STXI Motion GmbH

General Terms and Conditions

September 2025 / Version 1.0

  1. Scope
    • These General Terms and Conditions (“GTC“) apply to deliveries and services provided by STXI Motion GmbH, Erich-Sanders-Weg 5, 41749 Viersen (hereinafter referred to as “STXI Motion“).
    • These GTC shall become part of all contracts for deliveries and services that STXI concludes with the individual contracting party (“Customer”).
    • “Third Party” in accordance with this GTC means a person, group or entity not directly included in the scope of the Contract and not affiliated with either STXI Motion or the Customer through ownership, indirect or direct control or contractual relationships
    • “Delivery Items” within the meaning of these GTC are all tangible movable items, components and accessories to be delivered by STXI Motion to the Customer as expressly set out in the specification and scope of delivery defined in the respective Contract (including, but not limited to, offers, order confirmations and annexes).
    • Any terms and conditions of the Customer that conflict with or deviate from STXI Motion´s GTC shall not apply unless STXI Motion has explicitly agreed to their validity. STXI Motion´s GTC shall also apply if STXI Motion carries out the delivery without reservation in the knowledge that the Customer´s terms and conditions conflict with or deviate from STXI Motion´s GTC.
    • The Customer must be an entrepreneur within the meaning of sec. 14 of the German Civil Code (Bürgerliches Gesetzbuch). These GTC do not apply to consumers within the meaning of sec. 13 of the German Civil Code (Bürgerliches Gesetzbuch). STXI Motion may therefore require the Customer to provide sufficient proof of their entrepreneurial status prior to conclusion of the Contract, e.g. by providing their VAT ID number or other suitable evidence. The data required for verification must be provided by the Customer truthfully and in full.
    • STXI Motion´s GTC also apply to all future Contracts with the Customer within the scope of the existing business relationship.
  2. Conclusion of Contract
    • Contracts with STXI Motion are concluded with an offer from STXI Motion and the unreserved acceptance of that offer by the Customer (“Contract“).
    • STXI Motion´s offers are subject to change and may be revoked by STXI Motion at any time until acceptance by the Customer, unless STXI Motion has explicitly designated the offer as binding.
    • Unless explicitly agreed otherwise, only the description of the Delivery Items or service in the Contract is decisive for the quality of the Delivery Items; the descriptions shall only constitute guarantees if SXTI Motion explicitly declares that STXI Motion will be liable for the quality specifications detailed therein regardless of fault or if they are explicitly designated as such by STXI Motion; guarantee declarations must be made in writing to be effective.
    • STXI Motion reserves the right to make technical changes to Delivery Items and services and changes to the form, color, and/or weight of the Delivery Items, provided that these are insignificant for the intended use of the Delivery Items or advantageous for the Customer, correspond to the state of the art, and do not result in additional costs for the Customer.
    • Quality requirements or other performance requirements (e.g., IT security requirements, compliance requirements) shall only become part of the Contract if they have been explicitly included at the time of conclusion of the Contract and confirmed by STXI Motion without reservation.
    • Brochures, advertising material or information on the respective website issued by STXI Motion or the manufacturer of products shall only be considered part of the agreed quality of the Delivery Items if their inclusion is expressly referenced in the contractual documentation and STXI Motion has explicitly confirmed this in writing with the Customer.
    • If manufacturer’s guarantees exist for the Delivery Items, these shall be handed over to the Customer separately. The manufacturer’s guarantee is a voluntary service provided by the respective manufacturer and does not constitute an independent claim against STXI Motion. The terms and scope of the manufacturer’s guarantee are governed exclusively by the manufacturer’s guarantee conditions. The Customer´s statutory warranty rights remain unaffected by the manufacturer’s guarantee.
    • Unless explicitly agreed otherwise with the Customer, the following services are not included in STXI Motion’s scope of services:
      1. the installation and assembly of Delivery Items;
      2. the provision of assistance regarding the compatibility of the Delivery Items with Customer machinery or the integration of the Delivery Items in the Customer´s systems;
      3. commissioning of Delivery Items; and
      4. the maintenance of Delivery Items.
  1. General obligations of the Customer
    • The Customer acknowledges and undertakes, as a fundamental contractual duty, to provide all necessary cooperation and contributions, including but not limited to the timely and proper performance of all required acts and provision of resources, at the agreed level of quality and within the stipulated deadlines, at no additional cost to STXI Motion. Where necessary for the proper and successful performance of the services, the Customer shall ensure the availability of adequately qualified personnel and competent representatives as points of contact for STXI Motion.
