General Terms and Conditions

These General Terms and Conditions (GTC) apply to all deliveries, services and offers of Veyra Robotics GmbH (hereinafter “Veyra”) towards entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 of the German Civil Code (BGB).

The GTC apply in particular to the sale, rental and provision of robotic systems, automation solutions, software, AI applications, Robot-as-a-Service models (RaaS), consulting services, integration services, training, maintenance and service.

Deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if Veyra has expressly agreed to their application in writing.

These GTC also apply to future business relationships with the same customer without the need for renewed reference.

The subject matter of the contract is the deliveries and services of Veyra Robotics GmbH described in the respective offer, order or project agreement.

The services may include in particular consulting, conception, selection, procurement, rental, delivery, integration, commissioning, training, maintenance, remote maintenance, project support and the operation of robotic systems and automated solutions.

Information on technical properties, performance data, ranges, runtimes, capacities or other product characteristics is based on manufacturer specifications and serves solely as a description of services. Minor technical deviations remain reserved.

Insofar as Veyra arranges or integrates services from third-party providers, this is done on the basis of the respective manufacturer and licence conditions.

Changes to the scope of services during project implementation require a written agreement and may incur additional costs as well as adjustments to delivery and performance deadlines.

Offers from Veyra are subject to change and non-binding unless they are expressly designated as binding.

A contract is concluded upon written acceptance of the offer by the customer and the subsequent order confirmation by Veyra.

Written acceptance includes in particular signed offers, e-mail confirmations, digital signatures and written orders referring to the respective offer.

Verbal collateral agreements, changes or additions require written confirmation by Veyra to be effective.

Veyra is entitled to reject orders without giving reasons if legal, technical or economic reasons preclude acceptance of the order.

All prices are net plus the applicable statutory value added tax.

Unless otherwise agreed, invoices are due for payment without deduction within 14 calendar days of the invoice date.

Veyra is entitled to demand a down payment of up to 50% of the order value before the start of the project or before ordering hardware. The delivery of hardware or the start of project services may be made dependent on receipt of the down payment.

For projects with an order value of more than EUR 25,000, Veyra may demand reasonable instalment payments in line with the project progress.

For customer-specific procured robotic systems, software licences or custom-made products, the full purchase price is owed regardless of the actual call-off or use by the customer.

Package prices, pilot projects, integration packages, training packages or other flat-rate service packages are based on the scope of services defined in the respective offer. Additional services, change requests or extra work are charged separately at Veyra’s applicable rates.

For Robot-as-a-Service (RaaS), rental, service or maintenance contracts, the agreed monthly or recurring fees are owed regardless of the actual extent of use, provided that the agreed systems and services are provided in accordance with the contract.

Services provided outside the contractually agreed service hours, in particular on-site deployments, special services, express services, individual software adaptations or customer-specific development services, may be charged separately.

Travel, accommodation, transport, shipping, customs, import and other project-related incidental costs are invoiced additionally unless expressly agreed otherwise.

The customer is only entitled to set-off or retention insofar as its counterclaims have been legally established or recognised by Veyra.

In the event of default of payment, the statutory default interest pursuant to Section 288 BGB applies. In addition, Veyra is entitled to charge a flat processing fee of EUR 50.00 for each justified reminder. The assertion of further damages remains reserved.

The goods, robotic systems, components, software licences and other delivery and service items supplied by Veyra Robotics GmbH remain the property of Veyra Robotics GmbH until full payment of all claims arising from the respective business relationship. Until full transfer of ownership, the customer is not entitled to pledge the reserved goods, transfer them as security or grant other rights to them in favour of third parties.

If the customer fails to meet its payment obligations despite a reminder and the setting of a reasonable grace period, Veyra Robotics GmbH is entitled to reclaim or take back the reserved goods. Furthermore, Veyra Robotics GmbH reserves the right to temporarily restrict or suspend access to software-based functions, cloud services, remote maintenance services or other digital additional services until the outstanding claims have been settled in full, provided this is technically possible and legally permissible.

The assertion of further statutory or contractual claims remains unaffected.

The customer may cancel an order in writing at any time. Services already rendered, project expenses incurred, travel costs, third-party services and hardware procured or ordered for the customer must be remunerated in full.

If cancellation takes place after placing the order but before the start of the project, Veyra is entitled to charge a flat processing fee of 15% of the order value, but at least EUR 500.

If cancellation takes place after the start of the project, all services rendered up to the time of cancellation are to be invoiced on the basis of the agreed remuneration. Down payments already made are offset against this.

For customer-specific procured, configured, programmed or adapted robotic systems, software components and accessories, cancellation after ordering is excluded. The customer bears all resulting costs.

Already agreed on-site appointments can be rescheduled free of charge up to 7 calendar days before the appointment. For cancellations at shorter notice, Veyra reserves the right to charge the personnel, travel and preparation costs incurred.

Services already commenced are deemed to have been rendered in accordance with the contract to the extent of the work performed and must be remunerated by the customer.

Delivery and performance deadlines are only binding if they have been expressly confirmed in writing by Veyra Robotics GmbH.

All deadlines are subject to timely supply by upstream suppliers and timely cooperation by the customer.

Delays due to force majeure, official orders, supply bottlenecks, strikes, technical disruptions, lack of customer cooperation or other circumstances for which Veyra is not responsible shall extend agreed deadlines appropriately.

Claims for damages due to delays in delivery or performance are excluded unless they are based on intent or gross negligence on the part of Veyra.

Partial deliveries and partial services are permissible insofar as they are reasonable for the customer.

