General Service Conditions
Status: May 19, 2026
§ 1 Scope, form
(1) The present General Service Conditions ("GSC") apply to the procurement of services by ARX Robotics GmbH (including companies affiliated within the meaning of Sec. 15 ff. German Stock Corporation Act (AktG), collectively "We"/"Us"/"ARX") from the supplier/service provider (the "Supplier"). The GSC apply irrespective of whether the Supplier performs the Services itself or through Personnel (as defined below) (together, the "Services").
(2) Our GSC also apply to similar future contracts with the same Supplier, without us having to refer to them separately.
(3) These GSC apply exclusively. General terms and conditions of the Supplier that deviate from, contradict or supplement these GSC shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This consent requirement applies in any case, for example even if the Supplier refers to its terms and conditions in the context of its offers or its order confirmation and we do not expressly object to this.
(4) Individual agreements (e.g. master service agreements, statements of work, project agreements, data processing agreements, security addenda) and information in our order shall take precedence over these GSC. Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.
(5) Legally relevant declarations and notifications of the Supplier in relation to the contract (e.g. setting a deadline, reminder, withdrawal, termination) must be made in writing. Written form within the meaning of these GSC includes written and textual form (e.g. letter, e-mail, fax).
§ 2 Conclusion of contract
(1) Our requests do not constitute offers to purchase in the legal sense. A contract with the Supplier shall only be concluded if we accept the Supplier's offer by means of a written order confirmation, or by issuing a written order, or by accepting performance. The Supplier shall confirm or reject our offer in writing within five (5) working days of receipt.
(2) The Supplier must inform us of obvious errors (e.g. clerical and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance. If the Supplier's offers deviate from our order, the Supplier must expressly point out deviations in its offer.
(3) A late acceptance by the Supplier, or one that deviates from our order, is considered a new offer and requires acceptance by us. Subject to different agreements, the Supplier is bound to its offer for at least one month.
§ 3 Performance time; delay
(1) The performance dates and milestones agreed in accordance with the order/statement of work are binding. If the performance time is not stated and is not otherwise agreed, it is two (2) weeks from the conclusion of the contract for commencement and four (4) weeks for completion, unless the nature of the Services requires a different period. The Supplier is obliged to inform us immediately in writing if – for whatever reason – it is unlikely that it will be able to meet agreed performance dates, milestones or service levels.
(2) Deviating performance dates must be agreed individually. If we agree to a different date, this shall not constitute a waiver of claims for delay in relation to the original date, unless expressly agreed otherwise in writing.
(3) If the Supplier does not provide the Services or does not provide them within the agreed performance time or if it is in default, our rights - in particular to rescission/withdrawal, termination and compensation – shall be determined in accordance with the statutory provisions. In the event of a right of withdrawal or termination to which we are entitled, we shall be entitled to limit the withdrawal or termination to partial performance.
(4) If the Supplier is in default, we may – in addition to further statutory claims – demand a contractual penalty amounting to 1% of the net remuneration per calendar week commenced, but not more than 5% of the net remuneration of the Services delayed. The contractual penalty will be credited against any claim for damages by us.
§ 4 Performance; Personnel; subcontracting; place of performance
(1) The Supplier shall provide the Services with due care, in accordance with the agreed specifications, the state of the art and all applicable legal and regulatory requirements.
(2) The Supplier is not entitled to have the Services owed by it performed by third parties (e.g. subcontractors, freelancers, temporary workers, affiliated companies) without our prior written consent. The Supplier remains fully responsible for the acts and omissions of any approved third parties as for its own acts and omissions.
(3) The Supplier bears the procurement and performance risk for its Services unless otherwise agreed in individual cases.
(4) If Services are performed on our premises or require access to our sites, systems or information, the Supplier shall comply with our reasonable site rules, safety and security requirements. The Supplier shall ensure that only Personnel who are required for performance are granted access and that access is promptly revoked when no longer required.
(5) Unless otherwise agreed, the place of performance is our registered office in Munich/Oberding or the location specified in the order/statement of work.
(6) The Supplier performs the Services as an independent contractor. Nothing in the contractual relationship shall be construed as creating an employment relationship, employee leasing (Arbeitnehmerueberlassung), partnership, joint venture or agency relationship between ARX and the Supplier or any Personnel. The Supplier shall remain solely responsible for (i) remuneration, taxes and social security contributions of its Personnel and (ii) compliance with all labor and social security laws applicable to the Personnel. Personnel shall not be entitled to give instructions on behalf of ARX and shall not represent themselves as authorized to bind ARX.
