Terms & Conditions

General terms and conditions

of Roboterly GmbH for the sale of hardware in the B2B area (as ofAugust 2022)

1. Scope of application of these General Terms andConditions

  1. 1.1.  These General Terms and Conditions (hereinafterreferred to as "GTC") of Roboterly GmbH, In der Trift 1,57462 Olpe, Germany (hereinafter referred to as"Roboterly") together with the service descriptions andprice lists valid at the time of conclusion of the contractshall apply - unless otherwise agreed - to customers(hereinafter referred to as "Customer(s)") for contractsfor hardware and service packages, if Customers arenatural persons, legal entities or partnerships havinglegal capacity acting in pursuit of their commercial orindependent professional interest upon conclusion ofthe legal transaction.
  2. 1.2.  Within its scope of application, the GTC, servicedescriptions and price lists of Roboterly, including anydocuments referred to therein, shall apply exclusively.
  3. 1.3.  Unless otherwise expressly agreed in an individualcontract, the Customer's general terms and conditionsshall not apply. This shall also apply if their validity is notseparately objected to by Roboterly.

2. Subject matter of the contract, reference to third-party software

  1. 2.1.  The subject matter of the contract results from theseGTC, from the provisions made in the servicedescriptions and price lists of Roboterly and in the orderform - if used.
  2. 2.2.  If Customer wishes to operate specific software on thecontractual hardware, it must acquire such software orthe related rights of use separately; if such acquisitionconcerns HT standard applications from Humanizing,the General Terms and Conditions of Business ofHumanizing Technologies GmbH for standardapplications in the B2B area shall apply in addition.
  3. 2.3.  (Pre-installed) software or digital contents of themanufacturer of the contractual hardware or of a thirdparty (hereinafter referred to as "Third Party Software")are not subject matter of the purchase contract.
  4. 2.4.  If expressly stipulated in the order form, the servicedescriptions or price lists, Roboterly shall perform theinitial installation and configuration of the third-partysoftware (in particular the operating software) requiredfor the use of the hardware. With regard to the thirdparty software, only the license or terms of use of therespective manufacturer or third party (hereinafterreferred to as "Licensor") shall apply.
  5. 2.5.  A transfer of rights of use or the assumption of otherobligations (re-installation, care and maintenance orsimilar) by Roboterly does not take place, unless this isagreed otherwise. The Licensor shall be solelyresponsible for any errors and other defects inconnection with the Third Party Software.

  1. 2.6.  The license terms and conditions of use for the thirdparty software to be installed shall be provided to thecustomer in advance of the conclusion of the contract.By ordering the contractual hardware or by concludingthe contract with Roboterly for the purchase of thehardware, the customer accepts these license terms orterms of use of the licensors and instructs Roboterly toaccept the license terms or terms of use vis-à-vis thelicensor(s) on his behalf.
  2. 2.7.  Separate from the purchase contract for the hardware,Roboterly offers service packages for different robotmodels. Included in the service package are a variety ofservices concerning support, installation and repairs.The details depend on the selected robot model andpackage and are listed in the respective servicepackage description. Unless otherwise specifiedtherein, contracts for service packages are concludedfor a period of one year and are extended by the sameperiod in each case, unless they are terminated. Thenotice period is 3 months to the end of the respectivecontract.

3. Prices and terms of payment

  1. 3.1.  Unless otherwise stated, all prices are net prices ineuros. In addition to these net prices, the customer shallowe the applicable sales tax. In addition, the customershall bear the shipping costs in accordance with theservice descriptions or the price lists.
  2. 3.2.  In case of orders from customers with residence orbusiness domicile abroad or in case of justifiedindications for a risk of non-payment, Roboterlyreserves the right to deliver only after receipt of thepurchase price plus shipping costs (advance paymentreservation). If the reservation of prepayment is used,Roboterly will inform the customer immediately.
  3. 3.3.  Unless otherwise agreed, the purchase price is due 14days after delivery and payable without deduction to theaccount of Roboterly. With the expiration of this periodthe customer is in default without the need of a separatereminder. In this case Roboterly can charge reminderfees.
  4. 3.4.  The Customer is not entitled to set-off or to assert a rightof retention against the claims of Roboterly, unless itscounterclaims are legally established, undisputed or arein a mutual relationship with the set-off claim ofRoboterly (namely, if the counterclaim arises from thesame contractual relationship, including such claims towhich the Customer is entitled due to notices ofdefects).

4. Conclusion of contract, reservation of self-delivery

4.1. The presentation of hardware, e.g. on the website ofRoboterly, in sales brochures, advertisements, etc. or inthe context of the test provision of individual hardwareor parts of hardware is non-binding for advertising

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purposes and is merely an invitation to the customer tosubmit an offer.

