Terms and Conditions for the Provision of Products of Bosch Rexroth AG Free of Charge

Version: 12.09.2025

These Terms and Conditions (hereinafter: T&C) apply to the provision to the Customer (hereinafter: CUSTOMER) for use free of charge of PRODUCTS of Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr a. Main, http://www.boschrexroth.com (hereinafter: BOSCH REXROTH). Separate terms and conditions apply to other types of provision for use. Standard business terms of the CUSTOMER shall not apply; they are hereby explicitly rejected. This applies even if, in connection with a purchase order or in other documents of the CUSTOMER, reference is made to its standard business terms and if BOSCH REXROTH does not explicitly reject them in this case.

1. General provision
1.1. The meaning set out in the Preamble and in sec. 21 Definitions applies to the capitalized terms used in these T&C.
1.2. Amendments and supplements to these T&C must be made in written form. Emails do not comply with the written form requirement.
1.3. BOSCH REXROTH has the right to revoke its offer at any time unless the CUSTOMER has accepted it.

2. Subject matter
2.1. The subject matter of these T&C is the provision for use on loan of PRODUCTS of BOSCH REXROTH.
2.2. Insofar as, under the circumstances of the contract entered into, this results in the provision for use of PRODUCTS of BOSCH REXROTH as a gift, these T&C shall apply by analogous application hereof, with the exception of secs. 8, 9.2, 11-13.
2.3. In case of provision for use of PRODUCTS as a gift the rights of use for SOFTWARE of sec. 7.6 shall be granted unlimited in time.
2.4. The provision for use of PRODUCTS as a gift can be revoked by BOSCH REXROTH at any time and without complying with a period of notice for a compelling reason [Kndigung aus wichtigem Grund] and/or in writing. A compelling reason exists, in particular, if the CUSTOMER violates rights of use of BOSCH REXROTH by using the PRODUCTS to an extent beyond that permitted under these T&C. BOSCH REXROTH reserves the right to claim damages.

3. Conclusion of the contract
The contract is concluded upon an agreement being entered into or, when orders are placed online, upon receipt of an order confirmation from BOSCH REXROTH or with the download of SOFTWARE.

4. Delivery
4.1. Delivery dates are nonbinding.
4.2. Delivery of the GOODS and the passing of risk are effected FCA place of dispatch of the plant supplying the GOODS (Incoterms 2020), unless explicitly agreed otherwise. This also applies for provision of SOFTWARE per data medium or for SOFTWARE preinstalled on TARGET HARDWARE at delivery.
4.3. Alternatively, SOFTWARE is delivered and the risk passes at the election of BOSCH REXROTH either by providing the SOFTWARE per download or by transmitting the information necessary to download it.
4.4. Unless otherwise agreed, SOFTWARE is delivered or made available for downloading in the version named in the DOCUMENTATION. The CUSTOMER is responsible for installation of the SOFTWARE. If the SOFTWARE is provided for use on a data medium or is preinstalled on TARGET HARDWARE, this might possibly not contain the version named in the DOCUMENTATION. The delivery obligation of BOSCH REXROTH shall be met by providing the actualization. The CUSTOMER is obliged to perform the actualization.
4.5. If non-compliance with the delivery periods is due to force majeure or to other disruptions for which BOSCH REXROTH is not accountable, e.g. war, terrorist attacks and acts, riots, epidemics, pandemics, natural disasters, extreme natural phenomenons, import and export restrictions, limitations in energy supply, governmental measures or official directives, including those affecting sub-suppliers, the agreed delivery periods shall be extended. This also applies to industrial action affecting BOSCH REXROTH or its sub-suppliers. This includes also difficulties to procure raw material as well as inadequate or delayed deliveries by suppliers due to force majeure.

