are excluded.
   
5. The contracting parties understand standard software to mean software that was created in whole or in part by the Contractor and can run on different hardware.
   
6. By engineering software, the contracting parties mean software for engineering such as project planning, programming, parameterization, testing or commissioning, which was created in whole or in part by the Contractor.
   
7. By runtime software, the contracting parties mean software for plant and machine operation, e.g. operating systems, basic systems, system extensions or drivers, which was created in whole or in part by the Contractor.
   
8. By embedded software, the contracting parties mean firmware that was created in whole or in part by the Contractor and can only be used on a specific hardware.
   
9. The contracting parties understand open source software to mean software whose source code can be viewed, modified and used publicly and by third parties in accordance with the open source software license conditions.
   
10. By third-party software, the contracting parties mean software that was created by a third-party manufacturer and that is rented, transferred or sublicensed by the Contractor to the Client.
    
11. The contracting parties understand demo software to mean test versions of software which are made available to the Client free of charge by the Contractor solely for presentation or test purposes for use for a limited period of time and application.
    

3 Industrial property rights and rights of use

1. Unless the contracting parties have expressly agreed otherwise in writing, the industrial property rights to the software - notwithstanding Articles 10 and 11 - shall remain fully with the Contractor.
   
2. Unless the contracting parties have expressly agreed otherwise in writing and without prejudice to Articles 10 and 11, the Client shall be granted a single license in accordance with the specific provisions of the contract:
   - for standard software, a single license in accordance with Article 4, a multiple license or network license in accordance with Article 5 or an unlimited license in accordance with 6;
   - for engineering software, a single license as referred to in Article 4, a multiple license or network license as referred to in Article 5 or an unlimited license as referred to in Article 6, in any case in compliance with Article 8;
   - for runtime software, a single license in accordance with Article 4, a multiple license or network license in accordance with Article 5 or an unlimited license in accordance with Article 6, in any case in compliance with Article 9;
   - in the case of embedded software, a single license in accordance with Article 4.
   

4. single license

1. The Contractor shall grant the Client the non-exclusive right to use the Software with the devices specified in the Agreement, where applicable, whereby each Software provided to the Client may only be used on one device at a time.
   
2. If there are several workstations on one device on which the software can be used independently, the single license shall only extend to one workstation.
   
3. The client may make copies of the software which may only be used for backup purposes (backup copies). No copies may be made of the documentation provided. Otherwise, the client may only reproduce the software within the framework of a multiple license or an unlimited license.
   
4. The client is not entitled to modify, reverse engineer or translate the software, to extract parts of it, to combine it with other programs or to derive customer software from it.
   
5. The customer may not remove alphanumeric and other identifiers from the data carriers and must transfer them unchanged to backup copies.
   
6. The Client undertakes (i) to store the software, including documentation, carefully in order to prevent misuse, and (ii) to keep the software secret from third parties and to oblige employees who are given access to the software to comply with the existing confidentiality obligations and restrictions on use.
   
7. The Contractor shall grant the Client the revocable right to transfer the rights of use transferred to the Client to third parties. If the Client has purchased the software together with a device, it may only pass the software on to third parties for use together with this device. The client must enter into a written agreement with the third party according to which the third party submits to the obligations arising from this contract. If the Customer makes the software available to a third party, the Customer shall be responsible for compliance with any export requirements and shall indemnify the Contractor in this respect. 5.
   

5. multiple license or network license

1. In order to use the software on several devices or at several workstations at the same time, the client requires a multiple license. The prerequisite for a multiple license is the granting of a single license plus a written confirmation from the Contractor regarding the number of permitted copies that the Customer may make of the software provided with the single license.
   
2. Within the scope of the multiple license, the customer shall be entitled to the simple, non-exclusive and non-transferable right to create the number of copies of the software specified in the written confirmation, as well as to use the copies created in accordance with the provisions for single licenses and to transfer them to third parties for use.
   
3. The use of the software on several devices at the same time is equivalent to the use in networks at several workstations without the software being reproduced (network license). The regulations for multiple licenses apply accordingly to network licenses. The number of permitted workstations corresponds to the number of permitted reproductions.
   
4. The client shall observe the instructions on duplication provided to him by the contractor together with the multiple license. The client shall keep records of the whereabouts of all reproductions and submit them to the contractor upon request. The client must transfer alphanumeric and other identifiers of the data carriers unchanged to all reproductions.
   

6. unlimited license

1. The client requires an unlimited license to use the software on unlimited devices or at unlimited workstations at the same time. The prerequisite for an unlimited license is the granting of a single license plus written confirmation from the Contractor that an unlimited license has been granted.
   