(7) The Supplier shall deploy only suitably qualified and reliable Personnel. If, for objective reasons (in particular security, compliance, performance or cooperation reasons), ARX reasonably requests the replacement of specific Personnel, the Supplier shall promptly replace such Personnel with Personnel of equivalent qualification at no additional cost.
§ 5 Changes
(1) Changes to the owed quality, scope, method or results of the Services require our prior written consent.
(2) We may demand changes and additions to the Services, insofar as this is reasonable for the Supplier. The effects, in particular with regard to additional and reduced costs and performance dates, must be regulated by mutual agreement. Such changes and additions require the text form.
§ 6 Prices; payment terms; invoices
(1) The agreed prices are binding.
(2) Unless otherwise agreed in the individual case, the price includes all Services and ancillary services of the Supplier as well as all ancillary costs (e.g. travel, expenses, equipment, tools, licenses, taxes, duties).
(3) Payment shall be made after completion of the Services (or permissible partial performance) and after receipt of the proper invoice. Payment shall be made with a 3% (3%) discount within 14 days or net within 30 days of performance and receipt of the proper invoice.
(4) In the case of a bank transfer, payment is made in good time if our transfer order is received by our bank before the expiry of the payment period; we are not responsible for delays by the banks involved in the payment transaction.
(5) The invoice must comply with the applicable legal provisions and show the value added tax separately. The Supplier shall submit the invoice to us in writing or electronically, in particular by naming the Services rendered, the relevant order identifier (date and number), the period of performance (if applicable), the agreed rates/units, the VAT identification number or tax number of the Supplier, and shall include reasonable supporting documentation sufficient to verify the Services and the invoiced amounts (in particular for time-and-materials Services, itemized time records). Invoices that are not verifiable are not due until corrected and resubmitted.
(6) We do not owe interest due. The statutory provisions apply to late payment.
(7) Payments made do not imply acceptance of the Services as being in conformity with the contract.
(8) We are legally entitled to set-off and retention rights as well as the objection of the non-fulfilled contract. In particular, we are entitled to withhold payments due as long as we still have claims against the Supplier from incomplete or defective Services.
(9) The Supplier has a right of set-off or retention only because of legally established, recognized or undisputed counterclaims.
§ 7 Confidentiality
(1) The parties undertake to treat confidentially all information, in particular technical and economic information of the other party or its affiliated companies (Sections 15 et seq. AktG), which becomes known to them through the business relationship (hereinafter referred to as "Confidential Information"). Confidential Information can also be information that does not meet the requirements of a business secret within the meaning of Section 2 subsection 1 of the German Trade Secrets Act (GeschGehG) in individual cases. The obligation of secrecy shall also apply after the termination of the business relations between the parties.
(2) Disclosure of Confidential Information to third parties may only take place with the respective written consent or on the basis of an effective administrative or judicial order. In the latter case, the party concerned by the injunction must first give the other party the opportunity to submit its observations on the injunction, unless prohibited by law.
(3) A confidentiality agreement (e.g. non-disclosure agreement), which may be separately agreed between the parties, shall prevail. Legal regulations on the protection of secrecy remain unaffected.
§ 8 Work Results; Intellectual Property; third-party materials
(1) All results, deliverables and work products (including without limitation concepts, specifications, documentation, reports, drawings, designs, software in source and object code, configurations, data, models, inventions and developments) generated, developed or provided by the Supplier and/or any of its employees, officers, directors, agents and any approved subcontractors (together, "Personnel") in connection with the Services (together, the "Work Results") shall vest exclusively in ARX to the extent legally transferable. The Supplier hereby assigns/transfers to ARX, and to the extent legally effective automatically upon creation, all transferable rights, title and interests in the Work Results, worldwide, exclusive, perpetual, transferable and sublicensable, free of any third-party rights, liens or encumbrances.
(2) To the extent any rights in the Work Results are not assignable or not transferable under applicable law (in particular German copyright law), the Supplier grants ARX exclusive, worldwide, perpetual, irrevocable, transferable and sublicensable rights of use in all known and unknown types of use (Sec. 31a German Copyright Act (UrhG)), including to modify, adapt, translate, combine and otherwise exploit the Work Results without restriction. To the extent permitted, such rights of use are granted without attribution.
(3) The Supplier shall ensure by written agreements that all Personnel grant/assign rights no less protective than this Clause. The Supplier shall promptly execute (and procure execution of) all documents and take all actions reasonably requested by ARX to evidence, perfect or enforce ARX's rights (including invention disclosures and filings). The Supplier waives, to the maximum extent permitted, and otherwise undertakes not to assert, any moral rights against ARX's use of the Work Results.
