General Terms and Conditions (GTC) for engineering services in the fields of product safety and the authorisation of rail vehicles, to be provided by ROBOFLEET GmbH.

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The following GTC shall apply from 1 September 2026.

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01 | Scope of application

These General Terms and Conditions govern the contractual relationship between ROBOFLEET GmbH (hereinafter referred to as the “Contractor”) and its customers (hereinafter referred to as the “Client”) in connection with the provision of engineering services for product safety and the authorisation of rail vehicles, and apply to all current and future contracts.

Any deviating, conflicting or supplementary general terms and conditions of the Client shall only apply if the Contractor has expressly agreed to their validity in writing. Such consent is also required if the Contractor provides its services without reservation whilst being aware of the Client’s conflicting general terms and conditions.

The Contractor reserves the right to withdraw from the contract if the Client objects to our General Terms and Conditions. In such case, the Client’s claims are excluded.

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02 | Subject Matter of the Contract and Services

As the contractor, our company, ROBOFLEET GmbH, provides engineering services in the fields of product safety and certification for a wide range of rail vehicles. Further information on our comprehensive range of services is available on our website at www.robofleet.de. Our quotations are subject to change and are subject to our ability to supply.

A valid contract is formed when the Contractor accepts the Client’s quotation in writing or confirms its own quotation in writing. Any amendments or additions must be in writing and signed by authorised representatives of both contracting parties to be valid. Verbal agreements are only binding if they are confirmed in writing.

The Contractor is obliged to provide the contractually agreed engineering services in accordance with the recognised state of the art and applicable at the time the order is placed.

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03 | Client’s Duty to Cooperate

The Client is obliged to cooperate appropriately whilst the Contractor is performing the services.

The Client shall provide the Contractor with all information, data and documents relevant to the contract in English or German, unless otherwise agreed. Where necessary, the Client shall provide the Contractor with the necessary access data and authorisations to ensure optimal workflows.

To the extent necessary, the Client shall inform the Contractor of the processes implemented at the Client’s premises for project, quality, configuration, change, requirements, documentation, security and regulatory management.

The Client shall obtain and provide all necessary regulatory approvals, civil law consents or authorisations.

The Client is obliged, in its own interest, to fulfil its obligations to cooperate in a timely manner and may not demand any remuneration for this. In the event of the Client’s failure to comply with or delay in fulfilling its obligations to cooperate, the Contractor reserves the right to provide the agreed services at a later date accordingly.

The Contractor also reserves the right, following repeated requests and after the expiry of a reasonable period, to temporarily suspend the provision of the contractually agreed services and to resume them at its own discretion. Any other claims and rights of the Contractor remain unaffected.

If the Contractor performs its contractually agreed services on the Client’s premises, the Client shall provide suitably equipped office space, the necessary infrastructure (e.g. internet access) and access to its relevant facilities, without this incurring any costs for the Contractor.

The Client is obliged to allow the Contractor a reasonable period of time and opportunity to review the services provided and, where necessary, to make corrections. Only in urgent cases where operational safety may be at risk or there is a threat of disproportionately high damage, or if the Contractor is significantly in default with the rectification of the defect, is the Client entitled to rectify the defect itself or to commission third parties to rectify the defect and to demand reimbursement of the costs incurred thereby from the Contractor. In such cases, the Contractor must be informed by the Client without delay.

The Client bears sole responsibility for the security of data relating to the contract with the Contractor. The Contractor accepts no liability for any accidental loss of data resulting from the services provided by the Contractor.

 

04 | Remuneration and Terms of Payment

The remuneration for our engineering services corresponds to the quotation agreed in writing between the Client and the Contractor; individual detailed services are itemised in the Contractor’s invoices.

All prices are net prices in euros, plus the statutory value added tax applicable at the time of invoicing, in accordance with the applicable EU regulations governing the calculation and payment of value added tax.

With Clients outside the European Union (EU), currencies other than the Euro may be contractually agreed for the settlement of the contractor’s invoices, as well as provisions regarding the exchange rate and associated fees.

Non-cash payments shall be made within the payment period to the contractor’s bank account specified in the concluded contract. The payment term is 14 calendar days from the date of invoicing without deduction, unless other project-specific arrangements have been contractually agreed.

For long-term projects, the Contractor’s invoices are issued monthly and sent digitally by email to the Client’s email address(es). The Client shall bear all costs, charges and the risk associated with the transfer of the invoice amount stated in the Contractor’s invoice.

