1 Contracting party and scope

1.1 The supplier is Olive Robotics GmbH, Daimlerstraße 7, 85521 Ottobrunn, Germany, registered at Amtsgericht München under HRB 281200, VAT identification number DE358511336, represented by Managing Director Dr.-Ing. Mojtaba Karimi. Contract notices may be sent to contact@olive-robotics.com. General enquiries may also be sent to info@olive-robotics.com. Telephone: +49 155 6335 0077. Website: https://www.olive-robotics.com.

1.2 These terms apply exclusively to customers acting in the exercise of their trade, business or profession within § 14 German Civil Code (BGB), legal entities under public law and special funds under public law. A private individual's purchase for predominantly private purposes is not converted into a business purchase by a declaration or invoice address. Consumer transactions require separately agreed consumer terms and the applicable consumer information. These terms do not purport to remove mandatory consumer rights if a transaction is misclassified.

1.3 The scope includes sensors and IMU or AHRS modules; camera, radar, connectivity, timing, control and interface products; embedded computers, SiP and SoM assemblies; actuators; mobile robots and accessories; development kits and prototypes; firmware, embedded Linux distributions, model files, SDKs and APIs; and agreed engineering, integration, calibration, training, installation, repair, maintenance, support and hosted services. Product family references include olixSense, olixVision, olixWave, olixDrive, olixEdge, olixLink, ANT1, olixOS and olixAI where actually offered and identified in an order. Naming a family does not promise availability, certification or any feature of an unpurchased model.

1.4 These terms apply to an order only after valid incorporation. Providing a link after contract formation does not retrospectively change the bargain. Future orders are subject to the version made available and agreed for those orders. Publication of a revised version does not amend an existing contract automatically.

1.5 Olive supplies its standard sensors, robotics platforms, actuators, embedded modules and associated evaluation software as professional development kits for supervised research, engineering evaluation and prototype development. Routine operational deployment, safety-related service and supply as a finished consumer product are outside that agreed purpose. The restrictions in section 17 are material use conditions and must be disclosed before ordering. A different use requires an expressly agreed product-specific scope and the applicable conformity work; a general support response is insufficient. An expressly agreed existing production purpose and legally binding product characteristics retain their effect, and this version does not retrospectively restrict an earlier contract.

1.6 A development kit is supplied as a development article within its documented specifications and conditions, not as a complete safety solution or an approval of the customer's application. The customer selects, designs, integrates, tests and operates its application within its own sphere of responsibility. The kit's actual regulatory status is determined separately for each product. No prototype, evaluation or R&D designation constitutes an exemption from mandatory safety or product-liability law.

1.7 Restrictions on dangerous use apply to the product, its measurements, estimates, software outputs, example code, interfaces and any customer system that relies on them. A technically possible function, connector, software command, performance figure or marketing demonstration does not authorise an application outside the agreed purpose. The customer must obtain clarification of an apparent conflict before undertaking the affected use.

1.8 The customer contracts with Olive Robotics GmbH. A founder, shareholder, managing director, employee or contractor does not become a party, guarantor, co-debtor or personal adviser solely by negotiating, signing for Olive or providing technical assistance. Any separately assumed personal obligation and mandatory statutory liability remain governed by law. Section 22 specifies the contractual protections for personnel.

2 Contract documents and interpretation

2.1 Individually negotiated agreements take precedence, including under § 305b BGB. Subject to that rule, an agreed order or statement of work prevails over a framework agreement only where the framework permits it; specific software license provisions govern software rights; these terms govern the remaining commercial relationship. A data processing agreement governs its specific processing subject matter. Mandatory law prevails throughout.

2.2 A product description, support schedule, acceptance plan, service level or license metric is binding only to the extent it forms part of the agreement or is binding by law. A later web page, technical bulletin or release note cannot unilaterally reduce contracted performance. Safety notices may require necessary protective measures without changing the allocation of statutory responsibility.

2.3 Customer purchasing terms do not apply merely because Olive receives them, refers to a purchase order for identification, performs or accepts payment. They apply only if agreed. Where conflicting standard terms nevertheless lead to a contract, applicable law determines the content; Olive does not claim that its terms invariably prevail over conflicting customer terms.

2.4 The contractual language is English unless another language is agreed. No unpublished German text takes priority. Translations are informative unless expressly incorporated with an agreed language priority.

2.5 References to text form mean § 126b BGB, normally including a reproducible email identifying its sender. Text form is not the same as statutory written form under § 126 BGB. Mandatory formalities and the priority of individual agreements are unaffected.

3 Quotations and contract formation

3.1 Catalogues, price lists and website listings invite orders unless expressly described as binding offers. A quotation's stated validity and conditions control. An estimate is not a fixed price unless designated as such. Olive may correct pre-contract errors promptly; a contract already concluded is governed by the statutory rules on mistake and contractual performance, not a general right to cancel for mispricing.

3.2 The customer's order is an offer. Unless otherwise agreed, Olive accepts by an express order confirmation in text form or by dispatching the ordered goods. An automated acknowledgement merely confirms receipt unless it expressly accepts the order. Payment authorisation or receipt of a deposit alone does not signify acceptance unless the checkout or quotation says otherwise. Olive will return payments for orders it does not accept.

3.3 A materially different confirmation is a counteroffer requiring agreement. Olive may not bind the customer to only part of an indivisible order without consent. Separate acceptance of genuinely severable items is possible where clearly identified before ordering.

3.4 Persons ordering for an organisation must have the appropriate authority. Olive may request proportionate evidence of business identity, purchasing authority, end use and destination. Contractual authority on Olive's side is determined by law and any actual authorisation; it is not limited solely to persons entered in the commercial register.

3.5 Changes to quantities, design, delivery sequence, integration work or scope require agreement. Olive may identify resulting changes to price and timing before commencing additional work. Silence on a change request is not acceptance. Existing obligations remain in force unless the parties agree a suspension or applicable law permits one.

4 Product characteristics and technical assumptions

4.1 Agreed characteristics include the specifications, tolerances, interfaces, quantities and intended purpose incorporated into the contract. Applicable statutory quality requirements remain relevant. The absence of a separately signed guarantee does not make an agreed specification non-binding.

4.2 Statements marked typical, approximately, target, simulated or up to describe their stated qualification. Performance depends on the specified measurement method and operating conditions. For sensing and robotics, these may include mounting, calibration, temperature, vibration, electromagnetic environment, host load, network timing, middleware version and power quality. Olive will not treat an expressly promised minimum as merely indicative.

4.3 A guarantee of durability or a separately assumed guarantee exists only where Olive makes a corresponding guarantee declaration. Statutory defect rights are distinct. Promotional comparisons do not establish suitability for an unagreed application, but legally binding public statements and fraudulent misrepresentations cannot be excluded by this provision.

4.4 Roadmaps, demonstration systems, renderings and development targets are not delivery commitments unless incorporated into the agreement. A customer should order on the basis of the documented version and agreed features. A product update or component substitution may be supplied without further approval only if it does not adversely affect agreed characteristics, safety, regulatory status, interfaces, fit, form, function or customer maintenance interests. Otherwise Olive will propose a change for agreement.

