General Terms and Conditions
of Heidelberg Engineering GmbH

(Updated on 15/08/2025)

A. General Part

1. General, scope

1.1 These General Terms and Conditions (hereinafter “GTCs”) apply to all of our business relations with our customers (hereinafter “Customer”) in commercial transactions as well as Customers that are corporate bodies under public law or public-law special fund. These GTCs do not apply in connection with public calls for tenders.

B. Depending on the subject matter of the agreement, additional contract terms may supplement this General Part of the GTCs. Additional contract terms exist for software maintenance agreements (C. Supplementary Terms for Software Maintenance), for project agreements (D. Supplementary Terms for Contracts for Work and Service), and for research devices (E. Supplementary Terms for Research Devices).

1.2 Insofar as the subject matter of the agreement is the purchase and/or delivery of movable property (“Goods”) or another item, especially software products, the GTCs apply irrespective of whether we have produced the Goods ourselves or have purchased them from a supplier or if we developed the software ourselves or merely provide it to the Customer.

1.3 Our GTCs shall apply exclusively. Deviating, contradictory, or supplementary General Terms and Conditions of the Customer will only become an integral part of the contract if their applicability is expressly approved in writing.

1.4 Individual agreements for specific cases made with the Customer in writing (including collateral agreements, supplements, and amendments) shall always have precedence over these GTCs.

2. Conclusion of the contract

2.1 Our offers are non-binding and without obligation. This also applies if we have provided the Customer with catalogs, technical documentation, other product descriptions, or documents – including in electronic form – for which we reserve ownership and copyright.

2.2 The Customer’s order is considered a binding contractual offer.

2.3 Acceptance (by HE) can be declared either in writing or by delivery of the Goods to the Customer.

2.4 If the contract pertains to a software product, the right to deviate from the specified technical condition is reserved, provided the agreed operational capability is maintained. A new version of the software may be deployed that deviates from the version specified in the offer. We are also committed to keeping our software at the state of the art to ensure safe and efficient functionality and applicability. Insofar as we provide updates for this purpose and inform the Customer about this, the Customer is obliged to install these updates and to use the latest version of the software (also see No. A.7.3. of these GTCs).

3. Delivery periods and default in delivery

3.1 The delivery period is individually agreed or stated by us upon acceptance of the order.

3.2 If we cannot meet binding delivery deadlines for reasons for which we are not responsible (unavailability of performance), we will inform the Customer immediately and at the same time communicate the expected new delivery period. If the performance is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Customer will be refunded immediately. A case of unavailability of performance in this sense is, in particular, the late delivery to us by our supplier if we have concluded a corresponding covering transaction, if neither we nor our supplier are responsible, or if we are not obligated to procure in the individual case.

3.3 Statutory provisions govern when our delivery is deemed to begin to be in default.

3.4 The rights of our Customer under A.8. of these GTCs and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.

4. Delivery, transfer of risk, acceptance, default in acceptance, duty to collaborate

4.1 The Goods shall be shipped to a specified destination at the request and expense of the Customer (sales by dispatch). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

4.2 The risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer no later than upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk.

4.3 If the Customer is in default of acceptance, does not fulfil the duty to collaborate required for us to comply with our contractual obligations, or if our delivery is delayed for other reasons attributable to the Customer, we shall be entitled to claim compensation for the resulting damage, including additional expenses that have been incurred.

4.4 If required for the fulfillment of our contractual obligations, the Customer must provide us with unobstructed access to premises and facilities without undue delay, ensure that technical equipment (such as hardware, networks, system licenses, power supply, telephone connections, and data transmission lines) is operationally ready and has sufficient capacity, and provide the specific environmental conditions and necessary additional space we require. The Customer also has to provide us with as many competent contact persons as are required for us to perform our duties.

5. Prices and payment conditions; travel costs

5.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, plus the statutory VAT valid at the time of conclusion of the contract.

5.2 In the case of a sale by dispatch, the Customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Customer. Any tariffs, fees, taxes, and other public levies are borne by the Customer. Transport and all other packaging as defined in the German Packaging Ordinance cannot be returned to us; with the exception of pallets, they become property of the Customer.

5.3 Unless otherwise agreed, the Customer shall make the agreed payment within 14 days of the invoice date and receipt of Goods.

5.4 Upon expiry of the aforementioned payment term, the Customer is in default. During the period of default, interest shall be charged on the sum owed at the applicable statutory default interest rate. We reserve the right to claim additional damages caused by the default.

