Terms & Conditions

These General Terms and Conditions of Service (these “Terms”) apply to all U.S. customers (“Customers” and each, individually, “Customer”) of tech-solute GmbH, a German limited-liability company with its principal place of business at Werner-von-Siemens-Str. 2-6, Building 5137c, 76646 Bruchsal, Germany (“Company”). They govern the performance of services, including design, development, technical consulting, research, and prototype creation (collectively, the “Services”). Where Services result in the creation or delivery of tangible deliverables, such as prototypes, test articles, or components, such deliverables are referred to as “Products.”

1. Formation of Agreement

1.1. Company shall perform for Customer the Services described in any confirmed order, agreement, or quotation, or any combination thereof (the “Order”), and shall deliver any resulting tangible deliverables (the “Products”), pursuant to these Terms and the Order, which together constitute the entire agreement between Company and Customer (the “Agreement”).

1.2. No other terms or conditions shall be of any effect unless specifically agreed to by Company in a separate written agreement signed by an authorized officer of Company. Customer shall be deemed to have accepted these Terms upon any acceptance of the Services or Products. Any additional or different terms proposed by Customer are hereby rejected and shall be of no force or effect. No Order shall be binding on Company unless and until accepted by Company in writing. Notwithstanding any prior acceptance, Company shall have no obligation to perform under any Order if, at the time Company’s performance is due, Customer is in material breach of any obligation under the Agreement.

1.3. Unless otherwise agreed in writing, all quotations issued by Company are valid for seventy-five (75) days from the date of issuance. Any modifications in scope requested by Customer may result in an adjustment to the quoted price. Drawings, specifications, samples, or other documents or materials enclosed with any quotation remain the property of Company and shall be kept confidential, subject to Section 13.

1.4. Verbal agreements, including those made by telephone, shall have no binding effect unless and until confirmed in writing by Company.

1.5. Customer shall provide, in a timely manner, all information, specifications, approvals, access, personnel, materials, and other cooperation reasonably required for Company to perform the Services and deliver the Products. Customer shall designate a qualified contact person with decision-making authority, ensure participation in agreed project meetings, and respond promptly to Company communications. Company’s obligations under the Agreement are contingent upon such cooperation. In the event that Customer fails to provide timely and accurate cooperation or provides incomplete or incorrect information, Company may suspend performance, adjust the schedule, and seek reimbursement for any resulting damages or costs.

1.6. If Customer cancels or terminates an Order more than five (5) calendar days before the agreed performance or delivery date, Customer shall reimburse all actual labor, expenses, and other costs reasonably incurred by Company through the effective date of cancellation or termination, plus a margin of _____ percent (__%). If cancellation occurs five (5) or fewer calendar days prior to the agreed date, Customer shall pay one hundred percent (100%) of the agreed price. Customer may demonstrate that Company saved expenses or was compensated through redeployment, but in no event shall the amount payable be less than the compensation owed under the first sentence of this Section. The fixed fees above include all compensation for incurred costs, margin, and lost profit, and shall not be exceeded except in cases of cancellation for material breach with less than five (5) days’ notice.

2. Scope of Services

Unless otherwise agreed in writing, Services may include research and development, technical consulting, and the design and creation of prototypes for objects, products, or special machinery. Prototypes and other deliverables arising from the Services are considered Products. Products are not intended for series production or market readiness, and further development, commissioning, CE marking, TUEV/UL certification, or other legally required certifications remain the sole responsibility of Customer. Where development for series production or special machinery is agreed, requirements shall be as set out in the applicable specification sheet and Order confirmation.

3. Prices

3.1. All prices are net prices, Ex Works (Incoterms 2020) Company’s facility at Werner-von-Siemens-Straße 2-6, Building 5137 c, 76646 Bruchsal, Germany, and do not include costs for packaging, postage or other freight charges, insurance or taxes. Travel, accommodation, and related expenses incurred by Company in connection with on-site Services shall be charged separately.

3.2. Prices for the Services and Products shall be determined by Company’s current rates in effect at the time of performance or as otherwise set forth in a written quotation issued by Company. A price list is available on request.

3.3. Prices quoted in a currency other than United States Dollars are based on the official exchange rate on the date of the quotation. Invoicing shall reflect the exchange rate in effect on the date of Company’s confirmation of the Order.

3.4. Company may increase the price without notice to reflect any new or increased tax, duty, or other charge (excluding franchise, net income, and excess profits taxes) applicable to the performance of the Services or the delivery of the Products, whether imposed on Company directly or indirectly.

