Additional terms and conditions for software of machine operating system and support
This offer includes a pre-installed operating system. The operation of the machine and its integration into the customer's IT environment are subject to the following conditions.
1. Machine operating system and use
The machine is delivered with Windows 10 IoT Enterprise LTSC (version 21H2).
This operating system is specially designed for machines and industrial equipment and is not comparable to a normal office PC.
It is intended for stable, stand-alone operation. Therefore, the following important notes apply:
Integration into a company domain not recommended
We strongly advise against integrating the machine into a company domain.
This special version of Windows is not designed for typical office IT administration. Integration can lead to malfunctions, slow operation or machine failures.
Please discuss any possible IT integration with your IT department in advance.
Restrictions on IT tools
The use of extensive IT controls such as:
Central group policies,
Monitoring and management software,
Very performance-intensive virus scanners can impair or significantly slow down the machine
Here, too, we recommend prior consultation with your IT department.
2. Support period for the operating system
Microsoft provides security and bug fixes for the installed operating system until the following dates:
- Extended support until: 13 January 2032
During this period, the system will receive security updates but no new features.
Microsoft has a page that delivers all information. (see underneath)
https://learn.microsoft.com/en-us/windows/iot/iot-enterprise/overview
3. Customer responsibility and disclaimer
After delivery of the machine, the customer is fully responsible for the operation of the operating system:
• The customer is responsible for installing the Windows updates (security and quality
updates) provided by Microsoft.
- We accept no liability for malfunctions, performance losses or failures of the HMI PCs caused by Windows updates from Microsoft.
- The customer decides on the use of virus protection and is responsible for its licensing, operation and maintenance.
- We accept no liability for problems or damage caused by IT-related changes (e.g. domain integration, IT guidelines, remote maintenance or security software).
We strongly recommend that planned IT measures be coordinated with your own IT department in advance.
4. Remote maintenance and support
Remote maintenance is carried out exclusively via TeamViewer.
The machine is delivered with TeamViewer and configured for it.
Other remote maintenance solutions are not supported and are subject to a charge, even during the warranty period.
To be able to connect with teamviewer we need connection to internet
Can be done via a 4G module
Or can be done by integrating the machine in the network of the end user
5. Update after end of support
- An update is only necessary if a new Windows update is performed on the customer's server,
whereby the relevant security settings have been changed by Windows to such an extent that a
data connection between the machine and the customer's server can no longer be established. - Programmes can then only be sent to the machine via USB stick.
- The machine can no longer be maintained online.
- An update may then include new software and hardware, depending on what is required by
Windows, and is subject to a charge. The update can be requested at:This email address is being protected from spambots. You need JavaScript enabled to view it. .
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In the beginning was an idea
On September 1st, 1946 the Master machine builder Ludwig Boschert founded our company. Very soon the small company was known for its good quality workmanship and it grew quickly. Shortly thereafter the young company was taken over by the Kunz family. Since then, contacts and friendships have been built up all over the world. As a result, our plant has grown constantly, changing from a small workshop to a large industrial production facility.
Boschert punching machines and notchers are known in sheet metal shops worldwide as machines that are built to last. In the field of safety chucks, as well, we have proven our forward-thinking ways with the many international patents we have been awarded for innovative new products. Boschert is a company with a bright future. By staying true to our heritage of innovative products we will continue the success of our past. As satisfied customers have been our incentive in the past, they remain our responsibility for the future. In todays globally competitive environment, we are combining the latest technologies with our highly skilled team of employees. By blending old world craftsmanship with new world technology we are able to develop and manufacture innovative and affordable products of the highest quality in our German plant.
With a firm understanding of what Made in Germany has historically meant, we are continually striving to deliver what our customers expect when they purchase our products that are Made in Germany.
Development
Through constant further development and introduction of new ideas and experiences, the company Boschert also has in the area of the safety chucks set standards. In Safety chucks, punching- and notching-machines area Boschert holds more then 50 company-owned patents.
The product range is rounded off by a wide range of clutches and brakes.
With the development of the Boschert automatic warehouse and the Boschert rotary punching machine, it was once again possible in the past to establish the latest state of the art in the field of winding and punching technology.
In order to be able to stand up to the competition from low-wage countries in the future, production has been and is being modernized more and more. With these measures, care was naturally taken to ensure that customer proximity is maintained even more closely and that our employees receive even more targeted training. Only in this way can common goals be identified and pursued.
It is becoming more and more important to weigh up operational goals against overall economic goals. The primary goal of the company is to keep jobs and to continue to supply products in the future that are "Made in Germany" and also deserve this title. Boschert - a company with a future - will stick to its corporate principles of bringing innovative and quality-oriented products to the market. Satisfied customers and secure jobs have been the proofs in the past and will be an incentive and obligation for the future.
Who we are
We are a small team. Titles and positions are of secondary importance for us.
Team spirit is lived every day. We pull together in the same direction.
Together we have overcome any economic crisis.