    • If information or documents provided by the Customer prove to be incorrect, incomplete, ambiguous, or objectively impossible to implement, the Customer shall make the necessary corrections and/or additions immediately after notification by STXI Motion. The Customer shall immediately remedy or have remedied any defects or malfunctions in components provided by STXI Motion.
  2. Operating software
    • If the Delivery Items are equipped with operating software, the Customer shall receive a non-exclusive, non-transferable, and non-sublicensable right to use the software in connection with the Delivery Items for the contractually intended purpose. The Customer shall not be granted any further rights to the software.
    • The Customer is not entitled to reproduce, modify, reverse engineer, decompile, or disassemble the operating software outside of its intended use, unless explicitly permitted by mandatory statutory provisions.
    • If the manufacturer provides updates for the operating software, STXI Motion will pass these on to the Customer. However, STXI Motion does not develop their own updates and accepts no responsibility for whether or to what extent the manufacturer provides updates. The updates will be provided as STXI Motion receives them from the manufacturer – either as a download, via a portal specified by STXI Motion or, if provided by the manufacturer, directly as an over-the-air (OTA) update to the Delivery Items. In this case, the update can be installed automatically without any further action on the part of the Customer.
  3. Delivery
    • Dates shall only be binding if they are explicitly agreed as binding dates; this must be agreed in writing to be effective. Unless binding deadlines and dates have been agreed with STXI Motion, STXI Motion shall only be in default if the Customer has previously set STXI Motion a reasonable grace period for the performance of the delivery owed without result. In any case, deadlines shall only commence upon complete fulfillment of all cooperation obligations owed by the Customer and, if applicable, upon receipt of an agreed downpayment. Subsequent change requests or delayed cooperation on the part of the Customer shall extend the delivery times accordingly.
    • Unless otherwise explicitly agreed, deliveries shall be deemed to have been made ex works (Incoterms EXW).
    • Partial deliveries are permissible insofar as they are reasonable for the Customer.
    • If the delivery owed by STXI Motion is delayed due to unforeseeable circumstances for which STXI Motion is not responsible and that are beyond STXI Motion’s reasonable control (“Force Majeure”) (e.g., labor disputes, operational disruptions, transport obstacles, shortage of raw materials, official measures, epidemics or pandemics), STXI Motion shall be entitled to postpone delivery for the duration of the hindrance. The Customer shall be informed without undue delay of the unavailability of the delivery.
    • If the Customer fails to fulfill their obligations to cooperate, provide assistance or make materials available, either in whole or in part, the performance or delivery dates affected shall no longer be binding, and STXI Motion shall not be in default. After a reminder has been sent without success, STXI Motion shall be entitled to demand compensation for the damage incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the Delivery Items shall also pass to the Customer at the point in time at which the Customer is in default of acceptance. If the Customer fails to fulfill their obligations to cooperate, assist, or provide information even within a reasonable grace period following a further reminder, STXI Motion shall also be entitled to withdraw from the Contract. In this case, STXI Motion may demand lump-sum compensation from the Customer in the amount of 10% of the net purchase price. The compensation shall be set higher or lower if STXI Motion proves higher damage or the Customer proves lower damage.
    • The costs for storing the Delivery Items shall be borne by the Customer during the delay in acceptance. The costs shall be charged at a flat rate of 0.50 € (net) per day per m² of storage space.
  4. Changes to Delivery Items
    • Changes to Delivery Items shall only become part of the Contract if they are accepted by STXI Motion in writing. If a change request affects the contractually agreed remuneration or deadlines, STXI Motion may demand an appropriate adjustment of the Contract, in particular an increase in remuneration or a postponement of deadlines.
    • At STXI Motion´s request, the Customer shall detail their change request to the same level of detail as the task specified in the Contract. At the Customer´s request, STXI Motion shall assist it in detailing the change request in return for remuneration.
  5. Packaging

Transport and other packaging shall not be returned to STXI Motion following receipt of such packaging by the Customer. The Customer shall ensure proper disposal of the packaging at their own expense.