(4) The Supplier shall not incorporate any third-party materials (including open source software) into the Work Results without ARX's prior written consent. The Supplier shall not incorporate any third-party materials that impose copyleft, source-code disclosure or other restrictions on ARX's use, modification or distribution of the Work Results and/or ARX products/services. Upon request, the Supplier shall provide a complete component and license list.
(5) Pre-existing intellectual property rights of the Supplier ("Background IP") remain with the Supplier. Any Background IP may be incorporated in, or made necessary for, the Work Results only with ARX's prior written approval and, if approved, is licensed to ARX on a worldwide, perpetual, irrevocable, transferable and sublicensable basis as required to use, maintain, modify, support and exploit the Work Results and ARX products/services.
(6) Upon ARX's written request, and in any event upon (i) a material breach of this Clause not cured within fifteen (15) days after notice, (ii) failure to deliver or materially support as agreed, or (iii) insolvency/cessation of business, the Supplier shall promptly deliver to ARX (or an escrow agent designated by ARX) the then-current source code and build/deployment materials reasonably required to build, deploy, maintain and further develop the Work Results (and any approved Background IP components necessary therefor). ARX may use, modify and create derivative works thereof on a perpetual basis for operation, maintenance, support and further development.
§ 9 Rights in documents; return; retention
(1) We reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, process descriptions, product descriptions and other documents and materials provided by us. Such documents and materials are to be used exclusively for the contractual performance and returned to us after completion of the contract, without undue delay, including all copies.
(2) The above provision shall apply mutatis mutandis to tools, templates, samples, equipment, access badges, data carriers and other objects that we provide to the Supplier for performance.
(3) The Supplier shall not retain any Confidential Information or our materials beyond what is required by mandatory law; in such case, the Supplier shall continue to protect them in accordance with this contract.
§ 10 Quality; acceptance where applicable
(1) The Supplier must comply with the agreed specifications and the current state of the art and the applicable safety regulations when providing the Services and creating Work Results. Services and Work Results shall be free of defects in quality and title and suitable for the contractually intended use.
(2) Where statutory acceptance (Abnahme) is applicable (in particular for work results governed by the law on contracts for work), acceptance shall take place upon our written declaration. Partial acceptances require our prior written consent. Any use of Services/Work Results shall not constitute acceptance.
(3) The Supplier undertakes to inform us without delay, and at the latest within 24 hours, as soon as the Supplier detects problems in performance which could materially affect quality, security, compliance, or lead to performance delays.
(4) Any statutory or contractual concept of deemed acceptance ("Abnahmefiktion") shall be excluded to the maximum extent permitted by law. In particular, mere use, commissioning, testing, operation, payment or partial use shall not constitute acceptance.
§ 11 Defective Services; warranty
(1) Our rights in the event of defects in the Services/Work Results (including non-conforming, incomplete or delayed performance) and in the event of other breaches of duty by the Supplier shall be governed by the statutory provisions in accordance with this Clause 11.
(2) The Supplier shall be liable in particular for the Services and Work Results having the agreed quality when provided/handed over and, where applicable, at acceptance.
(3) If the Supplier does not fulfill its obligation to remedy the defect within a reasonable period set by us, we can remedy the defect ourselves and demand from the Supplier reimbursement of the expenses required for this or a corresponding advance. If subsequent performance has failed or is unreasonable for us (e.g. due to special urgency, endangering operational safety or imminent occurrence of disproportionate damage), there is no need to set a deadline; we will inform the Supplier immediately, if possible in advance, of such circumstances.
(4) Otherwise, in the event of a defect, we shall be entitled to reduce the remuneration or to withdraw from the contract or terminate for cause in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses according to the legal regulations.
(5) To the extent applicable, our duty to inspect and to notify defects is limited to defects that are obvious in the ordinary course of business upon provision/hand-over of the Services and/or Work Results. We are not obliged to perform comprehensive functional, integration, security or compliance testing unless expressly agreed. We will notify the Supplier of defects within a reasonable period after discovery. Any notice shall in any case be deemed timely if made within seven (7) working days after discovery or, in the case of obvious defects, after provision/hand-over. The Supplier waives the objection of delayed notice of defects to the extent permitted by law.
§ 12 Liability; indemnification; insurance
The Supplier shall be liable in accordance with the statutory provisions in accordance with the following provisions:
(1) If the Supplier is responsible for damage caused by the Services/Work Results (including damage arising from defects, infringement of third-party rights, data protection violations, or information security incidents within the Supplier's sphere of control), it shall indemnify us against third-party claims insofar as the cause is in its area of control and organization and it is liable in external relations.