5.5 The Customer shall only be entitled to offsetting and retention rights insofar as its claim has been legally established or is undisputed.

5.6 If it becomes apparent after the conclusion of the contract that our claim to the purchase price is jeopardized by the Customer’s inability to pay (e.g. by filing for insolvency proceedings), we are entitled under statutory provisions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (Section 321 German Civil Code [BGB]). In contracts for the manufacture of non-fungible items (custom-made products), we may declare the withdrawal immediately; the statutory provisions on the waiver of a deadline requirement remain unaffected.

5.7 In case of agreements regarding deployment on site, we can choose the means of transport and bill the Customer for travel expenses that have been incurred (e.g., public transport, flights, parking, accommodation expenses); any fixed rates specified in the offer apply. For work performed outside of the time period of Monday to Friday from 9 a.m. to 5 p.m., we reserve the right to apply a 25% surcharge to the agreed hourly rate and a 50% surcharge for work on holidays; the applicable hourly rate without these surcharges is defined in the offer. There is no entitlement to service outside of regular working hours.

6. Retention of title

6.1 Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we retain title to the Goods sold.

6.2 The Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Customer must inform us immediately in writing if and when third parties have access to the Goods belonging to us (e.g., seizures).

6.3 In the event of conduct by the Customer in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand surrender of the Goods on the basis of the retention of title.

6.4 The Customer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business. The following provisions will additionally apply in this case:

1. The retention of title will be extended to the products resulting from the processing or combining of our goods at their full value, whereby we will be deemed to be the manufacturer. In the event of processing or combining with any other goods of third parties whose rights of ownership are retained, we will acquire co-ownership in proportion to the invoice values of the processed or combined goods. In all other respects, the same will also apply to the resulting product as to the goods delivered under retention of title.
2. The Customer assigns to us by way of security all claims against third parties arising from the resale of the Goods or the product, in total or in the amount of our possible co-ownership share in accordance with the above paragraph. The obligations of the Customer, which are stated in A.6.2., will also be valid in respect of the assigned claims.
3. The Customer remains authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Customer fulfils its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed, and there is no other existing deficiency in its ability to pay. If this is the case, however, we may require the Customer to inform us of the assigned claims and its debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment.
4. Regardless of any existing right of retention, if the Goods or products are resold, the Customer is obligated to inform us about the respective buyer for the purpose of compliance with regulatory provisions.

7. Claims for defects by the Customer; warranty exclusions

7.1 The statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title, unless otherwise stipulated below.

7.2 The basis of our liability for defects is the agreement reached on the quality of the Goods or, in the absence of such an agreement, the statutory regulations (e.g., Section 434(1) sentences 2 & 3 BGB). The product descriptions expressly designated as such and given to the Customer before it places its order or incorporated in the contract in the same way as these GTCs shall be deemed agreements on the quality of Goods.

7.3 We warrant that the provided software is free from defects at the time of the transfer of risk in accordance with our understanding of the state of the art and when used for its intended purpose; additionally, A.7.2 shall apply accordingly for the characteristics of the software. Only functional faults that occur repeatedly and are therefore reproducible and caused by quality deficiencies as well as negative deviation from functionality in relation to the functional description and/or documentation are considered software deficiencies. In particular, the warranty for software products is excluded for the following reasons:

1. Functional impairments due to defects of hardware that is not part of the agreement, environmental conditions created by the Customer, or faulty operation.
2. The Customer installing or using the software in violation of the contractual agreement, especially these contractual terms or contrary to the installation instructions, and failing to train its employees in the use of the software.
3. The Customer failing to install software updates that have been made available by us and not using the latest version of the software (see also A.2.4. of these GTCs).
4. The Customer modifying software or interfering with it in other manners.
5. The provided software interacting with other software not listed in the contract and for which no dedicated interface has been created (so-called third-party software).

The warranty exclusion shall not apply if the Customer proves in its defect report that it did not cause the respective fault.

7.4 In order to file claims for defects, the Customer must first fulfill its statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). If a defect becomes apparent during the inspection or after, notice of this must be made promptly in writing. The notice is considered prompt if it is made within two weeks, whereby timely mailing of the notice suffices to comply with the time limit. Regardless of the obligations to inspect and give notice of defects, the Customer must report obvious defects (including wrong and short deliveries) in writing with two weeks of delivery, whereby the timely mailing of the notice also suffices here to comply with the time limit. Our liability for any unreported defects is excluded if the Customer fails to conduct a proper inspection or report defects.