  1. Acceptance
    • Insofar as Delivery Items, services or parts of services of STXI Motion are subject to acceptance in accordance with applicable statutory provisions, the Customer shall be obliged to declare acceptance without undue delay upon notification of completion and, where applicable, successful completion of any agreed acceptance tests. Acceptance may not be refused due to minor defects which do not materially impair the suitability of the Delivery Items for its contractually agreed purpose; such minor defects shall not affect the Customer’s obligation to accept. This shall be without prejudice to the Customer’s statutory rights with respect to defects.
    • Acceptance shall be deemed to have occurred if
      1. the Customer, in breach of the above obligations, refuses to issue the declaration of acceptance or fails to cooperate in a joint acceptance procedure despite having been duly requested to participate in a timely manner; or
      2. the Customer does not provide a written declaration of acceptance without undue delay after a joint acceptance procedure has been completed, even though STXI Motion has requested such declaration and granted a reasonable period of at least seven business days, unless within this period the Customer submits a written specification of concrete defects forming the basis for refusal of acceptance, in which case STXI Motion shall, at the beginning of the period for the acceptance declaration, expressly notify the Customer that failure to issue the acceptance declaration or to specify defects in writing will result in deemed acceptance.
    • In the case of self-contained partial deliveries, STXI Motion shall be entitled to partial acceptance.
  2. Prices and terms of payment
    • The prices apply to the scope of Delivery Items and services specified in the Contract. Additional or special services will be charged separately. Unless explicitly agreed otherwise, the prices are ex works (EXW Incoterms), excluding packaging, value-added tax (VAT), and any other applicable taxes, duties, or charges. VAT and other applicable taxes shall be invoiced separately at the statutory rate and are to be borne by the Customer unless otherwise agreed in writing. Split shipments of the quoted quantities may require additional set up charges unless otherwise specified in the Contract.
  • All payments must be made in full, without deduction, set-off, retention, withholding, or counterclaim, and free of bank charges or other fees, within 14 days of receipt of the invoice, unless stated otherwise. Statutory sales tax must be added to all prices and shown separately on invoices. Payments shall be made in the currency stated on the invoice. Any mandatory statutory rights of set-off or retention remain unaffected.
  • If the payment deadline is exceeded, STXI Motion shall be entitled to charge default interest at a rate of 9 percentage points above the base rate in accordance with sec. 247 of the German Civil Code (Bürgerliches Gesetzbuch), without the need for a prior written reminder. STXI Motion may, at its discretion, provide a written notice of default.
  • STXI Motion reserves the right to claim further damages caused by default. In the event of default, STXI Motion is furthermore entitled to withhold further deliveries or services until all outstanding claims have been settled. STXI Motion reserves the right to claim further damages caused by default.
  • The Customer may only offset or assert a right of retention or refusal of performance if their counterclaim has been legally established by final judgment or is undisputed, except for counterclaims for compensation of additional costs incurred in remedying defects or completing performance arising from the same legal relationship. Aside from such statutory or undisputed claims, no set-off, retention, or refusal rights exist.
  • If the payment claim of STXI Motion is jeopardized by the Customer´s inability to pay, STXI Motion shall be entitled to demand advance payment or adequate security for all claims arising from the business relationship with the Customer that are not yet due. STXI Motion may further suspend further deliveries or services, or withdraw from the contract after giving reasonable notice, in accordance with sec. 321 BGB, if information from a bank or credit agency indicates that the Customer’s creditworthiness is not given or if the Customer is in default of payment of at least two invoices. Any further statutory rights remain unaffected.
  1. Claims for defects
    • Insofar as the Customer has warranty rights to Delivery Items in accordance with the relevant statutory provisions and STXI Motion has delivered defective Delivery Items or rendered defective services, the Customer shall give STXI Motion the opportunity to remedy the defect within a reasonable period of time, unless supplementary performance is unreasonable for the Customer in individual cases or there are special circumstances which, taking into account the interests of both the Customer and STXI Motion, justify immediate withdrawal. In any case, STXI Motion shall be entitled to choose between remedying the defect or delivering a defect-free item.
