1.1 These General Terms and Conditions apply to all deliveries, services, offers, contracts, and other legal transactions of blueAIC UG (haftungsbeschränkt), hereinafter referred to as “blueAIC”, with its customers.

1.2 The services of blueAIC include, in particular, the delivery of hardware products, software products, licenses, digital products, configurations, documentation, training services, consulting services, support services, maintenance services, system integration services, prototypes, pilot projects, and project-related services.

1.3 These General Terms and Conditions and the contracts concluded under their inclusion shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

1.4 These General Terms and Conditions apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), legal entities under public law, special funds under public law, and consumers within the meaning of Section 13 BGB. Provisions that expressly apply only to entrepreneurs or only to consumers shall apply exclusively to the respective customer group named therein.

1.5 Deviating, conflicting, or supplementary terms and conditions of the customer shall become part of the contract only if blueAIC has expressly agreed to their validity in text form. This also applies if blueAIC performs services without reservation despite being aware of such terms and conditions.

1.6 Individual agreements between blueAIC and the customer shall take precedence over these General Terms and Conditions. In particular, offers, order confirmations, service descriptions, product data sheets, license terms, support terms, specifications, and other expressly included contractual documents shall be decisive.

2.1 The customer’s contracting party is blueAIC, unless another contracting party is expressly designated in an individual case.

2.2 When registering, placing an order, making an inquiry, or commissioning services, the customer is obliged to provide complete and accurate information about their person, company, organization, and entrepreneurial status.

2.3 blueAIC is entitled to request appropriate evidence of entrepreneurial status, authority to represent, billing address, VAT identification number, or other contractually relevant information.

2.4 blueAIC is entitled to reject orders, registrations, or inquiries or to cancel contracts that have already been confirmed if there are reasonable doubts regarding the customer’s entrepreneurial status, authority to represent, or the accuracy of the customer’s information.

3.1 Conclusion of contract in the online shop

3.1.1 The presentation of products and services in the online shop does not constitute a legally binding offer, but a non-binding invitation to the customer to place an order.

3.1.2 By completing the ordering process in the online shop, the customer submits a binding offer to conclude a contract.

3.1.3 A contract is concluded only when blueAIC expressly confirms the order, dispatches the goods, provides the service, activates a license, or begins performing the service.

3.1.4 Before submitting the order, the customer may review and correct their information within the ordering process provided in the online shop.

3.1.5 Automated confirmations of receipt merely confirm receipt of the order and do not yet constitute acceptance of the offer unless they are expressly designated as order confirmations.

3.2 Conclusion of contract based on individual offers

3.2.1 Offers by blueAIC are non-binding unless they are expressly designated as binding or contain a specific binding period.

3.2.2 A contract based on an individual offer is concluded when the customer accepts the offer within the stated binding period.

3.2.3 Acceptance may be made, in particular, by signature, email, order, commissioning, payment, or any other unequivocal declaration.

3.2.4 Subsequent changes to the scope of services require a separate agreement. blueAIC is entitled to take appropriate account of any additional costs and schedule changes resulting therefrom.

4.1 The owed scope of services shall be determined by the respective contract, in particular by the offer, order confirmation, product description, service description, data sheet, license terms, support terms, or other included contractual documents.

4.2 blueAIC provides services, in particular, as purchase services, rental or license services, services, work services, consulting services, training services, support services, maintenance services, system integration services, or project-related services.

4.3 Unless a specific result has been expressly agreed, blueAIC owes professional performance in the case of services, but does not owe any specific economic, technical, scientific, or organizational result.

4.4 Services, functions, properties, interfaces, availability, service levels, documentation, or results that have not been expressly agreed are not owed.

5.1 The prices stated in the online shop include statutory value-added tax unless expressly stated otherwise.

5.2 In individual offers to entrepreneurs, prices may be stated net plus the applicable statutory value-added tax if this is expressly indicated.

5.3 Any additional delivery, shipping, or other ancillary costs shall be displayed to the customer before conclusion of the contract or shown separately in the respective offer, unless they are expressly included in the price.

5.4 Products shall be invoiced upon provision. This shall also apply if products are part of an overall service, a project, or a uniform order. Acceptance is not required for invoicing products.

5.5 Invoices are due for payment without deduction within the payment period stated on the invoice. If no such period is stated, the invoice shall be due for payment within 14 calendar days from the invoice date.

5.6 If the customer defaults on payment, blueAIC is entitled to claim statutory default interest and any further damage caused by default.

5.7 The customer may set off claims only against undisputed or legally established claims. Rights of retention are available to the customer only insofar as they are based on the same contractual relationship.