All concepts, methods, software adaptations, programming, documentation, training materials, project documents, integration concepts and other work results developed by Veyra Robotics GmbH remain the intellectual property of Veyra Robotics GmbH unless expressly agreed otherwise in writing.

Upon full payment of the agreed remuneration, the customer receives a simple, non-transferable right to use the work results provided within the scope of the project for its own operational purposes.

Any transfer, reproduction, publication, marketing or use by third parties requires the prior written consent of Veyra Robotics GmbH.

General know-how, methods, processes and experience that arise or are further developed within the scope of a project may be used by Veyra without restriction for other projects and customers as well.

The statutory provisions on claims for defects apply to Veyra's deliveries and services subject to the following provisions, unless expressly agreed otherwise or mandatory statutory provisions prevail.

The customer shall inspect delivered goods without undue delay after delivery and notify recognisable defects in text form within seven working days; hidden defects shall be notified without undue delay after their discovery. Section 377 of the German Commercial Code (HGB) remains unaffected.

For newly delivered robots, charging stations, accessories and other hardware, the limitation period for claims for defects is twelve months from delivery. The rights to supplementary performance, price reduction and withdrawal otherwise remain unaffected.

For goods expressly designated as used or as demonstration units, the limitation period is six months from delivery. Before the contract is concluded, Veyra informs the customer of the known condition of the goods, in particular of signs of use and functional limitations. Expressly agreed characteristics remain decisive.

For work services, in particular installation, configuration, mapping, system integration and commissioning of robot systems, the limitation period is twelve months from acceptance; this does not apply where the law mandatorily provides for longer periods. Acceptance is generally documented in a joint acceptance report. The service is deemed accepted if the customer does not refuse acceptance within 14 days of notification of completion, stating at least one defect, or if the customer uses the system productively.

For separately commissioned maintenance and repair services, the limitation period is twelve months from acceptance. For ongoing maintenance and service contracts, the scope of services, maintenance intervals, response times, term and remuneration are governed by the respective contract. If the customer concludes a maintenance contract directly with a manufacturer or its distribution partner, its terms apply.

Under rental, pilot and robot-as-a-service contracts, Veyra remedies defects in the systems provided during the term within a reasonable period. Strict liability for defects already present when the contract was concluded (Section 536a (1) alt. 1 BGB) is excluded.

Software, cloud-based applications, data transmission, device monitoring, fleet management and data analytics are governed by the respectively agreed terms of use. Availability, maintenance windows, technical requirements, data processing and service levels are governed by the respective service description.

There are no claims for defects insofar as damage or functional impairments are based exclusively on normal operational wear and tear, improper operation, use other than as intended or external influences and are not attributable to a defect existing at the time the risk passed or to a breach of duty for which Veyra is responsible. This applies in particular to the normal wear and tear of cleaning brushes, filters, mopping components, wheels, batteries and comparable wear parts.

Voluntary manufacturer guarantees apply in addition to the statutory rights in respect of defects in accordance with the guarantee conditions of the respective manufacturer. Veyra only assumes its own guarantee if it is expressly agreed.

The shortened limitation periods do not apply to claims for injury to life, body or health, in the event of intent or gross negligence, fraudulent concealment of a defect, to the extent of a guarantee assumed, or to claims under the Product Liability Act. The statutory provisions on supplier recourse (Sections 445a, 445b, 478 BGB) remain unaffected. Claims for damages are otherwise governed by Section 9.

Veyra Robotics GmbH is liable without limitation for damages based on intent or gross negligence as well as for damages arising from injury to life, body or health.

In the case of simple negligence, Veyra is only liable for the breach of material contractual obligations (cardinal obligations). In this case, liability is limited to the foreseeable damage typical for the contract.

Veyra’s liability is limited in amount to the respective order value, but no more than EUR 250,000 per claim, insofar as legally permissible.

Veyra is not liable for indirect damage, consequential damage, loss of production, business interruptions, data loss, lost profit or other financial losses, insofar as legally permissible.

The customer remains responsible for the safe and legally compliant use of the delivered robotic systems. This includes in particular compliance with all applicable occupational safety, data protection, machinery, AI and operating regulations.

Both contracting parties undertake to treat all technical, commercial, organisational and other confidential information that becomes known to them in the course of the business relationship as strictly confidential and to use it exclusively for the implementation of the respective project.

Confidential information includes in particular trade and business secrets, technical drawings, source codes, process descriptions, production data, security concepts, customer data, pricing, project documents and information about the robotics, software and AI systems used.

The confidentiality obligation continues to apply for a period of five years beyond the termination of the contractual relationship.

The processing of personal data is carried out exclusively in compliance with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR).

Photo, video or image recordings at the customer’s premises may only be made and published by Veyra with the customer’s prior consent.

The contract term results from the respective offer, project agreement or service agreement.

One-off delivery, consulting or integration services end upon full provision of the agreed services.

Maintenance, support, service and Robot-as-a-Service (RaaS) contracts are each extended by a further twelve months unless terminated in writing by one of the contracting parties with three months’ notice to the end of the contract.

The right to extraordinary termination for good cause remains unaffected.

In the event of termination, all services rendered, expenses incurred, components ordered and other project-related costs up to the time of termination are to be remunerated by the customer.

In the case of rental, leasing or RaaS models, the systems provided must be returned to Veyra in proper condition without delay after the end of the contract.

The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of performance for all services is the registered office of Veyra Robotics GmbH.

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Leipzig, insofar as legally permissible.

Changes, additions or collateral agreements to these GTC must be made in writing. This also applies to the waiver of this written form requirement.

Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with an economically equivalent and legally permissible provision as far as possible.

The assignment of the customer’s claims against Veyra requires the prior written consent of Veyra Robotics GmbH.