7.5 We are entitled to make the subsequent performance owed dependent on the Customer paying the purchase price due.

7.6 The Customer shall give us the time and opportunity necessary for subsequent performance owed, in particular give us the defective Goods for testing purposes. Subsequent performance may be provided at our discretion through replacement, provision of a new version of the software, or by demonstrating ways to mitigate the effects of the defects. If possible and if deemed appropriate in light of the effects of the defect, we will provide an interim workaround for the defect until the defect has been permanently corrected. In case of a replacement, the Customer shall return the defective item in accordance with statutory provisions. For software products, subsequent improvements may not always completely correct the defect. The Customer shall accept a new version of the software or the previous version, which does not include the defect, as long as this can be done with a reasonable amount of effort on the part of the Customer. It is at our discretion to decide whether we exchange or repair defective hardware. Exchanged hardware becomes our property.

7.7 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material if there is actually a defect. We may demand reimbursement from the Customer of the costs arising from a request to remedy a defect that was unjustified from the outset.

7.8 If subsequent performance fails or is rendered superfluous by statutory provisions, the Customer may withdraw from the contract or reduce the purchase price. There is no right to withdrawal for insignificant defects.

7.9 Claims of the Customer for damages or reimbursement of futile expenses shall also only exist for defects in accordance with A.8. of these GTCs and are otherwise excluded.

8. Other liability

8.1 Unless otherwise stated in these GTCs, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence, in cases of liability according to the provisions of the German Product Liability Act (ProdHaftG), and in cases of an express warranty. We are only liable for damages for ordinary negligence in the following cases:

1. Damages arising from injury to life, body, or health
2. Damages due to the breach of a material contractual obligation (obligations whose fulfillment make the proper execution of the contract possible and on whose observance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damages

8.3 The Customer may only withdraw or terminate for a breach of duty that does not comprise a defect if we are responsible for the breach of duty. A free right of termination of the Customer (in particular according to Sections 651 & 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

9. Limitation period

9.1 Notwithstanding Section 438 (1) no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery.

9.2 The above-mentioned limitation periods of the sales of goods law also apply to contractual and non-contractual claims for damages by the Customer based on a defect of the Goods, unless the application of the regular statutory limitation period (Sections 195 & 199 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the ProdHaftG remain unaffected in this case. Otherwise, only the statutory limitation periods apply to claims for damages of the Customer for other liability as per A.8. of these GTCs.
9.3 Insofar as the subject matter of the agreement (also) includes software, an extension of the range of use does not change the aforementioned limitation periods.

10. Provided material, copyright, and industrial property law

10.1 Technical documents, tools, drawings, standard sheets, calculations, manufacturing material, manuscripts, templates, models, data, forms, prototypes, profiles, and tools originating from us and all other documents and similar provided by us for the preparation or implementation of the order remain our sole property and may not be given to third parties or be used for anything but the contractual purpose without our express prior written consent. These items must be treated with strict confidentiality and returned immediately at our request. They shall be maintained carefully, stored safely, and insured against damage and loss by the Customer at its own expense. Repairs and modifications require our express prior written permission.

10.2 The intellectual property rights and expertise represented by these items (see 10.1. of these GTCs) also remain our exclusive property. To the extent required to execute the contract and unless otherwise specified in individual cases, we grant the Customer a non-exclusive right of use that is limited to the subject matter of the contract, ending as soon as the contract has been completed. Any further use and exploitation that is not permitted by mandatory legal provisions – in particular, processing, renting, distribution in tangible and intangible form, and duplication – is not permitted without our prior written consent.

11. Rights to software

11.1 Software that is provided by us (on data carriers or electronically) is legally protected. We hold the copyrights, patent rights, trademark rights, and other ancillary rights; where such rights are held by third parties, we have appropriate rights of use and exploitation.

11.2 Ownership of data carriers is transferred to the Customer. In addition, the Customer is granted the non-exclusive right, transferable only as provided by mandatory statutory provisions, to use the contractual software, including any updates provided by us for this software (see A.2.4. of these GTCs), according to the other stipulations of these GTCs, as soon as the purchase price has been paid in full.

11.3 The delivery of software only includes the right to use the software. The delivery is made for the Customer’s exclusive use and the software may only ever be deployed on the Customer’s IT environment for the intended use described in the software’s documentation unless otherwise agreed. Any further use of the software, especially to generate and (automatically) transfer data for research purposes (including using it as training data for models or other purposes related to artificial intelligence), requires our express written authorization, which the Customer has no entitlement to receive. Any interventions to and modification of the software are only allowed with our permission; Sections 23(3) & 39(2) of the German Copyright Act (UrhG) remain unaffected. Liability for damage or loss resulting from the software’s intended use is excluded. We do not provide a warranty for the faultless operation of the software or the accuracy of data. The rights of the Customer specified in A.7. and A.8. of these GTCs remain unaffected.