5.8 For longer-term projects, recurring services, or products that are highly dependent on components, blueAIC may make reasonable price adjustments if this is provided for in the contract or if the price adjustment results from changed purchase prices, availability, duties, transport costs, exchange rates, or other circumstances for which blueAIC is not responsible.

6.1 Delivery and performance periods shall be binding only if they have been expressly agreed as binding.

6.2 Delivery and performance periods shall be extended appropriately if delays are due to lack of customer cooperation, unclear requirements, pending approvals, delivery delays by suppliers, force majeure, official measures, transport disruptions, technical disruptions, or other circumstances for which blueAIC is not responsible.

6.3 blueAIC is entitled to make partial deliveries and provide partial services insofar as this is reasonable for the customer.

6.4 With respect to entrepreneurs, the risk of accidental loss and accidental deterioration shall pass to the customer in accordance with Sections 446 and 447 BGB no later than upon handover of the goods to the transport service provider.

6.5 With respect to consumers, the risk of accidental loss and accidental deterioration shall pass to the consumer in accordance with Sections 446 and 475(2) BGB only upon handover of the goods to the consumer or to a person authorized by the consumer to receive them.

7.1 Delivered goods shall remain the property of blueAIC until all claims arising from the respective contract have been paid in full.

7.2 The customer is obliged to treat the goods subject to retention of title with care and to inform blueAIC without delay of any access by third parties, damage, loss, or change of location.

7.3 Any resale, processing, combination, or mixing of the goods subject to retention of title is permitted only in the ordinary course of business. The customer hereby assigns to blueAIC the claims against third parties arising therefrom in the amount of blueAIC’s outstanding claims. blueAIC accepts this assignment.

8.1 The customer shall provide all information, documents, access rights, contact persons, approvals, systems, infrastructure, testing options, and decisions required for the performance of the services in a timely, complete, and factually accurate manner.

8.2 The customer is responsible for their system environment, network environment, power supply, structural requirements, installation locations, security requirements, access rights, data backups, and organizational framework conditions unless expressly agreed otherwise.

8.3 The customer is responsible for regular, complete, and risk-appropriate backup of their data, configurations, system settings, measurement data, process data, log data, project data, and other digital content. This applies in particular to data generated, stored, processed, or forwarded by applications, databases, sensors, automations, or customer-side processes on blueAIC products or in connected systems. Before interventions, changes, updates, tests, commissioning, support measures, or other work, the customer shall make suitable backups of their data, configurations, systems, and operating states.

8.4 If the customer fails to comply with their cooperation obligations, fails to do so on time, or fails to do so properly, agreed deadlines shall be extended appropriately. blueAIC is entitled to charge separately for any additional expenses incurred as a result.

9.1 Hardware products of blueAIC include, in particular, blueAT products, blueAT-SF modules, server modules, network modules, PoE modules, Airflow or AirDrive modules, enclosures, empty enclosures, sets, bundles, prototypes, and other technical systems.

9.2 The condition of hardware products shall be determined exclusively by the agreed product description, the offer, the order confirmation, the data sheet, and the agreed configuration.

9.3 blueAIC is entitled to use equivalent or higher-quality replacement components if originally intended components are unavailable, have been discontinued, purchasing conditions have changed materially, or technical reasons make this advisable. The agreed essential functionality may not be impaired thereby.

9.4 The customer is obliged to operate hardware products only within the specified operating conditions. This applies in particular to temperature, humidity, IP protection, mechanical load, installation, power supply, network, maintenance access, and other environmental conditions.

10.1 Installation, mounting, structural integration, and commissioning in the customer’s operating environment shall generally be carried out by the customer or by a service provider commissioned by the customer. Deviating services by blueAIC shall be performed only if expressly agreed in the individual case.

10.2 blueAIC does not carry out electrical installations and, in particular, does not perform work on 230 V installations. Work on the alternating-current side, in particular on the mains connection or building installation, shall be performed exclusively on a plug-in basis unless separately carried out by an electrical contractor responsible for such work.

10.3 Required electrical work, structural work, permits, fastenings, cable routes, protective measures, mounting services, and customer-side infrastructure are the responsibility of the customer unless expressly agreed otherwise in the individual case.

10.4 Work on the direct-current side, in particular adjustments, wiring, assembly, or integration work on low-voltage components, shall be performed only within the agreed scope of services and in compliance with the respective technical specifications.