2. In the case of an unlimited license, the Client shall be entitled to the non-exclusive and non-transferable right to create an unlimited number of copies of the software for an unlimited period of time, as well as to
   to use the copies made in accordance with the regulations for single licenses
   and to allow third parties to use them.
   
3. The Client shall observe the instructions on reproduction provided to it by the Contractor together with the unlimited license. The Client shall keep records of the whereabouts of all reproductions and submit them to the Contractor upon request. The Client shall transfer alphanumeric and other identifiers of the data carriers unchanged to all reproductions.
   

7. demo software

1. Demo software is granted for a limited period of use in accordance with the demo software license conditions. The use of the test or demo software is not permitted outside of this limited period of time and application.
   
2. To the extent permitted by law, any warranty of the Contractor is excluded for demo software, except in the event of fraudulent concealment of a defect, injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by the Contractor.
   

8. engineering software

1. The Client shall have the right to reproduce, use or allow third parties to use its own programs or data (“Customer Applications”) that it has created with the engineering software free of license fees.
   
2. If, when the engineering software is used as intended, parts of it are incorporated into the customer applications, the royalty-free reproduction authorization shall also apply to these parts of the engineering software. Otherwise, the customer shall not be permitted to extract parts of the engineering software.
   
3. Notwithstanding any provisions of the Terms and Conditions to the contrary, all claims for defects and liability on the part of the Client against the Contractor in relation to these customer applications are expressly excluded.
   

9 Runtime software

1. If the Customer integrates customer applications - in particular with the help of engineering software - into runtime software, the Customer must acquire a license to the runtime software in accordance with the intended type of use in accordance with the then valid catalog of the Customer before each installation or other duplication of its customer applications that contain runtime software or parts thereof, or that it connects to a duplicate of its customer applications.
   
2. If the Customer allows third parties to use the aforementioned customer applications, the following shall apply with regard to the associated runtime software: in this case, the Customer shall completely cease using the software, remove all installed copies of the software from its devices and instances and delete all copies located on other data carriers or, at the Contractor's request, hand them over to the Contractor, unless the Customer is legally obliged to retain them for a longer period. Any use of such retained copies is prohibited.
   
3. This article does not grant any right to extract parts from runtime software.
   
4. Notwithstanding any provisions of the Terms and Conditions to the contrary, all claims for defects and liability on the part of the Client against the Contractor in relation to these customer applications are expressly excluded.
   

10. open source software

1. Notwithstanding any provisions of the Terms and Conditions to the contrary, this Article 10 shall always apply insofar as open source software is provided to the Client or the software contains open source software components, in which case this Article 10 shall only apply to the portion of the open source software component.
   
2. With regard to open source software and any software derived from open source software, the license conditions to which the open source software is subject shall always take precedence. The Contractor shall draw the Client's attention to the use of open source software and make the relevant license conditions available to the Client.
   
3. The Client shall indemnify the Contractor against all claims and costs/expenses incurred by the Contractor from the use of the open source software, insofar as the license conditions for the open source software do not prohibit this.
   
4. The open source software may only be used, distributed, reproduced and modified by the client and/or the end customer in accordance with the open source software license conditions. Unless the license terms for the open source software provide otherwise, this creates a direct contractual and licensing relationship between (i) the client and/or the end customer on the one hand and (ii) the original licensor of the open source software on the other.
   
5. The Client is strictly prohibited from incorporating software created by the Contractor or third-party software that is not open source software into open source software or software derived from open source software in any form whatsoever without the express prior consent of the Contractor.
   
6. Notwithstanding anything to the contrary in the Terms and Conditions, but notwithstanding anything to the contrary in the Open Source Software License Terms, all claims for defects and liability on the part of the Client against the Contractor in relation to Open Source Software or software derived from Open Source Software are expressly excluded.
   

11 Third-party software

1. Notwithstanding any provisions of the Terms and Conditions to the contrary, this Article 11 shall always apply insofar as Third Party Software is provided to the Client.
   
2. With respect to Third Party Software and any Third Party Software Derived Software, the license terms to which the Third Party Software is subject shall always prevail.
   
3. The Contractor shall make reference in the contract documents to the existence and license conditions of any third-party software provided and shall make the third-party software license conditions accessible.
   
4. The Client assigns to the Contractor all transferable warranties, guarantees, indemnities and liability claims granted to the Client by the third-party software manufacturer.
   
5. Notwithstanding anything to the contrary in the Terms and Conditions and without prejudice to Article 11.4, all claims for defects and liability on the part of the Client against the Contractor in relation to Third Party Software or in relation to software derived from Third Party Software are expressly excluded.
   