3.5. Where pricing is based on time spent, Services shall be billed at Company’s applicable daily or hourly rates. For on-site Services at Customer’s location, the minimum billing unit is four (4) hours, and any time exceeding four (4) hours in a single day shall be billed as a full day.

3.6 Where Services are performed at Customer’s request on a Saturday, Sunday, public holiday, or between 6:00 p.m. and 8:00 a.m. CET, Company may charge a surcharge of up to one hundred percent (100%) of the applicable hourly or daily rate.

4. Terms of Payment

4.1. Unless otherwise agreed in writing, Customer shall pay the full amount of each invoice within ten (10) calendar days from the date of issuance.

4.2. Company may, at any time and without notice, change or withdraw any extension of credit previously granted to Customer.

4.3. Interest shall accrue on any overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.

4.4. If Customer fails to comply with these Terms or becomes insolvent, all outstanding balances shall become immediately due and payable, and Company may cancel any unfulfilled Orders.

4.5. Customer shall have no right of set-off under this Agreement.

4.6. Customer may not assign any claims arising under this Agreement to any third party without the prior written consent of Company.

5. Performance and Delivery Terms

5.1. Except as otherwise specified in this Agreement, Products shall be sold and delivered Ex Works (Incoterms 2020) Company’s facility at Werner-von-Siemens-Straße 2-6, Building 5137 c, 76646 Bruchsal, Germany. For Services performed offsite, performance is deemed complete when Company has made the agreed deliverables or results available to Customer. Title to and risk of loss for Products pass upon delivery to a carrier at the facility.

5.2. Any agreed performance or delivery period shall commence only after clarification of the Order and all accompanying documents, including specifications or other technical information, but not prior to Company’s written acceptance of the Order. Where performance includes design, development, or other Services, all delivery and performance dates are non-binding estimates and time shall not be of the essence.

5.3. If Customer fails to timely cooperate in the performance of Services or the acceptance of Products, including failure to provide required information or access as set forth under Section 1.5, Company may suspend performance and shall be entitled to reimbursement of all resulting damages, costs, and expenses.

5.4. Any change in the scope, specifications, schedule, or other requirements requested by Customer after acceptance of an Order is subject to Company’s prior written approval. Company shall notify Customer of any resulting impact on pricing, timing, or other terms, and may require a written change order or other written confirmation before proceeding.

6. Security Interest

6.1 As security for the timely payment and performance of all Customer’s indebtedness to Company, Customer hereby grants to Lender a first priority security interest in the Products following delivery thereof to Customer (“Collateral”). Such Interest shall remain in force until payment in full of the entire purchase price for the Products and any other amounts due to the Company by Customer.

6.2 If so requested by Company, Customer shall deliver to Company, in form and substance satisfactory to Company, and duly executed as required by Company, financing statements and other security interest per­fec­tion documentation in form and substance satisfactory to Company, duly filed under the UCC in all juris­dictions as may be necessary, or in Company’s opinion, desir­able, to perfect Company’s security interest and lien in the Collateral, in order to establish, perfect, preserve and protect Company’s security interest as a legal, valid and enforceable security interest and lien, and all property or documents of title, in cases in which possession is required for the perfection of Company’s security interest.

7. Limited Warranty

7.1. Company warrants that the Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and the then-current state of the art in applicable science and technology. Company further warrants that the Products shall conform in all material respects to the specifications set forth in the applicable Order.

7.2. Customer’s sole and exclusive remedy for any breach of the foregoing warranty shall be, at Company’s discretion, (i) correction or re-performance of the non-conforming Services or (ii) repair or replacement of the non-conforming Products, or (iii) if Company determines that correction, repair, or replacement is not commercially reasonable, an equitable refund of the portion of the fees paid for the defective Services or Products. This remedy is subject to the limitations in this Agreement and constitutes Company’s entire liability for warranty claims.

7.3. Customer shall inspect all Products and deliverables promptly upon delivery or availability and shall notify Company in writing of any defects or non-conformities no later than ten (10) business days following delivery or availability. Failure to provide timely notice shall constitute a waiver of any warranty claim.

7.4. Upon notice of any alleged defect, Customer shall cooperate with Company in identifying and resolving the issue, including providing written documentation regarding the nature, timing, and circumstances of the defect, as well as any related information reasonably requested by Company, such as technical specifications, error logs, drawings, or other relevant materials.

