Terms & Conditions
General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry ("Grüne Lieferbedingungen" – GL)
Article I: General Provisions
• Legal relations between Supplier and Purchaser in connection with supplies and/or services of the Supplier (hereinafter referred to as "Supplies") shall be solely governed by the present GL. The Purchaser's general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
The Supplier herewith reserves any industrial property rights and/or copyrights pertaining to its cost estimates, drawings and other documents (hereinafter referred to as "Documents"). The Documents shall not be made accessible to third parties without the Supplier's prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser's Documents; these may, however, be made accessible to those third parties to whom the Supplier has rightfully subcontracted Supplies.
• You can conclude the sales contract in English, French and German.
• We will store the wording of the contract and send you the information about your order by e-mail. You can consult the terms and conditions at any time at https://autosen.com/terms. You can view your previous orders in your customer account.
• The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up copy of standard software.
• Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.
• The term „claim for damages" used in the present GL also includes claims for indemnification for useless expenditure.
Article II: Prices, Terms of Payment, and Set-Off
• Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.
• If the Supplier is also responsible for assembly or erection and unless otherwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e. g. for traveling and transport as well as allowances.
• Payments shall be made free Supplier's paying office.
• The Purchaser may set off only those claims which are undisputed or non- appealable.
Article III: Retention of Title
• The items pertaining to the Supplies ("Retained Goods") shall remain the Supplier's property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of the Supplier's security interests exceeds the value of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interest if so requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to release.
• For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only for resellers in the ordinary * The original German text shall be the governing version.
course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. Should Purchaser resell Retained Goods, it assigns to the Supplier, already today, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by Supplier.
4. (a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier. Purchaser shall store the new item thus created for Supplier, exercising the due care of a diligent business person. The new items are considered as Retained Goods.
(b) Already today, Supplier and Purchaser agree that if Retained Goods are combined or amalgamated with other items that are not the property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are considered as Retained Goods.
(c) The provisions on the assignment of claims according to No. 3 above shall also apply to the new item. The assignment, however, shall only apply to the amount corresponding to the value invoiced by Supplier for the Retained Goods that have been processed, combined or amalgamated.
(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateral rights for the pro- rata amount of the value the combined Retained Goods have on the other combined items at the time of the combination.
5. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser's permission to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings, protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition, Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customer of the assignment.
6. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If a reasonable interest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary to assert the claims it has against its customers.
7. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.
Article IV: Time for Supplies; Delay
• Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits and approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply if the Supplier is responsible for the delay.
• If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout);
(b) virus attacks or other attacks on the Supplier’s IT systems occurring despite protective measures were in place that complied with the principles of proper care;
(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to other circumstances for which Supplier is not responsible; or
(d) the fact that Supplier does not receive its own supplies in due time or in due form
such times shall be extended accordingly.
• If the Supplier is responsible for the delay (hereinafter referred to as "Delay") and the Purchaser has demonstrably suffered a loss therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the intended use.
• Purchaser's claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the limits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
• At the Supplier's request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.
• If dispatch or delivery, due to Purchaser's request, is delayed by more than one month after notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.
Article V: Passing of Risk
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:
(a) if the delivery does not include assembly or erection, at the time when it is shipped or picked up by the carrier. Upon the Purchaser's request, the Supplier shall insure the delivery against the usual risks of transport at the Purchaser's expense;
(b) if the delivery includes assembly or erection, at the day of taking over in the Purchaser's own works or, if so agreed, after a successful trial run.
2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or erection, the taking over in the Purchaser's own works, or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.
Article VI: Assembly and Erection
Unless otherwise agreed in written form, assembly and erection shall be subject to the following provisions:
1. Purchaser shall provide at its own expense and in due time: (a) all earth and construction work and other ancillary work outside the Supplier's scope, including the necessary skilled and unskilled labor, construction materials and tools;
(b) the equipment and materials necessary for assembly and commissioning such as scaffolds, lifting equipment and other devices as well as fuels and lubricants;
(c) energy and water at the point of use including connec- tions, heating and lighting;
(d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel, including sanitary facilities as are appropriate in the specific circumstances; furthermore, the Purchaser shall take all measures it would take for the protection of its own possessions to protect the possessions of the Supplier and of the erection personnel at the site;
(e) protective clothing and protective devices needed due to particular conditions prevailing on the specific site.
2. Before the erection work starts, the Purchaser shall unsolicitedly make available any information required concerning the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data.
3. Prior to assembly or erection, the materials and equipment necessary for the work to start must be available on the site of assembly or erection and any preparatory work must have advanced to such a degree that assembly or erection can be started as agreed and carried out without interruption. Access roads and the site of assembly or erection must be level and clear.
• If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs incurred for idle times and any additional traveling expenditure of the Supplier or the erection personnel.
• The Purchaser shall attest to the hours worked by the erection personnel towards the Supplier at weekly intervals and the Purchaser shall immediately confirm in written form if assembly, erection or commissioning has been completed.