12 Remuneration, duration, termination

1. The remuneration, duration and type of license are regulated in the contract.
   
2. Unless otherwise agreed, the remuneration shall be paid by the Client to the Contractor in advance.
   
3. Unless otherwise agreed between the contracting parties, the single license pursuant to Article 4, the multiple license pursuant to Article 5 and the unlimited license pursuant to Article 6 shall be granted for an unlimited period of time.
   

Software Support and Maintenance

1. Any support relating to the Software, whether preventive or corrective maintenance of the Software, the right to patches, updates or upgrades, must be regulated separately in a Software Support and Maintenance Agreement.
   
2. Insofar as the contracting parties have not concluded a software support and maintenance contract, the Contractor shall be remunerated by the Client for its services (consulting, software development, etc.) on a time and material basis.
   

14 Liability for defects

1. The software for which the Client acquires a license is known to the Client.
   
2. Liability for defects is regulated in accordance with Articles 9 and 10 of the Terms and Conditions.
   

15 Software audit

1. The Contractor may audit the Client's use of the Software, provided that the Contractor gives thirty (30) days' prior written notice of the audit.
   
2. This Audit shall take place during the Principal's normal business hours, no more than once a year, for a maximum of two working days, the Auditors may be refused by the Principal for reasonable reasons, all trade and business secrets of the Principal shall be preserved, all personal data shall be preserved and secured in accordance with legal obligations, the Audit results shall be treated confidentially and the Contractor shall minimize the operational consequences of this Audit for the Principal.
   
3. The Client undertakes to assist in the audit of the Contractor, to support the Contractor to a reasonable extent and to grant the Contractor sufficient access to information.
   
4. In addition, the Client undertakes to pay any underpaid remuneration within thirty (30) days of a written request.
   
5. If payment is not made, the Contractor shall be entitled to terminate the Client's licenses and the corresponding contract extraordinarily at the expense of the Client.
   
6. The Client agrees that the Contractor shall not be liable for any costs incurred by the Client as a result of assisting with an audit.
   
   

Supplementary clauses to Section 1.4 GTC JUMO GmbH & Co. KG
Creation of software products for industrial automation (drive, measure, switch, control)

Supplementary clauses for the creation of software products to Article 1.4 GTC (PDF 131 kByte) Edition 10/2018

English version:
Supplemental Clauses in accordance with Section 1.4 General Terms and Conditions of Delivery and Service (pdf 136 kByte) Version 10/2018

1 Scope of application

1. These supplementary clauses shall always apply if the contract, in whole or in part, relates to the planning and creation of software by the Contractor for the benefit of the Client.
   
2. These supplementary clauses relate solely and exclusively to the planning, creation and delivery of software by the Contractor for the benefit of the Client.
   
3. All definitions used in the Terms and Conditions and in other applicable Supplementary Clauses are incorporated in these Supplementary Clauses.
   
4. These supplementary clauses supplement the provisions of the Terms and Conditions. To the extent that there is any inconsistency between a provision of these Supplementary Clauses and a provision of the Terms and Conditions, the provision of the Supplementary Clauses shall prevail.
   

2 Subject matter of the contract

1. The Client may commission the Contractor with the planning and creation of (i) standard software, (ii) engineering software, (iii) runtime software and/or (iv) embedded software (collectively referred to as “Software” and referred to in the Terms and Conditions as “Deliverables”).
   
2. The Software may contain open source software components, which the Contractor shall point out to the Client in the planning phase or, if this only becomes apparent at a later date, in the creation phase.
   
3. The software may contain third-party software components, which the Contractor shall point out to the Client in the planning phase or, if this only becomes apparent at a later date, in the creation phase.
   
4. The software may contain customer software components. In this case - irrespective of any provisions to the contrary in the terms and conditions - all claims for defects and liability on the part of the Client against the Contractor in relation to these customer software components are expressly excluded.
   

3. planning

1. During the planning phase, the Client shall utilize the services of the Contractor in order to make the necessary preparations for the use of data processing and the corresponding software creation. The aim of the planning service to be provided by the Contractor is to agree all essential requirements on the basis of the facts and requirements to be determined during the planning phase in ongoing close cooperation with the Client, whether in a formal requirements specification or functional specification or in any other formal or informal form (“requirements agreement”). This requirements agreement forms the basis for the subsequent software development.
   
2. During the planning phase, the Client shall provide the Contractor with the necessary information on the current status in the intended areas of application, on business policy and procedural objectives and priorities and on all other requirements within the Client's sphere of responsibility for the preparation of the requirements agreement. To this end, during the entire planning phase, there is direct and close coordination between the services provided by the Contractor and the Client's wishes, proposals and target specifications. The client is therefore fully involved in the planning phase and thus has the opportunity to influence the requirements agreement in the way it wishes.
   