  1. 4.2.  Insofar as Roboterly offers the Customer the possibilityto place an order via an online store of Roboterly, theCustomer makes a binding offer to conclude a purchasecontract for the goods placed by him in the "shoppingcart" when he clicks on the button "Buy now". TheCustomer shall then first receive a non-bindingconfirmation of receipt of his order ("confirmation ofreceipt").
  2. 4.3.  The acceptance of an offer made by the Customer shallbe at the sole discretion of Roboterly. In order to allowRoboterly to examine whether to accept the Customer'soffer, the Customer shall be bound by its offer for ten(10) days.
  3. 4.4.  A binding declaration of acceptance by Roboterly afterexamination of the order can be made in particular byan order confirmation, shipping confirmation orshipment of the order.
  4. 4.5.  The contract is subject to self-delivery. In case ofcomplete or partial unavailability of the goods, Roboterlyis entitled to withdraw from the purchase contract, ifRoboterly is not at fault with regard to this unavailability.Roboterly is obliged to inform the Customer immediatelyabout the unavailability and in case of a withdrawalbased on the unavailability to immediately return anypayment already received by the Customer.

5. Delivery and retention of title

  1. 5.1.  Roboterly owes the shipment of the contractualhardware. The shipment can be made from thewarehouse or headquarters of Roboterly to the addressspecified by the customer (Schickschuld). The shipment"ex warehouse of Roboterly" is also a direct shipmentfrom the factory or warehouse of the manufacturer or anintermediary to the customer.
  2. 5.2.  The risk of deterioration and accidental loss of theHardware shall pass to the Customer in accordancewith § 447 of the German Civil Code (BGB) uponhandover of the Hardware to the forwarding agent,carrier or other person or institution designated to carryout the shipment. This shall apply to all places of A.5.1named places of dispatch. A.3.1 Sentence 3 remainsunaffected. The Customer shall be at liberty to pick upthe hardware directly at the place named by Roboterlyor to provide for sufficient insurance of the transport ofthe goods.
  3. 5.3.  Roboterly is entitled to deliver the hardware ordered bythe Customer in several partial deliveries. Anyadditional costs arising from the partial deliveriesincluding the costs of a sufficient transport insurance forthe deliveries following the first partial delivery shall beborne by Roboterly. The claim of the customer to thecomplete performance remains unaffected.
  4. 5.4.  The delivered hardware (in this sec. 5 5 the deliveredhardware (also referred to as "Reserved Goods" in thisclause) shall remain the property of Roboterly until all

claims against the Customer to which Roboterly isentitled at the time of conclusion of the contract or whichwill arise after conclusion of the contract have beenfulfilled, as long as the Customer has not yet becomethe owner, including all balance claims from the currentaccount.

5.5. If the customer is in breach of contract - especially if indefault with the payment of a claim for payment -Roboterly has the right to withdraw from the contractafter setting and expiration of an appropriate deadlinefor performance. If Roboterly takes back the reservedgoods, this is considered as withdrawal from thecontract. The customer shall bear the transport costsincurred for taking back the goods. It is also awithdrawal from the contract, if Roboterly seizes thereserved goods. Reserved goods taken back byRoboterly may be utilized. The proceeds of the saleshall be set off against the amounts owed by theCustomer after deduction of a reasonable amount forthe costs of the sale.

5.6. The customer must treat the reserved goods with care.He must insure them at his own expenseagainst fire, water and theft at their replacement value.If maintenance and inspection work becomesnecessary, the customer must carry it out in good timeat its own expense.

5.7. In case of seizure of the reserved goods by third partiesor in case of other interventions by third parties, thecustomer must point out the ownership of Roboterly andinform Roboterly immediately in writing, so that anenforcement of the property rights can take place. If thethird party is not able to reimburse the judicial orextrajudicial costs incurred by Roboterly in this context,the customer shall be liable for them.

5.8. If the Customer so requests, Roboterly shall be obligedto release the securities to which Roboterly is entitled tothe extent that their realizable value exceeds the valueof the outstanding claims against the Customer by morethan 10%. However, Roboterly may select the securitiesto be released.

6. Warranty

6.1. Roboterly is liable for defects of delivered hardwareaccording to the valid legal regulations, in particularaccording to §§ 434 ff. BGB (German Civil Code),unless otherwise stipulated below.

6.2. The limitation period according to § 438 para. 1 no. 3BGB is shortened to one year. This reduction shall notapply in the event of intent or gross negligence on thepart of Roboterly, fraudulent concealment of the defector personal injury.

6.3. Any seller warranties granted by Roboterly for certainhardware or manufacturer warranties granted by themanufacturers of certain hardware shall be in additionto the claims for defects within the meaning of 6.1.Details of the scope of such warranties can be found inthe respective warranty conditions.