• If, after completion, the Supplier demands acceptance of the Supplies, the Purchaser shall comply therewith within a period of two weeks. The same consequences as upon acceptance arise if and when the Purchaser lets the two- week period expire or the Supplies are put to use after completion of agreed test phases, if any.
Article VII: Receiving Supplies
The Purchaser shall not refuse to receive Supplies due to minor defects.
Article VIII: Defects as to Quality
The Supplier shall be liable for defects as to quality ("Sachmängel", hereinafter referred to as "Defects",) as follows:
• Defective parts or defective services shall be, at the Supplier's discretion, repaired, replaced or provided again free of charge, provided that the reason for the Defect had already existed at the time when the risk passed.
• Claims for repair or replacement are subject to a statute of limitations of 12 months calculated from the start of the statutory statute of limitations; the same shall apply mutatis mutandis in the case of rescission and reduction. This shall not apply where longer periods are prescribed by law according to Sec. 438 para. 1 No. 2 (buildings and things used for a building), Sec. 479 para. 1 (right of recourse), and Sec. 634a para. 1 No. 2 (defects of a building) German Civil Code ("Bürgerliches Gesetzbuch"), in the case of intent, fraudulent concealment of the Defect or non-compliance with guaranteed characteristics (“Beschaffenheitsgarantie”). The legal provisions regarding suspension of the statute of limitations ("Ablaufhemmung", "Hemmung") and recommencement of limitation periods shall be unaffected.
• Notifications of Defect by the Purchaser shall be given in written form without undue delay.
• In the case of notification of a Defect, the Purchaser may withhold payments to an amount that is in a reasonable proportion to the Defect. The Purchaser, however, may withhold payments only if the subject-matter of the notification of the Defect involved is justified and incontestable. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is time-barred. Unjustified notifications of Defect shall entitle the Supplier to demand reimbursement of its expenses by the Purchaser.
• The Supplier shall be given the opportunity to repair or to replace the defective good ("Nacherfüllung") within a reasonable period of time.
• If repair or replacement is unsuccessful, the Purchaser is entitled to rescind the contract or reduce the remuneration; any claims for damages the Purchaser may have according to No. 10 shall be unaffected.
7. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, inappropriate foundation soil, or claims based on particular external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the Purchaser or third parties and the consequences thereof are likewise excluded.
8. The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labor, and material, to the extent that expenses are increased because the subject- matter of the Supplies has subsequently been brought to another location than the Purchaser's branch office, unless doing so complies with the normal use of the Supplies.
9. The Purchaser's right of recourse against the Supplier pursuant to Sec. 478 BGB is limited to cases where the Purchaser has not concluded an agreement with its customers exceeding the scope of the statutory provisions governing claims based on Defects. Moreover, No. 8 above shall apply mutatis mutandis to the scope of the right of recourse the Purchaser has against the Supplier pursuant to Sec. 478 para. 2 BGB.
10. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent that a Defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, and/or intentionally or grossly negligent breach of contract on the part of the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded.
Article IX: Industrial Property Rights and Copyrights; Defects in Title
1. Unless otherwise agreed, the Supplier shall provide the Supplies free from third parties' industrial property rights and copyrights (hereinafter referred to as "IPR") with respect to the country of the place of delivery only. If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows:
(a) The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under reasonable conditions, the Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;
(b) The Supplier's liability to pay damages is governed by Article XII;
(c) The above obligations of the Supplier shall apply only if the Purchaser (i) immediately notifies the Supplier of any such claim asserted by the third party in written form, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to the Supplier's discretion. If the Purchaser
stops using the Supplies in order to reduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.
• Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.
• Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of use not foreseeable by the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided by the Supplier.
• In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, and 9 shall apply mutatis mutandis in the event of an infringement of an IPR.
• Where other defects in title occur, Article VIII shall apply mutatis mutandis.
• Any other claims of the Purchaser against the Supplier or its agents or any such claims exceeding the claims provided for in this Article IX, based on a defect in title, are excluded.
Article X: Conditional Performance
• The performance of this contract is conditional upon that no hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or any embargos or other sanctions exist.
• The Purchaser shall provide any information and Documents required for export, transport and import purposes.
Article XI: Impossibility of Performance; Adaptation of Contract
• To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser's claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser's right to rescind the contract shall be unaffected.
• Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier's business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract. The same applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.
Article XII: Other Claims for Damages
1. Unless otherwise provided for in the present GL, the Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort.
2. This does not apply if liability is based on:
(a) the German Product Liability Act (“Produkthaftungsgesetz”);
(b) intent; (c) gross negligence on the part of the owners, legal representatives or executives;
(e) failure to comply with a guarantee granted;
(f) negligent injury to life, limb or health; or
(g) negligent breach of a fundamental condition of contract (“wesentliche Vertragspflichten”).
However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case applies.
3. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.