4.5 A reference to ROS, DDS, Zenoh, Ethernet, USB, CAN, EtherCAT, PTP or a third-party ecosystem denotes the documented implementation and compatibility scope, not universal interoperability, affiliation or certification by another organisation. Certifications, standards and conformity claims apply only to the identified product, configuration, territory and intended use stated in the relevant evidence.

4.6 Except to the extent expressly included in the agreed scope or required by law, Olive does not undertake the customer's application design, final-system safety analysis, conformity assessment, site approval, production release, process validation, redundancy design, insurance placement or ongoing operational supervision. A component purchase, compatibility discussion, quotation or remote troubleshooting session does not by itself include those services.

4.7 Suitability for an application outside the disclosed development purpose is not an agreed characteristic merely because the customer describes the application, sends a drawing or Olive knows the customer's industry. An express undertaking, an individually negotiated agreement and legally binding representations retain their effect. Ordinary sale and work-contract requirements, including §§ 434, 444 and 633 BGB where applicable, are not displaced by the description of scope.

4.8 Calibration values, sample data, trained-model results, simulation outputs and demonstration trajectories apply to the stated conditions. They are not a warranty of uninterrupted accuracy, fail-safe behaviour, legal metrology approval or the absence of every possible error. Agreed tolerances and performance obligations remain binding.

5 Customer cooperation

5.1 The customer must supply accurate requirements, interface information, destination details, authorised contacts and customer-furnished materials within agreed times. It must disclose unusual environmental conditions and safety, security or regulatory requirements material to the agreed application. Olive remains responsible for its own professional duties and for investigating matters that reasonably require clarification.

5.2 The customer is responsible for permissions relating to its premises, networks, data and materials, and for safe access to its facilities. It must provide suitable power, mounting, communications, environmental protection and competent personnel where the scope assigns these to it. Remote access requires a separately authorised connection and an agreed purpose.

5.3 If missing or incorrect cooperation demonstrably delays work, affected deadlines extend by the resulting delay and a reasonable restart period. Olive will notify the customer and mitigate avoidable consequences. Additional costs are recoverable only where agreed or recoverable by law; Olive will identify reasonably foreseeable additional charges before incurring them where practicable.

5.4 Customer approvals of drawings or milestones do not relieve Olive of compliance with expressly agreed specifications or defects that a reasonable approval could not identify. Olive is not responsible for a customer-specified design defect to the extent the customer is responsible for it and Olive has fulfilled any applicable duty to warn.

5.5 Before contract formation, the customer must identify any unusual potential exposure material to the proposed supply, including integration into high-value facilities, operation near people, extraordinary business-interruption exposure or a requested safety function. Olive may decline an unaccepted order or propose a different scope, price, validation service or risk allocation. Failure to disclose an unusual loss risk is assessed under § 254 BGB; it does not automatically transfer all loss to the customer.

5.6 The customer shall appoint a technically competent person responsible for its evaluation programme, maintain control over access and operating permissions, and ensure that personnel and contractors receive applicable instructions before using the kit. The customer's responsibilities for persons it employs or engages follow applicable law, including § 278 BGB where relevant. The customer's organisational duties do not depend on an individual user personally signing these terms.

5.7 Information supplied by the customer must accurately identify the proposed use, site, mounting, payload, power, network and external components where relevant. Olive may rely on that information unless it knows, or in performing its agreed duties ought to recognise, a material error. The customer shall promptly correct material inaccuracies and notify changes before continuing an affected activity.

6 Prices taxes and payment

6.1 Prices are in euros unless another currency is agreed. Business prices are net of VAT and exclude separately stated shipping, insurance, customs, installation, travel and ancillary charges. The quotation or checkout must identify the applicable charges or a transparent method of calculation. A public offer directed at consumers must meet the applicable total-price rules regardless of this B2B provision.

6.2 Unless agreed otherwise before formation, goods and licenses are payable in advance. Where payment on invoice is expressly granted without a stated due date, payment is due within 14 calendar days after receipt of a proper invoice and the corresponding delivery or service. Agreed milestones and deposits govern project work. Olive provides legally required electronic invoice formats where applicable.

6.3 For time-based work, the agreed rates, time records and approved expenses determine the charge. Travel and out-of-hours work are charged only under the quotation or subsequent agreement. Olive will inform the customer when a non-binding estimate is likely to be materially exceeded and allow a decision on further work where required by law.

6.4 Prices for a concluded fixed-price order cannot be increased merely because costs rise. For a renewal, Olive may offer changed prices with at least eight weeks' notice before the applicable non-renewal deadline. Without valid agreement to the new price, an existing renewal mechanism does not itself authorise the increase. A separate transparent, objectively justified adjustment formula may be individually agreed.

6.5 Statutory default rules apply. For transactions without consumer involvement, default interest on payment claims is nine percentage points above the statutory base rate. The statutory EUR 40 default lump sum may be claimed where its conditions are met and is credited against recoverable enforcement costs as required by § 288 BGB. Further recoverable loss must be established; arbitrary reminder penalties are not imposed.

6.6 The customer may set off claims that are undisputed or finally adjudicated, and claims arising from the same contractual relationship where their exclusion would unreasonably restrict the customer's rights. Rights to withhold performance for a related claim, in particular for defects, remain available to the extent required by law.

6.7 If reliable facts after formation materially jeopardise payment, Olive may exercise the rights under § 321 BGB, including proportionate suspension pending performance or security and withdrawal after the required procedure. A mere suspicion or a disputed invoice does not create an unrestricted cancellation right.

6.8 Each party bears taxes legally imposed on it. The customer handles import taxes and charges allocated to it in the delivery term. If a lawful withholding is required, the customer must notify Olive, provide the tax certificate and cooperate with available treaty relief. Any gross-up requires an express order provision and does not apply to Olive's income taxes or deductions caused by Olive's failure to provide reasonably requested documents.

7 Delivery and transfer of risk

7.1 The order specifies the delivery location and term. Where an Incoterms rule is used, the named place and Incoterms 2020 edition must be stated. In the absence of a different agreed rule, delivery is FCA Olive Robotics GmbH, Daimlerstraße 7, 85521 Ottobrunn, Germany, Incoterms 2020. At that location Olive loads the collecting vehicle and performs the export clearance assigned to the seller by that rule. Import clearance and destination duties are allocated under the same rule.

7.2 Agreed delivery dates are binding subject to agreed dependencies and lawful relief. Dates expressly described as estimates are planning information; Olive must nevertheless perform within the contractual or otherwise reasonable time. On a foreseeable material delay Olive will inform the customer of the cause and revised estimate. Statutory rights concerning delay and withdrawal remain subject to section 22 for damages.

7.3 Partial deliveries are permitted only if usable independently for the agreed purpose, completion remains reasonably assured and they cause no unreasonable additional cost or burden. Olive bears additional costs resulting solely from its decision to split a delivery unless agreed otherwise.

7.4 Risk passes under the agreed delivery rule. Responsibility for Olive's defective packaging, product defects or culpable conduct is unaffected. The customer should document visible transport damage and assist reasonable carrier claims. Failure to obtain a carrier notation does not independently extinguish statutory defect rights.

