Terms and Conditions
1. General Terms and Conditions of Purchase
§ 1 Validity; Scope of application; Form
(1) These General Terms and Conditions of Purchase (hereinafter “GTC”) apply to all business relationships between us, GE&PM GmbH, Schulze-Delitzsch-Str. 38, 70565 Stuttgart, Germany, and our suppliers (“Supplier”). The GTC apply only if the Supplier is a company (§ 14 BGB – German Civil Code), a legal entity under public law or a special fund under public law.
(2) These GTC apply in particular to contracts for the sale and/or delivery of movable objects (“goods”), irrespective of whether the Supplier manufactures the goods or procures them from its suppliers (§§433, 650 BGB). Unless otherwise agreed, the GTC in force at the time of our order or the version last supplied to the buyer in writing shall apply as the framework agreement for future orders of a similar nature, without any further reference required.
(3) These GTC apply to the exclusion of any others. Divergent, conflicting or supplementary terms and conditions of the Supplier shall only become part of the contract if and insofar as we have expressly agreed to their validity. This continues to apply even if, for example, we accept deliveries from the Supplier without reservation while being aware of said terms.
(4) Any individual agreements made with the Supplier (including collateral agreements, addenda, and amendments) shall take priority over these GTC. Subject to evidence to the contrary, a contract or confirmation on our part shall be authoritative for the content of such agreements.
(5) Legally relevant declarations and notifications of the Supplier with regard to the contract (e.g. setting of a deadline, reminder, withdrawal) must be made in writing or text form (e.g. letter, email, fax). Statutory requirements as to form and further evidence, in particular in cases of doubt as to the declarant’s legitimation, remain unaffected.
§ 2 Conclusion of the contract
(1) Our order is binding upon express submission or confirmation in writing or in text form. The Supplier must immediately point out obvious errors to us (e.g. spelling and calculation errors) and incompleteness of the order, including order documents, for the purpose of correction or completion, otherwise the contract shall not be considered as concluded.
(2) The Supplier must confirm our order in writing or in text form within five working days.
§ 3 Delivery times and delivery delays
(1) The delivery time we indicate on the order is binding. The Supplier is obliged to inform us immediately in writing or in text form if it is not able to comply with agreed delivery times.
(2) If the Supplier does not perform its services at all or not within the agreed delivery period, or if the Supplier is in default, our rights – particularly the right to rescind the contract and the right to be compensated – shall be governed by statutory provisions. The provisions of par. 3 remain unaffected.
(3) If the Supplier is in default, we may – in addition to further legal claims – claim flat-rate compensation for damage incurred by us in the amount of 0.5% of the net price per full calendar week, but no more than 5% of the net price of the goods delivered late. We reserve the right to provide evidence that the damages we have incurred are higher. The Supplier has the right to provide evidence that we incurred no or considerably lower damage.
§ 4 Performance, delivery, transfer of risk, default in accepting delivery
(1) The Supplier may not use third parties (e.g. subcontractors) to provide the goods or services we have ordered without our prior written consent. The Supplier bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g. a limit to stock-on-hand).
(2) Delivery is made “free-to-the-door” at the place indicated in the order and at the risk of the Supplier. If no destination is specified and if nothing else has been agreed, the delivery must be made to our place of business in Stuttgart. The specified destination is also the place of performance for delivery and any subsequent performance (debt to be charged at creditor’s domicile).
(3) The shipment must include a delivery note listing the date (issuance and shipping date), a detailed list of the contents of the shipment (item number
and quantity) as well as our order identifier (date and number). If the delivery note is missing or incomplete, we shall not be held responsible for any resulting delays in processing and payment. A corresponding notification of dispatch with the same content must be mailed to us separately from the delivery note.
(4) The risk of accidental loss and accidental deterioration of the ordered goods transfers to us when delivered to the place of performance. If a prior inspection of the delivered goods has been agreed, this must take place for the risk to be transferred. In all other respects, the statutory provisions concerning contracts for goods and services shall apply. The risk is transferred even if we fail to accept delivery as agreed.
