1.1 The following terms and conditions shall apply exclusively, in the respective version, to the sale and delivery of products and other services by gid, to the exclusion of any conflicting terms and conditions. Silence or failure to object shall not mean that gid agrees, even in part, to any terms and conditions of the Customer.

1.2 Acceptance of any service provided by gid, directly or indirectly, shall be sufficient for these terms and conditions to apply. Any deviations from these terms and conditions require a written agreement prior to the initiation of any service by gid.

1.3 For orders involving the provision of services, in particular installation, training/instruction, individual customization, maintenance, updates and assistance (support) in connection with the use of the delivered products, additional order terms shall apply—unless an individual contract has been concluded—which are available online at any time at
http://www.gid-gmbh.de/vertragsbedingungen
or can be requested from gid.

2.1 Offers made by gid are non-binding and subject to change.

2.2 Orders placed with gid shall only become legally binding upon written confirmation by gid. The same applies to changes and additions to orders.

3.1 Stated delivery periods and dates shall be approximate only, unless they have been confirmed by gid to the Customer in writing and expressly as fixed dates. Partial deliveries and partial services by gid are permissible. In the event of non-delivery, incorrect delivery or late delivery by the supplier for which gid is not responsible, gid shall be entitled to withdraw from the contract with the Customer.

3.2 If gid is in default, the Customer shall be entitled to set gid a reasonable grace period for subsequent delivery in writing, coupled with a notice of refusal, and—after expiry of such period without success—to withdraw from the contract with respect to the delivery and service for which gid is in default. In such case, the Customer shall also be entitled to withdraw from the contract with respect to partial deliveries already made only if the Customer proves that the partial delivery is of no interest to the Customer.

3.3 Delivery and shipment shall be at the Customer’s expense. Risk shall pass to the Customer as soon as the product leaves gid’s warehouse.

3.4 If the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), the Customer must check the product immediately upon receipt for completeness and conformity with the delivery note and/or invoice and, if a defect becomes apparent, notify gid within two weeks of delivery. If such a defect becomes apparent only later, it must be reported to gid in writing within two weeks after the Customer becomes aware of it.

3.5 If the Customer is a consumer, the Customer must check the product immediately upon receipt for completeness and conformity with the delivery note and/or invoice and notify gid in writing of obvious defects within four weeks of handover.

3.6 If the obligation to inspect and notify defects is violated, the product shall be deemed approved with respect to the defect in question.

3.7 Insignificant defects which do not impair the functionality of the delivered item do not entitle the Customer to refuse acceptance.

3.8 Changes to the technical specification are reserved. Furthermore, gid is entitled to deliver products other than those ordered if the technical specification is identical or deviates only insignificantly from the order, provided that the price is the same or—if the product is technically of higher specification—only slightly higher, namely not more than 10% higher.

4.1 Standard software and other software products distributed by gid from third-party companies are provided exclusively under the license terms of the third party. The granting of license rights is made in the name and on behalf of the third party.

4.2 gid assumes no liability that the contractual products do not infringe industrial property rights or copyrights of third parties. The Customer must inform gid immediately of any claims asserted against the Customer for this reason.

4.3 If the delivered products were manufactured according to designs or instructions of the Customer, the Customer shall indemnify gid against all claims asserted by third parties due to infringement of industrial property rights and copyrights. Any legal costs shall be advanced in an appropriate amount.

5.1 All prices are ex gid warehouse, Norderstedt, plus value added tax applicable at the time of delivery. The purchaser shall bear packaging and freight costs. gid invoices the prices applicable as of the date of the order confirmation or, if no such confirmation exists, on the day of collection or shipment, in euros. Surcharges to be paid by gid (e.g., precious metal surcharges) shall also be charged.

5.2 In the case of orders with a planned delivery period of 4 months or more, or in the case of agreements on successive deliveries (regardless of delivery periods), if significant increases in gid’s procurement costs (including due to exchange rate changes) occur after order confirmation and before delivery, or if the manufacturer’s recommended prices are significantly increased, gid shall be entitled to adjust prices accordingly; the Customer, however—excluding any further rights—shall be entitled to withdraw from the contract. Increases of 5% or more based on the net price are deemed significant. Fixed prices must be agreed in writing and expressly as such; even in these cases they do not apply to reorders or to subsequent changes in delivery quantities and delivery periods by the Customer.