5. SOFTWARE
5.1. The description of the SOFTWARE is set out in the DOCUMENTATION which the CUSTOMER will be provided with on request before entering into the contract.
5.2. The SOFTWARE comprises, as far as feasible, the executable program code and the corresponding DOCUMENTATION in electronic form, and installation instructions unless the SOFTWARE self-installs or instructions on embedding the ENGINEERING SOFTWARE in a simulation environment. Subject to sec. 6.1, the source code does not form part of the subject matter of the contract. The Model shall always be regarded as a whole, and individual part models may not be extracted from the whole and used separately.
5.3. BOSCH REXROTH has the right to take technical measures to protect the SOFTWARE against any unauthorized use, e.g. by means of program locks. CUSTOMER may not remove such protective mechanisms from the SOFTWARE or work around them. It can be necessary to apply for a license key to activate the SOFTWARE after installation and if the SOFTWARE and/or hardware environment is changed.
5.4. The security level and resultant measures arise out of the description of the PRODUCT either provided before the conclusion of the contract or agreed in a separate document (e.g. in DOCUMENTATION or catalogue). Unless agreed otherwise, it is the CUSTOMERs responsibility to, by choosing adequate technical and/or organizational measures, ensure the IT-security of its systems when integrating or using the SOFTWARE taking into consideration the technical nature of the SOFTWARE. This applies in particular when the CUSTOMER is an operator of a critical infrastructure in the sense of sec. 2 sec. 10 German BSI-Act.
5.5. The information and graphical representations stored in the ENGINEERING SOFTWARE serve solely to describe the respective products and lose their validity when the products represented there and/or the corresponding technical DOCUMENTATION are/is changed, at the latest, however, when a new version of the ENGINEERING SOFTWARE is issued. The information and graphical representations stored in the ENGINEERING SOFTWARE are not intended for any constructional or development purposes independent from products. ENGINEERING SOFTWARE does not contain information on the technical application limits and/or compliance with norms and standards.
5.6. ENGINEERING SOFTWARE does not verify the generated results on the accuracy of the calculation or of the software generated or changed and/or to its executability and suitability for application. The responsibility for the selection and dimensioning and/or configuration of products and/or for the software generated or changed with the help of the ENGINEERING product therefore lies solely with the CUSTOMER. A product order is placed solely on the basis of the catalogue details and of the DOCUMENTATION belonging to the product.
5.7. If and insofar as a copyrighted material is created for the CUSTOMER as a result of changing/generating software by using ENGINEERING SOFTWARE or if the CUSTOMER applies for/acquires a PROPERTY RIGHT based on the above change/creation, the CUSTOMER shall notify BOSCH REXROTH thereof without undue delay and grant to BOSCH REXROTH a non-exclusive, irrevocable license unlimited as to time and free of charge, which also confers upon BOSCH REXROTH the right to grant sub-licenses; with regard to PROPERTY RIGHTs the CUSTOMER shall grant a license to BOSCH REXROTH in a separate contract subject to customary market conditions.

6. FOSS & third party software
6.1. The SOFTWARE may contain FOSS. The CUSTOMER will be provided with an up-to-date list of the FOSS contained and the corresponding applicable FOSS license terms upon request before entering into the contract, however at the latest, when the SOFTWARE is delivered. If the SOFTWARE contains a FOSS component, CUSTOMERs dealing with such FOSS component shall be primarily governed by the corresponding FOSS license, with which CUSTOMER obliges to comply.
6.2. BOSCH REXROTH reserves the right to, over the course of actualizations (including updates, upgrades, respectively patches or bugfixes) or a new version, introduce new or updated FOSS into the SOFTWARE. The corresponding FOSS license(s) will be provided at the latest with the delivery of the actualization. Furthermore, sec. 6.1. shall apply accordingly.
6.3. Beyond the fulfillment of its own license obligations stemming from included FOSS, BOSCH REXROTH does not render any support services that serve the fulfillment of the CUSTOMERs license obligations stemming from included FOSS.
6.4. If software products are also made available from third-party providers and these are not to be regarded as FOSS, BOSCH REXROTH reserves the right to transfer them subject to the corresponding exclusive terms and conditions of the third-party provider. These software products may solely be used in connection with the PRODUCT.

