General terms and conditions of pironex technology GmbH

(Last updated: 27.01.2026)

1. General Provisions

pironex technology GmbH (hereinafter referred to as the “Contractor”) concludes contracts for the development, sale and delivery of software and hardware products, the development of electronics, embedded systems, software and enclosures, as well as other services, exclusively on the basis of these General Terms and Conditions (“GTC”), unless expressly agreed otherwise in writing by way of individual agreement.
These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
Any deviating, conflicting or supplementary general terms and conditions of the customer shall not apply, even if the Contractor does not expressly object to them.
In addition, the General Conditions for the Supply of Products and Services of the Electrical Industry (GL) as well as the ZVEI supplementary clause “Extended Retention of Title”, each in their valid version, shall apply, insofar as they do not conflict with these GTC.

2. Product Safety Officer

2.1 Contact Details

pironex technology GmbH
Product Safety Officer
Stangenland 4, 18146 Rostock, Germany
Tel.: +49 (0) 381 70 06 08 0
E-mail: produktsicherheit@pironex.com
Rostock District Court, Commercial Register HRB 11297

2.2 Responsibilities

The Product Safety Officer is responsible for ensuring compliance with applicable product safety regulations and for monitoring the corresponding processes.

2.3 Obligations of the Contractual Partner (abridged and adapted)

The contractual partner shall ensure that any employees or agents deployed by it possess the required qualifications. Any identified violations of product safety regulations must be reported immediately in writing.

2.4 Liability (abridged)

The contractual partner shall be liable for damages resulting from any failure attributable to it to comply with product safety obligations.

3. Deliveries (Products and Services)

3.1 Prices

All prices are net prices and do not include statutory value-added tax, packaging or shipping costs.

3.2 Orders (abridged)

Orders shall be binding regardless of the form of transmission once they have been confirmed by the Contractor.

3.3 Deliveries / Retention of Title (adapted)

All delivered tangible goods, in particular electronics, hardware, assemblies, samples, prototypes and enclosures, shall remain the property of the Contractor until all claims arising from the business relationship have been fully settled.
With regard to software, firmware, source code, layout, CAD and design data, as well as other intangible development results, no ownership rights shall be transferred; instead, usage rights shall be granted exclusively in accordance with Section 4.
Delivery periods shall only be binding if confirmed in writing. Partial deliveries as well as excess or short deliveries of up to ± 5% are permissible.

3.4 Shipping Costs

Shipping costs depend on the shipping method and weight. Partial deliveries are permissible.

3.5 Product Improvements (adapted)

The Contractor reserves the right to make technical changes, further developments and improvements, provided that the contractually agreed purpose is not impaired. There is no entitlement to free updates or product improvements.

4. Delimitation within the Scope of Development Services

4.1 Nature of Services

The Contractor provides development services in the fields of electronics, software, embedded systems and enclosure development. Unless expressly agreed otherwise, the subject matter of the contract is a development service and not the achievement of a specific result within the meaning of a contract for work.

4.2 Pre-existing Work Results

All work results, base technologies, software frameworks, libraries, platforms, portals, tools and general know-how existing at the Contractor prior to the commencement of the contract shall remain the property of the Contractor. Such items may be made available to the customer in adapted form for non-exclusive use.

4.3 Rights to Customer-Specific Development Results

Upon full payment of all project-related remuneration, the customer shall receive a non-exclusive, perpetual and worldwide right to use the customer-specific development results.
To the extent legally permissible, the economic exploitation rights to such customer-specific development results shall transfer to the customer upon project completion and full payment.

4.4 Use of Contractor Platforms and Software

Where customer-specific products or devices require the use of software, portals or backend systems of the Contractor, the customer shall receive only a simple, non-transferable, project-related right of use. This right of use shall exist solely for the duration of the contractual relationship.

4.5 Use of Open-Source Software and Third-Party Libraries

Within the scope of development services, the Contractor may use open-source software as well as freely available or licensed third-party libraries, in particular in connection with software, firmware, embedded systems, backend or Linux-based solutions.
Such software components are subject to the respective open-source or third-party license terms, which apply independently of this contract.
The Contractor shall not grant the customer any rights to such software components beyond those arising from the applicable license terms.
The Contractor does not warrant that open-source or third-party software is free of third-party rights, security vulnerabilities or functional limitations, unless caused by the Contractor.
Where open-source software forms part of the development services, the customer is responsible for compliance with the applicable license terms in connection with use, distribution, integration or commercialization of the overall system.

4.6 Early Deliveries

The provision of source code, CAD data, repositories or other development results prior to project completion or full payment serves exclusively to facilitate project execution and does not constitute an early transfer of rights.

