Terms & Conditions

1. Scope

a) These Supplementary OSS Terms and Condi-tions of Purchase of Robert Bosch GmbH and/or its affiliated companies in which Robert Bosch GmbH has the industrial lead (hereinaf-ter collectively referred to as "BOSCH") shall apply in business transactions with companies with regard to the purchase/licensing of soft-ware, services and hardware, including up-dates of the supplier (as a stand-alone product or as part of a delivered software or hardware) ("Contract Products"). These Contract Prod-ucts may also be integrated in, embedded in or used in combination with products manufac-tured or distributed by BOSCH (hereinafter col-lectively referred to as "BOSCH Products"). These Supplementary OSS Terms and Condi-tions of Purchase supplement in this respect the General Terms and Conditions of Purchase of Robert Bosch GmbH. These Supplementary OSS Terms and Conditions of Purchase shall also apply to software parts (patches, fixes) and new versions or updates of the above-mentioned software provided by the SUPPLIER under warranty or as part of software mainte-nance services.

This applies, for example, but not exclusively, to cases in which the SUPPLIER:

- provides OSS to BOSCH;

- licenses to Bosch software and/or technology that contains OSS components;

- designs/develops software and/or technology for BOSCH that contains OSS components;

- sells/otherwise provides a hardware product to BOSCH that contains OSS components that (1) are bundled with it, (2) are installed on it (e.g., are integrated into the firmware as part of the Product), or (3) are distributed sepa-rately but are intended for use with the hard-ware product;

- provides OSS components combined with ser-vices for Bosch, partners or customers;

- provides the required OSS components for BOSCH to use/operate/create the contract product.

b) Our Supplementary OSS Terms and Conditions

of Purchase shall apply exclusively; we only ac-cept general terms and conditions of the sup-plier which conflict with or deviate from our Supplementary OSS Terms and Conditions of Purchase to the extent that we have expressly agreed to them in writing. The acceptance of goods or services of the supplier or their pay-ment does not constitute consent, even if the acceptance or payment is made in knowledge of conflicting or supplementary contractual terms and conditions of the supplier. Similarly, any previously agreed contractual terms of the Sup-plier that conflict with or supplement these Terms and Conditions of Purchase shall no longer be accepted.

2. Definitions

a) "Open Source Software", "Free and Open Source Software", "OSS", "FOSS" or " OSS Com-ponent " shall mean software

(1) under a license agreement that

- conforms to the Open Source definition published by the Open Source Initiative (OSI) or the Free Software definition pub-lished by the Free Software Foundation (FSF);

- permits the distribution or provision of ac-cess to the Software only if material or in-formation (e.g. license texts, copyright/au-thor notices, source code or written offer (= written offer) for it, makefiles, scripts, other software...) or links to material and/or information ("Additional OSS Ma-terials") are provided or otherwise dis-closed together with the Software ("OSS License");

or

(2) which is dedicated to Public Domain.

b) "Copyleft Terms" means an OSS License that re-quires that modifications or derivative works of the OSS Component be licensed under such terms of such OSS License (e.g.: GPLv2).

3. Agreement on OSS, copyleft conditions, obliga-tions of SUPPLIER

a) Information about OSS. OSS which is or is to be included in the Contract Product supplied but which has not been disclosed prior to conclu-sion of the contract shall be deemed not to have been accepted by BOSCH unless BOSCH has ex-pressly accepted it. If the Contract Products contain (will contain) OSS, SUPPLIER shall in-form BOSCH as early as possible about names and version numbers of OSS components and OSS licenses as well as any updates/changes. Any deviation from the agreed OSS components and/or OSS licenses in the Contract Products shall require the prior written consent of BOSCH, which BOSCH may not unreasonably withhold.

b) Legal/Licensing Obligations. SUPPLIER shall comply with all obligations related to OSS (e.g. OSS licenses and copyright law) applicable to the Contract Products.

c) Agreement on certain types of licenses. In ad-dition, software licensed under

(1) GNU Affero General Public License (AGPL), Reciprocal Public License (RPL), Apple Public Source License (APSL), Open Source License (OSL), Common Public Attribution License (CPAL), Server Side Public License (SSPL), or any other license where providing the func-tionality or using the software or portions thereof as a service (e.g., SaaS, Application Service Providing [ASP], Managed Service Providing [MSP]) triggers the license obliga-tions (e.g., providing the source code).