10.5 Internal manufacturing, quality, and functional tests by blueAIC shall remain unaffected. Commissioning or functional testing at the customer’s premises or in the customer’s operating environment shall be carried out only to the extent expressly agreed. Such testing shall be carried out under the existing or agreed conditions and does not replace testing of customer-side infrastructure unless such infrastructure is part of the contract.

11.1 Software-related services of blueAIC include, in particular, proprietary software, digital products, extensions, integrations, configurations, templates, scripts, automations, documentation, and project-related software components.

11.2 Supplementary or separate license terms may apply to software-related services. These license terms shall be provided to the customer separately or made available together with the respective software. In the event of contradictions between these General Terms and Conditions and separate license terms, the separate license terms for the respective software shall prevail, provided that they have been validly included.

11.3 Unless expressly agreed otherwise, the customer receives a simple, non-exclusive, non-transferable right to use the provided software within the contractually agreed scope.

11.4 The customer does not acquire ownership of software. There is no claim to the provision of source code unless this has been expressly agreed.

11.5 The customer may not reproduce, distribute, rent, lease, sublicense, make publicly available, or provide to third parties software, licenses, activations, documentation, templates, scripts, or other digital products beyond the agreed scope of use unless this is expressly permitted or mandatorily permitted by law.

11.6 Reverse engineering, decompilation, circumvention of technical protection measures, manipulation of license mechanisms, removal or alteration of protective notices, copyright notices, trademark notices, origin notices, or license notices, and any use outside the agreed license scope are prohibited to the extent permitted by law. blueAIC reserves the right to pursue violations of these provisions under civil and criminal law and, in particular, to assert claims for injunctive relief, information, damages, surrender, deletion, and reimbursement of costs.

11.7 Software provided by blueAIC may depend on third-party software, open-source components, operating systems, programming languages, libraries, interfaces, platforms, hardware environments, or other external components. The same applies to services of blueAIC relating to installation, configuration, adaptation, integration, operation, support, maintenance, or other activities in connection with software. The respective license terms and terms of use of external components shall remain unaffected.

11.8 Updates, upgrades, maintenance, support, compatibility adjustments, and further developments shall be owed only to the extent expressly agreed or arising from a booked maintenance, support, or license model.

11.9 blueAIC does not guarantee permanent compatibility with future versions of third-party software, operating systems, platforms, APIs, hardware, or other external components.

12.1 blueAIC is generally not obliged to accept the return of defect-free products or to exchange them.

12.2 Statutory rights in the event of defects shall remain unaffected.

12.3 For consumers, the statutory provisions on the right of withdrawal in distance contracts shall apply in addition, in particular Sections 312g and 355 et seq. BGB and Article 246a Section 1(2) of the German Introductory Act to the Civil Code (Einführungsgesetz zum Bürgerlichen Gesetzbuch, EGBGB), as well as the information provided in the separate withdrawal instructions.

13.1 Prototypes, demonstrators, pilot installations, and pre-series systems serve the purposes of testing, demonstration, development, or validation and are not intended for continuous operational use. In particular, their functionality, availability, documentation, robustness, maintainability, ease of use, measurement accuracy, compatibility, and scope of performance may be limited.

13.2 Measurement values, sensor data, analyses, automations, and evaluations from prototypes or pilot installations serve testing and validation purposes. They do not constitute guaranteed measurement results, calibrations, certifications, or scientific results unless expressly agreed.

13.3 Warranty claims and liability claims due to such limitations arising from the prototype, pilot, demonstrator, or pre-series character of the service are excluded. Mandatory statutory rights in the event of defects shall remain unaffected. In all other respects, the limitations and exclusions of liability under Section 19 shall apply.

14.1 Services of blueAIC include, in particular, consulting, training, analysis, conception, configuration, documentation, project support, assistance with commissioning, support, and other professional activities.

14.2 Unless a work service with a specific result has been expressly agreed, blueAIC owes professional performance in the case of services, but does not owe any specific result.

14.3 Consulting and training services do not replace the customer’s own responsible technical, economic, legal, tax, organizational, or security-related review and decision-making.

14.4 Training materials, presentations, examples, documentation, and other materials provided may be used only for the customer’s internal purposes unless expressly agreed otherwise.

15.1 Support services are generally paid services unless expressly agreed otherwise or unless the support case is attributable to a product defect, software defect, or other defect in a service owed by blueAIC for which blueAIC is responsible.

15.2 By using support services, the customer agrees to bear the costs incurred, provided that the customer was informed of the chargeability or the applicable basis of calculation before using the service or that such basis has already been contractually agreed.

15.3 If, during support handling, it turns out that the support case is attributable to a product defect, software defect, or other defect in a service owed by blueAIC for which blueAIC is responsible, the support required for this purpose shall not be charged separately to the customer. Statutory rights in the event of defects shall remain unaffected.

