Mitutoyo Europe GmbH: GTB For Part Program Development.pdf

## Mitutoyo Europe GmbH Part Program Development GTB Summary (March 2011)

These General Terms and Conditions (GTB) govern the business relationship between Mitutoyo Europe GmbH ("Mitutoyo") and its customers for the development and delivery of part programs, also known as software. They supplement Mitutoyo's general terms and conditions for works and services.

Scope:

Applies exclusively to companies under German law (BGB § 14).

Contract Subject:

1. Initial Phase: Development of a measurement strategy based on the customer's drawing and workpiece.
2. Main Deliverable: A customized part program that:
Controls settings for measuring the customer's workpiece parameters specified in Mitutoyo's offer.
Defines measurement points and approach methods for the customer's measuring device.
May include evaluation of measurement results as per the offer.
3. Delivery: Mitutoyo delivers the part program on a suitable data carrier (CD-ROM, DVD), by email, or through on-site installation with a trial run. Paper and/or digital documentation is provided post-installation.

Shipment & Risk Transfer:

1. Mitutoyo ships programs at the customer's risk and expense if not installed on-site.
2. Risk transfers to the customer upon handover to the shipping agent, freight carrier, or designated company for delivery.
3. If shipment is delayed due to late payment by the customer, risk transfers upon notification of readiness for shipping/installation.
4. The customer has a right to receive the source code upon full payment.

Copyright and Reproduction:

1. The customer may reproduce the program for internal business use (installation, loading into RAM).
2. Backup copies are permitted. All reproductions must include an appropriate copyright notice.
3. Documentation reproduction is limited to internal business use.
4. Commercial exploitation of the program by the customer beyond these terms is prohibited.

Transfer and Leasing:

1. The customer may permanently transfer the software to third parties with written agreement from Mitutoyo, subject to information obligations. The original user's rights expire upon transfer.
2. Temporary leasing to third parties is allowed for non-commercial purposes only, with strict conditions regarding return/destruction of program materials and confirmation of compliance.
3. Leasing to competitors is prohibited.

Modifications & Commercial Exploitation:

1. Mitutoyo reserves the right to modify programs, but may delegate this to third parties under specific circumstances.
2. The customer does not have the right to commercially exploit the software beyond the scope of these GTB.
3. Removal or alteration of copyright marks is strictly prohibited.

Legal Defects:

Mitutoyo warrants that the part program will be free of defects and perform as described in the offer.