7.5 If the customer culpably fails to take an offered conforming delivery or to provide agreed dispatch instructions, statutory acceptance-default rules apply. Olive may recover necessary storage and repeated-delivery costs to the extent legally recoverable. Disposal, resale or withdrawal requires the applicable legal procedure; ownership is not forfeited automatically.

8 Installation projects and acceptance

8.1 Installation, commissioning and site integration are included only to the extent ordered. A supply of components is not an agreement to certify the customer's complete machine. Conversely, where Olive has agreed to deliver a complete conforming system, these terms do not reclassify that obligation as a component-only supply.

8.2 For a contract for work requiring acceptance, the agreed acceptance criteria and test procedure govern. Olive will give notice of completion and make the result available for testing. The customer will inspect within a reasonable period appropriate to the scope and either accept or identify defects. Acceptance may not be refused for immaterial defects; these must be recorded and remain remediable.

8.3 Deemed acceptance may arise only under the applicable statutory conditions, including the setting of a reasonable deadline after completion and the absence of a refusal identifying at least one defect where § 640(2) BGB applies. Testing, emergency use or partial operational use alone is not an unrestricted deemed-acceptance mechanism.

8.4 For services governed by service-contract law, Olive owes the agreed professional activity and care, not a guaranteed economic, research or certification outcome unless expressly promised. A defined engineering deliverable may nevertheless constitute work requiring a result; its legal classification depends on the actual agreement.

9 Inspection and reporting defects

9.1 Where the purchase is a commercial transaction for both parties, § 377 HGB applies. The customer must inspect promptly so far as feasible in the ordinary course of business and notify apparent defects without undue delay; hidden defects must be notified without undue delay after discovery. A timely dispatch of the notice suffices. The statutory consequences of omitted notice and the exception for fraudulent concealment apply. This duty is not imposed on every entrepreneur merely by using that label.

9.2 Reports should identify the order, model, serial number or software version, observed behaviour, reproduction steps and relevant operating conditions. Missing non-essential information does not invalidate a legally sufficient notice. The customer must preserve relevant evidence and permit reasonable diagnosis while protecting personal data and third-party secrets.

9.3 Return authorisation is an administrative aid, not a condition that extinguishes statutory rights. Olive will provide reasonable return instructions. Dangerous, contaminated or damaged-battery products must be declared before dispatch and transported lawfully. Original packaging is not an absolute prerequisite; suitable protective packaging is required.

10 Defect remedies and warranty boundaries

10.1 Statutory rights for defects apply as modified by valid provisions of this agreement. Olive may choose repair or replacement in a B2B sale unless the statutory circumstances require otherwise. The remedy must be completed within a reasonable time and without imposing costs that Olive must bear by law. For software, correction, replacement or a reasonable workaround may constitute cure if it restores contracted usability without a material disadvantage.

10.2 The customer must provide a reasonable opportunity to cure unless it is legally entitled to proceed without one. If cure fails, is refused, is unreasonable or the applicable deadline expires, the customer may exercise the statutory secondary remedies, including reduction or withdrawal where their conditions are satisfied. There is no fixed unlimited number of attempted repairs.

10.3 Olive bears necessary cure expenses required by law, including qualifying removal and reinstallation expenses. An increase attributable solely to moving goods to a location outside their contemplated use may be allocated to the customer only where legally permissible. No provision excludes mandatory supply-chain recourse or customer rights requiring an equivalent compensation arrangement.

10.4 Normal wear and changes caused by use are not themselves defects. Claims are excluded only to the extent the complained-of issue was caused by improper storage, installation, operation, unauthorised modification, incompatible external components or failure to follow relevant instructions for which the customer is responsible. A modification does not void all rights for unrelated defects. Olive bears the evidential burden allocated to it by law.

10.5 Calibration describes performance at the documented time and conditions. Unless an interval or stability is agreed, it does not guarantee indefinite calibration or metrological suitability for regulated measurements. Battery life, connector endurance and consumable wear depend on the agreed specifications and conditions; these statements do not excuse premature failure amounting to a defect.

10.6 If a reported problem proves not to be Olive's responsibility, diagnostic work is chargeable only under a separately accepted quotation or where the customer culpably made an unjustified demand and reimbursement is legally available. Statutory remedy work is not converted into paid support.

10.7 Suitability for a use expressly excluded from the contract is not owed merely because the customer attempts that use. The development designation does not remove the duty to deliver the agreed development functions or conceal an actual defect. Where an issue has several causes, remedies and damages are assessed according to the applicable legal rules rather than an automatic forfeiture of every claim.

10.8 The customer shall make the affected product and reasonably necessary diagnostic information available for an agreed examination. It shall avoid changes that unnecessarily destroy material evidence, subject to urgent safety action and lawful data protection duties. Neither a customer log nor an Olive diagnostic result is conclusively binding on the other party. Statutory burdens of proof, including rules concerning fraud and product liability, remain unchanged.

11 Limitation periods

11.1 For B2B claims for defects in newly supplied movable goods and software permanently supplied against a one-time fee, the limitation period is one year from statutory commencement, normally delivery. For work results it is one year from acceptance where that shortened period may validly be agreed. This clause does not change the period for ongoing performance obligations under rental, subscription or maintenance arrangements.

11.2 The shortening does not apply to claims involving intentional or grossly negligent conduct; injury to life, body or health; fraudulent concealment; an assumed guarantee; mandatory product liability; the statutory cases in § 438(1) nos. 1 and 2 or § 634a(1) no. 2 BGB; or mandatory supplier recourse, including §§ 445a, 445b and 478 BGB and applicable digital-product recourse. The statutory periods apply to those claims.

11.3 Statutory rules on commencement, suspension, suspension of expiry and restart remain unchanged. A mandatory security-update, vulnerability-handling, information or product-safety obligation is not shortened to one year by this clause. Damages claims falling within section 22.1 remain subject to statutory periods.

12 Voluntary returns and order cancellation

12.1 Business customers have no contractual cooling-off right unless an order grants one. Olive may agree a voluntary return of unused standard stock with a stated refund, reasonable handling charge and return conditions agreed before shipment. Custom products and activated licenses are not voluntarily returnable unless agreed. Defect remedies, statutory withdrawal and legally available termination rights are unaffected.

12.2 A request to cancel a binding supply order requires agreement unless a statutory termination right applies. Any cancellation settlement must account for completed work, irrevocably committed materials, reasonably avoidable costs, saved expenses and alternative use. No automatic charge of the entire unperformed contract price applies.

12.3 Where § 648 BGB applies to a customer's termination of a contract for work, its statutory remuneration and deduction rules apply. Termination for cause remains available. Olive must not use a non-cancellable designation to exclude a mandatory right.

13 Retention of title and security

13.1 Title to goods remains with Olive until all secured claims arising from the business relationship have been paid, to the extent permitted by the law governing the relevant property. This security does not expand rights in software or intellectual property.