11.4 The Customer must back up the entire system including all databases when they start using the software. The Customer may only decompile, test, examine, and copy the software within the scope of statutory provisions (Sections 69a et seq. UrhG). Any further use and exploitation of the software, in particular any programming activity – for instance, further adaptation of the software to the Customer’s purposes or continued development or rollback of the software – is only permitted within the scope described in A.11.3. of these GTCs, unless such changes are made to eliminate faults and we were first given the opportunity for subsequent improvement.

11.5 The Customer may not remove, change, or suppress copyright notes, serial numbers, or other elements identifying the software and the manufacturer.

11.6 The Customer must take suitable measures to prevent unauthorized access of third parties to the software and the documentation. The delivered original data carrier and back-up copies must be stored in a secure location. The Customer’s staff must be informed explicitly about compliance with these contractual terms and with the terms of the German Copyright Act.

11.7 In case of a breach of these contractual obligations, we reserve the right to assert all claims – in particular, claims for injunctive relief, disclosure, and damages – regardless of the legal basis.

11.8 The Customer shall inform us immediately in writing if third parties assert property rights (e.g., copyrights or patent rights) to the software. The Customer authorizes us to handle the conflict with the third party alone. As long as we use this authorization, the orderer may not recognize the third party’s claims without our consent; we will defend against the third party’s claims at our own expense and exempt the Customer from all costs involved in defending against these claims, unless the claims are based on a breach of duty of the Customer (e.g., if the Customer uses the software in a manner that violates the contract).

12. Requirement of written form

Legally relevant declarations and notices that must be made by the Customer to us after conclusion of the contract, such as the fixing of deadlines or a declaration of withdrawal, must be in writing to be effective.

13. Legal venue, applicable law

13.1 The exclusive legal venue for all legal disputes is Heidelberg, Germany.

13.2 The contract is governed by laws of the Federal Republic of Germany; the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is excluded.

13.3 Dispute resolution procedure by a consumer arbitration body if a consumer business transaction is involved: We are neither willing nor obligated to participate in dispute resolution procedures conducted by a consumer arbitration body.

14. Severability clause

If a provision of these GTCs is or becomes ineffective, the remaining provisions shall not be affected. In such a case, we will work together with the Customer to agree on legally effective provisions that achieve, as closely as possible, the economic intent of the ineffective provision.

C. Supplementary Terms for Software Maintenance

1. General, scope

1.1 In addition to the General Part of the GTCs, the following supplementary terms apply to contracts with our Customers related to software maintenance services. In case of contradictory terms, the supplementary terms shall take precedence over the General Part of the GTCs.

1.2 Software service contracts involve the provision of maintenance services for software or database systems that we have delivered and installed. Unless otherwise agreed in an individual case, the following special conditions shall apply.

2. Remuneration

2.1 Unless otherwise agreed, the maintenance is performed for a monthly renumeration to be agreed upon separately (“Maintenance Fee”). The amount of the Maintenance Fee depends on the scope of the software solution at the time of the conclusion of the contract; extension of the software solution’s scope agreed upon separately at a later time must also include an agreement about a correspondingly adjusted Maintenance Fee. The Maintenance Fee is billed in advance for a period of time agreed upon between us and the Customer, unless another method of payment – possibly including additional incurred costs – has been agreed.

2.2 If the Customer is in default with payment of the Maintenance Fee, we shall be entitled to suspend the maintenance services.

3. Maintenance services

3.1 We will provide general and other maintenance services. General maintenance services are compensated for by the Maintenance Fee; other services are remunerated separately in accordance with the rates specified in our offer. General maintenance services include the following:

1. Transmitting the updated versions of the provided software (without completely new features and modules)
2. Access to a telephone hotline with a scope described in the offer
3. Rectification of defects (troubleshooting); see A.7.3 of the GTCs for a description of defects and warranty exclusions

