General Terms and Conditions

1. These General Terms and Conditions apply to all contracts between OHMIRIS, Prenzlauer Allee 7, 10405 Berlin, Germany ("OHMIRIS"), and its customers.

2. OHMIRIS offers its services exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law.

3. No contracts with consumers are concluded on the basis of these Terms.

4. Deviating, conflicting or supplementary terms of the customer form part of a contract only if OHMIRIS has expressly agreed to their application in text form.

5. Individually agreed contractual terms, service descriptions, statements of work, quotations or order confirmations take precedence over these Terms in the event of a conflict.

1. OHMIRIS provides services in particular in the fields of electro-optics, sensor systems, camera and image-processing systems, computer vision, artificial intelligence and machine learning, sensor fusion, embedded systems, electronics development, PCB development, firmware, software development, mechatronic system integration, prototype development, research and development, technical consulting, systems engineering, simulation, testing and validation, and customer-specific technical solutions.

2. The specific scope of services is determined exclusively by the relevant quotation, contract, statement of work, requirements/specification document or other agreed service description.

3. Unless a specific outcome has expressly been agreed, OHMIRIS owes only the professional performance of the agreed development or consulting services.

4. Research, development and prototype services inherently involve technical uncertainties. OHMIRIS therefore does not owe technical feasibility or production readiness unless this has expressly been agreed as the owed result.

1. Quotations from OHMIRIS are non-binding unless expressly designated as binding.

2. A contract is formed by signing a contract, accepting a quotation, written or electronic order confirmation, or commencing performance on the basis of a corresponding agreement.

3. Technical illustrations, renderings, presentations, product sheets, simulations, performance forecasts and concept drawings are descriptive only unless expressly agreed as binding characteristics.

1. The customer shall provide all information, documents, data, interface specifications, samples, test systems and contacts necessary for proper performance in good time.

2. The customer is responsible for the accuracy and completeness of its specifications.

3. Delays or additional effort resulting from late, incomplete or incorrect cooperation may lead to an appropriate adjustment of deadlines and remuneration.

1. Changes to the scope of services requested after conclusion of the contract are change requests.

2. OHMIRIS assesses the impact of a change request on technical feasibility, development effort, deadlines, costs, resources and risks.

3. OHMIRIS is not obliged to implement a change request until agreement has been reached on its effects on remuneration and schedule.

1. Dates are binding only if expressly agreed as binding.

2. Delivery or performance dates shall be extended appropriately if delays result from missing customer cooperation, change requests, supply shortages, force majeure, official measures, export-control procedures or supply-chain disruptions not attributable to OHMIRIS.

1. Remuneration is determined by the relevant quotation or contract.

2. Unless agreed otherwise, all prices are net plus statutory VAT.

3. Services may be invoiced in particular on a fixed-price, time-and-materials, hourly, daily-rate, milestone or separately agreed remuneration basis.

4. Additional services outside the agreed scope are remunerated separately.

5. Travel, shipping, material, production, testing, certification and external laboratory costs are charged additionally unless expressly agreed otherwise.

1. Unless agreed otherwise, invoices are payable within 14 calendar days of the invoice date without deduction.

2. OHMIRIS may require reasonable advance or milestone payments, particularly for development and prototype projects.

3. Statutory provisions apply in the event of late payment.

4. In the event of substantial payment arrears, OHMIRIS may withhold further performance until payment, where reasonable in view of both parties’ interests.

1. Where contractual performance is capable of acceptance, OHMIRIS shall notify the customer of completion.

2. The customer shall examine the performance within a reasonable period and declare acceptance or notify specific material defects.

3. Acceptance may not be refused for immaterial defects. Partial acceptances may be agreed.

1. Systems referred to as prototypes, engineering samples, demonstrators or development equipment are generally not production-ready products.

2. They may have limitations relating in particular to reliability, service life, certification, electromagnetic compatibility, environmental resistance, functional safety, cybersecurity and manufacturing readiness.

3. Use in safety-critical, military, aviation, medical or other regulated applications requires a separate express agreement and, where applicable, the approvals or qualifications required for that purpose.

Delivered movable goods remain the property of OHMIRIS until all claims arising from the relevant contractual relationship have been paid in full.

1. All rights in technologies, software, algorithms, models, libraries, circuits, PCB building blocks, designs, processes, architectures, know-how, documentation, tools and other work results that existed before the beginning of a customer project or were developed independently of it remain with OHMIRIS.

2. This applies in particular to reusable technical components and development platforms ("Background IP"). A customer order does not transfer Background IP.

1. Rights in work results newly developed in a customer project remain with OHMIRIS unless an express written agreement provides otherwise.

2. After full payment, the customer receives the rights of use expressly agreed in the relevant contract.

3. Unless agreed otherwise, the customer receives a non-exclusive, non-transferable right to use the delivered project results solely for the contractually intended purpose.

4. Transfer of exclusive rights, complete source code, manufacturing data or all intellectual-property rights requires express agreement and may be remunerated separately.

1. Delivery of a software product does not automatically include release of source code.

2. Delivery of a hardware product or prototype does not automatically include complete CAD data, Gerber files, PCB source data, FPGA source data, manufacturing drawings, production databases, training data, model weights, internal testing tools or build systems.