7. Rights of use
7.1. The CUSTOMER does not have the right to use the PRODUCTS for a purpose other than the contractual purpose agreed and/or other than for use in conformity with the contract.
7.2. The PRODUCTS may only be further processed insofar as this corresponds to the original purpose of use or if BOSCH REXROTH has given separate permission.
7.3. Furthermore, without the explicit consent of BOSCH REXROTH in writing, the PRODUCTS may not, in particular, be reproduced, sold, transferred as security, leased, pledged or otherwise passed on or used for third parties.
7.4. Designations of the SOFTWARE, in particular copyright notices, trademarks, serial numbers and the like may not be removed, changed or otherwise rendered illegible.
7.5. Further, the CUSTOMER is not entitled to transport GOODS to a location other than the agreed place of use. In case of doubt, the place of use is considered to be at the order address of the CUSTOMER.
7.6. Upon delivery of the SOFTWARE, the CUSTOMER shall be given the non-exclusive right, limited in time, to use the SOFTWARE in accordance with the respective license type and in compliance with the specifications of the DOCUMENTATION pursuant to these T&C. The use is only permitted in the agreed countries of destination. In the absence of an explicit agreement, this is the country in which the CUSTOMER has its administrative seat.
7.7. As an exception to sec. 7.3 duplications of the Software are only permitted insofar as this is necessary for the contractual use. The CUSTOMER may make back-up copies of the Software in accordance with the state of the art to the extent necessary. Back-up copies shall be marked as such and marked with the copyright notice of the original Software insofar as this is possible. The use of the back-up copy is only permitted if the copy of the Software originally provided by the BOSCH REXROTH has deteriorated or perished. The CUSTOMER is also subject to these T&C in respect of the use of the back-up copy.
7.8. The CUSTOMER is not entitled, subject to subsec. 6.1, to edit, change, reverse engineer, decompile or disassemble the program code of the SOFTWARE or parts thereof or to otherwise establish the source code or to create derivative works based on the SOFTWARE. The mandatory, obligatory provisions of secs. 69d, 69e German Copyright Act (UrhG) shall remain unaffected.
7.9. The CUSTOMER may only engage third parties to conduct the measures in compliance with sec. 7.7, 7.8 which are not competitors of BOSCH REXROTH, unless the CUSTOMER demonstrates that the risk of divulging important CONFIDENTIAL INFORMATION (especially function and design of the SOFTWARE APPLICATION) of BOSCH REXROTH is excluded.
7.10. If BOSCH REXROTH voluntary provides CUSTOMER with actualizations during the term of the contract, these shall also be subject to these T&C except insofar as they are the subject matter of a separate agreement.

8. Ownership
8.1. BOSCH REXROTH remains owner of the PRODUCTS during the term of the contract.
8.2. Unless it has the consent of BOSCH REXROTH in writing, the CUSTOMER may not make the GOODS into the principal component or an accessory of another thing. If the GOODS has to be connected to real property or fitted into a building or plant as a matter of principle in order to be operated, then this shall only be performed for a temporary purpose within the meaning of sec. 95 German Civil Code (BGB) with the intention of separating it upon termination of the contractual relationship.

9. Remuneration
9.1. The PRODUCT shall be provided to the CUSTOMER free of charge.
9.2. BOSCH REXROTH reserves the right to collect a security deposit prior to supply. After the due return of the PRODUCTS, the security deposit will be paid back to the CUSTOMER. BOSCH REXROTH has the right to offset claims under sec. 12 against the security deposit.

10. Duties of CUSTOMER to collaborate and provide information
10.1. CUSTOMER is responsible for its hardware and software environment being compliant with the system requirements of the SOFTWARE; in case of doubt CUSTOMER shall obtain advice from BOSCH REXROTH or an expert third party before entering into the contract.
10.2. It is partially possible to use the SOFTWARE to influence or control an electronic system. Therefore, taking account of the risk analysis, the SOFTWARE may be operated (and if necessary, to be installed) solely by qualified specialist personnel.
10.3. The CUSTOMER shall inform BOSCH REXROTH of possible errors in the SOFTWARE without undue delay. In this context, the CUSTOMER shall provide all the necessary information at the request of BOSCH REXROTH. The CUSTOMER shall permit BOSCH REXROTH to access the SOFTWARE in order to troubleshoot and rectify the errors; at the election of BOSCH REXROTH this shall be either on premise and/or by remote access.
10.4. The CUSTOMER shall secure the SOFTWARE against being accessed by unauthorized third parties by taking suitable measures, in particular storing all the back-up copies of the SOFTWARE and the DOCUMENTATION in a safe place.
10.5. The CUSTOMER shall take reasonable precautions in case the SOFTWARE fails to work properly either in whole or in part (e.g. by means of daily data back-up, malfunction diagnosis, regularly examining the data processing results). Unless the CUSTOMER explicitly indicates otherwise in advance, BOSCH REXROTH may assume that there has been a back-up of all data of the CUSTOMER which BOSCH REXROTH can come into contact with.