(5) Statutory provisions apply to a default of acceptance. However, the Supplier must also expressly offer us its service if a specific or identifiable calendar time is agreed for any activity or involvement on our part (such as the provision of material). If we are in delay with acceptance, the Supplier is entitled to demand compensation for its additional expenses pursuant to statutory provisions (§ 304 BGB). If the contract relates to a unique item to be produced by the Supplier
(custom made), the Supplier is only entitled to further-reaching rights if we have committed ourselves to cooperate and are responsible for the failure of the cooperation.
§ 5 Contractual penalties
(1) In the event of culpable failure to comply with the contractually agreed deadlines by the Supplier, a contractual penalty of 0.5% of the net order value per working day is agreed. If the Supplier exceeds any agreed contractual intermediate deadlines, the basis of assessment is the services of the Supplier to be provided up to the time of the intermediate deadline. Days that have been taken into account when exceeding the initial deadline and/or intermediate deadlines will not be considered again for further intermediate deadlines or the final deadline.
(2) All contractual penalties – including for other legal reasons – are limited to a maximum of 5% of the net order value. If the Supplier exceeds agreed intermediate deadlines while complying with the agreed delivery date, the maximum contractual penalty amounts to 3% of the net order value. Any damages beyond a contractual penalty can be asserted by us.
(3) A contractual penalty may be asserted by us until the due date of the final payment.
(4) The Supplier shall be informed that a contractual penalty has also been agreed between us and our customer in the event of default.
§ 6 Prices and terms of payment
(1) The price listed in the order is binding. All prices include statutory value-added tax, if not listed separately.
(2) Unless otherwise agreed in individual cases when placing the order, the price includes all the Supplier’s services and ancillary services (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including possible transport and liability insurance).
(3) The agreed price is due for payment within 30 calendar days after complete delivery and performance (including acceptance, if agreed) and receipt of a proper invoice. If we make the payment within 14 calendar days, the Supplier shall grant us a 3% discount on the net invoice amount. If we pay by bank transfer, our payment shall be deemed timely if our transfer order is received by our bank before the payment deadline; we are not responsible for delays by the banks
involved in the payment process.
(4) GE&PM GmbH has a payment run on the 28th of every month. All invoices that are submitted to GE&PM GmbH by the fourth of each month can still be considered for the next payment run.
(5) We do not owe any interest on arrears. The statutory provisions shall apply to default in payment.
(6) We reserve all statutory rights to offset and retain payment and to assert claims for breach of contract. In particular, we have the right to withhold due payments as long as we have claims against the Supplier from orders which have not yet been executed in full or which are defective.
(7) The Supplier only has offsetting or retention rights due to legally established or undisputed counterclaims.
§ 7 Non-disclosure and retention of title
If and insofar as the parties have not already regulated otherwise in a pre-contractual manner, the following applies:
(1) We reserve ownership and copyright for images, plans, drawings, calculations, implementation instructions, product descriptions, etc. Such documents are to be used exclusively for contractual performance and to be returned to us after completion of the contract or to be destroyed at our request. The Supplier undertakes to treat all knowledge acquired about confidential information and commercial secrets about us or our clients acquired during contact initiation and
execution as confidential for an indefinite period of time, and to use it only for the purpose of executing this contract. The documents must not be disclosed to third parties, including after contract termination. The confidentiality agreement shall not expire until, and insofar as, the knowledge contained in the documents has become public.
(2) These provisions also apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as tools, templates, samples and other items provided to the Supplier for use in its manufacturing process. When not in active use, such items must be kept safe separately at the Supplier’s expense and must be appropriately insured against destruction and loss.
(3) Any processing, mixing or combination (further processing) by the Supplier of items we provide is done on our behalf. The same applies to any further processing of delivered goods by us. We will be deemed their manufacturer and acquire ownership of the product in accordance with statutory provisions at the latest upon further processing.
(4) Ownership of the goods is transferred to us unconditionally and regardless of payment. However, if we accept an offer from the Supplier to transfer ownership upon condition of payment of the purchase price in individual cases, the Supplier’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorised in the ordinary course of business to resell the goods under advance assignment of the resulting claim, including before payment of the purchase price (alternatively, application of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular extended, transferred, or prolonged retention to include the further processing.