Lean production and lean management have been introduced to us before. We have always done it!
Designed and made in the Black Forest is with us 100 percent!
We produce in Germany and earn money too!
We have no perfect marketing, but great products and a good advice for our customers.
Our success is confidence in our people and not their control.
Quality is the pride of every employee and not just a corporate goal.
A machine which is supplied to the customer is at first a machine from Andy, Bernhard Steffen, etc., and only secondarily one from Boschert.
Problems with a machine our mechanics take personally
A machine is only as good as its weakest part. For this reason, we choose the parts first by the quality and then by the price.
We build machines they allow our customers to earn money. This is our top priority.
Customers are our friends and partners
Each employee is responsible for the future of Boschert.
We have employees in the second generation.
Management positions are not occupied by education but by character.
General Terms and Conditions of Sale, Delivery and Payment of Boschert GmbH & Co. KG Last updated: September 2026
A. General Terms and Conditions
1. Scope, Contracting Parties and Order of Precedence
1.1 These General Terms and Conditions of Sale, Delivery and Payment (“GTC”) apply to all offers, deliveries and services provided by Boschert GmbH & Co. KG (“Boschert”) in its business dealings with traders within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Customer”). They do not apply to consumers.
1.2 The GTC apply in particular to the supply of machinery, plant, components and spare parts; to customer-specific designs and prototypes; to assembly, commissioning, training, maintenance and support services; and to the provision of software, firmware, operating systems, control software and documentation.
1.3 These General Terms and Conditions apply exclusively. Any conflicting, deviating or supplementary terms and conditions of the Customer shall only form part of the contract if Boschert has expressly agreed to their validity. The unconditional performance of a delivery or service whilst aware of such terms and conditions shall not be deemed to constitute consent.
1.4 Individual agreements and details set out in the order confirmation take precedence over these General Terms and Conditions. Thereafter, project-specific service descriptions, technical specifications, drawings, requirements specifications, timetables and other contract annexes expressly incorporated shall apply. In the event of contradictions within documents of equal rank, the most recent version confirmed by both parties shall apply.
1.5 The General Terms and Conditions, in the version incorporated at the time the contract is concluded, shall also apply to future transactions of a similar nature within the framework of an ongoing business relationship, provided that Boschert draws attention to their applicability at the time the relevant contract is concluded or the parties have entered into a corresponding framework agreement.
2. Quotations, Conclusion of Contracts and Contractual Documents
2.1 Quotations from Boschert are subject to change unless they are expressly designated as binding. A contract is concluded upon Boschert’s written or text-based order confirmation, upon the signing of an individual contract, or upon the performance of the delivery or service.
2.2 Cost estimates, calculations, drawings, illustrations, and details of dimensions, weights, performance and consumption, as well as other technical specifications, are only binding if they have been expressly agreed to be binding. Deviations customary in the industry and those that are technically unavoidable remain permissible, provided they do not impair the agreed use or reasonableness for the customer.
2.3 Information regarding possible applications, productivity, cycle times, output, consumption, accuracy or other performance values presupposes the operating, material, environmental and cooperation conditions described in the quotation or in the technical documentation. Boschert shall only assume guarantees, warranties of quality or procurement risks by means of an express agreement designated as such
2.4 Boschert reserves all rights of ownership, copyright and other intellectual property rights in respect of quotations, cost estimates, drawings, programmes, models, samples, technical documentation and other know-how. The documents may not be reproduced, made available to third parties or used for purposes other than those specified in the contract without prior consent. Upon request, they must be returned or deleted, provided that this does not conflict with any statutory retention obligations.
2.5 The customer shall immediately check the order confirmation and any technical documents provided to them for approval to ensure they are complete and correct, and shall notify Boschert immediately of any apparent discrepancies. Approval shall not release Boschert from its responsibility for performance in accordance with the contract, provided that the circumstances in question do not arise from the customer’s sphere of influence or specifications.
3. Customised designs, prototypes and modifications
3.1 In the case of customised machinery, plant, special designs and prototypes, the expressly agreed requirements, technical specifications, samples, test materials and acceptance criteria shall prevail. Where requirements have not been specified, Boschert is obliged to provide a design suitable for the agreed purpose in accordance with the state of the art at the time the contract was concluded, but is not obliged to achieve any further success merely expected by the customer.
3.2 The customer warrants that its specifications, data, drawings, samples, materials and other items provided are complete, correct, suitable and free from any third-party rights.
3.3 Any requests for changes made by the customer after the conclusion of the contract must be reviewed and confirmed by Boschert. Boschert shall inform the customer of the anticipated effects on remuneration, deadlines, technical design and other contractual terms. The change shall only become binding once the parties have reached agreement on these effects. 3.4 Additional costs arising from subsequent changes requested by the customer, incorrect or late information, unsuitable materials supplied by the customer, or changes to the site conditions shall be invoiced by mutual agreement; in the absence of such an agreement, they shall be invoiced in accordance with Boschert’s standard rates. Where possible, a supplementary quotation shall be drawn up prior to commencement of work.
