General Terms and Conditions

 

I. General information

1. the following terms of delivery apply to all deliveries and services (hereinafter: deliveries) to our customers. The customer’s general terms and conditions shall only apply insofar as we have expressly agreed to them in writing.
2. we reserve the proprietary and copyright exploitation rights to all documents. The documents may not be made accessible to third parties without our written consent.
3. the customer has the non-exclusive right to use standard software with the agreed performance features in unchanged form on the agreed devices.

 

II Offer and delivery

1. our offers are subject to change. A contract shall only come into effect upon our written confirmation.
2. deviations from our offers require our express written consent.
3. if the fulfillment of the contract becomes impossible for us in whole or in part, we will inform the customer immediately.
4. if the customer is in arrears with payment for an earlier delivery, we shall be entitled to withhold deliveries without being obliged to compensate for any damage incurred or to pay penalties.
5. partial deliveries are permissible insofar as they are reasonable for the customer.

 

III Prices

The prices are ex works excluding packaging plus the applicable statutory value added tax, if this is charged.
Terms of payment:
1. payments shall be made on the due date free Supplier’s paying agent.
2. despite any provisions of the customer to the contrary, we are entitled to offset payments against older debts first.
3. the customer may only offset claims that are undisputed or have been legally established.

IV. Retention of title

1. the delivered goods (reserved goods) shall remain our property until all our claims against the customer arising from the business relationship have been fulfilled. If the value of all security interests exceeds our claims by more than 20%, we shall release a corresponding part of the security interests at the customer’s request.
2. during the existence of the retention of title, the customer shall be entitled to sell the reserved goods only to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer and makes the reservation that title shall not pass to the customer until the customer has fulfilled its payment obligations. The customer is not entitled to dispose of the goods in any other way, in particular to assign them as security or pledge them.
3. the customer assigns all claims from the sale of goods subject to retention of title to us at this point in time.
4. the customer must inform us immediately in the event of seizure, confiscation or other dispositions or interventions by third parties.
5. in the event of breaches of duty by the customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the customer to perform. The statutory provisions on the dispensability of setting a deadline remain unaffected by this. The customer is obliged to surrender the goods.

 

V. Packaging and shipping

1. packaging is carried out in accordance with professional and commercial standards.
2. all packaging materials used are environmentally friendly and can be disposed of safely (in accordance with the packaging regulations of June 12, 1991, as amended).
3. all deliveries are ex works.
4. if the customer expressly requests a special type of shipment, we shall be entitled to charge him for the costs incurred by us.

 

VI Deadlines for deliveries / delay

1. compliance with deadlines for deliveries requires the timely receipt of all documents to be supplied by the customer, necessary approvals and releases as well as compliance with the agreed terms of payment and other obligations by the customer. If these requirements are not met in good time, the deadlines shall be extended accordingly; this shall not apply if we are responsible for the delay.
2. if non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot or similar events (e.g. strike, lockout), the deadlines shall be extended accordingly.
3. in the event of delay, the customer may – if he can credibly demonstrate that he has suffered damage as a result – demand compensation for each completed week of delay of 0.5%, but no more than 5% of the price for that part of the delivery which could not be put into useful operation due to the delay.
4. claims for damages by the customer due to delayed delivery as well as claims for damages in lieu of performance which exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after expiry of any deadline set for delivery. This shall not apply in cases of mandatory liability for intent, gross negligence or injury to life, limb or health. The customer may only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
5. the customer is obliged, at our request, to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or insisting on delivery.
6. if dispatch or delivery is delayed at the customer’s request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the price of the items of the deliveries for each month or part thereof, but not more than a total of 5%. The contracting parties are at liberty to prove higher or lower storage costs.

 

VII Installation and assembly

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

1. the customer shall, at his own expense, take over and provide in good time: all earthwork, construction work and other ancillary work outside the industry, including the necessary skilled and unskilled labor, building materials and tools, the items and materials required for assembly and commissioning, such as scaffolding, lifting equipment and other devices, fuels and lubricants, energy and water at the place of use, including connections, heating and lighting, at the assembly site for the storage of machine parts, equipment, materials, tools, etc., sufficiently large, suitable, dry and lockable rooms and suitable working and recreation rooms for the assembly personnel, including appropriate sanitary facilities. sufficiently large, suitable, dry and lockable rooms and adequate working and recreation rooms for the erection personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Purchaser shall take such measures for the protection of the Supplier’s property and of the erection personnel on the site as it would take for the protection of its own property, protective clothing and protective devices as are required due to special circumstances on the site.
2. before the start of the installation work, the customer must provide the necessary information on the location of concealed electricity, gas and water pipes or similar installations as well as the necessary structural data without being asked.
3. before the start of installation or assembly, the materials and objects required for the start of the work must be available at the installation or assembly site and all preparatory work must have progressed to such an extent that the installation or assembly can be started as agreed and carried out without interruption. Access routes and the installation or assembly site must be leveled and cleared.
4. if installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the customer shall bear the reasonable costs for waiting time and any additional travel required by the supplier or the assembly personnel.
5. the Purchaser shall immediately certify to the Supplier on a weekly basis the duration of the working time of the assembly personnel as well as the completion of the installation, assembly or commissioning.
6. if the supplier demands acceptance of the delivery after completion, the customer must carry this out within two weeks. If this does not occur, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place when the delivery has been put into use, if applicable after completion of an agreed test phase.

Acceptance:
a. Delivered items are to be accepted by the customer, even if they show insignificant defects.
b. Partial deliveries are permitted.