3.2 Prerequisites for the performance of our services:

1. The Customer tests the updated software before using it, in particular in combination with existing interfaces, system environments, and its own configurations.
2. The Customer ensures that its IT environment always meets the technical standards required due to the further development of the provided software.
3. The Customer only installs a new version of its system software and interfaces after they have been approved by us for the version of the provided software used by the Customer.
4. Renumeration shall be agreed separately for adaptation to new versions of the system software or modifications to interfaces to third-party systems.
5. Software defects must be specified in writing or by means of examples (e.g. screenshots, documents, error logs). A copy of the data carrier on which the defect has occurred shall be provided to us if necessary for error analysis. If malfunctions can be reproduced on our own systems, we specify the type of defect correction, the costs for which are included in the Maintenance Fee. Otherwise, the defect correction must be billed separately, which we will notify the Customer about in advance in writing. A defect correction will only be performed in such cases if the Customer has provided its consent in writing beforehand. The same is true if we take action due to a defect report (over and above telephone support) without the Customer having substantiated the defect.
6. It is assumed that the Customer performs an adequate backup of the entire software system (including all database) at least on a daily basis. The backed-up data must be provided without restrictions if necessary.
7. The Customer shall enable remote support (remote diagnosis and correction, transfer of new versions). In coordination with us, the Customer will provide a connection to a telecommunications service at its own expense, enabling the coupling of our systems with those of the Customer. The associated line costs are borne by the Customer. If the Customer does not enable remote support, it will reimburse us for additional expenses incurred as a result.
8. The Customer shall sign the separate agreement pertaining to data protection and remote support provided by Heidelberg Engineering, which must be signed by both parties.
9. The services will only be provided to Customer employees who have at least received training in the software.
10. The requirement to correct defects applies to the latest approved version of the software.
11. Interfaces to other applications may only be modified after consultation with us and by adequately trained, specialized personal.
12. The software maintenance will only be carried out once the software is used in daily operation after successful installation.

4. Term and termination

1. The contract term is set for five years and begins with the use of the software product in the daily operations for which the services are performed.
2. After five years, either party may terminate the contract with three months’ notice effective at the end of the year; otherwise, the contract term will be extended by one year.
3. The right to terminate the contract extraordinarily for good cause remains unaffected. For our part, good cause exists particularly if the Customer is in default for payment, violates the terms of use, or transfers the software to a third party without authorization. Any termination must be made in writing.
4. If the contract is terminated, the Customer’s entitlement to the delivery of new versions of the software expires. The possibility to receive new versions of the software by means of a new order by the Customer in return for payment remains unaffected.

D. Supplementary Terms for Contracts for Work and Service

1. General, scope

1.1 In addition to the General Part of the GTCs, the following supplementary terms apply to contracts for work and service with our Customers. In case of contradictory terms, these Supplementary Terms shall take precedence over the General Part of the GTCs.

1.2 Projects within the meaning of these supplementary terms include in particular the performance of service and work agreed upon separately and related to the development, installation, and implementation of hardware and software solutions. More details will be specified when we are commissioned by the Customer.

2. Subject matter of the contract

Pursuant to individual agreements about the project, we work on a project to develop, install, and implement our hardware and software components together with our Customer. Details, in particular the schedule, project phases, and methods, will be specified during the project.

3. Acceptance

3.1 The work performed by us must be accepted.

3.2 The acceptance inspection takes place during daily operation of the performed work and takes at most two weeks. The acceptance only applies to the software release version at the time of installation. Any new software features installed subsequently but before acceptance (excluding updates or bug fixes) are not subject to acceptance.

3.3 If our performance complies with the agreements/order, the Customer shall declare acceptance/partial acceptance in writing immediately after successful acceptance testing. The last partial acceptance likewise includes complete acceptance.

3.4 If defects are found during the acceptance (see A.7.3 of the GTCs for a description of defects and warranty exclusions), the following distinctions are to be made:

1. Class I defect:
   Functionality is evident, but work with the software components is not possible, i.e. the functionality cannot be used, even in a limited way. Class I defects preclude acceptance. The duration of the time period for the acceptance inspection is stopped when the defect is reported and is extended by the time period until the defect is rectified, up to a maximum of 100 days. We will notify the Customer when the defect is corrected and it will continue with the acceptance inspection.
2. Class II defects:
   Functionality is evident, but work with the software components is seriously limited, i.e., work with the software components increases organizational effort considerably, but is by all means possible.
   Class II defects result in a partial acceptance. These defects are specified in a defect list before the acceptance inspection is finished. Deadlines are mutually agreed upon within which time these defects must be corrected. These defects do not prolong the time period for the acceptance inspection.
3. Class III defects (other faults):
   Class III defects do not prevent acceptance and are corrected within the framework of the warranty. The acceptance inspection is not prolonged.