(2) Within the scope of its indemnification obligation, the Supplier shall reimburse expenses arising from or in connection with a claim by third parties (including court and legal costs). Further statutory claims remain unaffected.
(3) The Supplier shall, at its own expense, maintain throughout the term of the contractual relationship insurance coverage customary in the industry and appropriate to the nature and risk of the Services, including (i) commercial general liability and (ii) professional indemnity/errors and omissions insurance where applicable. If the Services include software development, IT administration, hosting, processing of ARX data or access to ARX systems, the Supplier shall additionally maintain appropriate cyber/IT liability insurance (including coverage for data protection and information security incidents). Such insurance shall be maintained on terms not less protective than the Supplier's contractual liability and indemnification obligations under this contract and shall not be materially reduced, cancelled or allowed to lapse without prior written notice to ARX. Upon request, the Supplier shall provide evidence of coverage.
§ 13 Limitation period
(1) The mutual claims of the parties to the contract shall become statute-barred in accordance with the statutory provisions, unless otherwise specified below.
(2) Upon receipt of a notification of defect from us to the Supplier, the limitation period in respect of this defect is suspended until the conclusion of supplementary performance or the rejection of the defect by the Supplier.
(3) For newly delivered or repaired parts of Work Results (where applicable), the limitation period begins with the termination of the repair/re-delivery or, if acceptance is agreed, with acceptance.
§ 14 Force majeure
(1) War, civil war, epidemics or pandemics as well as export restrictions or trade restrictions due to a change in political circumstances, which make the performance of the contract impossible or economically unreasonable for one of the parties, shall be considered force majeure and exempt the party from the affected contractual obligations for the duration of its existence. The parties to the contract undertake to adapt their obligations to the changed contractual relationships in good faith to the extent possible and economically feasible. Insofar as the force majeure is of a not insignificant duration, i.e. lasts at least three (3) months, we are entitled to withdraw from the contract or to terminate it.
(2) Force majeure also exists in the event of strikes, lockouts, operational disruptions, operational restrictions and similar events, which make the performance of the contract impossible or economically unreasonable for us.
§ 15 Export control and sanctions
(1) Each party undertakes to act in accordance with all applicable export control laws and regulations and acknowledges that any derogation/infringement in respect of such export regulations is prohibited. The Supplier shall ensure that its Personnel and any approved subcontractors comply with applicable export control and sanctions regulations in the performance of the Services.
(2) The Supplier shall obtain all necessary authorizations for the performance of the Services at its own expense, unless otherwise agreed.
(3) Each party undertakes to make available to the other party any declarations or certificates necessary to obtain and comply with the necessary authorizations. In addition, the Supplier provides us with all information on export control relevant to the Services, in particular classifications and any existing authorizations, to the extent applicable.
(4) In case of refusal, revocation or non-granting of an authorization required for performance, we have the right to withdraw from the contract or to terminate the affected Services. If we make use of this right, the contract will be rescinded/terminated in accordance with the statutory provisions. The confidentiality obligations remain unaffected.
(5) Each party warrants to the other party at the time of signing the contract that it is not a sanctioned person. If, at any time after signature, a party becomes sanctioned or the performance of a party's contractual obligations constitutes a violation of applicable export control or sanctions provisions (a "sanctioning event"), the affected party shall promptly notify the other party and the parties shall consult each other to limit the effects of such a sanctioning event to the extent permitted by applicable law. These consultations shall not prevent the parties from suspending their contractual obligations without liability to the extent required to comply with applicable law.
§ 16 Compliance
(1) The Supplier shall comply at its own expense with all applicable national, European and international laws and regulations in connection with the Services and the performance of the contractual relationship, in particular with regard to health and safety at work, environmental protection, anti-corruption and anti-money laundering, anti-terrorism, human rights and supply chain due diligence, competition law, and export control and sanctions, in each case in the version applicable at the time of performance.
(2) The Supplier shall ensure compliance with the obligations under this Clause 16 by its Personnel and any approved subcontractors. The Supplier remains fully responsible for their acts and omissions as for its own acts and omissions.
(3) The Supplier shall promptly notify ARX in text form if (i) it becomes aware of any material violation of the obligations under this Clause 16 in connection with the Services or (ii) any authority initiates material investigations or proceedings against the Supplier that could reasonably be expected to adversely affect the performance of the Services or ARX's compliance position.
(4) If the Supplier materially breaches this Clause 16 and fails to cure such breach within a reasonable period after written notice (unless cure is impossible or unreasonable), ARX is entitled to terminate the affected order/statement of work and/or the contractual relationship for cause. Further statutory rights remain unaffected.