13.2 The customer shall treat retained goods with reasonable care, keep them identifiable and promptly notify Olive of attachment or third-party claims. It may resell in the ordinary course of business unless collection authority is validly revoked under section 13.4. Pledging or transferring retained goods as security is prohibited without Olive's consent, subject to third-party rights imposed by law.

13.3 To secure the claims in section 13.1, the customer assigns to Olive its receivables from resale of the retained goods, limited to the value of Olive's secured interest, and Olive accepts. For resale together with other goods, assignment is limited proportionally to the invoice value of Olive's goods. On processing or combination, Olive obtains such ownership or proportionate co-ownership as can validly be agreed under applicable property law; existing mandatory third-party rights are preserved.

13.4 The customer may collect assigned receivables while meeting its payment obligations. Olive may revoke this authority and request necessary information only where a material payment default or concrete jeopardy justifies realising security, after any legally required notice. Olive will not collect more than the secured amount. Taking back goods follows the applicable withdrawal and enforcement rules; no right to enter premises without consent or legal authority is created.

13.5 At the customer's request, Olive releases securities of its choice insofar as their realisable value exceeds secured claims by more than 10 percent. Foreign registrations or equivalent security instruments require reasonable cooperation and a lawful, proportionate arrangement; this clause does not create an automatic security interest enforceable in every country.

14 Software and third party components

14.1 Proprietary software is supplied under the separately incorporated Software License Agreements and the order's license schedule. Embedded licenses normally permit operation of the supplied unit; developer and OEM rights depend on the selected module. Purchase of hardware does not transfer source code, model weights, manufacturing files or intellectual property unless expressly agreed.

14.2 Open-source and other third-party components remain subject to their own licenses. Those licenses govern their components and prevail over conflicting proprietary restrictions. Required notices, source access and redistribution permissions are not conditioned on purchase of paid maintenance. Olive does not claim ownership of all software merely because it is included in an Olive product.

14.3 The customer's independent software and applications remain its own or its licensors' property. Integration into ROS or another open ecosystem does not by itself transfer Olive's proprietary rights or impose a particular license on every component; the actual licenses and technical relationships govern.

15 Engineering development and intellectual property

15.1 Each party retains its pre-existing and independently developed intellectual property. Unless an order expressly grants broader rights, Olive retains rights it owns or is entitled to retain in tools, libraries, firmware, architectures, calibration methods, models, training methods, test systems, reusable designs and improvements developed in performing the work.

15.2 Following full payment, the customer receives the non-exclusive rights necessary to use the expressly agreed deliverable for the agreed purpose. The order must identify any exclusivity, source-code delivery, manufacturing right, patent license, right to modify or right to distribute to third parties. Payment for development hours alone does not assign all related intellectual property. Rights can be granted only within Olive's lawful chain of title and upstream permissions.

15.3 Customer drawings, datasets and requirements are licensed to Olive only to perform the contract, engage authorised subcontractors and satisfy legal duties. They are not licensed for unrelated model training, sale or publication by a general service order. Additional use of non-personal data or training material requires an express, sufficiently specific agreement and lawful rights.

15.4 Olive may use general skills, methods and independently reusable know-how acquired during the project, provided it does not disclose or misuse customer confidential information, personal data or customer intellectual property. This is not a residual-memory exception permitting reconstruction of a customer's trade secrets.

15.5 Tooling, fixtures and test equipment remain Olive's property unless the order expressly transfers identified items. Customer-funded ownership, access, storage, maintenance and release must be specified if intended. No customer trademark, name or logo may be used in publicity without permission, apart from lawful factual references permitted independently by law.

16 Support maintenance and lifecycle

16.1 Support hours, response objectives, coverage, versions, spare parts and service levels are those expressly agreed. A response objective is not a guaranteed resolution time. No 24-hour monitoring, emergency-response service or uptime percentage arises merely from selling connected hardware or software.

16.2 Maintenance charges cover the specified additional services. They do not replace free remedies or updates that Olive owes under the sale, an assumed obligation or mandatory law. A major feature upgrade may be separately licensed unless included in the agreement; a mandatory security correction is treated under the applicable legal regime.

16.3 End-of-sale does not itself terminate an existing license or required support period. Product-specific lifecycle information should state the support period, supported releases, update route and foreseeable compatibility dependencies. Discontinuation of an optional service requires reasonable notice and compliance with the contract and any applicable switching rules.

16.4 Repair and refurbishment outside defect liability require agreement on diagnosis, price and data handling. The customer should back up data and remove unnecessary credentials before sending a device. Olive must still exercise the agreed care; this request does not excuse culpable deletion or unauthorised access.

16.5 Unless specifically included in a service order, Olive does not monitor the customer's site, equipment, test sessions, sensor readings, alarms or compliance. Sending telemetry or a support message does not establish a continuously monitored emergency channel. In an emergency, the customer must use its local emergency procedures and the competent emergency services.

16.6 Informal suggestions and examples are confined to their stated assumptions and the information actually reviewed. The customer must not treat technical support, attendance at a test or receipt of a test report as a final-system acceptance, independent safety assessment or permission for prohibited use. Olive remains responsible for advice or engineering work it actually agrees to provide and for legally required warnings.

17 Development use safety and customer integration duties

17.1 Permitted purpose. Development kits may be used only for supervised professional research, evaluation and prototype development within the agreed specifications and documented limits. The customer is responsible for planning, authorising and controlling its tests, installation and integration. The kit must not be operated as a finished end-user product or in routine production under this development-use entitlement.

17.2 Prohibition of dangerous use. The customer must not use, connect, configure or permit use of a kit in an application that creates an uncontrolled risk of death, injury, harm to animals, damage to property, environmental harm or disruption of essential services. In particular, a test must not expose anyone or anything outside the controlled test arrangement to an unmitigated hazard arising from a foreseeable failure, incorrect output, loss of communication, loss of power or unintended actuation. If the necessary protection cannot be established and maintained, the customer must not commence or continue the activity.

17.3 No safety reliance. A standard Olive development kit, sensor estimate, AI inference, communications link, web interface or software example must not serve as the sole or required protective means against a hazardous event. It must not be assigned a safety integrity level, performance level or safety certification that is not expressly supported by the relevant product documentation and agreed scope. A component labelled emergency stop, a remote stop button, a redundant sensor arrangement or a confidence estimate does not by itself establish the safety performance of the complete protective function.

17.4 Prohibited applications under the development scope. Development kits must not be used for life support; clinical diagnosis or treatment on a person; control of a medical intervention; passenger carriage; protective stopping, collision prevention or access protection on which people's safety depends; active road-vehicle, rail, vessel or aircraft control; nuclear safety; operation in an explosive atmosphere; control of hazardous chemical, pressure, thermal or energy processes; weapons deployment; or protection of critical infrastructure. Non-operational simulation or contained laboratory research into those fields is permitted only where no such real-world function or hazard is present and all other conditions are satisfied. Lawful future production use requires a separate suitable product and agreement; it is not authorised by these terms.