Artikel XIII: Venue and Applicable law
1. If the Purchaser is a businessman, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier's place of business. However, the Supplier may also bring an action at the Purchaser's place of business.
2. This contract and its interpretation shall be governed by German law, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG).
Article XIV: Severability Clause
The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonably onerous for one of the parties to be obligated to continue the contract.
Right of revocation
You may cancel your contractual statement, without stating any reasons, in writing (e.g. letter, fax, email) within two weeks or - if the item has been sent to you prior to the date of expiry - by returning the goods. The revocation period shall start upon receipt of this notification in writing, however not before the receipt of the goods by the recipient (for the recurring delivery of similar goods not before the receipt of the first partial delivery) and not before the information obligations according to article 246 section 2 in connection with section 1 nos. 1 and 2 EGBGB (Germany Introductory Act to the Civil Code) as well as our obligations according to section 312g para 1 no. 1 BGB (German Civil Code) in connection with article 246 section 3 EGBGB are fulfilled. The revocation period shall be deemed observed if the items are returned or notice of revocation is given within this period. The revocation shall be sent to:
Consequences of revocation
In case of a valid revocation, all mutually received performances as well as benefits enjoyed (e.g. interests) shall be returned. If you cannot return the performances received as well as benefits enjoyed (e.g. use and enjoyment), in whole or in part, or only in a deteriorated condition, you shall compensate for the lost value where applicable. You only have to compensate for the deterioration of the item or the benefits enjoyed if the benefits or deteriorations are due to a handling of the item exceeding the verification of the features and the functioning. "Verification of the features and the functioning" means that the respective item is tried and tested as would be possible and usual in a retail store. Items that can be shipped by parcel shall be returned at our risk.
You have to bear the regular costs of the return if the delivered item corresponds to the one ordered and if the price of the item to be returned does not exceed an amount of EUR 40 or if, in case of a higher price of the item, the service has not yet been rendered or the contractually agreed partial payment has not yet been effected at the time of the revocation. Otherwise the return is free of charge for you. Items that cannot be shipped by parcel shall be picked up from you.
Obligations to refund payments have to be fulfilled within 30 days. For you the period starts with sending your declaration of revocation or the item, for us upon ist receipt.
End of the notice of revocation
Special Terms and Conditions
These Special Terms and Conditions (STC) supplement the General Conditions for the Supply of Products and Services of the Electrical and Electronic Industry (“Grüne Lieferbedingungen” – GL).
Supplier: company that provides Services
Client: the company or person who completes the registration for use of Services
Parties: Client and Supplier defined jointly
Service(s): Services offered by the Supplier via IoT Platform; the IoT Platform is a Platform for the Internet of Things to within the scope described in Instruction manual connect and manage gateways as well as to visualize and analyze data delivered in a Software-as-a-Service model as described in Instruction manual;
Tenant: a dedicated share of a Services installation instance including its own logical database, configuration, user management and individual functionality for the Tenant; a Tenant is accessible with a unique URL
Subtenant: a dedicated share of a Services installation instance that is associated with a Tenant and that is including its own logical database, configuration, user management and other individual functionality for the Subtenant; a Subtenant is accessible with a unique URL
Confidential Information: any and all information in whatsoever form including but not limited to information regarding business, prospective business, finances, technical processes, computer software (including but not limited to underlying concepts, organization, architecture, source code and object code), Intellectual Property Rights, compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party´s possession by virtue of its entry into the Agreement and any and all information which has been or may be derived or obtained from any such information
Agreement: the agreement for the supply of Services and/or Goods as defined in these STC and/or in the General Conditions for the Supply of Products and Services of the Electrical and Electronic Industry (“Grüne Lieferbedingungen” – GL) for commercial transactions between businesses by the Supplier; these STC, jointly with all its additional General Terms and Conditions, annexes, schedules, attachments relevant to Services and/or Goods ordered by Client; Client´s General Terms and Conditions are excluded
Instruction manual: The instruction manual is a fixed component of the contract in the form of a user manual that Clients can view in the Download area on the product website.
Gateway: The hardware denoted as io-key
These STC govern the supply of Services as defined in Section I.
(1) In order to access and use Services, the Client will need to register and create user accounts within a Tenant surrounding. To create an account the Client is required to provide certain personal information about the registrant and create a user name and password (“Account Information”). The Client agrees to provide accurate, current and complete Account Information. Supplier reserves the right to suspend or terminate any account or Tenant if any Account Information provided during the registration process or thereafter is or becomes inaccurate, false or misleading.
(2) The Client is responsible for maintaining the confidentiality of its Account Information and agrees to notify Supplier if its Account Information is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have become compromised. The Client is responsible for all activities under its account.
(3) The Client is responsible for setting security guidelines to prevent unauthorized access to Client´s accounts and gateways. In particular, Supplier cannot be held responsible for data breaches or machine misuse resulting from the use of unsafe passwords or lack of security implementation on Client´s side or on equipment and gateways used by Client.