7.5. Company shall have no liability for any defect resulting from (i) Customer’s specifications, instructions, or requirements, (ii) materials or components provided or prescribed by Customer, or (iii) the acts or omissions of other contractors or suppliers retained by or on behalf of Customer. Company shall be relieved of any warranty obligation if it previously notified Customer in writing of its concerns regarding such inputs or third-party contributions.

7.6. Company’s warranty obligations shall be void if Customer materially deviates from the development steps, testing procedures, or acceptance protocols specified in the Order or Order confirmation without Company’s prior written consent.

7.7. Company shall have no liability for defects arising from modifications, alterations, or other changes made to the deliverables or Products by Customer or third parties without Company’s prior written approval. In such cases, Customer shall bear the burden of proving that any claimed defect would have existed irrespective of such changes.

7.8. Company does not provide any warranty with respect to services rendered by third parties retained by Company at Customer’s direction or on Customer’s behalf. To the extent permitted by applicable law, Company hereby assigns to Customer any warranty or damage claims Company may have against such third parties arising from their performance.

7.9. All claims under this warranty must be brought within twelve (12) months following the completion of the Services or delivery of the Products to which the claim relates. This limitation period shall not apply to claims based on gross negligence, willful misconduct, or fraudulent concealment.

7.10 THE WARRANTY SET FORTH IN THIS SECTION 7 IS MADE IN LIEU OF ALL OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED), RIGHTS OR CONDITIONS, AND CUSTOMER ACKNOWLEDGES THAT EXCEPT FOR SUCH LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED “AS IS.” COMPANY SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE.

8. Acceptance Testing

8.1. If the Services include the design, development, or delivery of machinery, systems, or prototypes, Company may perform a factory acceptance test (“FAT”) at its facility to confirm substantial compliance with the specifications agreed in the Order. Company shall notify Customer in advance and may invite Customer to attend. The FAT shall be conducted in accordance with procedures mutually agreed by the parties or, absent such agreement, in accordance with Company’s standard testing protocols.

8.2. Upon completion of the FAT, Company shall provide a test report documenting the results. If the deliverables or Products substantially conform to the agreed specifications, the FAT shall be deemed passed and the deliverables accepted. Customer may issue a written acceptance with qualifications limited to immaterial deviations, provided that such qualifications are accompanied by a mutually agreed remediation plan.

8.3. If the deliverables or Products do not substantially conform, Company shall, at its own expense, take corrective measures and may repeat the FAT. Company shall not be responsible for delays or additional costs resulting from factors beyond its reasonable control, including but not limited to Customer-supplied materials, non-Company equipment, or on-site environmental conditions.

8.4. If the Agreement includes a site acceptance test (“SAT”) to be conducted at Customer’s facility, the SAT shall confirm whether the installed system or Products perform in accordance with the agreed specifications under actual operating conditions. Company shall prepare and provide a written SAT report upon completion.

8.5. The SAT shall be deemed passed, and the deliverables or Products accepted, upon the earliest of: (i) Customer’s written confirmation, (ii) substantial conformity with the agreed specifications as documented in the SAT report, or (iii) Customer’s use of the deliverables or Products for their intended purpose in live operations.

8.6. Customer shall not unreasonably withhold or delay acceptance based on minor non-conformities that do not materially impair functionality. If acceptance is delayed due to Customer’s failure to provide necessary access, information, or cooperation, acceptance shall be deemed to have occurred five (5) business days after Company’s written notice that the deliverables are ready for testing.

8.7. Use of the deliverables or Products by Customer, other than for agreed testing purposes, shall constitute acceptance.

9. Limitation of Liability

9.1. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, OR LOSS OF GOODWILL, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. COMPANY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO A SINGLE ORDER SHALL NOT EXCEED THE LOWER OF (i) TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD 250,000), OR (ii) THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY UNDER SUCH ORDER. NOTWITHSTANDING THE FOREGOING, COMPANY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING IN ANY CALENDAR YEAR, WHETHER UNDER ONE OR MULTIPLE ORDERS, SHALL NOT EXCEED THE LOWER OF (i) FIVE HUNDRED THOUSAND U.S. DOLLARS (USD 500,000), OR (ii) THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY IN THAT CALENDAR YEAR UNDER ALL ORDERS COMBINED.