3.5 Acceptance is deemed to have taken place if one of the following conditions is met:

1. The Customer pays without reservation
2. The Customer uses the performed work/services for some time
3. The Customer uses the performed work/services in daily operations and if within two weeks after the acceptance inspection time period has expired and despite a written reminder by us informing the Customer about this consequence, no substantial defects to the software are reported in writing.

3.6 If we are unable to perform an agreed service through no fault of our own, this does not postpone acceptance. We will inform the Customer of this within two weeks and indicate the effects of this on the deadline.

4. Remuneration

4.1 The Customer shall make the agreed payment within 14 days of the invoice date and acceptance of the work or the performance of the other service.

4.2 For installation and/or start-up services, 75% (gross) of the order value without deduction becomes due upon order confirmation and 25% after acceptance, unless otherwise agreed in an individual case.

5. Limitation period

The one-year limitation period begins upon acceptance.

E. Supplementary Terms for Research Devices

1. General, scope

1.1 In addition to the General Part of the GTCs, the following supplementary terms apply to contracts with our Customers for research devices. In case of contradictory terms, the supplementary terms shall take precedence over the General Part of the GTCs.

1.2 Contracts for research devices include agreements about the provision of goods and software products (individually or collectively referred to as “Research Devices”) that may only be used for research purposes. Research Devices are not approved for medical use and must not be used for diagnostic or therapeutic purposes. The Research Devices may be provided in return for payment and for a limited time period. More details may be found in a corresponding offer. Stipulations in written agreements about Research Devices take precedence over these supplementary terms.

2. Subject matter of the contract

We provide the Customer with Research Devices for use in accordance with the separate agreement made with the Customer.

3. Duty to collaborate and other duties of the Customer

3.1 The Customer is prohibited from using data acquired, modified, or otherwise processed (“Research Data”) by the Research Device for clinical decision-making. The Research Data may not be integrated in the clinic workflow or exported for clinical purposes.

3.2 The Customer will manage the Research Data separately from clinical data and take suitable measures to prevent data overlap. The Customer will use the software functionality provided for this purpose.

3.3 The Customer uses the Research Device on its own responsibility and will obtain the permission to do so from the competent authority in accordance with the applicable regulations prior to beginning to use the Research Device. This may involve, depending on the Customer’s research project, an independent ethics commission, institutional examination board, institutional animal care and use committee, or other bodies. The Research Device may only be used within the framework of applicable regulations as well as the guidelines set by the authorities.

3.4 The Customer undertakes to send reports about every adverse event (in particular any malfunctions of the Research Device or unintended consequences) to HE via the reporting channels the Customer has been informed about as well as to support@heidelbergengineering.com.

3.5 Insofar as HE remains the owner of the Research Device, it must be returned in accordance with the conditions agreed upon with the Customer separately. The Customer undertakes to inform HE about any modification affecting the ownership of the Research Device, in particular its location, ownership, or changes to the contact person for the respective research project. HE must approve in advance in writing if the Research Device is to be taken to or used in another research facility (e.g., due to the person performing the research transferring to a different university or due to a spin-off).

3.6 The Customer undertakes to ensure that the rules and obligations of these Supplementary Terms are also complied with by employees or other third parties using the Research Device.

4. Labelling as a Research Device; updates; documentation

4.1 The Research Device must be labelled with the notice “For research purposes only”. Corresponding notices may also be displayed on the user interface and in exported images or reports and may not be removed or changed by the Customer.

4.2 HE does not guarantee the compatibility of Research Data with different (especially future) versions of the Research Device, nor that the Research Data will be left unchanged and be usable after the Research Device is updated. HE may modify the algorithms and the display of Research Data without prior notice, which may lead to a change of image quality, output data, and other output parameters. The Customer is obligated to maintain a version control of the data. Insofar as it is technically feasible and acceptable for the Customer, an update shall only be made after the research project is completed.

4.3 If available, HE will provide the Customer with user documentation for the Research Device. The Customer is obligated to use the Research Device strictly in accordance with the user documentation.

5. Publications

5.1 Before a summary or manuscript presenting or publishing the results of a research project in which a Research Device was used is submitted, the Customer will allow HE to verify the document to ensure the correct description of the Research Device and its use within the framework of the research project. The Research Data must only be transferred to HE if this is explicitly required due to regulatory reasons or if this has been agreed in the Research Device contract. The verification does not restrict the publication of research results as long as the Device has been used as intended. Insofar as HE does not comment within one month after the publication has been sent, HE’s acceptance is considered to have been granted.