IV. Rights of Use
(1) Subject to these STC and in exchange for payment of the fee [Section IX], the Supplier grants the Client a temporary, non-exclusive right to access and (a) use Services solely on a separate Subtenant only for its own internal business purposes, (b) connect its own gateways only to Services by using solely APIs that have been furnished by Supplier or its Licensor or licensor of its Licensor, (c) use Services exclusively with the corresponding autosen´s gateway(s).
(2) Notwithstanding the above said the Client may authorize individual users of third parties (e.g. service providers) to access and use Services on the respective Client´s subtenant only under written terms and conditions that: (a) are no less restrictive than those contained in those STC, (b) do not include any false or misleading representations or any warranties or guarantees with regard to Supplier of Services or its licensor (c) adequately protect Confidential Information and Intellectual Property Rights of Supplier or its Licensor and (d) within the scope as defined in Section IV (1) of those STC.
V. Restrictions of Use
(1) The right to use Services granted herein is subject to the following restrictions. Nothing in those STC shall be construed to mean, by inference or otherwise, that the Client shall be permitted any access to the programming or source code of Services or the underlying software (or any part thereof) or a right to install the underlying software or any part thereof locally in any system of the Client or any third party.
(2) Additionally Client shall not:
a) copy, create any derivative works, transfer (e.g. sell, resell, rent, lease), assign, time share or otherwise commercially exploit Services or make Services available to any third party, including any parent, subsidiary or affiliated entity, unless permitted by those STC or applicable mandatory law;
b) interfere with or disrupt the integrity or performance of Services or the data contained therein (for example by conducting performance testing, unless agreed by the Parties in writing;
c) attempt to gain unauthorized access to Services or their related systems or networks;
d) disseminate performance-related information relating to Services or the underlying software;
e) store or process any personal data of the following types: information on a person´s racial or ethnic origin, political opinions, religious or philosophical convictions, union membership, health (HITECH – Health Information Technology for Economic and Clinical Health Act & HIPAA – Health Insurance Portability and Accountability Act), sex life, concerning bank or credit card accounts (PCI DSS – Payment Card Industry Data Security Standard) comprising but not limited to data according to GDPR Art. 9 No. 1;
f) use the configuration and reporting capabilities of Services for any other purposes besides those set forth in those STC; or
g) otherwise utilize Services in any manner that is not: (i) in compliance with applicable law (including but not limited to the transfer of illegal data/information or data/information that infringing any third party property rights); or (ii) expressly permitted under those STC.
h) download, get and/or provide access to, or otherwise export or re-export any underlying software or service, technology or other information from Services except as stated explicitly in the present STC and in full compliance with all applicable national and international laws and regulations. Client agrees to indemnify and hold harmless and defend Supplier against any and all liability arising from or relating to Client´s breach of this Clause. Supplier reserves the right not to execute affected parts of, or the entire Agreement in case any national or international export regulations or foreign trade legislation, or any target country/client/usage restrictions implied by embargoes or other sanctions prohibit the provision of export controlled goods (Dual-Use items) and Services to be granted to the Client under those STC. The Client will be informed whether a related official export approval by national or international export control authorities is required any the Supplier may postpone the provision of affected Services until all such required approvals have been granted. In the event of any change of related export classifications or requirements the Supplier may postpone or suspend (as the case may be) the provision of affected Services until all such required approvals have been granted and, in the event that such approvals are not granted, terminate the provision of the relevant Services.
VI. Third Party´s Software/ Open Source Software
The Software can include components, which are restricted by special license conditions of Third Parties or which by Open Source License. The affected parts including the applicable license text are indicated in the corresponding Instruction manual to the extent it is mandatory under the respective licenses.
VII. Reservation of Rights
All Confidential Information, as well as all Intellectual Property Rights and title to the Services (save to the extent incorporating any Client or third party owned item) shall remain with Supplier and/or its Licensor (as the case may be) and no interest or ownership of such items is conveyed to the Client under those STC. Subject only to the rights expressly granted to the Client under those STC, all rights, title and interest in and to the Services will remain with and belong exclusively to its owner.
VIII. Software availability
Supplier guarantees the availability of Services as described in the Instruction manual.
Service availability may be impaired for technical reasons that Supplier cannot influence. These include in particular actions by third parties not acting on the behalf of Supplier, technical conditions of the internet that cannot be influenced by Supplier, as well as force majeure. Supplier’s Services can also be influenced by the hardware and software used by Client, as well as technical infrastructure. Insofar as such circumstances influence the availability or functionality of the Services rendered by Supplier, this does not have any effect on the contractual conformity of Services rendered.
(1) Payment fee and payment conditions are defined in Purchase Confirmation issued by the Supplier.
(2) If Client chooses to pay using a bank debit procedure, it authorises Supplier on a revocable basis to debit from Client’s account the payments to be rendered by Client upon them becoming due; Client shall nominate the IBAN, BIC and precise designation of the financial institution holding the account.