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  1. 6.4.  In case of a defect, Roboterly shall have the right tochoose the respective type of supplementaryperformance (repair or replacement). In doing so,Roboterly shall be entitled, at its option, (a) to repair theHardware with new parts or parts that correspond tonew parts in terms of performance and functionality, or(b) to replace the Hardware with a model consisting ofnew and/or previously used parts that are as good asnew in terms of performance and functionality.
  2. 6.5.  Within the scope of rectification or subsequent delivery,Roboterly shall be entitled to update the third-partysoftware installed on the subject matter of the contractto the latest version provided by the respective licensor,provided that this is reasonable for the Customer anddoes not involve additional costs. 2.4 to 2.6 shall applymutatis mutandis to the installation of the update withinthe scope of subsequent performance.
  3. 6.6.  The customer is responsible for regular data backups inhis own interest. In the event of a warranty claim, it maybe necessary to exchange or temporarily delete(reformat) the data storage of the subject matter of thecontract, which may lead to a loss of data. Therefore, incase of warranty, the Customer is obliged to perform adata backup prior to the execution of the rectification orsubsequent delivery by Roboterly.

7. Safety obligation, liability

  1. 7.1.  As far as the subject matter of the contract - inconnection with HT standard applications ofHumanizing as well as third party software installed bythe Customer or within the scope of the initial installationby Roboterly - is able to make automated decisionsand/or to act without further intervention, the Customershall ensure that there is always supervision by ahuman being. The Customer shall have the duty of carein this respect. In particular with regard to the specificdangers and risks emanating from automated softwaresuch as from an automated robot (e.g. the possibility ofcausing damage to property or personal injury due toimpact damage or similar), the customer shall takeappropriate measures to protect against damage toproperty or personal injury.), appropriate measuresmust be taken to protect against damage to propertyand personal injury.
  2. 7.2.  If Roboterly culpably violates an essential contractualobligation, the fulfillment of which is a prerequisite forthe proper execution of the contract and on thecompliance with which the customer may regularly rely,Roboterly shall be liable for the resulting damage.
  3. 7.3.  In case of slight negligence the liability of Roboterly islimited to the compensation of the contract-typical andforeseeable damage. This shall apply in particular if theintended use of the subject matter of the contract resultsin data loss at the Customer's; in this case, liability shallbe limited to the damage that would have occurred evenif data had been properly backed up.
  4. 7.4.  In any case, Roboterly shall be liable for the damageincurred, insofar as this is based on a breach of duty for

which Roboterly is liable in accordance with theprovisions of the Product Liability Act or on the basis ofa contractual agreement irrespective of fault (namely inparticular the assumption of a guarantee for the qualityof the purchased item).

  1. 7.5.  In case of breach of other obligations, any liability ofRoboterly is excluded.
  2. 7.6.  The limitations or exclusions of liability in this sec. 7shall not apply to damages resulting from injury to life,body or health, which are based on an intentional ornegligent breach of duty by Roboterly, its legalrepresentatives or its vicarious agents and for otherdamages, which are based on an intentional or grosslynegligent breach of duty by the aforementioned groupof persons, including the fraudulent concealment of adefect.
  3. 7.7.  As far as a liability of Roboterly is excluded, this alsoapplies to claims against its organs, employees orvicarious agents.

8. Miscellaneous, applicable law, place of jurisdictionand severability clause

  1. 8.1.  The contracting parties are aware that the subjectmatter of the contract may be subject to export andimport restrictions. In particular in the form of licensingrequirements or restrictions on use abroad. TheCustomer shall comply with the applicable export andimport control regulations of the Federal Republic ofGermany, the European Union and the United States ofAmerica, as well as all other relevant regulations. Thefulfillment of the contract by Roboterly is subject to theproviso that no obstacles due to national andinternational regulations of export and import law as wellas no other legal regulations prevent the fulfillment.
  2. 8.2.  The law of the Federal Republic of Germany shall applyto the exclusion of the UN Convention on Contracts forthe International Sale of Goods ("CISG").
  3. 8.3.  If the Customer is a merchant, a legal entity under publiclaw or a special fund under public law, the place ofjurisdiction for all disputes arising from contractualrelationships between the Customer and Roboterly shallbe Cologne. However, Roboterly is entitled to sue atany other legal place of jurisdiction.
  4. 8.4.  The possible invalidity, ineffectiveness, contestability orunenforceability of individual provisions of the contractshall not affect the effectiveness or enforceability of therest of the contract. Such provisions shall rather bereplaced by provisions which best correspond to thesense and purpose of the contract as well as the will ofthe parties. If the intention of the parties in this respectcannot be ascertained, the statutory provisions shallapply - insofar as they exist. This rule of interpretationshall also apply to ambiguous or contradictoryprovisions and any loopholes in the contract.

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