§ 17 Data protection; information security
(1) The Supplier shall ensure compliance with Regulation (EU) 2016/679 (General Data Protection Regulation) and other applicable legal requirements for the processing of personal data. If the Supplier processes personal data on our behalf, the parties shall conclude a data processing agreement (Art. 28 GDPR) prior to such processing.
(2) The Supplier shall implement and maintain an information security program with appropriate technical and organizational measures to protect (i) the Services, (ii) ARX systems accessed by the Supplier, and (iii) ARX data (including Confidential Information) against unauthorized access, disclosure, alteration, loss and disruption. Such measures shall be commensurate with the sensitivity of the Services and ARX data and shall include, at a minimum, as applicable: access control/least privilege, multi-factor authentication for remote access, encryption in transit and at rest where appropriate, secure configuration/patching, malware protection, logging/monitoring, secure development practices for software, and regular security awareness training for Personnel.
(3) If the Supplier becomes aware of or suspects unauthorized access, unauthorized use of data and/or IT systems of the Supplier that affects or may affect ARX data or the Services, the Supplier must notify us without undue delay in text form (including a comprehensive description of the incident or suspicion, the likely impact and the measures taken). In such a case, the Supplier shall take all appropriate measures that a diligent Supplier would take to protect its systems and ARX data and to mitigate and remediate the incident, and shall reasonably cooperate with ARX.
(4) The Supplier shall ensure that any approved subcontractors and any third-party tools/services used to provide the Services are selected and used in a manner consistent with this Clause 17.
(5) Upon ARX's request and in any event upon termination of the contractual relationship, the Supplier shall securely delete ARX data and Confidential Information from its systems and the systems of any approved subcontractors, unless retention is required by mandatory law. Upon request, the Supplier shall confirm such deletion in text form.
§ 18 Term; termination
(1) The contract term results from the order/statement of work.
(2) We may terminate the contract and/or any order/statement of work for convenience in text form with thirty (30) days' notice.
(3) The right of both parties to terminate for cause without notice remains unaffected. Cause exists in particular if the Supplier materially breaches contractual obligations and fails to cure such breach within a reasonable period after written notice, unless cure is impossible or unreasonable.
(4) Upon termination, the Supplier shall (i) immediately cease the affected Services, (ii) hand over to ARX all Work Results created up to the effective date of termination, and (iii) return or delete (as instructed by ARX) ARX materials and Confidential Information, subject to mandatory retention obligations. Remuneration is owed only for Services properly performed up to the effective date of termination; advance payments shall be refunded to the extent Services were not performed. The Supplier's obligations under Clause 17 (information security) remain applicable to any retained data.
(5) For a reasonable period after termination, the Supplier shall provide reasonable transition assistance at the agreed rates or, absent agreement, at reasonable market rates, to ensure orderly handover, provided that such assistance is requested by ARX in text form.
§ 19 Conflict of interest; independence
(1) The Supplier shall perform the Services in a manner that avoids conflicts of interest. The Supplier shall promptly disclose to ARX in text form any actual or potential conflict of interest relating to the Services, including conflicts arising from work for competitors, customers, suppliers or public entities, to the extent such work could reasonably be expected to impair the Supplier's impartial performance for ARX or create security/compliance risks.
(2) The Supplier warrants that it is independent in its performance and is not subject to any instructions of third parties that would restrict or compromise the proper performance of the Services for ARX.
(3) If a conflict of interest arises, ARX may require reasonable mitigation measures. If mitigation is not feasible or not implemented without undue delay, ARX may terminate the affected Services for cause.
§ 20 Choice of law and jurisdiction; severability; amendments
(1) The law of the Federal Republic of Germany shall apply to these GSC and the contractual relationship between us and the Supplier, excluding uniform international law, in particular the UN Sales Law.
(2) If the Supplier is a merchant within the meaning of the Commercial Code, a legal person under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Munich. The same applies if the Supplier is an entrepreneur within the meaning of Sec. 14 German Civil Code (BGB).
(3) In all cases, however, we are also entitled to bring legal action at the place of performance of the Services according to these GSC or a priority individual agreement or at the general place of jurisdiction of the Supplier. Priority statutory provisions, in particular on exclusive competences, remain unaffected.
(4) Should individual provisions of these GSC and the other agreements concluded be or become ineffective in whole or in part, the effectiveness of the remaining provisions shall not be affected. In this case, the parties already agree to replace the ineffective provision with an effective provision that comes as close as possible to its economic purpose. The same applies to any loopholes in the agreements.
(5) All amendments and additions to these GSC or an individual order/statement of work shall be agreed in writing in the legal form.