§ 8 Defective delivery
(1) Statutory provisions apply for our rights in case of material and legal defects in the goods (including incorrect and short delivery as well as improper
assembly, faulty assembly, operating or instruction manuals) and for other breaches of duty by the Supplier, unless otherwise stated below.
(2) In accordance with statutory provisions, the Supplier shall be liable in particular for assuring that the goods have the agreed quality upon transfer of risk. In any case, the product descriptions that constitute the scope of the order or that are the object of the respective contract, or are integrated within the contract in the same way as these GTC, constitute an agreement on quality, especially when indicated on our order. In this respect, it is immaterial if the product description has been provided by us, by the Supplier or by the manufacturer.
(3) Contrary to § 442 par. 1 S. 2 BGB (German Civil Code), we are entitled to claims for defects without restriction even if the defect remained unknown
to us due to gross negligence at the time of conclusion of the contract.
(4) The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty of inspection and notification of defects, with the following proviso: Our duty of inspection is limited to defects which come to light during our incoming goods inspection during superficial examination, including the delivery documents (e.g. transport damage, wrong and short delivery), or which are recognisable during our quality control in random sampling procedures. If acceptance has been agreed, there is no inspection obligation. In all other respects, it depends on the extent to which an examination is feasible in the ordinary course of business,
taking into account the circumstances of the individual case. Our obligation to report defects that are subsequently discovered remains unaffected. Irrespective of our duty to inspect the goods, our report (notice of defects) shall in any case be deemed to be immediate and timely if it is sent within seven working days of discovery or, in the case of obvious defects, of delivery.
(5) Subsequent performance shall also include removal of the defective goods and re-installation, insofar as the goods have been incorporated into or attached to another item in accordance with their intended purpose. Our statutory right to compensation of relevant expenses remains unaffected. The Supplier shall bear the costs for examination and subsequent performance even if it turns out that there was no defect. Our liability for damages in the event of an unjustified demand to rectify defects shall remain unaffected; in this respect, however, we shall only be liable if we have knowingly or grossly negligently failed to recognise that no defect existed.
(6) Irrespective of our statutory rights and the provisions of par. 5, the following applies: If the Supplier does not fulfil its obligation of supplementary performance – at our discretion, by remedy of defects (amendment) or by shipping an item that is free of defects (replacement delivery) – within an appropriate period of time specified by us, then we can remedy the defect ourselves and demand either compensation from the Supplier for the necessary expenses or an appropriate advance payment. If the Supplier’s supplementary performance has failed or is unreasonable for us (e.g. due to particular urgency, danger to operational safety or imminent disproportionate damage), no deadline needs to be set; we shall inform the Supplier of such circumstances immediately, if possible in advance.
(7) Otherwise, in the case of material defects or defect of title, the statutory provisions entitle us to reduce the purchase price or to withdraw from the contract. We are furthermore entitled to statutory claims for damages and compensation of expenses.
§ 9 Supplier regress
(1) We are entitled without restriction to our statutory regress claims within a supply chain (supplier regress in accordance with §§445a, 445b, 478 BGB), in addition to other claims for defects. In particular, we are entitled to demand from the Supplier exactly the kind of subsequent performance (remedy or replacement) that we owe our customer in each case. Our legal right to choose (§ 439 par. 1 BGB) is not restricted by this.
(2) Before we recognise or fulfil a claim for defects asserted by one of our customers (including compensation for expenses pursuant to §§445a par. 1, 439 par. 2 and 3 BGB), we shall inform the Supplier, provide a brief description of the facts and request a written response to the matter. If the Supplier fails to provide a substantiated response within a reasonable period of time and no amicable solution can be found, the warranty rights actually granted by us will be deemed owed to our customer. In such case, the Supplier shall be responsible for providing evidence to the contrary.
(3) Our claims arising from Supplier regress shall also apply if the defective goods are further processed by us or another entrepreneur, e.g. by incorporation into another product.
§ 10 Producer liability
(1) If the Supplier is responsible for a product defect, the Supplier agrees to indemnify and hold us harmless against claims by third parties insofar as the Supplier is held responsible for such damage and is liable for the same.