3.5 In the case of prototypes, development risks, outstanding performance parameters, test programmes and acceptance criteria shall be specified on a project-by-project basis in a separate agreement or technical annex.
4. Customer’s cooperation, approvals and site requirements
4.1 The customer shall provide, in good time and free of charge, all cooperation necessary for the proper and timely performance of the service. This includes, in particular, the provision of complete technical data, drawings, workpieces, inspection and test materials, media, interface information, contact persons and necessary decisions.
4.2 Where installation, commissioning, testing or acceptance at the site of use are required, the customer shall provide, in good time, in particular suitable access routes, foundations, installation areas, lifting and transport facilities, energy and utility connections, lighting, health and safety measures, and safe working and access conditions. The specific requirements are to be defined on a project-by-project basis.
4.3 The customer shall obtain the official authorisations, permits and approvals for which it is responsible and shall fulfil the operator obligations applicable at the site of use. Boschert shall only obtain those authorisations and certificates whose procurement has been expressly agreed as a service to be provided by Boschert.
4.4 The customer shall appoint competent contact persons with decision-making authority and shall ensure that any third parties engaged by the customer – in particular sales partners, operators, IT service providers, installation or service companies – provide the necessary cooperation.
4.5 If the customer fails to fulfil an obligation to cooperate, or does so only partially or not in a timely manner, the relevant deadlines shall be extended accordingly. Boschert may claim compensation for any proven additional costs incurred as a result. Any further statutory rights remain unaffected.
5. Delivery and performance deadlines, partial performance
5.1 Delivery and performance deadlines are only binding if they have been expressly agreed as such. A deadline shall not commence until all technical and commercial issues have been clarified, any agreed advance payments or security have been provided, and the documents, approvals, materials and cooperation required from the customer have been provided in full.
5.2 Subsequent changes to the scope of services, delayed cooperation or other delays caused by the customer shall result in a reasonable adjustment to the deadlines and schedules.
5.3 The delivery period shall be deemed to have been met if, by the time it expires, notification of readiness for dispatch has been given or the goods have been dispatched or made available for collection. As far as assembly, commissioning or acceptance is required, the date expressly agreed for this service shall be decisive.
5.4 Partial deliveries and partial performance are permitted provided that they can be used independently by the customer within the scope of the purpose of the contract, the delivery of the remaining services is guaranteed, and this does not result in any significant additional effort or costs for the customer.
5.5 Boschert is entitled to have services performed by qualified subcontractors or distribution partners. Boschert remains responsible for the fulfilment of its own contractual obligations.
5.6 Boschert’s obligation to deliver is subject to timely and correct supply by Boschert’s own suppliers, unless Boschert is responsible for the incorrect, delayed or non-occurrence of such supply. Insofar as Boschert is not responsible for the incorrect, delayed or non-delivery by its own suppliers, Boschert shall not be in default and shall be entitled – insofar as the supply from its own suppliers does not take place within a reasonable period or does not take place at all – to withdraw from the contract.
6. Force majeure and other obstacles to performance for which Boschert is not responsible
6.1 Events of force majeure and other events that were unforeseeable at the time the contract was concluded, for which Boschert is not responsible and which cannot be averted by reasonable means, in particular natural disasters, war, terrorism, government measures, embargoes, industrial action, epidemics or pandemics, significant operational, transport, energy or telecommunications disruptions, as well as cyber-attacks, shall extend the affected deadlines by the duration of the hindrance plus a reasonable restart period.
6.2 This shall also apply in the event of such occurrences affecting upstream suppliers or subcontractors, provided that Boschert cannot otherwise procure the service with reasonable effort and the third party has been selected with due care.
6.3 Boschert shall inform the customer without delay of the commencement, expected duration and end of the hindrance. If the hindrance lasts for more than three months, or if the performance of the contract is permanently impossible or unreasonable, either party may withdraw from the contract in respect of the part not yet fulfilled. Services already rendered shall be invoiced in accordance with the contract. Statutory rights remain unaffected.
7. Limitation of liability in the event of a delay in delivery
7.1 The occurrence of a delay shall be determined in accordance with the statutory provisions. Unless a specific date has been agreed, a reminder from the customer is required.
7.2 In the event of a delay in delivery, Boschert’s liability in cases of simple negligence shall be limited to 0.5 per cent per full week of delay, but in total to a maximum of 5 per cent of the invoice amount for the part of the delivery affected by the delay. The customer reserves the right to prove that the foreseeable damage typical of the contract resulting from the delay is higher; in this case, the limitation of liability set out in clause 17.3 shall apply. The customer shall inform Boschert, at the latest upon conclusion of the contract, of any contractual penalties applicable to its own customers or purchasers.