17.5 Persons and test environment. Only suitably trained and technically qualified personnel may install, energise, programme, move, charge or maintain the kit. The customer shall restrict access, brief everyone who may be exposed, establish an appropriate exclusion area, protect visitors and prevent unauthorised access by children or other untrained persons. A warning sign or personal protective equipment alone is insufficient where engineering safeguards are required.

17.6 Assessment before testing. Before energising the kit or executing code that can affect hardware, the customer shall document the proposed test, operating limits, credible failure modes, required safeguards, stopping method and responsible operator. The assessment must cover normal use, foreseeable misuse, setup, maintenance, loss of services, fault recovery and reasonably foreseeable interaction with other equipment. The depth of documentation must be proportionate to the actual risks and applicable law; signing an order does not certify that the assessment has been completed.

17.7 Independent safeguards. Where a test can create physical hazards, the customer shall provide protective measures appropriate to those hazards independently of the experimental function under evaluation. Depending on the assessment, these may include physical containment, guards, interlocks, mechanical restraint, independent stopping and power isolation, limits on energy, force, speed and travel, and a safe means of recovering the equipment. Protective measures must remain effective during software faults and communication loss to the extent required by the applicable safety design. Do not deliberately defeat a required safeguard to make an experiment work.

17.8 Mobile robots and actuators. The customer must assess the complete moving assembly, attachment security, payload and centre of gravity, stability, stopping distance, floor loading, traction, slope, edges, stairs, crush and shear points, entanglement, runaway motion and access to the test area. Do not ride on the platform, lift people, place a person beneath an unsupported load or allow contact with a moving mechanism. A payload within a stated mass limit can still be unsafe because of its geometry or movement. Any newly fitted superstructure, manipulator, tool or payload requires reassessment before use.

17.9 Sensors and perception. The customer must validate mounting, orientation, coordinate frames, units, sign conventions, timing, timestamps, calibration, drift, saturation, aliasing, environmental interference and plausibility within its integration. Multiple sensors, high sample rates, fusion algorithms or AI processing do not establish independent safety redundancy. A displayed value, status flag or confidence score must not be treated as proof that the physical situation is safe.

17.10 Electrical power batteries and interfaces. Use only configurations within the product's documented electrical and environmental limits. Assess polarity, grounding, current protection, isolation, accessible conductive parts, power sequencing, charging, temperature and stored energy. Do not energise visibly damaged equipment, a damaged battery or an unsafe cable assembly. The customer shall handle storage, transport, charging and disposal in accordance with applicable instructions and law. Any supplied charger, radio module or battery retains its own applicable requirements.

17.11 Software networks and remote control. The customer shall segregate experimental systems from safety-related and operational systems where necessary, control credentials and remote-command authority, and test safe behaviour on connection loss, restart, software update, watchdog event and malformed or stale data. Network availability, a ROS graph connection or a successful API response is not evidence of safe actuation. A human supervisor must have an effective local means to halt the test where the risk assessment requires one.

17.12 No unprotected live deployment. Demonstrations near the public, tests on public roads, operation in occupied work areas and connection to a customer's production process are outside the ordinary development environment. They require a separately agreed scope, applicable permissions and a documented safety arrangement before they take place. Describing a deployment as a pilot, proof of concept, demonstration or research project does not create a legal exemption or enlarge the contractual permission.

17.13 Changes and validation. Reassess and, where necessary, revalidate after changes to hardware, mounting, enclosure, cabling, antenna, power source, payload, operating system, firmware, model, application code, configuration, network, site or intended use that may affect safety or conformity. Approval of a particular test or configuration does not approve later changes. Supported developer modification rights remain available within the applicable license and permitted use.

17.14 Stop and secure. If the customer observes an unsafe condition, unexpected motion, implausible measurement, overheating, damaged protection, relevant security incident or another credible indication of danger, it shall bring the test to a safe state, prevent unintended restart and stop the affected use. It shall notify Olive without undue delay where the matter concerns the supplied product and retain proportionate evidence. The duty to act locally does not depend on receiving an Olive support response. Resumption requires the cause and necessary safeguards to be adequately addressed.

17.15 Final-system responsibility. The customer acting as integrator, manufacturer or operator must perform the duties attaching to that actual role before it places its integrated system on the market or puts it into service. These include the applicable risk assessment, design validation, testing, conformity assessment, technical file, instructions, declarations, markings, registrations and approvals. The assessment must consider the combined hardware, software, AI, power, radio, stopping functions and operating environment. Third-party certification or a notified body is required only where the applicable conformity procedure requires it.

17.16 Workplace and operator duties. The customer remains responsible for its premises, staff instruction, authorised operators, inspection, maintenance, workplace risk assessment and coordination with other employers. Where German law applies, the relevant duties include the Arbeitsschutzgesetz and the Betriebssicherheitsverordnung, including § 3 BetrSichV. CE marking on a component does not replace the employer's assessment of its actual use as work equipment. Corresponding local duties apply at other operating locations.

17.17 Product declarations. Olive's reports, declarations and conformity markings apply only to the identified product, configuration and legal scope. A declaration of incorporation for partly completed machinery is distinct from the conformity declaration for a complete machine. A component report may support, but does not complete, the customer's final-system assessment. The customer must not state that Olive has certified or approved its application unless Olive has actually done so within an expressly agreed and legally appropriate service.

17.18 Assessment of exemptions. Any exclusion from a product regime must be substantiated against that regime's actual criteria. Examples include the narrowly defined custom-built professional evaluation kits in Article 2(2)(e) of Directive 2014/30/EU, Annex I point 4 of Directive 2014/53/EU and Annex II of Directive 2014/35/EU; the research-machinery provision in Article 1(2)(h) of Directive 2006/42/EC; and the separate R&D equipment test in Article 2(4)(j) of Directive 2011/65/EU. A standard catalogue kit, university purchase or experimental software version does not automatically meet those tests. The successor rules in Regulation (EU) 2023/1230 apply according to their scope and application dates.

17.19 Assistance and records. Olive supplies the product information and documentation it is legally or contractually required to supply. Additional integration, certification, training, site assessment or validation services require a separate scope and price. Where reasonably necessary to address a substantiated misuse or safety concern, the customer shall provide relevant non-excessive information about the affected configuration, recipients and corrective measures, subject to legal restrictions and protection of unrelated secrets and personal data. This creates no general right to enter premises or inspect the customer's whole network.

17.20 Downstream supply. On any permitted resale, loan or other transfer, the customer shall preserve product identification, applicable safety information, version information and use restrictions, and pass required information to the recipient. It must not remove a development-kit warning, conceal a known hazard or represent an evaluation entitlement as production approval. These terms do not impose a new proprietary software restriction on a third-party component whose own license grants broader rights. The supplier's and recipient's actual product-law roles remain governed by law.

17.21 Responsibility for unauthorised integration. The customer bears responsibility for its own selection, integration, modifications, operating decisions, external equipment, premises and personnel to the extent allocated by the contract and applicable law. Olive does not accept an obligation to make an unagreed hazardous application suitable merely because the customer uses the kit for it. Responsibility for resulting loss is assessed under sections 21 and 22, including causation, fault, contributory conduct and the mandatory exceptions; a prohibited use does not excuse an unrelated defect attributable to Olive.