11. Term and termination
11.1. If no fixed contract term has been agreed, both parties have the right to terminate the use on loan at any time with immediate effect by returning/requesting return of the PRODUCTS.
11.2. If a fixed contract term has been agreed, sec. 605 German Civil Code (BGB) and the right to terminate the contract for a compelling reason [Kndigung aus wichtigem Grund] shall each be unaffected.

12. Liability of the CUSTOMER
12.1. The CUSTOMER shall bear the costs of maintaining the GOODS and, in derogation from sec. 602 German Civil Code (BGB), is responsible for changes to or deterioration of the GOODS that are/is caused by use in conformity with the contract.
12.2. Damage occurring to or the destruction of the loaned PRODUCTS during the contract term shall be borne by the CUSTOMER and the CUSTOMER will be charged for them in an invoice from BOSCH REXROTH. Sec. 254 German Civil Code (BGB) shall be reserved.
12.3. The limitation period for claims by BOSCH REXROTH under this sec. 12 is twelve (12) months.

13. Return
13.1. Upon expiration of the contract term, the CUSTOMER is obliged to dispatch the GOODS, including the assembly and operating instructions and packaging, without undue delay in a proper, particularly cleaned condition and in full back to the dispatch unit of the supplying facility of BOSCH REXROTH at the CUSTOMERs own expense.
13.2. CUSTOMER shall delete or destroy all the data media, copies of the SOFTWARE including the back-up copies and the DOCUMENTATION provided for use and confirm this to BOSCH REXROTH in writing upon request.
13.3. The CUSTOMER undertakes that with respect to the return of the PRODUCTS, it waives any right of retention whatsoever, for whatever legal grounds. If the CUSTOMER has not complied with its obligations to BOSCH REXROTH under sec. 13.1 and/or 13.2 upon termination of the contract, the CUSTOMER is obliged to pay a lump-sum claim for damages equal to the list price of the PRODUCT. The CUSTOMER reserves the right to demonstrate less damage.

14. Defects as to quality/defects of title
Except in the event of intent BOSCH REXROTH shall not provide any warranty for defects as to title or for defects as to quality.

15. Claims for DAMAGES
15.1. BOSCH REXROTH shall be liable for damages solely in accordance with the provisions of statute for injury to life and limb, for damage based on the Product Liability Act, due to mandatory data protection reasons and for damage caused by intent by BOSCH REXROTH.
15.2. The foregoing restrictions of liability shall also apply to the personal liability of the employees, representatives and/or organs of BOSCH REXROTH.

16. Confidentiality
16.1. All the CONFIDENTIAL INFORMATION originating from BOSCH REXROTH shall be kept secret from third parties and may be made available only to those persons in the CUSTOMERs own operations who have a need to know the respective information for performance of the purpose of the contract and who are similarly committed to confidentiality. The respective CONFIDENTIAL INFORMATION shall remain the exclusive property of BOSCH REXROTH. CONFIDENTIAL INFORMATION may not be duplicated or used commercially without the prior consent of BOSCH REXROTH in writing. Upon request of BOSCH REXROTH, all CONFIDENTIAL INFORMATION originating from BOSCH REXROTH (if applicable, inclusive of any copies or records made) and loaned items which contain CONFIDENTIAL INFORMATION shall be returned to BOSCH REXROTH or fully destroyed without undue delay.
16.2. The obligation to uphold secrecy pursuant to sec. 16.1 does not apply to CONFIDENTIAL INFORMATION which
i. were already in the lawful possession of the CUSTOMER before being handed over by BOSCH REXROTH;
ii. the CUSTOMER lawfully received from third parties without any secrecy obligations;
iii. are disclosed to third parties by BOSCH REXROTH without any conditions regarding secrecy;
iv. are developed by the CUSTOMER itself independently of the information received;
v. have to be disclosed by law; or
vi. are disclosed by the CUSTOMER with the prior written consent of BOSCH REXROTH.
16.3. BOSCH REXROTH reserves all rights to the CONFIDENTIAL INFORMATION named in sec. 16.1.