 

VIII. Transfer of risk

1. the risk shall pass to the customer, even in the case of carriage paid delivery, when the goods have been dispatched or collected. At the customer’s request and expense, we will insure deliveries against the usual transportation risks.
2. if dispatch, delivery or acceptance is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

 

IX. Material defects

We are liable for material defects as follows:

1. all those parts or services which show a material defect within the limitation period shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
2. claims for material defects shall lapse after 12 months. This does not apply insofar as the law – in particular pursuant to § 479 para. 1 BGB (right of recourse) – prescribes longer periods as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty on our part and in the event of fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits remain unaffected.
3. the customer must notify us immediately in writing of any material defects.
4. we must first be given the opportunity to remedy the defect within a reasonable period of time.
5. if the supplementary performance fails, the customer may – without prejudice to any claims for damages pursuant to Art. XII – withdraw from the contract or reduce the remuneration.
6. claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or due to special external influences which are not assumed under the contract, or in the event of non-reproducible software errors. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
7. claims of the customer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to the intended use.
8. the customer’s right of recourse against us pursuant to § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects. For the scope of the customer’s right of recourse against us pursuant to § 478 para. 2 BGB, No. 7 shall also apply accordingly.
9. for claims for damages, Art. XII (Other claims for damages). Further claims or claims other than those regulated in this Article IX by the customer against us or a vicarious agent due to a material defect are excluded.

 

X. Industrial property rights and copyrights

1. unless otherwise agreed, we are obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter: property rights) only within the Federal Republic of Germany. If a third party asserts justified claims against the customer due to the infringement of property rights by deliveries made by us and used in accordance with the contract, we shall be liable to the customer within the period specified in Art. IX No. 2 as follows:

a) We shall, at our discretion and at our expense, either obtain a right of use for the deliveries concerned, modify them in such a way that the property right is not infringed, or replace them. If this is not possible for us under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction.
b) Our obligation to pay damages is governed by Art. XII.
c) The aforementioned obligations shall only apply if the customer notifies us immediately in writing of the claims asserted by third parties, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to us. If the customer ceases to use the delivery in order to minimize damages or for other important reasons, he is obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.

2. claims of the customer are excluded if the customer is responsible for the infringement of property rights.
3. claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by an application not foreseeable by us or by the fact that the delivery is modified by the customer or used together with products not supplied by us.
4. in the event of infringements of property rights, the provisions of Art. IX No. 4 and 8 shall apply accordingly.
5. in the event of other defects of title, the provisions of Art. IX shall apply accordingly.
6. further claims or claims other than those regulated in this Art. XII against us and our vicarious agents due to a defect of title are excluded.

 

XI. Impossibility; contract adjustment

1. if delivery is impossible and we are responsible for the impossibility, the customer shall be entitled to claim damages up to 10% of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This does not apply if liability is mandatory in cases regulated by law. This does not imply a change in the burden of proof to the detriment of the customer. The customer’s right to withdraw from the contract remains unaffected.
2. if unforeseeable events within the meaning of Art. VI No. 2 significantly affect the fulfillment of the contract, the contract shall be adjusted appropriately in good faith. If this is not economically justifiable, we may withdraw from the contract.

 

XII Other claims for damages

1. claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages) on whatever legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, are excluded.
2. this does not apply if liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, or breach of material contractual obligations. However, damages for breach of material contractual obligations shall be limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
3. insofar as the customer is entitled to claims for damages under this Art. XII, these shall become time-barred upon expiry of the limitation period applicable to claims for material defects pursuant to Art. IX No. 2. In the case of claims for damages under the Product Liability Act, the statutory limitation provisions shall apply.

Consumers
1. if our customer is a consumer within the meaning of § 13 BGB, the above provisions shall only apply insofar as they do not violate statutory provisions on the sale of consumer goods.
2. in the case of distance selling, the consumer is granted an unrestricted right of return in accordance with § 356 BGB within 2 weeks of receipt of the goods – without giving reasons. To meet the deadline, it is sufficient to return the goods or send the written return request to GS Gesellschaft für Umweltschutz mbH, Europaplatz, Otto-Hahn-Str. 52, 48529 Nordhorn. If the value of the goods is up to 40 euros, the regular costs of returning the goods are borne by the consumer.

 

XIII Place of jurisdiction and applicable law

1. if the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of our company. However, we are also entitled to sue at the customer’s place of business.
2. the legal relations in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. unless otherwise stipulated in the above terms of delivery, the “General Terms of Delivery for Products and Services of the Electrical Industry” and their “Supplementary Clause: Extended Retention of Title” shall apply to all deliveries in the currently valid version.

 

XIV Binding nature of the contract

The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This does not apply if adherence to the contract would represent an unreasonable hardship for one of the contracting parties.

Consumers:
If our customer is a consumer within the meaning of § 13 BGB (German Civil Code), the General Terms and Conditions of Delivery of GS Gesellschaft für Umweltschutz mbH, Europaplatz, Otto-Hahn-Str. 52, 48529 Nordhorn, only apply insofar as they do not violate the statutory provisions on the sale of consumer goods.
If the purchased goods are defective, the consumer can demand subsequent performance (rectification of the defect or delivery of defect-free goods), withdraw from the contract or reduce the purchase price and claim damages if the legal requirements are met.
Claims shall lapse within a period of 2 years from delivery of the goods.
In the case of distance selling, the consumer is granted an unrestricted right of return in accordance with § 356 BGB within 2 weeks of receipt of the goods – without giving reasons. To meet the deadline, it is sufficient to return the goods or send the written return request to: GS Gesellschaft für Umweltschutz mbH, Europaplatz, Otto-Hahn-Str. 52, 48529 Nordhorn. If the value of the goods is up to 40 euros, the consumer bears the cost of returning the goods.