(3) If Client is more than four weeks in arrears with payment of a due remuneration, Supplier is authorised – provided it issues a warning, sets a deadline and this expires – to block access to the Service. Supplier’s remuneration entitlement remains unaffected by the block. Once the arrears have been settled in full, access to Services will be re-activated immediately. The right to block access exists as a more lenient means even in cases where Supplier has a right to extraordinary termination.
(4) The Client is not entitled to any refund of fees for partial use of the Service, termination or suspension of the Services.
X. Term and Termination
(1) The Term of the Agreement shall apply according to Purchase Confirmation issued by Supplier.
(2) The term is automatically extended without new ordering each time by previously agreed contract period, if not terminated by either party in writing within a period of one (1) month to the end of each contract period.
(3) The right to extraordinary termination for an important reason remains unaffected by this. An ‘important reason’ is deemed in particular: (i) opening of settlement or insolvency proceedings regarding the assets of Client; (ii) breach by Client of its obligation to pay due remuneration despite warning and appropriate deadline set by Supplier and the appropriate deadline having expired; (iii) breach by Client of its obligation to maintain an appropriate IT security level or Client failing to install or incorrectly installing software updates provided by the service provider; (iv) breach by Client of other fundamental provisions of this contract, particularly if Client continues to breach its duties despite a written warning.
XI. Supplier´s Obligations
During the Term of the Agreement, Supplier shall have the following obligations:
(1) In exchange for payment of the fees, Supplier shall provide Services as described in those STC;
(2) Supplier will use commercially reasonable efforts to make Services accessible to the Client, subject to the availability of third party infrastructure (e.g. IaaS), maintenance, availability of third party networks, communications facilities and Force Majeure events;
(3) Supplier will employ commercially reasonable security measures in providing the Services;
(4) Supplier is responsible for providing connectivity between Gateway and Services, provided that there is a wireless connection pursuant to the Special Terms and Conditions; Supplier is not responsible for the availability of the wireless connection.
XII. Client´s Obligations
During the Term of the Agreement, Client shall have the following obligations:
(1) The Client shall inform Supplier if any dispute arises in respect of Services and to comply with all reasonable instructions of Supplier in relation thereto;
(2) The Client is solely responsible for all Client data provided to Supplier or uploaded to, stored in or transmitted through Services and the use of Services. Such responsibility shall include (but not be limited to) securing any privacy-related rights and permissions as may be required by local law or by the Client´s internal policies and making backup copies in order to prevent any loss or damages;
(3) The Client warrants and represents that it shall maintain security measures covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services is limited as set out under the present STC.
(1) Any public material (e.g. marketing material) that includes any technical data, specifications or service statement does not qualify as a description of Services. Provided that Services are used in accordance with the present STC, Supplier warrants that Services will comply with the Instruction manual; immaterial and insignificant deviations from the Instruction manual are excluded from such warranty. Supplier provides no warranty that Services will satisfy all of the Client´s requirements or that Services will run without interruption or error free.
(2) Prerequisite for any claim regarding a breach of services obligations of Services (“Services Breach”) is that (a) Client, immediately after a Services Breach occurs, sends a report to Supplier, including information and description of the emergence of the Service Breach, effects of the Service Breach and circumstances under which the Service Breach emerges; and (b) the Service Breach is reproducible and detectable.
(3) In case prerequisites as stated above are fulfilled and provided that the Service Breach is the fault of Supplier, Supplier will cure (e.g. eliminate or work around) the Services Breach within a reasonable performance deadline period. If Supplier fails to cure the Services Breach within a reasonable performance deadline period, then the Client may terminate the Agreement. Any additional warranty claims are excluded. Sections Liability and Indemnity of those STC and any Warranty and/or Liability restrictions stipulated in General Conditions for the Supply of Products and Services of the Electrical and Electronic Industry (“Grüne Lieferbedingungen” – GL) for commercial transactions between businesses or any other additional and applicable Supplier´s Terms and Conditions remain unaffected.
(4) The Client acknowledges that Services may not be used for high-risk applications where precise locations or features on maps are essential to the Client, for example use of the Services by the emergency services. The Client acknowledges that Services may not be used as part of performance testing or stress testing without the explicit written permission of Supplier. It is not allowed to overload the Services with intent, whether for test purposes nor to check on performance limits of connected gateways or the Services itself. The Client must take measures to avoid accidental overload.
(1) Irrespective of legal grounds, Supplier shall be subject to unlimited liability for any damages caused by intentional acts or omissions or by gross negligence and for any claims, upon which liability would be generally unenforceable, including losses arising from death, physical injury or impairment to health. In case of ordinary or slight negligence, Supplier shall be liable only for breaches of a material contractual obligation (“Cardinal” obligations). Cardinal obligations are contractual duties, the fulfilment of which is absolutely needed to ensure the orderly performance of the contract and the adherence to which the Client ordinarily relies upon or could be reasonably expected to rely upon. To the extent permitted by law: (i) Supplier shall not be liable for any lack of commercial success, lost profits and indirect damages and (ii) liability in accordance with the above clauses shall be limited to the typical, foreseeable damages but in any case shall not be exceeding the total amount of the fee(s) equaling the volume of the respective Purchase Order.