17. Reverse engineering
17.1. Without prior consent of BOSCH REXROTH, the CUSTOMER may not undertake any observation, examination, back engineering or testing (so-called reverse engineering) of a PRODUCT provided for use by BOSCH REXROTH.
17.2. Additionally to sec. 17.1., with respect to SOFTWARE, the CUSTOMER is not entitled, subject to sec. 6.1, to process, change, reverse engineer, decompile or disassemble the program code thereof of parts therefrom or to otherwise establish the source code or to produce works derived from the SOFTWARE. The obligatory, mandatory provisions of sections 69d, 69e German Copyright Act (UrhG) shall remain unaffected by this.

18. Access to and Use of DATA/Data Protection
18.1. ORIGINAL DATA will be made available in accordance with the provisions and restrictions of the DATA ACT.
18.2. BOSCH REXROTH will use, store, copy, modify, analyze, provide, view, download or otherwise exploit the DATA itself or by third parties for the purpose of providing the service.
18.3. BOSCH REXROTH may use the data in anonymised or pseudonymised form for machine learning and product improvements or product expansions.
18.4. BOSCH REXROTH assures that it will not use the ORIGINAL DATA to gain insights into the economic situation, assets, and production methods of the user, or into the users usage in any other way that could undermine the users commercial position in the markets in which it operates.
18.5. To the extent permitted by law (especially with regard to sub-sec. 18.4), BOSCH REXROTH is entitled to store all ORIGINAL DATA and SECONDARY DATA, except personal data, beyond the purpose of the contract for any purpose, to use, and/or exploit. These purposes include, but are not limited to, improvement or expansion, production, commercialization and distribution of BOSCH REXROTH products and services, as well as statistical, analytical, and internal purposes.
18.6. In addition to sub-sec. 18.4 and as far as legally permissible, BOSCH REXROTH is entitled to transfer all SECONDARY DATA and DIRECTLY ACCESSIBLE DATA, except personal data.
18.7. Personal READILY AVAILABLE DATA are transferable within the scope of legitimate interest in the meaning of GDPR.
18.8. The CUSTOMER shall ensure that he is entitled to grant the intended usage and exploitation rights in accordance with sub-secs. 18.1-18.7 as well as sub-sec. 18.9 and that he has not made any agreements that conflict with them. The CUSTOMER will obtain any necessary authorizations/consents. Insofar as no legal or other permission exists, the CUSTOMER is obliged in particular to obtain or have obtained the necessary consent of the end user in accordance with  25 German Telecommunications Digital Services Data Protection Act (TDDDG). The CUSTOMER indemnifies BOSCH REXROTH against all claims made by third parties (including government agencies) as a result of a violation of this sub-sec. 18.8 by the CUSTOMER against BOSCH REXROTH.
18.9. The rights of BOSCH REXROTH pursuant to this sec. 18 are irrevocable, free of charge and apply worldwide and equally to the benefit of AFFILIATED COMPANIES.
18.10. If personal data are processed by BOSCH REXROTH and/or an AFFILIATED COMPANY, the legal provisions on data protection are observed. In this case, the details of the data collected and their respective processing result from the data protection notice of BOSCH REXROTH (https://www.boschrexroth.com/en/dc/data-protection-notice/) or of the AFFILIATED COMPANY, which is referred to in an appropriate form.