(2) Within the scope of this indemnity obligation, the Supplier shall reimburse expenses as per §§ 683, 670 BGB such as may arise from such third-party claims, including any product recalls issued by us. As far as is possible and reasonable, we shall notify the Supplier concerning the nature and extent of any recall actions and give it the opportunity to respond. All further statutory claims shall remain unaffected.
(3) The Supplier undertakes to conclude and maintain product liability insurance with a flat-rate insured sum of at least EUR 10 million per personal/material damage event.
§ 11 Supplier’s employees
(1) The Supplier warrants that it will only use workers from countries outside the European Union if they are in possession of a valid work permit and a valid social security card. It shall ensure that this requirement is also met by its subcontractors.
(2) The Supplier is also obliged to fulfil obligations to pay the minimum wage and to deduct holiday fund contributions according to the Posted Workers Act (AEntG) as well as SGB (Social Security Statute Books) IV VII.
(3) The Supplier shall indemnify us from all claims asserted in the event of a breach of the above-mentioned provisions against us arising from the guarantor liability pursuant to AEntG and/or SGB IV and/or SGB VII. This also applies if the guarantor liability results from further subcontracting and/or the assignment of lenders.
(4) In the case of culpable infringement of the obligations specified in pars. 1 and 2, the Supplier shall pay a contractual penalty of EUR 25,000 per affected employee, notwithstanding any further claims for damages on our part.
§ 12 Limitation period
(1) The parties’ mutual claims are subject to statutory limitation, unless otherwise agreed.
(2) Notwithstanding section § 438, paragraph 1 No. 3 of the German Civil Code (BGB), the general statute of limitations is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period commences upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third party claims to surrender in rem (§438 (1)(1) BGB) remains unaffected; furthermore, claims arising from defects of title shall under no circumstances lapse, as long as the third party can still assert the right against us, in particular if no limitation period applies.
(3) The limitation periods of the law governing the sale of goods apply, including the above extension – within the scope of the law – for all contractual claims for defects. Insofar as we are entitled to noncontractual claims for damages due to a defect, the normal statutory limitation period applies (§§195, 199 BGB) if the application of the limitation periods of the law governing the sale of goods does not lead to a longer limitation period.
§ 13 Privacy
(1) The Supplier undertakes to comply with the statutory provisions on data protection.
(2) The Supplier has instructed all employees in accordance with the relevant data protection regulations and has agreed in writing to data secrecy. These statements are to be submitted to us on request.
(3) If necessary, the parties will conclude a data processing contract.
(4) The Supplier is notified that a contractual penalty has been agreed between us and our customer in the event of an infringement of the privacy law.
§ 14 Choice of law and jurisdiction
(1) The laws of the Federal Republic of Germany shall apply to these General Terms and Conditions of Purchasing and the contractual relationship between us and the Supplier, with the exclusion of uniform international law, in particular the UN Sales Convention.
(2) If the Supplier is a merchant as defined in the German Commercial Code, a legal entity under public law or a special public fund, whether domestic or foreign, the exclusive jurisdiction for any disputes arising under this contract shall be our headquarters in Stuttgart. The same applies if the Supplier is an entrepreneur within the meaning of § 14 BGB. However, in all cases we are also entitled to bring an action at the place of performance as defined herein or in a prior individual agreement, or at the Supplier’s general place of jurisdiction. Statutory provisions that have precedence, in particular regarding exclusive responsibilities, remain unaffected.
Status as of: 20.12.2018
2. General Terms of Delivery
We only deliver and perform services in accordance with our terms of delivery, below, even if no express reference is made later on. Changes to these conditions, in particular deviating terms and conditions of the customer, are hereby discounted. Deviating conditions of purchase of the customer are expressly discounted; they do not apply to GE&PM GmbH.
1. Pre-contractual services, quotation and acceptance
1.1 The customer undertakes to keep all related processes as well as verbal or written information secret and to use them only in the context of the collaboration.
All information, data, designs, etc., generated due to the collaboration are considered as entrusted within the meaning of §18 of the Unfair Competition Act (UWG). Any infringement, in particular the disclosure to third parties, is strictly prohibited.