(2) Supplier shall have no liability under the present STC with respect to any claim based upon (a) Services that have been modified by anyone other than Supplier or a Third Party expressly appointed by the Supplier; (b) use of other than the then-current release of any fat clients or plug-ins provided to Client for the purposes of accessing and using Services, if the infringement could have been avoided by use of the then-current release has been made available to Client; (c) use of Services in conjunction with Client Data where use with such data gave rise to the infringement claim; (d) unsafe use of Services.
(3) Client shall indemnify, defend, and hold the Supplier harmless from any action brought by a third-party against the Supplier or Supplier´s Licensor to the extent that is proximately caused by an allegation that: (a) any access to or use of Client Data with Services; or (b) modification or use of Services with the Client´s applications, have infringed any intellectual property rights or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against the Supplier in such action, including but not limited to reasonable attorneys´ fees, provided that the Supplier: (i) promptly notifies Client of any such action; and (ii) gives Client full authority, information, and assistance to defend such claim; and (iii) gives Client sole control of the defense of such claim and all negotiations for the compromise any such claim. Client shall have the right to settle or compromise any such claim provided that such settlement or compromise does not impose any costs or material disadvantage to Supplier without Supplier´s prior written consent.
(1) Client hereby consents that Supplier or its Licensor may access usage statistics from Services. Client shall within 10 (ten) working days from the date of receipt of a written request from Supplier provide to Supplier in writing sufficient additional detail to enable Supplier or its Licensor to assess compliance by the Client with the terms and conditions set out in the present STC.
(2) Supplier or its licensor or at discretion of either Supplier or its Licensor or an independent consultant, shall have the right, on giving reasonable notice to the Client, to access any and all relevant log-in data held and managed by the Client related to any accounts created by the Supplier for the purpose of auditing the Client´s use of Services in accordance with the terms set out in the present STC.
(1) Each party may use the Confidential Information of a disclosing party only for the purposes of the Agreement and must keep confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
(2) Either party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of the Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
(3) The Parties agree to return all documents and other materials containing Confidential Information immediately upon completion of Services.
(4) The obligations of confidentiality under those STC do not extend to information that (a) was rightfully in the possession of the receiving party before the negotiations leading the Agreement; (b) is, or after the day the Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of those STC); or (c) is required by mandatory law to be disclosed.
XVII. Data Protection
(1) Each party undertakes to comply with its obligations under relevant applicable data protection laws , principles and agreements.
(2) Client grants to Supplier as well as any service provider engaged by Supplier for the purpose of contractual execution the right to reproduce the data to be saved by Supplier for Client insofar as this is required to render the services owed by this contract. Supplier or service provider engaged by Supplier is also authorised to store the data in a backup system or separate breakdown data centre. To rectify faults, Supplier is moreover authorised to carry out alterations to the data structure or data format.
(3) Insofar as Supplier processes personal data on behalf of Client or allows such to happen on IT systems in its technical responsibility, an associated order processing agreement shall be concluded between Client and Supplier.
(4) Client software and data are protected against unauthorised access by way of suitable technical measures. For details of the technical security measures, please refer to the instruction manual. Once vulnerabilities within the Services become known, Supplier will inform Client to this effect and provide security updates, if appropriate. Supplier reserves the right to install critical software security updates without explicit consent from Client.
A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under those STC.
(1)Supply shall be entitled to identify Client as a client in the Supplier´s publicity materials. Subject to reasonable request by Supplier, Client agrees to: (a) serve as a reference; and (b) provide reasonable assistance in connection with press releases announcing or promoting the relationship between the parties or case studies or other marketing collateral.
(2) The Client agrees that Supplier and its Licensor can use the Client´s name, logo and use case on the Supplier or its Licensor website, materials and presentations. Supplier agrees to follow any Client brand guidelines that it is aware of, related to presenting the Client´s name and logo in its materials.
(2) Article XIII (Venue and Applicable law) of General Conditions for the Supply of Products and Services of the Electrical and Electronic Industry (“Grüne Lieferbedingungen” – GL) for commercial transactions between businesses shall apply accordingly.
(3) Supplier is authorised to alter these Terms and Conditions – insofar as they are integrated into the contractual relationship with Client – unilaterally insofar as this appears to be expedient or necessary to reflect an alteration in the legal situation, adjudication from the highest court or other market circumstances, particularly technical framework conditions. Insofar as Supplier intends to carry out such an alteration to the Special Terms and Conditions involving not exclusively an adjustment to statutory or official orders, Supplier will report such to Client in writing at least 3 (three) weeks before the alteration becomes effective. Client is authorised to terminate the contractual relationship with effect as of the time of effectiveness of the alteration in question. If Client does not terminate the contract within six weeks of having received the notice of alteration from Supplier, the alteration in question becomes a contractual component at the time it becomes effective. Supplier will refer to this legal effect specifically in the notice of alteration.