19. Export control
19.1. In this sec. 18.1, the following terms shall have the meaning defined below
19.1.a) EMBARGOED ITEMS" are all Items listed in the Annexes to Regulation (EU) No. 833/2014, Regulation (EU) No. 765/2006 and/or Annex I to Regulation (EU) No. 2021/821, in each case, as amended from time to time. Excluded are those Items for which only the purchase, import or transfer into the European Union is prohibited.
19.1.b) "EXPORT CONTROL REGULATIONS means all worldwide export control, embargo and sanctions regulations applicable to the contract and its subject matter, in each case as amended from time to time.
19.1.c) "INTELLECTUAL PROPERTY RIGHTS are all intellectual property rights worldwide, including CONFIDENTIAL INFORMATION and know-how, e.g. patents, trademarks, design rights, utility models and copyrights (including rights to use copyrights). The term also includes applications for such rights and rights to such rights (e.g. rights arising from inventions). It also includes any material or information protected by means of INTELLECTUAL PROPERTY RIGHTS or constituting CONFIDENTIAL INFORMATION.
19.1.d) ITEMS" are all items, software and technology.
19.1.e) "LICENSED IP" means all INTELLECTUAL PROPERTY RIGHTS to which Licenses are granted under the contract.
19.1.f) "LICENSES" are all licenses and other rights to use INTELLECTUAL PROPERTY RIGHTS, including sublicenses and other derived rights of use, and including rights to access or reuse any material or information protected by means of Intellectual Property Rights or constituting CONFIDENTIAL INFORMATION. The CUSTOMER of the rights is also referred to as the "LICENSEE.
19.1.g) MILITARY ITEMS" are Items that are listed in the Common Military List of the European Union and/or Annex 1 (Export List  Ausfuhrliste) of the German Foreign Trade and Payments Ordinance (Auenwirtschaftsgesetz), in each case as amended from time to time.
19.2. Compliance with EXPORT CONTROL REGULATIONS; Liability
19.2.a) The Parties shall comply with all EXPORT CONTROL REGULATIONS applicable to the contract and its subject matter. They shall assist each other in the fulfillment of their respective obligations under EXPORT CONTROL REGULATIONS in connection with the contract.
19.2.b) Each Party is entitled to refuse to perform its obligations under this Contract insofar as the performance is prohibited or impaired by foreign trade law (including, without limitation, national and international [re-]export control and customs regulations, including embargos and other sanctions) which is  in accordance with this law  applicable to this Contract (hereinafter referred to as FOREIGN TRADE LAW). In such cases, either Party is entitled to terminate this Contract to the extent necessary. In case of continuous obligations BOSCH REXROTH is also entitled to terminate the contract without notice period, if such impediments only occur during the execution of the contract.
19.2.c) In case of delay in the performance of obligations under this Contract caused by licensing, authorization or similar requirements or caused by other FOREIGN TRADE LAW procedures (hereinafter referred to as FOREIGN TRADE AUTHORIZATION), the time of performance for such obligations is extended/moved accordingly and neither Party shall have any liability for non-compliance related to such delay. Should a FOREIGN TRADE AUTHORIZATION be denied or not granted within 12 months after filing the application, BOSCH REXROTH is entitled to terminate this contract to the extent the performance of the obligation requires this FOREIGN TRADE AUTHORIZATION.
19.2.d) Each Party shall notify the other party within a reasonable time period upon becoming aware of a FOREIGN TRADE LAW, which may prohibit or impair performance according to section 19.2 b) or delay in performance according to section 19.2 c).
19.2.e) Upon BOSCH REXROTHs request, the CUSTOMER shall provide all information and documentation necessary to comply with FOREIGN TRADE LAW or requested by authorities in relation to FOREIGN TRADE LAW. Such information and documents including, without limitation, information on the endcustomer/user, the destination and the intended enduse of the deliveries. BOSCH REXROTH may, in BOSCH REXROTHs sole discretion, refuse to perform its obligations under this contract or terminate the contract, if the CUSTOMER does not provide BOSCH REXROTH with such information or documents within a reasonable time.
19.2.f) In the event that the CUSTOMER provides to any third party (specifically including any affiliate of the CUSTOMER within the meaning of  15 AktG) any deliveries provided under this Contract, the CUSTOMER shall comply with applicable FOREIGN TRADE LAW. BOSCH REXROTH is entitled to refuse to perform our obligations under this contract and to terminate the contract for cause, if the CUSTOMER breaches this obligation.
19.2.g) Neither Party shall be liable to the other Party for any damages incurred by the other Party due to compliance with EXPORT CONTROL REGULATIONS, including damages due to delays in complying with PERMIT requirements and the refusal of necessary PERMITS. This shall not apply if and to the extent that such damages are based on intentional or negligent acts of the respective Party or its vicarious agents, namely the intentional or negligent failure to obtain a required PERMIT.
19.2.h) For delivery of goods across customs borders to BOSCH REXROTH, the CUSTOMER is obligated to provide us with all required documents and information such as commercial invoice and delivery note, for a complete and correct import customs declaration to the shipment. In the case of free of charge deliveries to us, the CUSTOMER is obligated to declare a value, which reflects a fair market price as well as the note For Customs Purpose Only in the pro forma invoice. The value has to contain all components of the good such as hardware and respectively.