    • The Customer is obliged to inspect the Delivery Items for obvious defects that would be readily apparent to an average Customer. Obvious defects, such as missing components or documentation, must be notified to STXI Motion in writing within one week of receipt of the delivery. Defects that only become apparent after the expiry of the limitation periods for claims for defects must be notified to STXI Motion in writing within one week of their discovery by the Customer. If the Customer fails to comply with their obligation to inspect and notify defects, the Delivery Items shall be deemed to have been approved in view of the defect in question.
    • Claims caused by defects must be asserted by the Customer in writing, specifying all identified defects and the circumstances under which they occurred. A defect shall not be deemed to exist if a fault claimed by the Customer cannot be reproduced. If the Customer has interfered with components of Delivery Items, hardware, or software, the Customer shall only be entitled to claims for defects if the Customer can prove that its interference was not the cause of the defect.
    • If it transpires that a defect claimed by the Customer does not exist, if a claimed defect cannot be reproduced, STXI Motion shall be entitled to demand reasonable compensation for their expenses, unless the Customer acted only in simple negligence.
    • If the supplementary performance fails, is refused by STXI Motion or is unreasonable for the Customer, the Customer shall be entitled exclusively to the other statutory claims for defects (withdrawal, reduction, self-help, compensation or reimbursement of futile expenses). Claims for damages shall only exist in accordance with sec. 12 of these GTC.
    • If the defect is only an insignificant deviation from an agreed quality, the Customer shall only be entitled to subsequent performance or a reasonable reduction at the discretion of STXI Motion. If no quality has been agreed, the same shall apply in the event of an insignificant deviation from the suitability for the use specified in the Contract, otherwise customary for services of the same type and which the Customer can expect according to the type of service.
    • Unless agreed otherwise, it is the Customer´s responsibility to ensure product compliance and the security of the system when integrating, processing or using Delivery Items. Furthermore, the Customer is solely responsible for informing themselves about the technical, regulatory, statutory and legal requirements for the intended use, processing or integration of the Delivery Items.
  2. Defect of title
    • STXI Motion shall only be liable for infringements of Third Party rights by Delivery Items or services if the performance is used in accordance with the Contract and, in particular, in the contractually agreed or otherwise intended environment of use without modification.
    • STXI Motion has not conducted a worldwide patent search or any other investigation regarding potential infringements of intellectual property rights. Therefore, STXI Motion does not assume any responsibility for the freedom from Third Party intellectual property rights worldwide.
    • All intellectual property, know‑how, and intellectual property rights in tangible and intangible form, the ownership, title and interest therein (including trade secrets, copyrights, moral rights, database rights and patents, proprietary rights and anything derived therefrom), related to and/or in connection with the products, including, without limitation, the products themselves and their elements, source and objects codes, designs, techniques, methods, documentation, inventions, work-for-hire, and anything that derives therefrom, is and shall remain at all times the property of STXI Motion only, and shall exclusively and unconditionally be owned by the STXI Motion only, at all times and throughout the world. Neither the Customer, nor its affiliates and/or any person or entity on its/their behalf, shall have any claim to any right of any kind, license rights, moral rights, compensation or reward in respect of any such intellectual property. The Customer will not at any time assert or claim any interest in, or do anything which may adversely affect, the validity or enforceability of any intellectual property or any trademark, trade name, trade secret, patent, copyright, designation or logo belonging to or licensed to the STXI Motion (including, without limitation, any act, or assistance to any act, which may infringe, or lead to the infringement of, any patent or copyright in the Products). This Section 11.3 shall survive the performance, cancellation, expiration or termination of the Contract for any or no reason.
    • If a Third Party asserts a claim against the Customer that a Delivery Items provided by STXI Motion infringes its rights, the Customer must inform STXI Motion immediately. STXI Motion is entitled, but not obliged, to defend the asserted claims at STXI Motion´s own expense.
    • If Delivery Items of STXI Motion infringe the rights of Third Parties and this constitutes a defect of title, STXI Motion shall, at their discretion and at their own expense, (a) procure a corresponding right of use for the Customer or (b) design the Delivery Items or Service in such a way that it does not infringe any rights. If STXI Motion is unable to remedy the situation, STXI Motion is entitled to retract the Delivery Items and refund the remuneration paid for it. STXI Motion shall take the interests of the Customer into account when selecting the remedial measures.
    • Except as otherwise expressly provided in the foregoing provisions, the general provisions of these GTC shall apply, including, in particular, those provisions governing liability and the statute of limitations.
  3. Liability