Additional Terms and Conditions (ATCs)
These Additional Terms and Conditions (ATCs) supplement the General Conditions for the Supply of Products and Services of the Electrical and Electronic Industry (“Grüne Lieferbedingungen” – GL).
- M2M/IoT- mobile telecommunication services -
I. Contractual object
These Additional Terms and Conditions (ATCs) apply for the mobile telecommunication services for Machine-to-Machine (M2M) – and Internet of Things (IoT) applications and the associated further services (hereinafter named on aggregate as the ‘services’) ordered by the customer from autosen gmbh (hereinafter: autosen).
Validity of the customer’s Terms and Conditions contrary to or deviating from these Terms and Conditions is ruled out.
Customers are aware that autosen does not act as a provider of telecommunication services.
Customers undertake to provide accurate and complete information throughout the entire order process. Moreover, customers undertake to transmit to autosen all respective documents required in the context of the order pursuant to § 111 section 1 sentence 3 Telecommunication Act (Telekommunikationsgesetz, TKG) or – insofar as offered by autosen – to cooperate in a different appropriate procedure pursuant to § 111 section 1 sentence 4 TKG to verify identity; this obligation applies accordingly for the case that before or after contractual conclusion the data provided by the customer has altered (§ 111 section 3 TKG).
(1) The services consistent with these ATCs include the following service elements:
a) Cession of a mobile telecommunication connection for M2M/IoT applications corresponding to the autosen hardware product (hereinafter: hardware) with customers able to use this connection for data mobile telecommunication connections with low bandwidth and further network services – this takes place by provision of the eSIM chip card coded in the hardware. The chip card (eSIM) is installed with and connected to the hardware. Customers may use the mobile telecommunication connection as well as network services with the hardware only.
b) Provision of data mobile telecommunication with low bandwidth in the Federal Republic of Germany and – insofar as available based on existing roaming agreements between the affected mobile network operators – in other EU Member States or third-party states determined in the scope of service.
(2) All services consistent with these ATCs apply under the reservation of customers using these combined with the hardware.
(3) The precise scope of services consistent with these ATCs can be seen in each case in the instruction manual.
(4) autosen provides the services consistent with these ATCs as part of its technical and operational possibilities. The aforementioned mobile telecommunication connection is rendered in each case based on the advance performance of licensed mobile telecommunication network operators.
(5) autosen deploys sub-contractors as technical service providers. autosen refers expressly to the fact that the type and scope of advance performance rendered by the respective mobile telecommunication network operator, particularly also the transmission technologies available in each case (e.g. in some countries it is not possible to use 2G/NB-IoT continuously), may differ and moreover individual available transmission technologies may not enable certain network services to be used. The details of the actual scope of service available in each case can be seen in the instruction manual.
(6) The chip card is sold to customers; it is transferred into their ownership when it is handed over to them. The right of autosen (a) to deactivate or block the chip card as part of the contractual services consistent with the provisions of these ATCs or (b) to use OTA (over the air) remote control to carry out configuration changes on the chip card consistent with the intended use for the purpose of continuing to render the service, or to download software updates onto the chip card and install them there, remains unaffected by this and continues to exist for the entire contractual term. Starting from the time of transfer of risk, the customers bear the risk of accidental loss or accidental deterioration of the chip card. autosen is therefore in particular not duty bound to render a replacement for a chip card that has been lost, or has been damaged or made unusable in a manner that cannot be attributed to autosen. Moreover, all quotas are linked to the associated, specific ceded chip card being used. autosen is thus also not duty bound in the aforementioned case of sentence 4 subsequently to transfer a no longer usable remaining quota onto a different chip card or to render other replacement for such.
(7) The transfer of risk for the chip card takes place pursuant to § 447 section 1 BGB.
(8) Insofar as there should be fault liability on the part of autosen regarding individual service elements of the services consistent with these ATCs, this liability is based on the statutory regulations. In particular, the statute of limitation for fault entitlements with regard to the chip card commences starting from the time that the hardware is received by the customer with the specific chip card. Compensation entitlements due to faults are restricted pursuant to the provisions in point VII of these ATCs.
(9) autosen is authorised for business-related reasons and/or reasons of technical advancement to alter the specifications and functionalities of the services consistent with these ATCs and to adjust the instruction manual appropriately, provided that the respective alteration does not reduce or impair the fundamental service characteristics of the services consistent with these ATCs. Moreover, this may also result in customers having to observe altered system requirements (see point IV of these ATCs). Sentences 1 and 2 apply accordingly if third parties from whom autosen sources necessary advance performance for the services forming the object of the contract alter their service offering.