7.3 Withdrawal from the contract and compensation in lieu of performance require the customer to set a reasonable deadline for performance or subsequent performance, provided that setting such a deadline is not dispensable under the law. In the case of partial performance, these rights are generally limited to the affected part of the performance, provided that it is reasonable for the customer to continue with the remainder of the contract.
8. Dispatch, packaging and transfer of risk
8.1 Unless otherwise agreed, deliveries shall be made on an FCA Boschert factory basis in accordance with Incoterms® 2020, or from the place of dispatch specified in the order confirmation.
8.2 In the case of deliveries without installation, the risk passes to the customer upon handover to the carrier, freight forwarder or any other third party designated for dispatch. If dispatch or acceptance is delayed for reasons attributable to the customer, the risk passes upon notification that the goods are ready for dispatch or acceptance.
8.3 Where Boschert is responsible for assembly or commissioning at the place of use and the service is subject to acceptance, the risk passes upon acceptance. This applies separately to partial services that were previously usable independently and have been accepted.
8.4 Unless otherwise agreed, Boschert shall determine the method of dispatch, route of transport and packaging at its reasonable discretion. Transport insurance shall only be taken out at the customer’s request and expense.
8.5 Boschert accepts packaging generated in Germany, for which there is no obligation to participate in a recycling scheme under the Packaging Act, at its own business premises during normal business hours, in order to ensure it is properly recycled or disposed of in accordance with the principles of the circular economy. The customer shall bear the costs of the return. The packaging must be completely empty, free from contaminants not attributable to the packaged product and which significantly impede recycling, and returned sorted by type. Otherwise, Boschert is entitled to claim the additional costs incurred during recycling or disposal.
9. Installation, Commissioning and Acceptance
9.1 The scope, location, prerequisites and remuneration for installation, commissioning, trial operation, performance tests and training are set out in the order confirmation and the annexes to the contract.
9.2 Where the service is to be accepted by virtue of its nature or as agreed, Boschert shall notify the customer that it is ready for acceptance. The customer shall accept the service within a reasonable period specified in the project plan or set by Boschert, provided there are no material defects.
9.3 Minor defects do not entitle the customer to refuse acceptance; they must be recorded in the acceptance report and rectified within a reasonable period.
9.4 Acceptance shall be deemed to have taken place if, following completion, Boschert has set the customer a reasonable period for acceptance and the customer does not refuse acceptance within that period, specifying at least one defect.
9.5 The customer’s productive use of the service may be deemed to constitute acceptance if Boschert has previously notified the customer that the service is ready for acceptance and has granted the customer a reasonable period for inspection, unless such use is clearly for test purposes only or is subject to an express reservation.9.6 Partial acceptance may be agreed for self-contained and independently verifiable parts of the service. The results of the acceptance, outstanding issues and reservations shall be documented in an acceptance report signed by both parties.
10. Prices, supplementary agreements and price adjustments
10.1 Prices are quoted net, plus statutory value added tax and, unless expressly included, plus packaging, transport, insurance, customs duties, levies, assembly, travel, accommodation and other ancillary costs.
10.2 The agreed remuneration applies to the agreed scope of services and the terms and conditions in force at the time the contract was concluded. Additional or amended services shall be remunerated on the basis of a supplementary quotation. If it is not possible to agree on a price in advance for urgent reasons attributable to the customer, invoicing shall be based on the agreed rates; otherwise, on the standard rates and the proven expenditure.
10.3 In the case of contracts with an agreed delivery or performance period of more than two months, Boschert may pass on any increases in the costs of materials, energy, wages, transport, customs duties or levies occurring after the conclusion of the contract, which were unforeseeable at the time of conclusion and for which Boschert is not responsible, to the extent that they increase the cost of the specific service. Any cost reductions shall be set off against such increases. Upon request, Boschert shall provide a clear explanation of the basis and extent of the calculation.
10.4 If a price adjustment pursuant to paragraph 3 exceeds a total of 5 per cent of the originally agreed net contract price, the customer may terminate or withdraw from the part of the contract that has not yet been performed within two weeks of receiving the notification, provided that the adjustment is unreasonable for the customer. Boschert may revoke the adjustment until the notice is received.
10.5 For framework, call-off and long-term service contracts, price adjustment mechanisms shall be agreed on a project-by-project basis.
11. Payment, Default, Set-off and Retention
11.1 The payment schedule, due date and method of payment are set out in the order confirmation. In the absence of any agreement, invoices are payable without deduction within 14 calendar days of receipt.
11.2 Payments shall only be deemed to have been made once they have been definitively credited to the account specified by Boschert. Cash discounts shall only be granted if expressly agreed.
11.3 In the event of late payment, the statutory consequences of default shall apply. Following the setting of a reasonable deadline which has passed without result, Boschert may withhold further services until the payment due has been made.
11.4 The customer may only set off claims that are undisputed, have been legally established, or arise from the same contractual relationship and are ready for a decision. The customer may only exercise a right of retention on the basis of counter-claims arising from the same contractual relationship. Mandatory statutory rights remain unaffected.