(2) any other OSS license with copyleft terms.

may be only be part of the Contract Products if this has been expressly agreed between the parties in writing (incl. by fax, e-mail).

d) What to deliver. SUPPLIER shall provide BOSCH with each delivery of the Contract Products, and additionally upon request from BOSCH, the fol-lowing documentation and information in a common file format (which BOSCH may specify) for each development status, final status, and updates/upgrades of the Contract Products or their software (BOSCH may also request a doc-ument showing the differences between the last and the previous delivery):

(1) List of included OSS (preferredly in the for-mat ISO/IEC 5962) for information of BOSCH: (a) name and version number of the OSS component, (b) name and version number of the OSS license (e.g., LGPLv2.1) or indication of whether it is Public Domain, (c) the origin of the OSS component (e.g., URL/home page), (d) copyright notices and contents of the notice file (e.g. for the Apache license), (e) applicable license text/permission note, (f) indication whether the OSS component has been modified, (g) information about any copyleft conditions, (h) type of linkage (dynamic/static, for dy-namic-build and dynamic-deploy systems: Description of all dependencies of the sys-tem at runtime).

(2) Additional OSS Materials to fulfill OSS li-censing obligations:

i. a mandatory info document, i.e. a file containing the file names of the OSS components, the respective license texts and copyright/author notes of each OSS component with meaningful headings and a table of contents at the beginning;
ii. if and to the extent required by the appli-cable OSS license: Open Source Code Files and instructions for building the source code into installable object code (including, for example, makefiles, scripts, Complete Corresponding Source Code...).

e) How to Deliver. SUPPLIER shall provide all Addi-tional OSS Materials together with the Contract Products (1) on a data carrier, (2) in an elec-tronic mail, or (3) within the Contract Products as (a) digital files on the memory of the Contract Product (if accessible to User) or (b) in a pro-gram function for display (e.g. menu item or about dialogue). The method of providing the Additional OSS Materials shall be selected by

- SUPPLIER, if the Contract Product is not adapted to BOSCH specific needs (if BOSCH does not require a certain way).

- BOSCH, if the contract product is adapted to BOSCH-specific requirements

in a manner permitted by the applicable OSS Li-censes, in particular, a link to download the Ad-ditional OSS Materials shall only be considered after separate approval by BOSCH. Even if an OSS License permits submission of a written of-fer instead of the Additional OSS Materials, SUPPLIER shall in any event provide with the Ad-ditional OSS Materials subject to the requirements of this section 3.e) (this docu-ment is the invitation to provide open source software code as offered).

f) Development Tools. If the Contract Products are compilers or other software development tools ("Development Tools"), SUPPLIER shall ensure that the OSS terms of the Development Tools do not affect the software license of the development result or other output artifacts ("Output Artifacts") (e.g., it shall ensure an ap-propriate compilation process if the compiler is licensed under the GCC Runtime License). Fur-thermore, SUPPLIER shall inform BOSCH about OSS that may be injected into the Output Arti-facts by the development tools ("OSS Injec-tions"). In addition, SUPPLIER shall ensure that such Development Tools automatically provide any Additional OSS Materials relating to such OSS Injections together with the Output Arti-facts in accordance with section 3.d).

4. The OSS guarantees of the SUPPLIER

SUPPLIER warrants that the information in the list of included OSS and the Additional OSS Materials is correct and complete, that the Contract Product does not contain/will not contain any OSS other than agreed with BOSCH and that any licenses of the OSS included in the Contract Product are com-patible with each other. In addition, SUPPLIER war-rants that a) the use of OSS in the Contract Products does not/will not result in BOSCH being required to license its own proprietary software under an OSS license and b) that restrictions preventing users from running modified versions of the OSS are not prohibited.

5. OSS Remedy Obligations of the SUPPLIER.

Without prejudice to any other rights of BOSCH, the following shall apply: If SUPPLIER breaches its obligations under section 3. or its warranties under section 4. the SUPPLIER shall be obliged to remedy within the agreed development and delivery dates and without undue delay after becoming aware thereof:

a) to replace non-agreed OSS components with agreed software and to correct or supplement any incorrect or incomplete information in ac-cordance with sections 3. and 4.;

b) not to deliver any software that violates the

specifications of section 3. to BOSCH;

c) to remedy all breaches of the guarantees set forth in section 4.

6. OSS indemnity by the SUPPLIER

Without prejudice to any other rights of BOSCH, SUPPLIER shall indemnify and/or reimburse BOSCH for all costs, expenses and damages arising from lack of/delay in performance (whether by act or omission) of:

a) OSS licenses or requirements of copyright law in relation to the Contract Products or

b) the obligations of SUPPLIER according to sec-tions 3. , 4. and/or 5.