1.2 All quotations are always non-binding. Orders are considered as approved and accepted after GE&PM GmbH has confirmed this in writing. Verbal agreements or commitments need to be made in writing, and are only binding for GE&PM GmbH after written confirmation.
1.3 All statutory and official regulations and the standards stipulated in the country of destination which relate to the execution of the delivery and services, to the business and to disease and accident prevention must be reported in writing to GE&PM GmbH at the point of ordering at the latest. The customer alone is liable for disregard of this reporting requirement and the resulting disadvantages.
1.4 Individual agreements, deviations and supplements to these terms and conditions made on a case-by-case basis must be made in writing in order to be valid. Subject to evidence to the contrary, a contract or confirmation on our part shall be authoritative for the content of such agreements.
1.5 The property and copyright exploitation rights for cost estimates, drawings and other documents belong without restriction to GE&PM GmbH. Disclosure to third parties requires the approval of GE&PM GmbH.
2. Prices, delivery and payment conditions
2.1 The prices are ex works including loading at the factory, but excluding packaging, delivery, insurance and customs duties. VAT is added to the agreed prices at the usual rate.
2.2 Payment and pricing conditions are only valid after written agreement or confirmation by GE&PM GmbH. We reserve the right to raise agreed prices accordingly if cost increases occur after conclusion of the contract, in particular due to material price increases or due to requests for modification by the customer.
2.3 Agreed delivery dates for deliveries and/or services presuppose the fulfilment of contractual duties and obligations on the part of the customer.
2.4 If the creditworthiness of the customer changes for the worse, all claims become immediately due for payment. The customer is not entitled to assert or offset a right of retention against our claims, unless the counterclaims are undisputed or have been determined by a court of law. Our right under § 321 of the German Civil Code (BGB) remains unaffected.
2.5 Changes in material prices, in particular of precious metals, are always charged at the current price valid at the time of delivery.
2.6 Safety accessories such as barriers and cover grilles, railings, etc., even if required by statutory regulations and/or regulatory requirements, will only be supplied if this has been expressly agreed in writing
2.7 GE&PM GmbH is under no obligation to supply or provide any parts or services that have not been offered.
2.8 Assembly services that have been offered and/or are to be performed are based on the statutory working hours and/or those agreed by collective agreements that are applicable to GE&PM GmbH, unless otherwise agreed in writing.
2.9 For overtime and work during nights, on Sundays or public holidays, the following surcharges will apply. The regular working hours are 8 hours/day, or 40 hours/week on 5 working days. Travel times and waiting times of up to max. 12 hours are considered as working hours. The following surcharges are to be paid:
a. Monday to Friday, for the first two daily hours of overtime (8th to 10th hours) +25%, from the 3rd daily hours of overtime, +50%
b. for work on Saturdays +25%,
c. for work on Sundays +50%,
d. for night work (from 8 pm to 6 am) + 25%
e. for work on all public holidays +150%
Applicable public holidays are the paid public holidays at the place of performance.
2.10 The standard subsistence allowance is to be compensated at the rates applicable in the country in question. Additional expenses for meals on business trips are billed in accordance with the applicable provisions of the Income Tax Act (EStG).
2.11 Invoices are payable no later than 30 days after receipt of the invoice, without deduction. All costs of the payment transaction shall be borne by the customer. GE&PM reserves the right to assign claims arising from the business relationship.
2.12 The customer bears the risk of the payment method.
3. Retention of property rights
3.1 The delivered goods and delivery items remain our property (reserved property) until the complete payment of all claims arising from the business relationship.
3.2 Until the transfer of ownership, the customer shall insure the reserved property against loss, breakage, fire and other damages. The customer assigns to us all rights under the relevant insurance contracts and its claims against its insurers. We hereby accept this assignment.
3.3 During the period of retention of title, the customer may neither pawn the reserved property nor pledge it as security. The customer must notify us immediately if the goods are seized or confiscated.