19.2.i) When passing on, transmitting or otherwise transferring the goods delivered by BOSCH REXROTH (hardware and/or software and/or technology and the relevant documents, independently of the manner in which they are provided) or of work and services provided by us (including technical support of any kind) to third parties domestically and abroad, the CUSTOMER shall comply with the applicable regulations of the national and international customs and (re-)export control legislation and to obtain all necessary FOREIGN TRADE AUTHORIZATION in this regard.
19.2.j) The deliveries to be delivered must not be used for military purposes or in the service of nuclear technology.
19.3. Re-Exportation prohibition
Insofar as the customer purchases products from BOSCH REXROTH that fall under the scope of Article 12g of Regulation (EU) No. 833/2014 or Article 8g of Regulation (EC) No. 765/2006 as amended, the following shall apply:
19.3.a) The CUSTOMER shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus any goods or technology supplied under or in connection with this contract that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Regulation (EU) No. 765/2006, as amended from time to time.
19.3.b) The CUSTOMER shall undertake its best efforts to ensure that the purpose of Section 19.3 a) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
19.3.c) The CUSTOMER shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Sections 19.3.a).
19.3.d) If the CUSTOMER breaches Sections 19.3.a) to 19.3.c), at least negligently, this shall entitle us to immediately cease further deliveries to the CUSTOMER and to terminate this contract and any contracts concluded under this contract at any time, insofar as these have not yet been fully performed. In this case, a previous warning letter to be issued before the termination notice shall not be required. The statutory right of both parties to terminate this contract for cause shall not be affected by this.
19.3.e) The CUSTOMER shall immediately inform BOSCH REXROTH about any problems in applying Sections 19.3.a) to 19.3.c), including any relevant activities by third parties that could frustrate the purpose of Section 19.3.a). The CUSTOMER shall make available to BOSCH REXROTH information concerning compliance with the obligations under Sections 19.3.a) to 19.3.c) within two weeks of the simple request of such information.
19.4. Insofar as the CUSTOMER receives LICENSED IP from BOSCH REXROTH, the following shall apply:
19.4.a) The LICENSEE undertakes
i. not to use the LICENSED IP in connection with (i) the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or other nuclear explosive devices, (ii) the development, production, maintenance or storage of missiles for such weapons, or (iii) the development, production or maintenance of MILITARY ITEMS;
ii. not to use the LICENSED IP directly or indirectly (i) in Russia or in Belarus in connection with EMBARGOED ITEMS, including for their provision, manufacture, maintenance or use of EMBARGOED ITEMS for or in Russia or Belarus, and/or (ii) to grant LICENSES to the LICENSED IP to any natural or legal person, entity or body in Russia or Belarus;
iii. not to re-export the LICENSED IP, to the extent that an export is at all possible due to the nature of the LICENSED IP, to Russia or Belarus and not to re-export it to any other country for use in Russia or Belarus; and
iv. not to use the LICENSED IP in connection with EMBARGOED ITEMS, that are intended for sale, supply, transfer or export to Russia or Belarus, or for use in Russia or Belarus. This also applies if the EMBARGOED ITEMS are only indirectly intended for this purpose, e.g. in the case of a sale or delivery to Russia or Belarus via third parties.
19.4.b) Insofar as the LICENSEE is entitled to grant sub-LICENSES or to transfer the LICENSE, the LICENSEE shall impose contractual prohibitions corresponding to Section 19.4.a) and obligations corresponding to this Section 19.4.b) on its sublicensees and/or third parties to whom it transfers the LICENSE and shall enforce these in an appropriate and effective manner. The LICENSEE shall take such measures as are necessary to enable it to enforce these corresponding contractual prohibitions against third parties.
19.4.c) If the LICENSEE violates the above provisions of Section 19.4.a) and/or 19.4.b), BOSCH REROTH shall have the right to terminate the contract with immediate effect.
19.4.d) The LICENSEE shall inform BOSCH REXROTH immediately of any violations or issues that arise in the application of Section 19.4, including any actions by third parties that could jeopardize or frustrate the purpose of Section 19.4. The LICENSEE shall inform BOSCH REXROTH at any time without undue delay about its compliance with its obligations under Section 19.4 and shall provide information that verifies the plausibility of such compliance, but in any event no later than two weeks after being requested to do so.
19.4.e) The LICENSES granted under the contract are granted only to the extent and within the territorial scope permitted by EXPORT CONTROL REGULATIONS. If a change in EXPORT CONTROL REGULATIONS results in a LICENSE granted under these contract becoming impermissible, such LICENSE shall automatically become temporarily ineffective to the extent and as long as it is impermissible under the applicable EXPORT CONTROL REGULATION. In such case, the LICENSEE shall immediately cease using the affected INTELLECTUAL PROPERTY RIGHTS, including materials or information.
19.5. The provisions of this Section 18.1 shall take precedence over the other provisions of these T&C.