9.3. IN JURISDICTIONS THAT LIMIT OR PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES OR THE DISCLAIMER OF CERTAIN WARRANTIES, THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Force Majeure

10.1. Neither Company nor Customer shall be liable to the other or to any third party for any failure or delay in the performance of any obligation under this Agreement, to the extent such failure or delay is due to causes beyond its reasonable control, including but not limited to natural disasters, epidemics, pandemics, acts of government, labor disputes, shortage of materials or transportation, cyberattacks, breakdowns of machinery, failure of public utilities, or similar events. The affected party shall promptly notify the other party in writing of the occurrence of any such event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

11. Intellectual Property

11.1. All rights, title, and interest in and to any intellectual property, including any inventions, designs, documentation, specifications, source code, object code, software, technical data, methods, know-how, or processes developed by Company or its personnel in connection with the performance of the Services or delivery of the Products (“Developed IP”) shall be and remain the exclusive property of Company.

11.2. All rights, title, and interest in and to any intellectual property, software, tools, materials, and technology owned or controlled by Company prior to or independently of the performance of the Order (“Background IP”) shall remain the sole property of Company. To the extent that any Background IP is necessary for the use of the Products or deliverables provided under an Order, Company grants Customer a non-exclusive, non-transferable, royalty-free license to use such Background IP solely in connection with such Products or deliverables for their intended purpose. This license shall automatically terminate without notice if Customer breaches this Agreement or the applicable Order.

11.3. Except as expressly permitted in Section 11.2, Customer shall not, and shall not permit any third party to, (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or architecture of any Products or deliverables; (ii) modify, copy, adapt, translate, or create derivative works based on any of Company’s intellectual property; or (iii) use any Developed IP or Background IP for any purpose not expressly authorized in writing by Company.

11.4. Any drawings, materials, data, or other information provided by Customer to Company shall remain Customer’s property. Customer grants to Company a non-exclusive, worldwide, royalty-free license to use, copy, and modify such materials solely for the purpose of performing the Services or fulfilling the Order. Customer represents and warrants that it has the necessary rights to grant such license and that Company’s use will not infringe any third-party rights.

11.5. All rights not expressly granted to Customer under this Section 11 are reserved by Company.

12. Indemnification

12.1. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against all third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) the Indemnifying Party’s gross negligence or willful misconduct or (ii) its material breach of this Agreement. The Indemnifying Party’s liability shall be reduced proportionally to the extent that any act or omission of the other party contributed to the loss. Prompt notice and cooperation shall be required. This Section 12 states the parties’ sole indemnification obligations under this Agreement.

13. Confidentiality

13.1. Each party (“Receiving Party”) agrees to maintain in confidence all non-public, confidential, or proprietary information disclosed by the other party (“Disclosing Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes, without limitation, technical information, product designs, development data, specifications, drawings, prototypes, business plans, customer data, and financial information.

13.2. The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall limit access to those of its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

13.3. Confidentiality obligations shall not apply to information that: (i) was already lawfully known to the Receiving Party without restriction prior to disclosure; (ii) becomes publicly available other than through breach of this Agreement; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) is disclosed to the Receiving Party by a third party lawfully entitled to make such disclosure.

13.4. If the Receiving Party is required by law or legal process to disclose any Confidential Information, it shall, to the extent permitted, give prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective relief. If disclosure is required, the Receiving Party shall disclose only that portion of the Confidential Information legally required and will use reasonable efforts to obtain confidential treatment.

13.5. Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify destruction if requested. The obligations under this Section 13 shall survive for five (5) years after the termination of this Agreement, except with respect to trade secrets, which shall be protected so long as they remain trade secrets under applicable law.

13.6. Notwithstanding the foregoing, Company shall be free to use for any purpose any general knowledge, skills, experience, or know-how acquired in the course of providing the Services, including those retained in the memory of its personnel, provided such use does not result in disclosure of Customer’s Confidential Information.

14. Miscellaneous

14.1. Any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach thereof, shall be exclusively settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English and held in New York, New York. If the amount in dispute is less than two hundred fifty thousand U.S. Dollars (USD 250,000), the matter shall be heard by a single arbitrator. If the amount is two hundred fifty thousand U.S. Dollars (USD 250,000) or more, three arbitrators shall be appointed. The arbitrators shall issue a reasoned award and may award reasonable attorneys’ fees and costs to the prevailing party. Judgment upon the award may be entered in any court of competent jurisdiction.

14.2. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.3. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the extent necessary to make it enforceable, while preserving the parties’ original intent.

14.4. Company shall be entitled to seek injunctive or equitable relief for any actual or threatened breach of its proprietary rights or Confidential Information, in addition to any other remedies available.

14.5. The parties are independent contractors. Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or fiduciary relationship.

14.6. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether oral or written. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Any amendment or waiver must be in writing and signed by both parties.