3. If the Contractor recognizes during the planning phase that the planned configuration must be modified with regard to the facts, requirements and software properties that have been worked out in the meantime, it shall inform the Client of this within a reasonable period of time and submit alternative proposals to it. The client shall decide without delay on any changes resulting from such information for the development and content of the requirements agreement.
   

4. creation

1. The Contractor shall create the software primarily on the basis of the requirements agreement.
   
2. As part of the creation phase, the Contractor shall carry out further programming, in particular coding, testing and integration. The Contractor shall inform the Client at regular, appropriate intervals about the status of the programming work and compliance with the software requirements. The Client shall be informed of any delays and change requirements that become apparent within a reasonable period of time.
   
3. During the development phase, the Client shall also provide the Contractor with all information required by the Contractor to provide the service in accordance with the contract within a reasonable period of time.
   

5. acceptance

1. All software created is subject to acceptance.
   
2. The Contractor shall notify the Client in writing of the completion and readiness for acceptance of its service.
   
3. The conditions, procedure and duration of acceptance can be specified in the requirements agreement. Furthermore, partial acceptances may be agreed in the requirements agreement for quantifiable partial services that are definable in terms of remuneration value.
   
4. Acceptances and partial acceptances must be recorded. After successful completion of the acceptance, the client shall declare acceptance by countersigning the acceptance protocol. The software creation shall be deemed to have been completed fourteen (14) days after written notification of readiness for acceptance by the Contractor if acceptance is delayed for reasons for which the Contractor is not responsible.
   
5. The acceptance test shall be deemed interrupted for the duration of the elimination of errors. The Contractor shall rectify defects free of charge within a reasonable period of time (“rectification”) and notify the Client of the completion of the rectification. The acceptance test shall then be carried out again. Minor defects shall not be grounds for refusal of acceptance.
   
6. If the rectification fails despite a reasonable deadline set by the client in writing with the threat of subsequently rejecting the service, the client shall be entitled to withdraw from the creation phase.
   
7. In the planning phase and in the creation phase, the contracting parties may jointly agree on partial acceptances for quantifiable partial services that can be delimited in terms of remuneration value, which must be accepted individually in accordance with this Article 5 in order to ensure the good progress of the creation phase. In this case, Articles 5.5 and 5.6 shall only apply to the partial services that have not yet been accepted.
   

6. project management

1. Unless the contracting parties have expressly agreed otherwise in writing, they shall appoint project managers for the planning phase and the construction phase who are authorized to make binding declarations in all project matters and shall make a representation arrangement in the event that they are prevented from doing so. The project managers monitor and coordinate the project work on an ongoing basis and keep each other informed of its progress in regular meetings. They shall make the aforementioned agreements in writing.
   
2. The contractual partners shall provide sufficient and qualified personnel for mutual cooperation. The contracting parties are aware of the fact that a fruitful cooperation during the planning phase and the construction phase requires the intensive involvement of the client.
   

7 Remuneration

1. The remuneration to which the Contractor is entitled shall be regulated in the price section of the contract. All prices and rates quoted are subject to VAT at the statutory rate applicable on the date of performance.
   
2. Unless the contracting parties have expressly agreed otherwise in writing, all services provided by the Contractor shall be remunerated on a time and material basis in accordance with the “JUMO service charge rates” valid at the time the service is provided. These are attached to the contract as an annex.
   
3. In the event of the accidental loss of its services or parts thereof prior to acceptance, the Contractor shall be entitled to remuneration in the amount of the services provided to date.
   

8 Changes

1. If the client considers technical changes to be relevant or necessary during the creation phase, he shall inform the contractor immediately. In this case, the parties to the contract must agree on the resulting modifications to the content and execution of the contract. If no agreement is reached, the original agreements shall remain in force.
   
2. If deadlines or the content or scope of the requirements agreement are changed by mutual agreement after conclusion of the contract, either party may demand that the remuneration and schedule be adjusted by mutual agreement. The standards used to evaluate the Contractor's services upon conclusion of the contract shall apply. The Client shall have no right to unilaterally order changes.
   

9. liability for defects

1. The Contractor warrants that the software does not have any material defects that cancel or reduce its suitability for the contractually stipulated use.
   
2. The Client is aware that it is not possible, given the state of the art, to create software that is completely free of defects.
   
3. Notwithstanding Article 9.12, the Contractor shall rectify all reproducible errors in the software reported by the Client for which the Contractor is responsible in accordance with Articles 9.5 and 9.6.
   