3.4 In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the goods, following a warning, if the customer cannot provide adequate security. This also applies in the case of overindebtedness, stoppage of payments, opening of insolvency proceedings and/or an otherwise substantial deterioration of its economic conditions. The assertion of retention of title and the pledging of reserved items by us shall not be regarded as cancellation of the contract.
3.5 The customer is entitled to resell the reserved property under normal conditions as part of the normal course of business. In such a case, the customer’s claims from the resale shall already be assigned to us now, to the amount of our invoice value, including VAT. We hereby accept this assignment.
3.6 If the reserved property is processed along with other items and/or system parts not belonging to us, we acquire co-ownership of the newly created item in the proportion of the value of the reserved property.
3.7 We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.
4. Export control
4.1 Shipping delays resulting from the fact that GE&PM products are subject to state export control and can only be delivered in compliance with export control regulations are not to incur any costs to us. The regulations of the foreign trade law on exports are to be strictly observed by the customer.
4.2 The customer is obliged to inform GE&PM GmbH in detail and in writing about existing licensing requirements for (re-)exports in accordance with the provisions of the country of destination as well as the export and customs regulations of the country of origin of the goods and services.
4.3 Imported goods must undergo customs clearance before delivery. The customer must provide any statements and information required under Council Regulation (EC) No. 1207/2001 at his own cost, must consent to examinations by the customs authorities and must provide any necessary official confirmation.
5. Default and liability for defects
5.1 If non-compliance with delivery and/or services is due to force majeure or the result of industrial disputes, official interference, operational disruptions, material procurement and/or energy supply difficulties or other extraordinary circumstances, the delivery time shall be extended by the duration of the hindrance, regardless of whether the circumstances occur in our company or at our subcontractors. Not covered are cases that, despite the predictability of these circumstances, can be prevented and/or averted by us by means of reasonable measures. The occurrence and probable duration of such a disruption must be communicated to the customer immediately.
5.2 If, as a result of such circumstances, it becomes impossible or no longer economically reasonable to fulfil the contract, we may terminate the contract in whole and/or in part. Claims for damages by the customer due to the exercise of the right of withdrawal do not exist. The customer shall be informed without delay of the use of the right of withdrawal after the significance of the event is ascertained, even if an extension and/or postponement of the delivery date was initially agreed with the customer.
5.3 Claims for damages by the customer due to delay beyond the thresholds specified in Section 5.1 are allowed. The amount of damages is limited to 0.5% for each week started, but not more than 5% of the net order value.
5.4 If, at the request of the customer, the shipment is delayed after we have given notice of it being ready for shipping, we reserve the right to charge for the costs incurred by storage. Storage costs correspond to at least 0.5% of the invoice amount – and in the case of partial deliveries, the pro rata invoice amount – per month. After the expiration of a reasonable grace period, we reserve the right to make other arrangements for the use of the delivery item and to provide the customer with an appropriately extended deadline.
5.5 The customer must inspect the delivery item immediately after delivery and, if necessary, notify us in writing of any complaints immediately upon detection.
5.6 In the case of defective delivery and services, the customer has the right either to have the defect rectified or to delivery of a defect-free item (obligation to provide subsequent remedy), with the measure being of our choosing.
5.7 The period of limitation for claims for defects is 12 months from the date of commencement of the period of statutory limitation, provided that GE&PM GmbH is not liable for intent or gross negligence or because of injury to life, limb and health. The limitation of liability also does not apply if GE&PM GmbH has delivered an item that has been used for a building in accordance with its usual manner of use and it has caused the building to be defective.
5.8 If the customer, despite being aware of a defect, continues to use the item, he loses all claims to subsequent remedy and warranty claims, even in respect of a defect that worsens as a result.
5.9 The customer must report obvious defects in writing in accordance with § 377 of the German Commercial Code (HGB). Otherwise, no claim for defects may be asserted. Sending off the complaint on time shall suffice to comply with the deadline.
5.10 Warranty claims are ruled out in the following cases: inappropriate and/or improper use, incorrect operation, faulty installation or commissioning by the customer or third party, incorrect or negligent treatment, in particular due to excessive or incorrect use or any other action for which we are not at fault.