11.5 If, after the conclusion of the contract, circumstances come to light which give rise to reasonable doubts as to the Customer’s ability to pay and jeopardise the claim for remuneration, Boschert may, in accordance with statutory provisions, demand appropriate security or advance payment and may withhold its own performance until such security or advance payment has been provided. Statutory rights of termination and withdrawal remain unaffected.
12. Retention of title
12.1 Boschert retains title to the goods delivered until full payment has been made of all claims arising from the relevant contract and any ongoing business relationship (‘goods subject to retention of title’). Notwithstanding the above provisions, title to goods paid for in advance shall pass to the customer upon delivery.
12.2 The customer shall treat the goods subject to retention of title with due care, insure them adequately at their own expense against customary risks and provide evidence of such insurance cover upon request. They shall carry out maintenance and inspection work in a timely manner.
12.3 The customer may resell goods subject to retention of title in the ordinary course of business. As security, the customer hereby assigns to Boschert, with immediate effect, the claims arising from such resale in the amount of the invoice value of the goods subject to retention of title; Boschert accepts this assignment. The customer remains authorised to collect these claims until such authorisation is revoked. Boschert shall revoke the authorisation to collect claims only where there is a legitimate interest in securing its rights, in particular in the event of default in payment or a significant deterioration in the customer’s financial position.
12.4 Any processing, combination or mixing shall be carried out on behalf of Boschert as the manufacturer, without imposing any obligation on Boschert. If Boschert’s title expires, Boschert shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the value of the other processed items at the time of processing. If the customer’s item is to be regarded as the principal item, the customer shall transfer proportionate co-ownership to Boschert.
12.5 Pledging or transfer of ownership by way of security of the goods subject to retention of title is not permitted. In the event of any intervention by third parties, the customer shall inform Boschert without delay and assist Boschert in safeguarding its rights.
12.6 In the event of a breach of contract, in particular default in payment, Boschert may, following the fruitless expiry of a reasonable period in accordance with statutory provisions, withdraw from the contract and demand the return of the goods subject to retention of title. The demand for return alone shall not be deemed a withdrawal from the contract.
12.7 If the realisable value of the security exceeds the secured claims by more than 10 per cent, Boschert shall, upon request, release security of its own choosing.
12.8 Insofar as the law of the country in which the goods are situated does not recognise, or recognises only to a limited extent, a retention of title or a prior assignment, the security permitted under that law which is as economically equivalent as possible shall apply. The customer shall cooperate in taking any necessary measures.
13. Obligations to inspect and give notice of defects
13.1 If the contract constitutes a commercial transaction for both parties, the statutory obligations to inspect and give notice of defects shall apply, in particular Section 377 of the German Commercial Code (HGB).
13.2 The customer shall inspect deliveries immediately upon receipt for correctness, quantity, transport damage and apparent defects, and shall report such defects without delay in writing, providing a clear description. Hidden defects must be reported immediately upon discovery.
13.3 In the case of services subject to acceptance, apparent defects must be checked and recorded as part of the acceptance process. Rights arising from defects known at the time of acceptance shall only be retained if the customer reserves such rights in the acceptance report.
13.4 The customer shall enable Boschert to investigate the defect and shall provide the necessary information, reports, machine data, test materials and access. Any alterations to the item subject to complaint that make it more difficult to determine the cause shall be refrained from until the investigation has been carried out, insofar as this is reasonable for the customer.
14. Rights in respect of defects and subsequent performance
14.1 The goods shall be deemed to be in conformity with the contract if, at the time of the passing of risk or acceptance, they possess the agreed quality and are fit for the purpose specified in the contract. Boschert shall not be liable for designs, materials, interfaces or items supplied by the customer, insofar as a defect is attributable to these.
14.2 In the event of defects, the customer is entitled to the statutory rights in accordance with the following provisions.
14.3 Boschert may choose the method of subsequent performance, unless the method chosen by the customer is, in the specific case, the one required by law. Boschert shall bear the necessary costs of subsequent performance in accordance with statutory provisions. Boschert may refuse to bear disproportionate costs in accordance with the law.
14.4 The customer shall make the defective item available at the location where it is situated for the purposes of subsequent performance and shall grant the necessary access. Removal, installation, dismantling, transport or access shall be agreed upon.
14.5 If the remedy fails, is unreasonable or is justifiably refused, the customer may claim a reduction in price or withdraw from the contract in accordance with the statutory requirements. There is no right of withdrawal in the case of a minor defect.
14.6 In particular, no claims for defects shall arise in the event of normal wear and tear, unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, failure to observe the documentation, unsuitable operating materials, faulty customer-side interfaces, unauthorised modifications or interventions not approved by Boschert, insofar as the defect is attributable to any of these.
14.7 Characteristics of prototypes, pilot plants or customer-specific developments which are designated as not yet fully tested and described in relation to a specific project shall only constitute a defect if the agreed requirements or acceptance criteria are not met.