4. The Client shall describe any material defects in as much detail as possible.
   
5. The rectification shall take place at the Contractor's discretion (i) by eliminating the error, (ii) by providing a new software version or (iii) by the Contractor demonstrating ways of avoiding the effects of the error. A new software version shall be accepted by the Client, unless this leads to unreasonable adaptation and conversion problems for the Client.
   
6. The Contractor may choose whether to rectify the defect at the Client's premises or at the Contractor's premises. If the Contractor chooses to rectify the defect at the Client's premises, the Client shall provide a suitable environment and suitable operating personnel free of charge, insofar as this is necessary to carry out the rectification within a reasonable period of time. The Client shall provide the Contractor with the documents and information required for the rectification of defects.
   
7. The Client must notify the Contractor of material defects immediately and in detail in writing.
   
8. For software provided for test, demo or validation purposes, however, the Contractor shall only be liable if it has fraudulently concealed the material defect, in the event of injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by the Contractor.
   
9. The liability for material defects does not extend:
   -to defects caused by deviation from the conditions of use intended for the software and specified in the documentation;
   - in the case of only insignificant deviations from the agreed suitability for the contractually stipulated use;
   - in the event of only insignificant impairment of usability;
   - in the event of damage that occurs after acceptance as a result of incorrect or negligent handling, excessive use or due to special external influences that are not provided for in the contract;
   - improper modifications or extensions to the software - and the resulting consequences - by the client or third parties.
   
10. In the case of embedded software, claims for defects shall only exist if these can be reproduced on the reference hardware or target hardware specified in the contract. If an error reported by the Client cannot be reproduced, is attributable to incorrect operation by the Client or is excluded from liability for defects for any other reason, the Contractor may demand reasonable remuneration from the Client for the inspection and reimbursement of the transportation, travel and accommodation costs incurred.
    
11. If delivered data carriers are defective, the Client may only demand that the Contractor replace the defective copies with defect-free copies.
    
12. Claims for subsequent performance shall become time-barred twelve (12) months after the commencement of the statutory limitation period. The same applies to withdrawal and reduction. This period shall not apply if the applicable law prescribes longer periods, in the event of intent or fraudulent concealment of the defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
    
13. Claims on the part of the client for expenses incurred for the purpose of rectification, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery has subsequently been moved to a location other than the client's branch office, unless the relocation corresponds to its intended use.
    
14. Notwithstanding Article 10, further claims or claims other than those regulated in this Article 9 by the Client against the Contractor and its vicarious agents due to a defect of title are excluded.
    

10 Industrial property rights

1. Insofar as industrial property rights arise during the planning phase or in the creation phase, these shall remain fully with the Contractor - notwithstanding Article 11.
   
2. Unless the contracting parties have expressly agreed otherwise in writing, the Contractor shall be obliged to provide its services free of industrial property rights and copyrights of third parties (“Property Rights”) only in the country of the place of delivery. If a third party raises justified claims against the Client due to the infringement of property rights by software created by the Contractor and used in accordance with the contract, the Contractor shall be liable to the Client within the period specified in Article 9.12 as follows:
   - The Contractor shall, at its option and expense, for the software in question
   - either obtain a right of use for the software in question,
   - modify it in such a way that the property right is not infringed, or
   - replace it.
   If this is not possible for the Contractor under reasonable conditions, the Client shall be entitled to the statutory rights of withdrawal or reduction;
   - The Contractor's obligation to pay damages shall be governed by Article 9 of the Terms and Conditions;
   - The aforementioned obligations of the Contractor shall only apply insofar as the Customer immediately notifies the Contractor in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to the Contractor's discretion. If the Customer ceases to use the delivery in order to minimize damages or for other important reasons, it shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.
   
3. Claims of the client are excluded if he is responsible for the infringement of property rights.
   
4. Claims by the Client shall also be excluded if the infringement of property rights is caused by special specifications of the Client, by an application not foreseeable by the Contractor or by the fact that the software is modified by the Client or used together with products or customer software not supplied by the Contractor.
   

11 Industrial property rights of third parties

1. Insofar as the software contains third-party software components, the industrial property rights relating to these third-party software components shall remain exclusively with the manufacturer of this third-party software.
   
2. Insofar as the software contains open source software components, the regulation of the industrial property rights relating to these open source software components shall be handled in accordance with the terms of use of this open source software, which the Contractor shall hand over to the Client.
   

12 License terms

1. All terms of use and license conditions relating to the software are regulated in the supplementary clauses “Provision of software products for industrial automation (drive, measure, switch, control)”, available at http://EG13.jumo.info.