The Contractor is entitled to issue partial invoices to the Client and to request instalment payments and interest-free advance payments.

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05 | Due dates and Deadlines

Binding due dates and deadlines for the provision of services must be expressly identified as such in the valid contract.

In the event of delays of any kind, the Contractor shall inform the Client in writing and propose new, reasonable deadlines.

The Contractor shall not be liable for the partial or complete non-performance of the contracted scope of work due to circumstances of force majeure (e.g. natural disasters, fire damage, strikes, epidemics/pandemics and corresponding legal or regulatory restrictions) that are beyond the Contractor’s control.

Both contracting parties shall ensure that the contractual obligations are fulfilled as quickly and to the greatest extent possible under the given circumstances.

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06 | Confidentiality

Both parties shall treat all information and documents received during the agreed collaboration as confidential and undertake to maintain strict mutual confidentiality, for example by means of a confidentiality agreement, such as a Non-Disclosure Agreement (NDA). This obligation shall remain in force indefinitely, even after the end of the project or the contract. Disclosure to third parties is only permitted with the written consent of the Contractor.

Both contracting parties undertake to impose corresponding obligations on their employees and any third parties engaged by them.

The Client, having taken note of and consciously accepted the risks associated with order-related email correspondence – in particular the interception of data by unauthorised third parties during data transmission – hereby agrees that the exchange of information between the Client and the Contractor may also take place via unencrypted emails.

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07 | Liability

The service provider is liable only for damages caused by gross negligence or intent. To the extent permitted by law, the following are excluded:

• liability for minor negligence

• indirect or consequential damages

• delays caused by authorities, assessment bodies, or third parties

• loss of profit or operational downtime

• delays resulting from external authorization requirements

Liability is limited to the contract value.

Important: No guarantee is given for the outcome, timing, or approval decisions of authorities or assessment bodies.
A limitation of liability shall not apply in the event of injury to life, limb or health caused by the Contractor.

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08 | Acceptance and Warranty

Acceptance shall be deemed to have taken place upon the documented receipt of the services provided by the Contractor and the Client’s acknowledgement that these services comply with the contract.

The services provided by the Contractor shall be deemed to have been formally accepted by the Client or, depending on the contract, tacitly accepted, unless the Client has notified the Contractor in writing of any identified defects in detail (time, place, nature) within ten working days at the latest.

The engineering services are provided in accordance with the recognised technical code of practice. Any defects must be reported to the contractor in writing within twenty working days. The Contractor is entitled to rectify any defects.

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09 | Retention of Title

The Contractor retains ownership and copyright of the technical documentation produced in accordance with the contract, regardless of whether it is in paper or electronic form, until all payments have been received in full and all other claims against the Client arising from the contract have been settled.

In the event of late payment by the Client and following two written reminders sent by post by the Contractor, the Contractor reserves the right to reclaim all documents provided to the Client.

The Client is obliged to return all documents, as well as all copies made, in both paper and electronic form, back to the Contractor. This does not automatically constitute a withdrawal from the contract by the Contractor, unless such withdrawal is accepted by the Contractor and declared in writing.

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10 | Cancellation by the Client

In the event of cancellation by the Client of the services agreed in the valid contract, the Contractor reserves the right to charge 50% of the agreed quotation price, provided that the cancellation is not due to a documented case of force majeure.

All advance payments made by the Contractor up to the time of cancellation, such as booked business travel-related services or visa fees, shall be invoiced to the Client in full.

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11 | Early termination of Contract by Contractor

The Contractor is entitled to withdraw from the contract prematurely or to terminate it with immediate effect under the following circumstances:

-                 if insolvency proceedings have been opened in respect of the Client’s assets,

-                 the opening of insolvency proceedings has been refused because the available insolvency estate does not cover the anticipated costs of the proceedings,

-                 the Client has been ordered to cease payments on a permanent rather than temporary basis, or

-                 the Client repeatedly breaches its contractual obligations to a significant extent, including payment delays for which a prior reminder has been issued.

The Client shall not be entitled to claim damages if the Contractor has terminated the contract for the reasons set out above.

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12 | Provisions relating to transfer of personnel

In the event that the Contractor supplies temporary staff to the Client, the Client shall be responsible for determining, managing and supervising the deployment of such staff.