17.22 Safety action and breach. A culpable material breach of this section may give rise to the applicable rights to require cessation, suspend affected services, terminate for cause and recover legally attributable loss. Olive may refuse additional assistance that would facilitate the prohibited use. Any action must be proportionate, follow section 23 and preserve mandatory information and safety duties. Nothing authorises a remote intervention that itself creates danger.

17.23 Field action. Both parties shall communicate credible product-safety concerns, preserve relevant evidence and cooperate in legally required corrective measures. Each party remains entitled and obliged to notify authorities where applicable. Decisions on legally necessary warning, withdrawal, recall or reporting must not be delayed merely because contractual cost allocation is disputed. Recoverable costs follow the parties' legally attributable responsibilities.

17.24 Retained manufacturer duties. Olive remains responsible for the legal requirements attaching to the kit as supplied and for its actual activities, including design, manufacture, product information, foreseeable misuse, required corrective action and applicable security duties. These terms do not delegate a non-transferable duty, waive an injured third party's claim or establish a blanket CE or product-liability exemption. Section 22.1 applies throughout this section.

18 Cybersecurity and AI

18.1 Each party is responsible for its own systems and legally assigned security duties. The customer shall protect administrative access, segment networks where appropriate, maintain backups, review update notices and install necessary updates within a reasonable risk-based period after testing. Credentials, default network settings and exposed debug interfaces must be handled according to the product instructions.

18.2 Olive's applicable security-update and vulnerability-handling duties remain in force independently of a paid support renewal. The relevant product documentation identifies any contractual support commitment. No universal five-year promise or universal exemption is created by these terms; mandatory support-period requirements prevail where applicable.

18.3 Security or vulnerability reports may be sent to contact@olive-robotics.com with the subject Security report. Reports should minimise personal data and include the affected model, release and reproduction information. Good-faith reporting and lawful independent research are not prohibited. Testing a live customer installation requires the necessary authorisation and must not endanger people or systems.

18.4 AI-assisted estimates, classifications, sensor fusion and autonomy functions must be used within their documented operating domain and evaluated for the particular application. Accuracy, latency and error limits are the agreed ones; the presence of AI neither guarantees perfect results nor removes liability for a contractual defect.

18.5 The parties shall fulfil AI-law duties attaching to their actual roles and activities, including applicable literacy, transparency, oversight, recordkeeping and risk-management requirements. No provision classifies every Olive feature as high-risk or exempts every feature from regulation. A customer must not introduce prohibited uses or materially change intended use without assessing the resulting obligations.

18.6 Autonomous or AI-assisted behaviour must remain inside the customer's documented evaluation limits. The customer shall assess out-of-domain inputs, environmental changes, bias, misclassification, invalid confidence, latency and interaction with other control software before allowing outputs to influence physical action. The evaluation must not expose people or property to a hazard prohibited by section 17. A model update, fine-tuning operation or change in training data requires reassessment where it can affect behaviour.

18.7 Customer backups, safe recovery procedures and access controls must reflect the actual test and data at risk. Mandatory update installation and product-security obligations remain subject to their applicable statutory regime, including Regulation (EU) 2024/2847 where applicable. The customer must not leave an affected system in hazardous operation merely because a fix has not yet been validated; it must use an appropriate safe suspension or mitigation while validation is performed.

19 Data access and confidentiality of operational data

19.1 Neither party acquires unrestricted ownership of all data generated by a product merely by supplying or operating it. Rights to access, use and disclose data arise from law and the specific data agreement. Personal data remain subject to data protection law; data-access legislation is not itself a general legal basis for collecting personal data.

19.2 Where the EU Data Act applies, the relevant product or related-service data information must be provided before contract conclusion. It should identify the data generated, format and volume where estimable, collection frequency, storage and retention, available access, retrieval and deletion mechanisms, the data holder and intended uses. A general statement in these terms does not substitute for that product-specific information.

19.3 Statutory rights of an entitled user to access and share relevant data will be honoured subject to the applicable scope, safeguards and exemptions. Olive may verify entitlement and use lawful safeguards for trade secrets, security and third-party rights. Confidentiality is not a blanket reason to refuse required access; refusal or restriction requires the statutory conditions and procedure.

19.4 Olive may use non-personal product or related-service data only as agreed with the entitled user or otherwise lawfully permitted. The supply agreement alone does not authorise unrestricted commercial exploitation or unrelated model training. Customer-specific commercial insights must not be extracted or used to undermine the customer's commercial position in breach of applicable law.

19.5 Where Olive processes personal data on the customer's behalf, the parties must conclude an appropriate Article 28 GDPR agreement before such processing. The Privacy Policy is a notice for processing carried out in the stated roles; it is not a substitute for a data processing agreement or a consent request.

20 Confidentiality

20.1 Each party shall protect non-public technical, commercial and operational information disclosed in connection with the relationship where marked confidential or reasonably recognisable as confidential. This includes unpublished code, designs, models, manufacturing methods, security information, prices, roadmaps and customer data. The recipient may use it only for the agreement or another expressly authorised purpose.

20.2 Disclosure is permitted to staff, professional advisers and authorised subcontractors with a need to know who are bound by appropriate confidentiality duties. The recipient remains responsible to the extent provided by law for persons it engages. Reasonable technical and organisational safeguards must reflect the information's sensitivity.

20.3 Confidentiality does not cover information the recipient can demonstrate was already lawfully known, becomes public without breach, is lawfully received without restriction or is independently developed without use of the disclosure. Legally required disclosures are permitted with advance notice where lawful and reasonable protective measures. Protected whistleblowing, regulatory reporting and the exercise of legal rights remain unrestricted.

20.4 On request or termination, confidential materials shall be returned or deleted unless continued retention is required by law or for a specific legitimate evidential purpose. Restricted backup copies may remain until their ordinary overwrite cycle, without active reuse. Obligations continue for five years after the relevant disclosure and for as long as information qualifies as a protected trade secret. Personal data follow the applicable retention requirements.

21 Third party claims and customer indemnification

21.1 Claims concerning Olive rights. If a third party asserts that an unmodified Olive deliverable used as agreed infringes its rights, the customer shall notify Olive promptly, preserve relevant evidence and allow reasonable participation in defence and remediation. Olive may procure continued lawful use, modify or replace the affected item without materially reducing the agreed function, or, where an effective remedy is not reasonably possible, unwind the affected performance under the applicable legal remedies. Statutory rights for defects in title remain available.

21.2 Customer specifications and combinations. Olive is not responsible to the extent an infringement would not have arisen without customer-provided materials or specifications, unauthorised changes, unagreed combinations or use outside the licensed scope for which the customer is responsible. Any contribution by Olive, including a culpable failure to give a required warning, is taken into account. An alleged infringement alone does not establish that allocation.

21.3 Customer indemnity. The customer shall indemnify Olive against established third-party civil claims, including the reasonable and necessary costs of defending them, to the extent caused by the customer's culpable breach of these terms. This applies in particular to prohibited or unsafe use; a failure to implement safeguards allocated to the customer; unlawful modification or deployment; misleading downstream representations; removal or withholding of warnings; infringement through customer materials; unauthorised redistribution; and unlawful collection, submission or use of data. The obligation covers only loss legally attributable to that breach.