15. Limitation period
15.1 To the extent permitted by law, claims for defects shall be time-barred twelve months after delivery; in the case of services subject to acceptance, twelve months after acceptance.
15.2 This shortened limitation period shall not apply to claims arising from wilful misconduct or gross negligence, from injury to life, bodily injury or damage to health, due to fraudulent concealment of a defect, arising from an expressly assumed guarantee, under the Product Liability Act, or in cases where the law mandatorily provides for longer time limits, in particular in respect of buildings or items which, in accordance with their normal intended use, were used in a building and caused its defectiveness.
15.3 The liability provisions in Clause 17 shall apply to claims for damages arising from defects.
16. Third-party intellectual property rights and legal defects
16.1 Boschert warrants that the use, in accordance with the contract, of the service developed by Boschert itself within the agreed territory of use does not infringe any third-party rights.
16.2 Should a third party assert any claims, the customer shall inform Boschert without delay; Boschert shall, insofar as legally possible, take charge of the defence and shall not enter into any admissions or settlements without Boschert’s consent. Boschert shall, at its own discretion and at its own expense, either secure a licence, modify or replace the service in such a way that no rights are infringed, or – if this is not possible on reasonable terms – withdraw the relevant part of the service and refund the remuneration paid for it, less a reasonable value for use.
16.3 No claims shall arise where the infringement is attributable to the customer’s specifications, an unintended combination, use not in accordance with the contract, or a modification by the customer or a third party, and Boschert is not responsible for this.
16.4 The customer shall indemnify Boschert against any claims by third parties arising from the customer’s specifications, documents, data, trademarks, programmes or other materials provided by the customer, provided that the customer is responsible for the infringement.
17. General Liability
17.1 Boschert shall be liable in accordance with the statutory provisions, unless otherwise specified below.
17.2 Boschert shall be liable without limitation in cases of wilful misconduct and gross negligence, for culpable injury to life, limb or health, under the Product Liability Act, in the event of fraudulent concealment of a defect, and in respect of guarantees expressly given.
17.3 In the event of a breach of a material contractual obligation due to slight negligence, Boschert shall be liable for compensation for the damage typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely.
17.4 Furthermore, liability for slight negligence is excluded.
17.5 The above limitations shall also apply in favour of Boschert’s organs, legal representatives, employees, distribution partners, subcontractors and other vicarious agents, insofar as they are not directly liable on an independent legal basis.
17.6 In the event of data loss, liability for slight negligence within the scope of paragraphs 2 to 4 is limited to the cost of recovery that would have been incurred had the customer carried out proper, regular data backups appropriate to the risk.
18. Confidentiality
18.1 The Customer shall treat as confidential all commercial, technical and operational information from Boschert to which it gains access in connection with the Contract, whether marked as confidential or recognisably confidential by its nature, and shall use such information solely for the purposes of the Contract.
18.2 This obligation shall not apply to information which is demonstrably in the public domain or which becomes known without any breach of the Contract, or which was already lawfully known to the Customer, lawfully obtained from third parties or developed independently.
18.3 Statutory disclosure obligations remain unaffected. Where legally permissible, Boschert must be informed in advance.
18.4 This obligation shall continue for five years after the end of the contract; trade secrets must be protected for as long as they constitute trade secrets within the meaning of the law. Any further project-specific confidentiality agreements shall take precedence.
B. Software Terms and Conditions
19. Scope of Application and Scope of Services
19.1 These Software Terms and Conditions shall apply in addition where Boschert provides software, firmware, operating systems, control software, application programmes, updates, configuration data or electronic documentation in connection with machinery, plant or other services (‘Software’).
19.2 The type, version, scope of functions, system requirements, interfaces, documentation and, where applicable, the term of use are set out in the order confirmation and the technical annexes. Functions, compatibilities, availability or support services not expressly agreed are not to be provided.
19.3 Where software from third parties is used, in particular operating system, control, remote maintenance or other standard software, the licence and terms of use of the respective rights holder, which are effectively incorporated, shall apply in addition. Boschert shall draw the Customer’s attention to such terms and make them available to the Customer, where available and necessary for use, prior to the conclusion of the contract or prior to activation.
19.4 Microsoft, Schneider Electric, TeamViewer and other manufacturers or suppliers are independent third parties. Boschert gives no guarantee as to the continued availability of their products, compatibility, support policies or unchanged licence models. Boschert’s own contractual obligations remain unaffected.
20. Rights of Use
20.1 Unless otherwise agreed, the Customer shall be granted a simple, non-exclusive, perpetual right of use in respect of the software provided by Boschert, limited to the operation, handling, maintenance and intended use of the specific machine or system supplied at the place of use specified in the contract.
20.2 In the case of software provided on a temporary basis, or test, demo, hire or subscription software, the right of use shall apply only for the agreed duration and for the agreed purpose.