The Client is liable for the temporary personnel to the same extent as for its own employees.

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13 | Limitation period

The limitation period for claims by the Client arising from identified defects is twelve months from the documented date of acceptance by the Client of the services provided by the Contractor, unless otherwise agreed in the contract concluded between the Client and the Contractor.

The provisions on the limitation period shall not apply in the event of wilful misconduct on the part of the Contractor or gross negligence on their part. Furthermore, these limitation provisions shall not apply to claims arising from injury to life, limb or health.

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14 | Data Protection

Data relevant to data protection and personal data are collected, processed and stored as necessary for the planning and performance of the contract concluded between the Client and the contractor for the provision of engineering services, for invoicing purposes, for business communication and to comply with statutory retention obligations in accordance with Article 6(1)(b) of the General Data Protection Regulation (GDPR).

If subcontractors are engaged by the contractor, the Client shall be informed thereof. The subcontractors engaged by the contractor shall be instructed to comply with the requirements of the GDPR.

The data collected and processed will be stored by the Contractor for the duration of the statutory warranty periods.

The Contractor shall implement appropriate technical and organisational measures to protect the data collected, processed and stored that is subject to data protection regulations. The processing operations will be documented in a record of processing activities.

In accordance with Article 15 et seq. of the GDPR, the Client has the right to access, erasure and objection regarding their stored data.

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15 | Copyright

The project-related documents produced by the Contractor remain protected by copyright and may be used by the Client exclusively for the project specified in the contract. Upon full payment of the remuneration invoiced by the Contractor, the Client acquires the rights of use to the extent agreed in the contract. All rights of use beyond this scope remain exclusively with the Contractor.

Any further use of the work results or their adaptation for other projects of the Client, as well as their disclosure to third parties, is permitted only with the written consent of the Contractor.

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16 | Third-party intellectual property rights

When commissioning the Contractor, the Client is obliged to check whether the transmission of project documents to the Contractor and their use in connection with the project infringes any third-party intellectual property rights. The Contractor is obliged to inform the Client of any third-party intellectual property rights of which it becomes aware. The Client shall indemnify the Contractor against any claims by third parties in this regard and shall compensate the Contractor for any documented loss incurred.

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17 | Place of jurisdiction, Applicable law

The exclusive place of jurisdiction for all disputes arising out of or in connection with the contract entered into shall be the Contractor’s registered office.

The law of the Federal Republic of Germany shall apply to all disputes arising out of or in connection with this contract, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

The German text of the contract shall be authoritative, unless the concluded contract contains provisions to the contrary.

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18 | Place of performance, Transfer of risk

The place of performance for the Contractor’s contractually agreed services shall be the registered office of the Contractor’s operating entity, unless the nature of the services to be provided dictates otherwise.

The transfer of risk shall be governed by the statutory provisions.

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19 | Authorities, Assessment Bodies, and Test Facilities

The Contractor supports the Client in communication with authorities and assessment bodies but is not responsible for:

• final authority decisions

• test results

• additional requirements from NoBo/DeBo/AsBo/ERA/NSA

• delays caused by external organizations

Costs for tests, certifications, and external assessments are borne by the client unless agreed otherwise.

 

20 | Force Majeure

Events such as natural disasters, pandemics, war, rebellion, changes to government regulations or disruptions to supply chains will result in the suspension of obligations for the duration of the event.

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21 | English translation

This English version of our General Terms and Conditions is merely a linguistic translation of the original German version and was translated from German using the DeepL translation tool (DeepL SE, www.deepl.com). All content has been reviewed and verified by our editorial team. The German version, available on this website, shall prevail.

 

22 | Final Provisions

Should any individual provisions of these General Terms and Conditions or of the contract concluded between the Client and the Contractor prove to be partially invalid or unenforceable, or should they become invalid or unenforceable as a result of changes to the relevant legislation following the conclusion of the contract, the validity of the remaining provisions of these General Terms and Conditions and of the contract as a whole shall remain unaffected.

In place of invalid or unenforceable provisions, valid and enforceable provisions shall come into force which, in terms of content, come as close as possible to the purpose of the invalid provisions. Should the contract concluded between the Client and the Contractor contain any omissions, the provisions concerned shall be supplemented or replaced in such a way that they best serve the purpose of the contract.

The contracts concluded between the Client and the Contractor shall be drawn up in two original copies, with each contracting party receiving one original copy.

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Edition | September 2026