21.4 Shared responsibility and limits. The indemnity does not cover Olive's own share of responsibility, a product defect for which Olive is responsible, obligations that Olive cannot lawfully transfer, or any liability excluded from restriction by section 22.1. Where several causes contributed, the statutory allocation of responsibility applies. The customer's general responsibility for its application is not a strict guarantee against every accident or third-party allegation. Non-reimbursable administrative or criminal fines and personal criminal sanctions are outside the indemnity.

21.5 Procedure. Olive shall give the customer notice of the claim and material developments without undue delay, provide reasonably necessary available information, take reasonable steps to mitigate loss and permit meaningful participation by qualified advisers. Disclosure must protect privileged material, unrelated secrets and personal data. A delay in notice reduces recovery only to the extent the delay legally causes prejudice. Neither party shall make an admission on the other's behalf or agree to a settlement imposing payment, an admission or another obligation on the other without its consent, which shall not be unreasonably withheld for a reasonable settlement.

21.6 Recoverable amounts. Indemnification is due for a final enforceable determination, a settlement agreed under section 21.5, or an otherwise established civil liability; reasonable necessary defence costs may be recoverable before final resolution to the extent the customer's responsibility for those costs is established. There is no obligation to fund an unverified allegation, no automatic contractual penalty and no duplicate recovery. Mandatory procedural, recourse and product-liability rules prevail.

21.7 Claims against personnel. The protection in sections 21.3 to 21.6 also benefits Olive's managing directors, employees, representatives and persons engaged to perform the contract where a third-party claim against them arises from the same culpable customer breach. They may invoke that protection directly under § 328 BGB, subject to the same exceptions, defences and prohibition on double recovery. This protection does not reimburse their own non-transferable liability or give them immunity from law.

22 Liability allocation and protection of personnel

22.1 Mandatory exceptions. Olive is liable without the contractual limitations in this section for intentional conduct and gross negligence; culpable injury to life, body or health; fraudulent concealment; liability under an expressly assumed guarantee to its agreed extent; mandatory liability for defective products; and any other liability that cannot lawfully be excluded or limited. This includes liability protected by § 276(3) BGB, § 444 BGB, § 14 ProdHaftG and the applicable successor product-liability regime. These exceptions prevail over every disclaimer, use restriction, limitation, indemnity, remedy restriction and shortened limitation period in these terms.

22.2 Ordinary negligence. Subject to section 22.1, Olive is liable for ordinary negligence only where it breaches an essential contractual obligation. An essential obligation is one whose fulfilment is necessary for proper performance of the contract and on whose observance the customer may ordinarily rely. In that case liability is limited to the damage typical of the contract and reasonably foreseeable when the contract was concluded. Liability for ordinary negligence in the breach of other obligations is excluded.

22.3 Scope of recoverable loss. The limitation in section 22.2 applies to all damage categories, including lost profit, interrupted operations, loss of use, data loss and indirect or consequential loss. Such a loss is recoverable under that clause only to the extent it is typical and foreseeable for the agreed contract. A loss is not excluded merely by labelling it consequential if it falls within that test. No nominal purchase-price ceiling or arbitrary fixed monetary cap is imposed on foreseeable essential-obligation losses. An individually negotiated risk allocation may be recorded separately subject to mandatory law.

22.4 Customer sphere and causation. Subject to section 22.1, Olive is not liable for loss to the extent it is caused by a matter for which Olive has no contractual or statutory responsibility, including the customer's independent application design, unsafe test setup, external equipment, unauthorised modification, incorrect configuration, operation outside documented limits or culpable disregard of an adequate safety instruction. Where Olive and the customer both contributed, the legally applicable apportionment applies. A customer's breach does not itself establish that all loss has that cause or reverse a statutory burden of proof.

22.5 Mitigation and unusual exposure. The customer shall take reasonable measures to prevent and mitigate loss, cease unsafe operation, secure affected property and notify Olive of material circumstances needed for mitigation. An unusual risk of exceptionally high loss must be disclosed in accordance with section 5.5. The effect of a failure is determined under § 254 BGB and other applicable law; there is no automatic loss of every remedy. Olive must likewise take the mitigation steps legally required of it.

22.6 Data and restoration. When assessing liability for lost or corrupted data, account is taken of the agreed backup duties, available restoration methods and what reasonable protection would have prevented. The customer shall maintain backups appropriate to its own systems and evaluation activities. No reduction is imposed for a missing customer backup where backup or preservation was Olive's responsibility, or where the backup would not have avoided the relevant loss. Mandatory personal-data rights and liability are unaffected.

22.7 Types of claim. The permitted exclusions and limitations apply, subject to section 22.1, to contractual damages, damages for breach of pre-contractual duties, reimbursement of wasted expenditure and non-contractual damages, including claims under § 823 BGB where they may lawfully be limited by agreement. They do not remove statutory rights to performance, cure, price reduction, withdrawal or termination on their respective conditions. There shall be no double compensation for the same loss.

22.8 Personnel. Olive's managing directors, shareholders acting on its behalf, employees, representatives, agents and subcontractors engaged in performance may invoke the same permitted exclusions and limitations for claims connected with that performance. The parties intend this protection to be directly enforceable by those persons under § 328 BGB. Each protected person remains subject to the exceptions in section 22.1; the protection does not excuse that person's intentional wrongdoing or displace an independent mandatory duty.

22.9 Company obligation. The contractual supplier is the GmbH. The statutory separation of company obligations under § 13 GmbHG remains applicable. A signature or communication expressly made for Olive does not itself create a personal guarantee, personal assumption of a debt or promise of a particular research result. Independent grounds for personal liability, including applicable duties under § 43 GmbHG or tort, insolvency, tax, social-security and criminal law, are not extinguished by this contract. These terms bind neither an authority nor an injured third party that has not validly agreed to them.

22.10 Statutory interpretation. This allocation operates within §§ 305 to 310 BGB and the applicable mandatory German and EU rules. It does not require a customer to waive access to a competent court, make a false factual acknowledgment, surrender protected reporting rights or accept that a manufacturer owes no legal duties. The absence of an exclusion in a particular clause does not create an additional guarantee or strict contractual liability beyond the agreement and applicable law.

23 Term suspension and termination

23.1 A one-time delivery contract concludes through performance subject to surviving duties. A fixed-term subscription or support agreement lasts for the stated period. Automatic renewal applies only if the order clearly specifies the renewal period and cancellation deadline. If a continuing contract is expressly indefinite and states no notice period, either party may terminate on three months' notice to the end of a calendar month, without overriding mandatory switching rights or agreed minimum performance.

23.2 Material breach permits termination for cause under applicable law, normally after notice and a reasonable opportunity to remedy. A breach incapable of cure, serious unlawful use or urgent safety risk may justify immediate action where legally permissible. Insolvency alone does not authorise a termination contrary to mandatory insolvency law.