20.3 The Customer may – provided this is permitted under the terms of use of the respective rights holder – create backup copies to the extent permitted by law and required for operational purposes. Copyright, licence and intellectual property rights notices must not be removed or changed.
20.4 Reproduction, adaptation, translation, decompilation, reverse engineering and other interventions are only permitted insofar as they are contractually authorised or expressly permitted by law. Mandatory statutory rights, in particular those relating to the achievement of interoperability or the correction of errors, remain unaffected.
20.5 Transfer to third parties is only permitted in conjunction with the machine or plant and only upon complete cessation of the purchaser’s own use, provided that this does not conflict with any third-party rights or differing licence conditions. The purchaser must be made aware of the applicable terms of use. Separate letting, sub-licensing or use for other machines or plants requires Boschert’s consent.
20.6 Insofar as individual programmes, source codes, development tools, passwords or interface descriptions are not expressly designated as a component of the services to be provided, there shall be no entitlement to their handover.
21. Third-party software and open-source software
21.1 Third-party software is subject to the rights and restrictions of the respective rights holder. In the event of any conflict, any mandatory or overriding terms of use relating to the third-party software shall take precedence over these software terms and conditions.
21.2 Open-source software may form part of the service. It is subject to the relevant open-source licence terms. Boschert shall provide the necessary licence information on request.
21.3 The customer may use open-source components within the scope of the relevant licence. This does not confer any further rights to proprietary components of Boschert.
21.4 The customer shall inform Boschert in advance if they intend to integrate their own or third-party software into the machine or system, or to connect it to the machine or system, insofar as this may affect safety, functionality, warranty or licensing status.
22. The Customer’s IT infrastructure and IT security
22.1 The Customer is responsible for the IT infrastructure, network connections, internet access, user accounts, access rights, passwords, data backup, and protection against viruses and malware that it provides, as well as for the secure administration of its systems.
22.2 The Customer shall securely integrate the machine or system into its IT environment in accordance with the state of the art and Boschert’s technical specifications. Where objectively necessary for remote maintenance or risk mitigation, and where provided for in the technical documentation, the machine or system must be separated from the Customer’s general network and domain network by means of appropriate segmentation, firewalls, access controls or a separate network.
22.3 Accounts and authorisations must be set up in accordance with the principle of the minimum necessary rights. Default passwords must be changed upon commissioning; passwords and other authentication credentials must be kept confidential and updated regularly and as and when necessary.
22.4 The customer shall create regular backups of their production, machine and personal data, commensurate with the risk, and shall verify that these can be restored. A current backup must be created prior to any maintenance, update or configuration work.
22.5 The customer shall inform Boschert immediately of any security incidents, malware, unauthorised access or significant changes to the IT environment that come to their attention, insofar as these may affect the machine, the software or remote access.
22.6 Where the Customer’s security, domain, encryption, anti-virus, monitoring or update tools may impair functionality or maintainability, the Customer shall coordinate their use with Boschert in advance. Boschert shall not unreasonably withhold approval where there are technical grounds for doing so.
22.7 If agreed or objectively necessary IT requirements are not met, Boschert may suspend the affected services until secure conditions are established. Any additional work caused by the customer shall be invoiced at the agreed, standard rates of remuneration.
23. Remote maintenance and remote access
23.1 Remote maintenance shall only take place if it has been contractually agreed or, in individual cases, requested by the customer and is technically feasible. TeamViewer or a comparable, project-specific remote maintenance tool may be used for this purpose.
23.2 Any remote access shall, as a general rule, require prior authorisation by an authorised contact person at the customer’s organisation. Permanent or unsupervised access may only be set up on the basis of a separate agreement which specifies the purpose, authorised users, authentication, logging, time windows, revocation and technical safeguards.
23.3 The Customer shall ensure that the necessary data backups are in place before access is authorised, that affected employees and third parties are lawfully involved, and that remote access does not permit unauthorised access to other systems or data.
23.4 The Customer may terminate or revoke remote access at any time. Insofar as this prevents the performance of any owed fault rectification or support services, deadlines shall be extended accordingly; any additional costs incurred as a result may be charged if Boschert is not responsible for the cause.
23.5 In the event of specific security concerns, both parties may immediately suspend remote access. They shall agree on the next steps and, where applicable, alternative support measures without delay.
24. Updates, Upgrades, Support and Manufacturer Changes
24.1 Support, maintenance, response and recovery times shall only apply insofar as they have been agreed in writing in a separate service or maintenance contract or in the order confirmation.
24.2 Boschert may provide updates or configuration changes for the purpose of rectifying faults, maintaining IT security or ensuring functionality. The customer shall install updates within a reasonable period of time, following verification and in accordance with the technical instructions.
24.3 For third-party software, the availability, content and duration of updates and manufacturer support are determined by the respective third-party provider. The expiry or modification of third-party support does not in itself constitute a defect in Boschert’s performance, provided that Boschert has not promised a specific support period or ongoing compatibility.