STXI Motion shall be liable for damages exclusively in accordance with the following provisions:

  • STXI Motion is liable for
    1. intentional or grossly negligent actions,
    2. for any culpable breach of essential contractual obligations.
  • In cases of simple negligence, STXI Motion´s liability is limited to compensation for the foreseeable damage typical for this type of Contract, up to a maximum of one million euros. Otherwise, liability for property damage and financial loss is excluded. Liability for personal injury and liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected by the above liability provisions.
  • Insofar as STXI Motion´s liability for damages is excluded or limited in accordance with the above provisions, this also extends to the personal liability of STXI Motion´s executive bodies, employees, and other staff, representatives, and assistants in performance, and also applies to all claims arising from culpa in contrahendo, breach of ancillary obligations and claims arising from tort (in particular sec. 823 of the German Civil Code (Bürgerliches Gesetzbuch)et seq. including any recourse claims pursuant to sec. 840 of the German Civil Code (Bürgerliches Gesetzbuch), sec. 5 of the Product Liability Act (Produkthaftungsgesetz) in conjunction with sec. 426 of the German Civil Code (Bürgerliches Gesetzbuch), but not for claims pursuant to sec. 1, 4 of the Product Liability Act (Produkthaftungsgesetz).
  • Claims for defects by the Customer shall become time-barred within 12 (twelve) months of the start of the statutory limitation period. This does not apply to claims pursuant to Secs. 438 (1) No. 1, 2; 634a (1) No. 2 of the German Civil Code (Bürgerliches Gesetzbuch).
  • Other contractual claims of the Customer due to breaches of obligations shall become time-barred one year after the start of the statutory limitation period.
  • The statutory limitation periods remain unaffected by the above provisions in the following cases:
    1. damage resulting from injury to life, limb, or health;
    2. other damages based on an intentional or grossly negligent breach of duty by STXI Motion, legal representatives of STXI Motion, or assistants in performance of STXI Motion;
    3. the Customer´s right to withdraw from the Contract in the event of a breach of obligation for which STXI Motion is responsible and which does not consist in a defect in the Delivery Items or services;
    4. claims arising from fraudulent concealment of a defect and from a guarantee of quality within the meaning of sec. 444 or sec. 639 of the German Civil Code (Bürgerliches Gesetzbuch);
    5. claims for reimbursement of expenses pursuant to sec. 478 (2) of the German Civil Code (Bürgerliches Gesetzbuch).
  1. Retention of title
    • Until all claims arising from the respective Contract, including all ancillary contracts, have been settled in full, STXI Motion retains the title to the Delivery Items. The inclusion of individual claims in a current account and the striking of a balance do not affect the retention of title; in this case, the retention of title refers to the recognized or actual balance. Payment shall only be deemed to have been made upon receipt of the equivalent value in the bank account of STXI Motion.
    • The Customer shall store the Delivery Items for STXI Motion with due care and insure them adequately at its own expense against fire, water, theft, and other liability risks. The Customer assigns its claims from the insurance contracts to STXI Motion; STXI Motion accepts the assignment.
    • Within the scope of their normal business operation, the Customer has the right to process the Delivery Items or to connect them with other products. The Customer transfers to STXI Motion now already joint ownership in the products thereby created, as security for the claims arising from the Contract. The amount of the joint ownership share is determined by the relationship between the value of the Delivery Items (calculated on the basis of the final invoice amount including VAT) and that of the product created by means of the processing or connection at the time of such processing or connection. The Customer shall hold the products jointly owned in safekeeping free of charge as an ancillary contractual obligation.
    • In the event of seizures or other Third Party infringements to the rights to the Delivery Items fully or partially owned by STXI Motion, the Customer must notify STXI Motion immediately in writing.
    • The Customer shall bear all pre-litigation and court costs incurred in order to lift a seizure or other access by a Third Party to the Delivery Items subject to retention of title and to replace them, insofar as these cannot be recovered from the Third Party.
  2. Documents provided

The Customer shall be solely liable for the legality of the use of any materials, paperwork or digital files supplied by the Customer  to STXI Motion for the purposes of contract performance (the “Documents”). STXI Motion shall not be obliged to verify the legality of the use of such Documents. Should STXI Motion be held liable by any Third Party for injunctive relief or damages arising from the use of such Documents, the Customer shall indemnify STXI Motion against all such Third Party claims.