15.4 Response times, availability, service levels, standby times, and escalation channels apply only if they have been expressly agreed.

15.5 Without an express agreement, blueAIC does not owe permanent monitoring, 24/7 support, any guaranteed recovery time, or any guaranteed system availability.

15.6 blueAIC is entitled to reject or terminate support if the requested support is not part of the agreed scope of services, is not technically, organizationally, or security-wise justifiable, or if required access, information, or cooperation by the customer is missing.

16.1 Remote access to customer systems shall take place only after customer-side approval.

16.2 The customer remains responsible for setting up, approving, controlling, and securing remote access unless expressly agreed otherwise.

16.3 blueAIC is entitled to reject or terminate remote access if the access is not technically, organizationally, or security-wise justifiable, if required approvals are missing, or if the access is not part of the agreed service.

17.1 A work service exists only if blueAIC expressly owes a specific result.

17.2 In the case of work services, the customer is obliged to accept the service as soon as the service has been performed essentially in accordance with the contract.

17.3 Minor defects do not entitle the customer to refuse acceptance.

17.4 If the customer does not accept the service within a reasonable period although blueAIC has requested acceptance, the service shall be deemed accepted, provided that blueAIC has informed the customer of this consequence and no material defects exist.

17.5 Productive use, further use, approval, or payment without reservation may be deemed acceptance insofar as this is legally permissible and no material defects have been notified.

18.1 The following provisions apply to warranty claims of entrepreneurs and consumers.

18.2 Warranty for entrepreneurs (B2B)

18.2.1 The provisions of this section apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law, and special funds under public law.

18.2.2 Statutory rights in the event of defects apply unless these General Terms and Conditions or the respective contract validly provide otherwise.

18.2.3 The limitation period for claims based on defects shall be twelve months from the passing of risk, delivery, provision, or acceptance, to the extent permitted by law. This shall not apply in cases of intent, fraudulent concealment, assumption of a guarantee, culpable injury to life, body, or health, claims under the German Product Liability Act, or in any other cases of mandatory statutory liability or mandatory statutory limitation periods.

18.2.4 The customer is obliged to inspect delivered goods, systems, software, and services without delay after delivery, provision, or acceptance and to notify blueAIC of any apparent defects in text form without delay. Hidden defects must be notified without delay after discovery.

18.2.5 In the event of justified defects, blueAIC shall initially be entitled to subsequent performance. At blueAIC’s discretion, subsequent performance may be provided by repair, replacement delivery, replacement of equivalent components, provision of an update, workaround, renewed performance, or any other suitable measure.

18.2.6 Warranty claims shall not exist for defects attributable to improper use, unsuitable environment, defective customer-side infrastructure, third-party interventions, changes by customers or third parties, failure to observe the documentation, lack of cooperation, non-approved combinations, wear and tear, force majeure, or other circumstances for which blueAIC is not responsible.

18.2.7 Opening sealed modules, removing or damaging inspection seals, safety seals, or warranty seals, non-approved modifications, and interventions by third parties may exclude warranty claims insofar as the asserted defect is attributable thereto.

18.3 Warranty for consumers (B2C)

18.3.1 The provisions of this section apply exclusively to consumers within the meaning of Section 13 BGB.

18.3.2 Consumers are entitled to the statutory rights in the event of defects.

18.3.3 The limitation periods for consumers’ claims based on defects shall be governed by the statutory provisions.

18.3.4 Statutory rights of consumers in the event of defects shall be limited by guarantees, manufacturer information, product descriptions, or voluntary service offerings only if this is legally permissible and has been expressly agreed.

18.3.5 Consumers are requested to complain about apparent transport damage to the carrier as soon as possible and to inform blueAIC thereof. Failure to do so has no effect on the statutory rights of consumers in the event of defects.

18.3.6 Warranty claims shall not exist for defects caused by improper use, operation outside the product specification, non-approved modifications, third-party interventions, failure to observe the documentation, or other circumstances attributable to the consumer, to the extent permitted by law.

19.1 In the event of slightly negligent breach of material contractual obligations, so-called cardinal obligations, blueAIC’s liability shall be limited to the typical, foreseeable damage. Cardinal obligations are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.

19.2 In the event of slightly negligent breaches of duty that do not concern cardinal obligations, blueAIC’s liability is excluded.

19.3 blueAIC shall not be liable for lost profits, lost savings, business interruptions, production downtime, data loss, consequential damages, indirect damages, or damages arising from third-party claims insofar as such damages are not based on mandatory statutory liability.