4.7 Development Stages

Assemblies from early prototype iterations are intended exclusively for internal testing under laboratory conditions. Subsequent prototype iterations serve to verify development results.

4.8 Customer’s Cooperation Obligations

(1) The customer shall provide all cooperation services required for the proper performance of the development services in a timely, complete and free-of-charge manner. This includes, in particular but not exclusively:
• timely provision of requirement specifications, functional specifications, technical requirements and other project fundamentals
• provision of necessary information, data, documentation, test conditions and interfaces
• designation of a technically qualified and authorized contact person
• timely performance of tests, inspections, acceptances and approvals
• prompt feedback on work results, inquiries and coordination matters
• provision of required hardware and software environments, insofar as these are not part of the Contractor’s scope of services
(2) If the customer fails to provide required cooperation services, or provides them incompletely or late, any resulting delays, additional expenses and schedule shifts shall not be attributable to the Contractor.
In such cases, the Contractor shall be entitled to:
• reasonably adjust agreed deadlines and schedules,
• invoice additional expenses in accordance with the agreed remuneration model,
• suspend performance until the cooperation obligations are properly fulfilled.
(3) To the extent that delays, defects, deviations or functional impairments are attributable to inadequate, delayed or faulty cooperation by the customer, any claims for defect remediation, damages or other liability claims shall be excluded.
(4) If the customer persistently breaches its cooperation obligations despite a reasonable grace period, the Contractor shall be entitled to terminate the contract for good cause.
In such case, services rendered up to the termination date shall be invoiced in accordance with the agreed remuneration model.

4.9 Acceptance, Approval and Deemed Acceptance

(1) Where acceptances, approvals or confirmations of development stages (in particular software, firmware, hardware or enclosure versions) are provided for during the project, the customer shall review them within a reasonable period following provision.
(2) Any defects must be specified in concrete, comprehensible and written form within this period. General or blanket objections shall not suffice.
(3) If no feedback is provided within 14 calendar days after provision, or if the service is put into productive use, the respective development stage shall be deemed approved, provided that no material defects exist.
(4) Following approval or deemed approval, claims relating to defects that would have been identifiable upon proper inspection shall be excluded.

4.10 Changes to the Scope of Services (Change Requests)

(1) Changes, extensions or adaptations of the agreed scope of services, in particular due to changed requirements, additional functions, modified conditions or new technical specifications, do not constitute contractually owed services.
(2) The customer shall notify change requests in writing. The Contractor shall review them and, if feasible, submit an offer regarding the impact on effort, timelines and remuneration.
(3) Implementation of a change request shall take place exclusively after written commissioning by the customer.
(4) Until agreement on a change request is reached, the Contractor shall be entitled to continue work based on the originally agreed scope of services.

4.11 Series Production after Completion of the Development Phase

If, following completion of the development services, the Contractor undertakes series production of devices, such production shall be carried out exclusively on the basis of the development stages, specifications, bills of materials, manufacturing documentation, software and firmware versions and configuration data approved by the customer.
By approving series production, the customer confirms that the approved development stages are suitable for the intended series production.
Within the scope of series production, the Contractor owes the contractually compliant manufacture and configuration of the devices in accordance with the approved documentation.
Any renewed review, further development or optimization of the underlying design, software, firmware or functionality is not owed unless expressly agreed.

5. Claims and Payments

Invoices are payable without deduction within 14 days from the invoice date.
Until full payment has been made, the customer is not entitled to use the development results productively.
If the customer is in default of payment, the Contractor shall be entitled to suspend further services until full payment is received. Default interest shall be charged at the statutory rate pursuant to Section 288 (2) BGB. Further claims for damages due to default remain unaffected.

6. Defect Remediation

If delivered or developed services do not conform to the contractually agreed condition, the Contractor shall be obliged to remedy defects within a limitation period of twelve months.
No defect exists in the case of technically justified further developments or customary market changes, or deviations resulting from customer-specific specifications.
Any entitlement to maintenance, support or further development exists only if separately agreed.

7. Liability

The Contractor shall be liable without limitation in cases of intent, gross negligence and injury to life, body or health.
In cases of simple negligence, the Contractor shall be liable only for breaches of essential contractual obligations and limited to the foreseeable, typical contractual damage.
Liability for loss of profit is excluded.

8. Place of Jurisdiction

The place of jurisdiction is Rostock, Germany.

9. Final Provisions

The laws of the Federal Republic of Germany shall apply. Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The place of performance is Rostock.
For services arranged by the Contractor but performed by third parties, the general terms and conditions of the respective service provider shall apply.

Rostock, 27.01.2026
gez. Tino Hülsenbeck (Geschäftsführer)