23.3 Suspension must be limited to the affected service and proportionate to the breach, non-payment or concrete security threat. Olive will give advance reasons and a cure opportunity where practicable, and restore service when the grounds end. Suspension is not a right to remotely immobilise a robot or disable safety functions in a manner that creates danger.

23.4 On termination, amounts properly accrued remain payable. Prepayments for unprovided services must be settled under the applicable contractual and statutory rules. Accrued perpetual licenses do not terminate merely because an unrelated service ends. Necessary transition, data access, confidentiality, payment, intellectual property and lawful liability provisions survive to the extent relevant.

23.5 Where a hosted service is a data processing service within the EU Data Act, the statutory switching and exit regime applies. The Software License Agreements include a switching module for services in scope. A customer cannot be forced to surrender mandatory export or switching rights by a general termination fee or data lien.

23.6 On reliable evidence that an affected service is being used in material breach of section 17, Olive may require an explanation and corrective measures and may suspend the affected service where a lawful and proportionate response is necessary. Urgent action may precede notice where reasonably necessary to prevent imminent harm; reasons shall follow as soon as practicable and lawful. Restoration follows when the grounds cease. Termination for cause follows the conditions of § 314 BGB and, where relevant, §§ 323 and 324 BGB. This clause does not create a right to confiscate customer property or remotely disable protective functions.

23.7 The customer shall provide the information reasonably necessary to evaluate and resolve a substantiated misuse concern, subject to confidentiality, privilege and data protection. Olive does not acquire a general duty or practical ability to detect every unsafe activity merely because this contract gives it enforcement rights.

24 Events beyond reasonable control

24.1 A party is excused from the affected performance only to the extent and for the period an event beyond its reasonable control actually prevents performance and the legal conditions for relief are met. Examples may include severe natural events, war, lawful governmental restrictions and unavoidable infrastructure failures. A routine shortage, price increase, avoidable cyber incident or a supplier's default is not automatically force majeure.

24.2 The affected party shall notify the other promptly, explain the impact, mitigate reasonably and resume performance as soon as practicable. Payment for performance already received is not suspended merely because an event occurs. Statutory rules on impossibility and disturbance of the contractual basis remain applicable.

24.3 If the impediment continues for more than 60 consecutive days, either party may terminate the materially affected unperformed portion on notice where continuation is unreasonable, without prejudice to any earlier statutory right. Amounts relating to unperformed obligations will be returned or otherwise settled as required by law. Fault-based liability for a party's own contribution remains subject to section 22.

25 Export sanctions and international supply

25.1 Each party shall comply with export controls, sanctions, customs and anti-corruption laws legally applicable to its activities. This includes relevant EU and German requirements and third-country controls where a lawful jurisdictional nexus exists. No party is required by these terms to act contrary to EU blocking legislation or other overriding law.

25.2 The customer must provide reasonably necessary end-user, destination, end-use and re-export information and must not knowingly divert products or controlled technology to prohibited recipients or uses. Olive may pause the affected performance while a concrete legal restriction or necessary authorisation is assessed, with prompt notice to the extent lawful. Olive remains responsible for its own classification and exporter obligations.

25.3 Where a no-re-export clause or other contractual restriction is legally required for a particular item, territory or transaction, it must be supplied in the relevant order with the required scope, remedies and reporting duties. This general provision does not substitute for an item-specific mandatory clause.

25.4 Overseas use may require local product approval, registration, radio authorisation, language, labelling or import arrangements. The order allocates additional services and costs, while the obligations of each actual manufacturer, exporter, importer and distributor remain governed by law. German governing law does not override mandatory destination-country requirements.

26 Resale and environmental responsibilities

26.1 Ordinary resale of lawfully acquired goods is subject to applicable exhaustion and competition law. Distribution of additional software copies, use of Olive trademarks in branding or a claim to authorised-partner status requires the corresponding rights. No minimum resale price or blanket restriction on lawful passive sales is imposed by these terms.

26.2 An OEM or reseller shall preserve required product identifiers, safety documentation and licensing notices and communicate applicable restrictions and update information to downstream users. It must not make unauthorised promises on Olive's behalf. Its own integration, relabelling or substantial modification may create additional legal responsibilities.

26.3 Disposal, take-back, battery, packaging and electrical-equipment obligations are determined by applicable law and the parties' actual roles. The customer must not dispose of regulated equipment unlawfully. Olive's non-transferable producer registration, financing or take-back obligations are not waived. Any permissible B2B waste-management arrangement must be specifically documented.

27 Final provisions and disputes

27.1 The agreement is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods. Overriding mandatory rules and mandatory conflict-of-law protections remain applicable. Intellectual property scope, property security and public-law duties may be subject to additional territorial laws.

27.2 The courts of Munich, Germany, have exclusive jurisdiction where the customer is a merchant, a legal entity under public law or a special fund under public law and such an agreement is permitted. For cross-border contracts, the requirements of applicable jurisdiction instruments, including Article 25 Brussels I bis where relevant, must be met. For other customers, jurisdiction follows statute. Mandatory exclusive jurisdiction is unaffected.

27.3 The customer may not assign contractual performance rights without Olive's prior consent, which will not be unreasonably withheld where Olive's legitimate interests are protected. This does not restrict assignments permitted by § 354a HGB, mandatory software exhaustion or other mandatory law. Assignment of the whole contract requires the legally necessary consent. There is no automatic right for Olive to transfer all obligations to any third party.

27.4 If a provision is invalid, the remaining agreement continues subject to § 306 BGB. Statutory law fills the gap where applicable. An invalid clause is not automatically rewritten to the most company-favourable legally permissible wording. Individual agreements and supplementary interpretation under the law remain possible.

27.5 Failure to enforce a right on one occasion is not a general waiver. Electronic records may evidence orders and notices without altering statutory burdens of proof. Contract amendments require agreement; mere continued use or silence is not a general acceptance mechanism.

27.6 For an ordinary contractual dispute, the parties should first send a concise account to their authorised commercial contacts, identify the requested remedy and consider an amicable solution. This is not a mandatory waiting period or an admissibility condition for legal proceedings. Urgent relief, preservation of limitation periods, statutory complaints and direct recourse to a competent court remain available. Recoverable legal costs follow applicable law; no penalty applies merely because the customer brings a claim.

27.7 The statutory references in these terms identify relevant legal rules; they do not reproduce every requirement or incorporate an external website's changing text as a new contractual promise. The legally applicable version and transitional rules govern. Required foreign-market rules remain applicable despite the German choice of law.

28 Payment details and contact

28.1 Unless a verified invoice states otherwise, the company payment details supplied for this version are: account holder Olive Robotics GmbH; institution Olinda Zweigniederlassung Deutschland; IBAN DE25100101230001247805; BIC QNTODEB2XXX; institution address Potsdamer Platz 1, 10785 Berlin, Germany. Payment must identify the invoice number. Bank details do not themselves constitute a demand for payment.

28.2 Verify unexpected changes to payment instructions using an independently known company contact. This precaution does not alter the legal allocation of responsibility for payment fraud. For contracts, defects, security reports and formal notices use contact@olive-robotics.com or the company postal address above.