19.4 blueAIC does not owe permanent storage, archiving, backup, restoration, or audit-proof retention of process data, measurement data, log data, configuration data, project data, or other digital content unless expressly agreed. In particular, the storage of process data in an application database does not constitute archiving, backup, or restoration services owed by blueAIC. blueAIC shall not be liable for data loss insofar as such loss could have been avoided by proper, regular, and risk-appropriate data backup by the customer. Insofar as blueAIC is liable on the merits for data loss, liability shall be limited to the typical restoration effort that would have arisen with proper, regular, and risk-appropriate data backup. Mandatory statutory liability shall remain unaffected.

19.5 Insofar as blueAIC’s liability is excluded or limited, this shall also apply to blueAIC’s corporate bodies, employees, representatives, vicarious agents, and subcontractors.

20.1 Products and services of blueAIC are not intended for safety-critical applications in which malfunctions may directly cause harm to life, body, health, significant property, the environment, or critical infrastructure, unless expressly agreed in writing.

20.2 The customer is obliged to provide their own safety concepts, emergency concepts, backups, plausibility checks, monitoring, protective measures, and manual intervention options insofar as this is required for their operating environment.

20.3 Automations, sensor values, AI components, data exports, analyses, and control functions must not be used without verification as the sole basis for safety-critical decisions unless this has been expressly agreed and technically safeguarded.

21.1 Concepts, drafts, architectures, documentation, templates, scripts, configurations, training materials, software components, designs, procedures, and other work results created or provided by blueAIC shall remain the property or intellectual property of blueAIC unless expressly agreed otherwise.

21.2 The customer shall receive rights of use to work results only to the extent required for the contractually agreed purpose or expressly granted.

21.3 Disclosure, publication, modification, reproduction, or use beyond the agreed contractual purpose shall be permitted only with the prior consent of blueAIC.

21.4 General know-how, methods, experience, routines, libraries, tools, concepts, and technical solution approaches of blueAIC may also be used by blueAIC for other customers, projects, products, and services.

22.1 The parties undertake to treat confidential information of the other party confidentially and to use it only for the purposes of the respective contract.

22.2 Confidential information includes, in particular, technical, commercial, organizational, strategic, scientific, product-related, project-related, and other information that is not generally known.

22.3 The confidentiality obligation does not apply to information that is generally known, becomes known without breach of duty, was lawfully received from third parties, was independently developed, or must be disclosed due to statutory, official, judicial, or other mandatory obligations.

22.4 The parties may disclose confidential information to employees, consultants, service providers, subcontractors, or affiliated companies insofar as this is necessary for contract performance and such persons are bound by confidentiality obligations.

23.1 The processing of personal data shall be carried out in accordance with the General Data Protection Regulation (GDPR) as a directly applicable EU regulation, the respectively applicable data protection laws, and the privacy notices of blueAIC.

23.2 If blueAIC processes personal data on behalf of the customer, the parties shall conclude a separate data processing agreement before processing begins, insofar as such agreement is required by law.

23.3 The customer remains responsible for the lawfulness, content, quality, and security of the personal data that the customer provides to blueAIC or processes in systems that are the subject of blueAIC’s services, unless expressly agreed otherwise.

24.1 The use of the customer’s names, trademarks, logos, project designations, images, technical descriptions, or other identifying information as a reference shall take place only with the customer’s consent.

24.2 The use of names, trademarks, logos, product designations, project designations, images, technical descriptions, or other identifying information of blueAIC by the customer or third parties shall take place only with blueAIC’s consent.

24.3 In the case of public projects, research projects, funded projects, demonstrators, and pilot projects, the parties shall separately coordinate the nature, scope, timing, and content of public communication.

25.1 blueAIC shall not be liable for delays or impediments to performance caused by events of force majeure or other unforeseeable, unavoidable circumstances outside blueAIC’s sphere of influence.

25.2 This includes, in particular, natural events, war, terrorism, unrest, epidemics, pandemics, official measures, strikes, lockouts, energy outages, transport disruptions, cyberattacks, failures of communication networks, supply chain disruptions, and failures of essential suppliers.

25.3 Deadlines shall be extended appropriately for the duration of the disruption plus a reasonable restart period.

26.1 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of blueAIC, to the extent permitted by law.

26.2 With respect to entrepreneurs, the place of performance shall be the registered office of blueAIC unless otherwise agreed.

26.3 Amendments and additions to a contract concluded under inclusion of these General Terms and Conditions must be made in text form unless a stricter form is required by law.

26.4 Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provision shall replace the invalid or unenforceable provision.