3. Such material is released only where expressly agreed.

1. OHMIRIS may use open-source software and third-party components where technically and legally appropriate.

2. The relevant licence terms of the rights holders additionally apply to such components.

3. Third-party ownership or licence rights are not transferred to OHMIRIS or the customer through the contract.

1. Results of AI, machine-learning and computer-vision systems may be subject to statistical uncertainty, misclassifications, false positives or false negatives.

2. Unless expressly agreed otherwise, OHMIRIS does not guarantee a 100% detection, classification or recognition rate.

3. Performance metrics apply only under the agreed test conditions.

4. The customer is responsible for assessing whether an AI system may be used for its specific operational or safety-critical application, unless OHMIRIS has expressly been commissioned to carry out that assessment.

1. The parties shall keep confidential all business and technical information marked as confidential or recognisably confidential by its nature.

2. This includes in particular technical specifications, algorithms, source code, circuit diagrams, PCB layouts, CAD files, BOMs, sensor architectures, test data, prototypes, price structures, supplier information, roadmaps, security concepts and non-public product information.

3. Further non-disclosure agreements remain unaffected.

1. The parties shall comply with all applicable German, European and other export-control and sanctions regulations binding on the relevant transaction.

2. This applies in particular to goods, software and technologies that may be classified as dual-use goods, military goods, controlled technologies, sanctioned goods or otherwise goods requiring authorisation.

3. At OHMIRIS’s request, the customer shall provide all information needed to assess end use, end user, destination country and any licence requirement.

4. OHMIRIS is not obliged to make a delivery, provide technical assistance or software, or otherwise perform where this would violate export-control or sanctions law or where required approvals are missing.

5. Delivery and performance obligations are suspended for the duration of necessary official review or approval procedures. The customer is prohibited from unlawfully transferring controlled products, software, technical data or technologies.

The customer shall use products, software and technologies delivered by OHMIRIS only in compliance with laws applicable to the respective use. OHMIRIS is not responsible for unlawful use, modification, integration or transfer by the customer or third parties.

1. Subject to statutory requirements, OHMIRIS shall first remedy justified defects by repair or replacement performance.

2. OHMIRIS must be given a reasonable opportunity to investigate and cure.

3. Claims do not exist in particular for errors caused by improper use, unauthorised changes, faulty third-party integration, unsuitable operating conditions or failure to observe technical requirements.

4. To the extent permitted by law and unless otherwise individually agreed, the limitation period for warranty claims in business transactions is twelve months from the statutory commencement of the limitation period. Claims for which a reduction is not legally permissible remain unaffected.

1. OHMIRIS has unlimited liability in cases of intent and gross negligence, culpable injury to life, body or health, mandatory product-liability provisions and the scope of expressly assumed guarantees.

2. In the event of slight negligence in breach of an essential contractual obligation, OHMIRIS is liable only for foreseeable damage typical of the contract at the time of conclusion. Essential contractual obligations are obligations whose fulfilment makes proper performance possible in the first place and on whose observance the other party regularly relies.

3. Otherwise, liability for slight negligence is excluded to the extent permitted by law.

4. The above limitations of liability apply accordingly to OHMIRIS’s organs, employees, representatives and vicarious agents.

Neither party is liable for delay or non-performance caused by events outside its reasonable control. Such events may include natural disasters, war, terrorism, official measures, embargoes, export restrictions, significant cyberattacks, significant failure of critical infrastructure, major supply-chain disruption or industrial action.

The affected party shall inform the other party without undue delay and seek to limit the impact appropriately.

OHMIRIS may use qualified subcontractors, development partners or specialist service providers unless expressly agreed otherwise. OHMIRIS remains responsible to the customer for proper performance of the contractual service.

OHMIRIS may use a customer’s name, logo or specific project details as a public reference only with the customer’s prior consent. General, non-identifying information about industries or project types remains permissible provided no confidential information is disclosed.

The parties shall comply with applicable data-protection provisions. Where OHMIRIS processes personal data on behalf of a customer and the requirements of Article 28 GDPR are met, the parties shall conclude a separate data-processing agreement before such processing begins.

The customer may set off only undisputed or legally established claims, unless mandatory statutory provisions provide otherwise. Statutory rights of retention based on claims arising from the same contractual relationship remain unaffected.

The right to ordinary termination is governed by the relevant individual contract. Each party’s right to extraordinary termination for good cause remains unaffected. Services performed and binding project-related costs incurred before termination becomes effective shall be remunerated in accordance with the contractual provisions.

The assignment of material rights or obligations under the contract by the customer requires prior consent from OHMIRIS, unless mandatory statutory provisions provide otherwise.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods, to the extent its exclusion is legally permissible.

Where the customer is a merchant, legal entity under public law, special fund under public law, or where a jurisdiction agreement is legally permissible, the exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship is Berlin. OHMIRIS remains entitled to sue the customer at its general place of jurisdiction.

Should individual provisions of the contract or these Terms be or become wholly or partially invalid, the remaining provisions remain unaffected. Statutory provisions replace the invalid provision.

OHMIRIS
Prenzlauer Allee 7
10405 Berlin
Germany
Email: info@ohmiris.com