24.4 If, despite specific notification, the customer fails to install a reasonable, security-related update or alters the system configuration contrary to the specifications, Boschert shall not be liable for any malfunctions or damage resulting therefrom, provided that Boschert is not otherwise responsible for such malfunctions or damage.
25. Software defects and rectification
25.1 A software defect exists if, at the time of the passing of risk or acceptance, the software does not possess the agreed quality or functionality and the deviation impairs its agreed use to more than a negligible extent.
25.2 The customer shall report faults in a clear and comprehensible manner and provide the information necessary to reproduce them, in particular error messages, logs, steps taken, the system environment and the effects. The customer shall assist Boschert to a reasonable extent with the analysis and rectification of faults.
25.3 Boschert may, at its discretion, remedy software defects by rectifying the fault, providing a patch, an update, a workaround or a replacement delivery, provided that the chosen measure is reasonable for the customer and restores the agreed functionality.
25.4 No defect shall be deemed to exist where a malfunction is attributable to unauthorised modifications, unsuitable customer systems, third-party software, malware, missing updates, incorrect operation, inadequate data backup, breach of IT security requirements or other circumstances within the customer’s sphere of control.
25.5 If, following an investigation, it transpires that there is no defect for which Boschert is responsible, Boschert may charge for the necessary testing and support costs in accordance with the agreed, standard rates of remuneration, provided that the customer could have ascertained, through a reasonable investigation, that the cause lies outside Boschert’s sphere of responsibility.
26. Data Protection in Connection with Remote Maintenance and Support
26.1 The parties shall comply with the applicable data protection regulations. Each party is responsible for the lawfulness of the processing of personal data carried out within its area of responsibility.
26.2 The customer shall ensure that, in the context of remote maintenance and support, Boschert can only access the data necessary for this purpose. Where possible, data must be minimised, test data used, and unnecessary data areas – particularly with regard to personal data – technically shielded.
26.3 The Customer shall inform Boschert prior to any access to personal data – where such data cannot be shielded – of any confidentiality obligations or other enhanced protection requirements, and shall take the necessary technical and organisational precautions.
27. Division of Responsibility and Liability for Software and IT
27.1 Boschert is responsible for the provision of the software it is obliged to supply in accordance with the contract and, where agreed, for its integration. The customer is responsible for the operation, administration and security of its IT environment, as well as for compliance with the system requirements communicated to it.
27.2 Boschert shall not be liable for disruptions arising from failures or changes to telecommunications networks, cloud, platform or third-party services, the customer’s IT systems, unauthorised third-party software or other circumstances beyond its control, provided that Boschert is not at fault in relation to selection, integration, advice or any other matter.
27.3 Clause 17 applies to damage caused by software or IT issues. Mandatory statutory rights and claims remain unaffected.
C. Final Provisions
28. Place of performance, place of jurisdiction and governing law
28.1 The place of performance for deliveries shall be the place of delivery or performance agreed in the order confirmation; in the absence of such an agreement, it shall be Boschert’s registered office. The place of performance for payments shall be Boschert’s registered office.
28.2 If the customer is a trader, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be Boschert’s registered office in Lörrach, Germany. Boschert shall remain entitled to bring proceedings against the customer at the customer’s general place of jurisdiction or at any other place of jurisdiction provided for by law. Mandatory exclusive places of jurisdiction remain unaffected.
28.3 The law of the Federal Republic of Germany shall apply, to the exclusion of conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
29. Export controls and legal impediments to performance
29.1 Performance of the contract is subject to the proviso that it is not precluded by any applicable national, EU or other binding provisions of foreign trade, export control or sanctions law.
29.2 The customer is responsible for obtaining all necessary authorisations for delivery to the country of destination. Where the parties have agreed in writing in a specific case that Boschert is to obtain an authorisation, the customer shall provide Boschert in good time with all necessary information regarding the end-user, the country of destination, the intended use and the supply chain, and shall notify Boschert of any changes. Where, despite a properly submitted application, a required authorisation is not granted, is granted only late or is granted subject to unreasonable conditions, and Boschert is not at fault, deadlines shall be extended accordingly. If the service is permanently prohibited or impossible, the statutory rights shall apply; claims for damages shall arise only in accordance with Clause 17.
30. Final Provisions
30.1 Legally relevant declarations and notifications by the customer, in particular the setting of time limits, notices of defects, withdrawal, termination or reduction of the price, shall be made at least in writing. Statutory formal requirements and individual agreements remain unaffected.
30.2 Should any provision of these General Terms and Conditions be or become invalid in whole or in part, the remaining provisions shall remain valid. The invalid provision shall be replaced by the relevant statutory provisions.
30.3 Any assignment of the Customer’s material rights or obligations under the contract requires the prior consent of Boschert; such consent must not be unreasonably withheld. The Customer’s monetary claims remain transferable to the extent required by law.
30.4 The contract language and the binding language version shall be determined on a project-by-project basis. Where a translation is used, it should be agreed which language version shall prevail in the event of a dispute.