5.11 If, after conclusion of the contract, the scope of delivery or service is changed at the request of the customer and the nature or suitability of the delivery item or the work to be manufactured by us is as a result impaired within the meaning of §§ 434, 633 of the German Civil Code (BGB), then the customer shall lose its rights to claims for defects as the impairment is due to requests for change on the part of the customer.
6. Data protection, security, protection of classified information and confidentiality
6.1 The contractor must adhere strictly to our safety instructions for external companies as well as, in the case of orders regarding classified materials, the Federal Ministry of Economics and Technology’s manual for protecting classified information in industry, as amended.
6.2 GE&PM GmbH reserves its proprietary rights and copyrights to illustrations, drawings, calculations or other documents as well as models and samples.
6.3 They may not be made accessible to third parties without the express consent of GE&PM GmbH. They are to be used exclusively for the fulfilment of the concluded contract and to be returned, unsolicited, to GE&PM GmbH after its completion.
7. Other legal liabilities
7.1 In addition, GE&PM GmbH shall only be liable for personal injuries for which it is responsible as well as for actions caused by intent or gross negligence, in accordance with statutory provisions.
7.2 Excluded is any liability for damages which did not occur directly to the goods themselves and which exceeds the scope of damage foreseeable by GE&PM GmbH. GE&PM GmbH shall not be liable for consequential damages such as, in particular, production downtime, interruption of business, loss of profit, and loss of information and data. The same applies to compensation for usage claims in accordance with § 284 of the German Civil Code (BGB).
7.3 GE&PM GmbH’s level of liability shall – except in cases where damage is caused intentionally or due to gross negligence, as well as in cases of personal injury – be limited to the amount of the particular concrete order value with the customer. If, in exceptional cases, the order value does not correspond to typically foreseeable damages, the level of the liability is in any case limited to foreseeable, typically occurring damages. Any liability exemptions and limitations shall equally apply to personal claims against our employees, associates, statutory representatives or agents. The mandatory provisions of the German Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
7.4 If a penalty – of whatever nature, e.g., for default or related to achievement of performance values – has been agreed with the customer, this shall be a lump-sum compensation, which shall settle all claims of the customer (e.g., to compensation over and above this) arising from the item in question.
7.5 Claims for damages expire at the latest at the end of the warranty period.
8. Place of performance, acceptance of the work
The place of performance is the registered office of GE&PM GmbH or, in the case of delivery of materials, the distributing factory or, in the case of deliveries requiring assembly, the place of construction of the work. If you have not issued acceptance within 7 working days of completion, acceptance is deemed to have been given. This does not apply if there are grounds for acceptance being delayed which fall within GE&PM’s area of responsibility.
9. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly by GE&PM GmbH:
9.1 The customer must at his own expense take care of, and in good time provide: – all earthworks, structures and other unrelated ancillary work, including specialist and auxiliary personnel, building materials and tools required for this, – the necessary commodities and materials for assembly and commissioning, such as scaffolding, lifting and other equipment, fuel and lubricants, – energy and water at the point of use, including connections, heating and lighting – sufficiently large, suitable, dry and lockable spaces at the place of assembly for storing machine parts, equipment, materials, tools, etc., and appropriate working and recreation spaces for the assembly personnel.
9.2 Before commencement of services by GE&PM GmbH, the customer must provide the necessary information about the location of concealed electricity gas and water pipes or similar systems.
9.3 The customer must certify the duration of the assembly personnel’s working hours to GE&PM GmbH weekly as well as the completion of installation, assembly or commissioning, without delay.
9.4 If GE&PM GmbH demands acceptance of the delivery or service after completion, the customer must give this within two weeks. If the customer allows the 2-week deadline to elapse or if the delivery or service of GE&PM GmbH is put to use, this is the equivalent of issuing acceptance.
10. Applicable law and place of jurisdiction
10.1 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship with the customer – including certificates, bills of exchange or cheques – is the location of the registered office of GE&PM GmbH.
10.2 The law of the Federal Republic of Germany shall apply, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11. Partial invalidity.
If individual provisions of a contract concerning deliveries and services of which these provisions are a component are or become invalid, the validity of the remaining provisions of the contract in question shall not be affected.