20. Miscellaneous provisions
20.1. If a provision should be or become ineffective, the effectiveness of the remainder of the provisions shall remain unaffected hereby. In this case, the ineffective provision shall be replaced by a permissible agreement approximating most closely the economic purpose of the original, ineffective provision. This shall apply accordingly to any gaps of the T&C.
20.2. The courts of Stuttgart, Germany, (for proceedings before the local court, this is the Amtsgericht (local court) in 70190 Stuttgart) shall have exclusive jurisdiction and venue insofar as this is legally permissible. BOSCH REXROTH reserves the right, however, to take legal action at a court with jurisdiction at the registered office or establishment of CUSTOMER.
20.3. Solely German law shall apply to all legal relations between BOSCH REXROTH and the CUSTOMER, excluding the conflict of laws provisions. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be explicitly excluded.
20.4. These T&C are available and binding in both, German and English language. In case of discrepancies the German version shall prevail.

21. Definitions
21.1. AFFILIATED COMPANY: Every legal entity which is controlled by BOSCH REXROTH, which controls BOSCH REXROTH or which is jointly-controlled together with BOSCH REXROTH. Control is deemed to exist where more than fifty percent (50 %) of the capital shares or voting rights is held or where the corporate management and policy are controlled either directly or indirectly on the basis of capital shares, by virtue of agreements or in any other way.
21.2. CONFIDENTIAL INFORMATION: Information in accordance with sec. 2 no. 1 of the German Trade Secrets Act (GeschGehG).
21.3. DATA: Collective term for all the data exchanged and processed under the provision of PRODUCTS free of charge.
21.4. DATA ACT: Regulation (EU) No 2854/2023.
21.5. DAMAGES: Damages and reimbursement of futile expenditure as defined in sec. 284 German Civil Code (BGB).
21.6. DIRECTLY ACCESSIBLE DATA: ORIGINAL DATA directly accessible by the PRODUCT within the meaning of the DATA ACT.
21.7. DOCUMENTATION: All the information required to be able to work with the software application in accordance with the intended use.
21.8. ENGINEERING SOFTWARE: SOFTWARE with which certain products can be selected, calculated, dimensioned and/or configured and/or a toolbox comprising Software components and development environment to generate additional information and/or to support the CUSTOMER when creating/changing SOFTWARE.
21.9. FOSS: Free and Open Source SOFTWARE and third-party software under a royalty-free license.
21.10. GOODS: Material items for delivery contained in the scope of delivery of BOSCH REXROTH.
21.11. ORIGINAL DATA: DATA falling within the scope of the DATA ACT, i.e., raw data, metadata and interpretable (if necessary for later transmission or analysis or made understandable pre-processed) DATA.
21.12. PRODUCT: GOODS and/or SOFTWARE.
21.13. PROPERTY RIGHT: Industrial property right or copyright of a third party or of the CUSTOMER.
21.14. READILY AVAILABLE DATA: DATA pursuant to Article 2 No. 17 DATA ACT, i.e. ORIGINAL DATA, for which the PRODUCT does not provide direct access that is easily accessible to BOSCH REXROTH.
21.15. SECONDARY DATA: DATA that does not fall within the scope of the DATA ACT, i.e. were made understandable.
21.16. SOFTWARE: Either stand-alone software contained in the scope of delivery from BOSCH REXROTH or software flashed onto GOODS or TARGET HARDWARE.
21.17. TARGET HARDWARE: GOODS or a customer device on which the SOFTWARE is installed. Unless otherwise agreed, the term TARGET HARDWARE refers to a single physical or virtual environment/instance.

 Bosch Rexroth AG