6.1 gid invoices are due immediately upon receipt. Deviating from this, the payment terms stated in the order confirmation shall apply. Any deviating arrangements require a written agreement.

6.2 Representatives are not authorized to collect payments.

6.3 In the case of bank transfers and, in case of doubt, other cashless means of payment accepted only in lieu of performance, discharge of the debt occurs only upon unconditional crediting to a gid account. Even if the Customer specifies otherwise, payments shall be credited by gid against existing claims in accordance with their due dates.

6.4 In the event of late payment, the Customer shall pay interest in accordance with Section 288 (1) BGB at 5% p.a. above the base interest rate. If no consumer is involved in the transaction, the interest rate increases in accordance with Section 288 (2) BGB to 8% above the base interest rate.

6.5 Set-off or assertion of retention rights against gid is permitted only with undisputed claims or claims that have been finally adjudicated. Between merchants, any right to refuse performance or to withhold payment against gid is excluded.

6.6 gid is entitled to check the creditworthiness of Customers by customary means. If doubts arise regarding the creditworthiness of a Customer or if any other material deterioration of the financial situation of the business partner occurs, gid is entitled to revoke granted payment terms and to carry out further deliveries only against advance payment or cash on delivery. Granted payment terms become void and all claims of gid become due immediately if the business partner fails to honor checks or direct debits collected under an authorization granted to gid due to insufficient funds or returns them by objection, files for insolvency or a settlement, or applies for the opening of such proceedings; in such cases gid is also entitled to repossess products already delivered for security purposes.

7.1 gid shall be liable for defects of the products, including the absence of warranted characteristics and delivery of products not in conformity with the contract, in accordance with the following provisions.

7.2 The Customer must inspect the products immediately upon receipt and report any defects within the meaning of Clause 7.1, including quantity deviations—except those pursuant to Clause 3.7—without undue delay in accordance with Clauses 3.4 or 3.5. However, such defects do not entitle the Customer to withhold payments. If defects occur, processing and further handling must be stopped immediately. The same applies to repaired products or products delivered as replacements.

7.3 Defects shall be remedied by gid, at its own discretion, either by taking back the defective products and delivering replacements or by repair. If gid fails to meet these obligations within a reasonable additional period set in writing, the Customer may, at its choice, withdraw from the contract or demand a reduction of the purchase price.

7.4 Returns of products in the event of defect notices or upon exercise of the right of withdrawal pursuant to Clause 7.3 are permitted only with gid’s prior consent by issuance of a return number. Returns must be marked with the return number, with specific reference to the relevant gid invoice and the defect notice pursuant to Clause 7.2 or the withdrawal declaration pursuant to Clause 7.3. For all returns, risk passes to gid only upon proper acceptance of the products at gid’s warehouse.

7.5 If the Customer is an entrepreneur within the meaning of Section 14 BGB, the warranty period is 1 year from handover of the products. If longer periods are prescribed by law for individual contracts, the statutory periods apply.

7.6 No warranty is assumed for the suitability of the products for the purpose intended by the purchaser; this also applies to changes to the products and their specification by the manufacturer. In particular, no warranty is assumed that dispositions regarding the products or their use are not or will not be impeded in any way by governmental regulations (e.g., embargo provisions or export licensing requirements).

7.7 gid assumes no liability for the usability of the products for the application intended by the purchaser. Information, advice and recommendations regarding usability, compatibility or other performance characteristics, insofar as they go beyond the manufacturer’s information, are binding on gid only if confirmed to the Customer in writing.

7.8 Clause 9 applies to claims for damages and claims for reimbursement of futile expenses.

8.1 All delivered products shall remain the property of gid (goods subject to retention of title) until all claims—also disputed claims—arising from the business relationship have been fulfilled, regardless of legal basis, including default interest and legal enforcement costs.

8.2 Processing of the goods subject to retention of title is carried out for gid as manufacturer within the meaning of Section 950 BGB, without obligating gid. The processed products shall be deemed goods subject to retention of title within the meaning of Clause 8.1. If the goods subject to retention of title are processed, combined or mixed with other products by the Customer, gid shall acquire co-ownership of the new item or set of items in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other products used. If gid’s ownership expires due to combination or mixing, the Customer hereby transfers to gid, already now, the ownership rights to which the Customer is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title. The co-ownership rights arising thereafter shall be deemed goods subject to retention of title within the meaning of Clause 8.1.