  1. Data protection

STXI Motion processes personal data in accordance with the relevant data protection regulations, in particular the provisions of the EU General Data Protection Regulation (“GDPR”). If STXI Motion processes personal data on behalf of the Customer, STXI Motion will conclude data processing agreements in accordance with Article 28 GDPR if necessary.

  1. Confidentiality
    • Insofar as STXI Motion and the Customer information in accordance with sec. 2 no. 1 of the German Trade Secrets Act (Geschäftsgeheimnisgesetz) (“Confidential Information”) (e.g., samples, know-how, strategies, business plans) within the scope of their cooperation, they shall treat such information as strictly confidential and, in particular, shall not disclose it to Third Parties. The confidentiality obligation shall not apply to information that
      1. was already public knowledge at the time of disclosure to Third Parties,
      2. was already known to the receiving Third Party,
      3. was developed independently of the receiving Third Party, or
      4. was lawfully obtained from a Third Party.
    • STXI Motion is also entitled to disclose Confidential Information to companies as defined in sec. 15 of the German Stock Corporation Act (Aktiengesetz) (“Affiliated Companies”) to the extent that this is necessary for the performance of the Contract. Furthermore, the disclosure of information to lawyers and tax advisors is permitted to the extent that this is necessary.
    • The confidentiality obligation shall continue for a period of five years after termination of the respective Contract.
  2. Reference

STXI Motion is entitled to publicly name the business relationship with the Customer as a reference and to display customer logos for this purpose (e.g., on the website of STXI Motion).

  1. Export/re-export Regulation

The Customer is responsible for complying with export regulations, in particular for customs clearance and any other import taxes or fees that may be incurred. If the sale, resale, or disposal of deliveries and services, as well as any technology or other technical assistance, is subject to export regulations, the Contract on these Delivery Items and services is subject to the condition precedent that any necessary official approval is granted. In addition, this Contract on deliveries and services is subject to the condition subsequent that the official approval for this delivery and service has been granted and is not revoked prior to export. If the approval is not granted, or is granted only after a delay, or if it is revoked after it has been granted, the Customer shall not be entitled to assert claims for damages – regardless of the legal basis – provided that STXI Motion is not responsible for the refusal of approval. The Customer shall instead be obliged to pay for the services already rendered by STXI Motion, as agreed, even if these were provided in advance.

  1. Place of jurisdiction, applicable law, and miscellaneous
    • The exclusive place of jurisdiction for all disputes arising from or in connection with the Contract shall be the District Court of Mönchengladbach.
    • The law of the Federal Republic of Germany shall apply to the GTCs and the Contract, excluding its conflict of law provisions of international private law and the United Nations Convention on Contracts for the International Sale of Delivery Items (CISG).
    • Should any individual provision of these GTCs or the Contract be or become invalid or void, this shall not affect the validity of the remaining provisions. In such case, the invalid or void provision shall be replaced or supplemented, as the case may be, by a provision that reflects, to the greatest extent possible, the commercial intention and the purpose of the Contract and what the parties would have reasonably agreed upon in good faith.
    • None of STXI Motion´s actions, except for an explicit written waiver, shall constitute a waiver of any right to which STXI Motion is entitled under the Contract, these GTC, or the law. A delay in exercising a right shall also not be deemed a waiver of the right in question. A one-time waiver of a right shall not be deemed a waiver of that right on another occasion.
    • No transfer or assignment of these GTC shall be valid or binding upon STXI Motion in any way, unless such assignment shall be in writing and shall also be explicitly and duly pre-approved in writing by the STXI Motion (at STXI Motions’s sole and absolute discretion).

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