(10) No party is liable for fulfilling its duties if it is impaired in doing such by force majeure. This includes in particular events that are unforeseen, not manageable and outside of the control of the parties, particularly adverse weather, flooding, landslips, earthquakes, storms, lightning strikes, fires, epidemics, acts of terror, outbreaks of fighting (irrespective of with or without a declaration of war), uprisings, explosions, strikes or other industrial unrest, sabotage, interruptions to the energy supply, expropriation by official bodies.
IV. Customers’ conditions of use / duties of cooperation
(1) Customers may use the services consistent with these ATCs and the instruction manual for their own purposes only.
(2) Customers may cede the services forming the object of the contract to third parties only under conditions that are not less restrictive as those in these ATCs. Furthermore, customers are not permitted to submit any false or misleading assurances or guarantees regarding autosen or its licensor, and customers are duty bound to protect the confidential information and intellectual property rights of autosen or its licensor. Customers are not authorised to use the chip cards ceded to them for use to appear to be providers of telecommunication services themselves and to offer mobile telecommunication, relaying or interconnection services to third parties.
(3) The services in these ATCs must not be abused or used in an otherwise unlawful way violating statutory prohibitions in the Federal Republic of Germany, or used unlawfully in the respective use location. In particular, customers must not send out any unprompted information, objects or other deliveries that are barred by statute. Moreover, (a) information with unlawful or immoral contents must not be transmitted and reference must not be made to such information, (b) connections must not be established serving the purpose of customers or third parties receiving payouts or other considerations based on the connection or connection duration (e.g. considerations for SMS messages to chat lines or advertising hotlines), or that do not serve the direct communication with a different subscriber, rather only the purpose of establishing the connection and/or the connection duration, and (c) national and international copyright and trade mark, patent, naming and labelling law as well as other commercial property and privacy/publicity law of third parties shall be observed.
(4)In the case of serious violations by customers of the duties to which they were obliged pursuant to point IV.3 of these ATCs, autosen is authorised to block customers from accessing services forming the object of the contract at the customers’ costs without the customers being exempt from paying the agreed fees in this regard. The regulation of § 45o TKG regarding blocking telephone numbers remains unaffected by this.
(5) Customers undertake as part of their sphere of responsibly to observe the system requirements laid down in the instruction manual for using the services consistent with the ATCs and to fulfil the cooperation duties defined in these ATCs and the instruction manual. If non-adherence to the system requirements by customers pursuant to sentence 1 may have detrimental effects on network operation, particularly network security or integrity (e.g. if customers use terminal devices not conforming to the network), autosen is particularly also authorised to block the chip card in question; any rights and entitlements held by autosen beyond this remain unaffected.
(6) Customers are moreover duty bound
a) to inform autosen customer services immediately about losing or misplacing the hardware ceded to them with the chip card;
b) to report immediately in written form any alteration to their names or company status, their legal form, their address or invoice receiver or to initiate such reporting by a third party authorised to do so;
c) in the case of a request for disclosure in the context of services consistent with these ATCs, to provide immediately information demanded by autosen in the internal relationship to customers and in so doing to transmit particularly to autosen or a third party nominated by autosen documents and information required to fulfil the specific disclosure requests.
(1) Clause IX of the Special Terms and Conditions is applied accordingly.
(2) If customers violate the application specifications in the instruction manual, autosen may demand that customers pay the resulting additional costs. autosen’s statutory entitlements apart from this remain unaffected by this.
(3) Customers’ complaints must be made within 6 (six) weeks of the connection having been established. Failing to lodge complaints in time is deemed as approval. Statutory entitlements held by the customer remain unaffected if complaints are made after the deadline has expired.
Clause X of the Special Terms and Conditions is applied accordingly.
(1) Clause XIV of the Special Terms and Conditions is applied accordingly.
VIII. Confidentiality / data protection
Clause XVI and clause XVII of the Special Terms and Conditions are applied accordingly.
IX. Mandatory disclosures under telecommunications law
(1) For information on the procedures set up by the service provider of telecommunication services cooperating with autosen to measure and inspect data traffic, to avoid capacity utilisation or overloading of a network connection, and information about possible effects, please visit the 1nce website at: www.1nce.com/en/imprint (peruse the ‘Mandatory disclosures under telecommunications law’ section).
(2) To view a list of measures with which the service provider of telecommunication services cooperating with autosen is able to react to security or integrity violations, please visit the 1nce website at: www.1nce.com/en/imprint (peruse the ‘Mandatory disclosures under telecommunications law’ section).
(3) Customers may demand that
(a) using their network access for specific number ranges is blocked on the network free of charge if this is technically possible; and
(b) identification of their mobile telecommunication connection is blocked on the network free of charge for availment and billing of a service rendered besides the connection.
Clause XIX of the Special Terms and Conditions is applied accordingly.
XI. Closing provisions
Clause XX of the Special Terms and Conditions is applied accordingly.