8.3 The Customer may sell the goods subject to retention of title only in the ordinary course of business against payment or retention of title (at least in extended form) and only as long as the Customer is not in default vis-à-vis gid; otherwise subject to the provision that the receivables from resale pursuant to Clause 8.4 pass to gid. The Customer is obliged to store the goods subject to retention of title (Clauses 8.1 and 8.2) separately as a general rule.

8.4 Receivables from the sale or other utilization of goods subject to retention of title (Clauses 8.1 and 8.2) are hereby assigned to gid, already now, including all ancillary rights, if applicable proportionately but in any case with priority. The scope of the assigned rights is determined by the amount of the value of the goods subject to retention of title (Clauses 8.1 and 8.2). In the event of concurrence with rights of third parties pursuant to Clause 8.2, the scope of gid’s rights is determined by the ratio of the stated value to the total value of the values lawfully claimed by third parties. The Customer is entitled to collect receivables from resale or other utilization until revoked by gid at any time. gid will exercise the right of revocation only in the cases mentioned in Clause 6.6. The Customer is in no case authorized to assign the receivable. Upon gid’s request, the Customer is obliged to inform its customers immediately of the assignment and to provide gid with the information and documents required for collection.

8.5 If the value of existing securities exceeds the secured receivables by more than 20% in total or by the percentage permitted by case law in each case, gid is obliged, upon the Customer’s request, to release securities of gid’s choice to the extent of the excess security.

8.6 In the cases referred to in Clause 6.6, the Customer is obliged to segregate existing goods subject to retention of title (Clauses 8.1 and 8.2) without delay and to document them precisely, including the claims pursuant to Clause 8.4. Furthermore, in these cases gid is unrestrictedly entitled to take measures to safeguard and realize its security rights, in particular to take possession of the goods subject to retention of title and for this purpose to enter the Customer’s business premises through authorized agents. Demands for surrender, taking possession of the goods subject to retention of title, and assertion of assigned receivables and other rights are permissible without withdrawal from the contract.

9.1 gid shall be liable

• in cases of fraud, intent and gross negligence,
• for injury to life, body or health,
• in accordance with the provisions of the Product Liability Act (Produkthaftungsgesetz), and
• within the scope of any guarantee expressly assumed in writing and contractually, in accordance with statutory provisions.

9.2 In addition, gid shall be liable for breach of a contractual obligation, the fulfillment of which makes proper performance of the contract possible in the first place and on compliance with which the Customer may rely (so-called cardinal obligation). In this respect, liability is limited in amount to the foreseeable damage typically occurring.

9.3 Any further liability of gid is excluded.

9.4 The above limitations of liability shall also apply to the personal liability of gid’s employees, representatives and corporate bodies.

Even without notice from gid, all products are, in case of doubt, subject to export licensing requirements. The Customer acknowledges German and foreign export control regulations and restrictions and undertakes not to sell, export, re-export, deliver or otherwise transfer such products or technical information—directly or indirectly—to persons, companies or countries if this would violate German or foreign laws or regulations, and to obtain all required export licenses or other documents prior to exporting products or technical information received from gid. The Customer further undertakes to impose the same obligations on all recipients of such products or technical information obtained from gid and to inform them of the necessity to comply with these laws and regulations. At its own expense, the Customer shall obtain all licenses and export and import documents required for the purchase and resale of products ordered from gid.

11.1 The Customer may transfer rights vis-à-vis gid to third parties only with gid’s prior written consent.

11.2 Place of performance is Norderstedt. If the Customer is an entrepreneur within the meaning of Section 14 BGB, the place of jurisdiction is Norderstedt. However, gid is also entitled to sue the Customer at the Customer’s general place of jurisdiction.

11.3 The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.4 Should individual provisions of these terms and conditions be or become invalid in whole or in part, the remaining provisions shall remain valid; the invalid provision or the invalid part shall be replaced by an agreement that comes as close as possible to the economic intent of the invalid provision or invalid part.