1 General:
1.1 The following terms and conditions apply exclusively and in their respective version to the sale and delivery of products and other services by gid, excluding any conflicting terms and conditions. gid does not accept any terms and conditions of the customer, even partially, by silence or lack of objection.
1.2 The acceptance of a service provided directly or indirectly by gid is sufficient for these conditions to apply. Exceptions to these conditions require a written agreement before gid initiates any service.
1.3 For orders involving the provision of services, particularly installation, instruction, customization, maintenance, updates, and assistance (support) in using the delivered products, additional order conditions apply unless an individual contract has been concluded. These conditions are available online at http://www.gid-gmbh.de/vertragsbedingungen or can be requested from gid.

2 Offer and Order:
2.1 Offers from gid are non-binding.
2.2 Orders placed with gid become legally binding only after written confirmation by gid. The same applies to order modifications and additions.

3 Delivery, Transfer of Risk, and Obligation to Inspect:
3.1 Stated delivery periods and dates are approximate unless explicitly confirmed in writing by gid as fixed dates. Partial deliveries and services by gid are permissible. If gid is not responsible for non-delivery, incorrect delivery, or delayed delivery by its supplier, gid is entitled to withdraw from the contract with the customer.
3.2 If gid is in delay, the customer is entitled to set a reasonable grace period in writing, threatening to refuse acceptance, and to withdraw from the contract concerning the delayed delivery or service after the unsuccessful expiry of this period. The customer is only entitled to withdraw from already provided partial deliveries if they prove that they have lost interest in them.
3.3 Delivery and shipping are at the customer’s expense. The risk passes to the customer once the product leaves gid’s warehouse.
3.4 If the customer is an entrepreneur within the meaning of § 14 BGB, they must inspect the product immediately upon receipt for completeness and conformity with the delivery note or invoice and notify gid of any defects within two weeks of delivery. If a defect becomes apparent later, it must be reported in writing to gid within two weeks of discovery.
3.5 If the customer is a consumer, they must inspect the product immediately upon receipt for completeness and conformity with the delivery note or invoice and notify gid in writing of any obvious defects within four weeks of receipt.
3.6 Failure to fulfill the inspection and notification obligations results in the product being deemed accepted concerning the respective defect.
3.7 Insignificant defects that do not affect the functionality of the delivered item do not entitle the customer to refuse acceptance.
3.8 Changes to technical specifications are reserved. gid is also entitled to deliver products different from those ordered if the technical specification is identical or deviates only insignificantly, provided the price is the same or, in the case of a technically superior product, only slightly higher (by no more than 10%).

4 Standard Software, Intellectual Property, and Third-Party Copyrights:
4.1 Standard software and other software products from third-party companies distributed by gid are provided exclusively under the licensing conditions of the third party. The granting of license rights is carried out on behalf of and in the name 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 immediately notify gid of any claims asserted against them for this reason.
4.3 If the delivered products were manufactured according to the customer’s designs or instructions, the customer shall indemnify gid against all claims made by third parties due to the infringement of industrial property rights and copyrights. Any legal costs incurred must be advanced appropriately.

5 Prices:
5.1 All prices are ex-warehouse gid, Norderstedt, plus the applicable VAT at the time of delivery. The buyer bears the costs of packaging and freight. gid charges the prices valid on the date of order confirmation or, if none exists, on the date of pickup or shipment in euros. Additional surcharges, such as precious metal surcharges, will also be charged.
5.2 For orders with a planned delivery period of at least four months or for successive delivery agreements (regardless of delivery periods), if there are significant increases in procurement costs for gid (including exchange rate changes) or if the manufacturer significantly increases recommended prices after order confirmation but before delivery, gid is entitled to adjust prices accordingly. The customer is entitled to withdraw from the contract in such cases, excluding further rights. An increase is considered significant if it exceeds 5% of the net price. Fixed prices must be explicitly agreed upon in writing and do not apply to subsequent orders or changes in delivery quantities or deadlines requested by the customer.

6 Payment Terms:
6.1 Invoices from gid are due immediately upon receipt unless otherwise stated in the order confirmation. Deviating agreements require written confirmation.
6.2 Representatives are not authorized to collect payments.
6.3 Payments are considered fulfilled only upon unconditional crediting to gid’s account. Payments are applied to outstanding claims according to their due dates, even if the customer states otherwise.
6.4 In case of payment default, the customer must pay interest according to § 288 (1) BGB at an annual rate of 5% above the base interest rate. If the transaction does not involve a consumer, the interest rate increases to 8% above the base interest rate per § 288 (2) BGB.
6.5 Offsetting or asserting rights of retention against gid is only permissible with undisputed or legally established claims. For merchants, the right to refuse performance or retention against gid is excluded.
6.6 gid is entitled to check customers’ creditworthiness using commonly accepted methods. If doubts about a customer’s creditworthiness arise or the customer’s financial situation significantly deteriorates, gid may revoke granted payment terms and require advance payment or cash on delivery. If checks or direct debits are not honored due to insufficient funds, or insolvency proceedings are applied for, all claims from gid become immediately due, and gid is entitled to reclaim delivered products as security.

7. Rectification of Defects and Warranty:

7.1 gid is liable for defects in the products, including the absence of guaranteed properties and the delivery of non-contractual products, in accordance with the following provisions.

7.2 The customer must inspect the products immediately upon receipt and notify gid of any defects as defined in Section 7.1, including quantity deviations (except those under Section 3.7), without delay in accordance with Section 3.4 or 3.5. However, such defects do not entitle the customer to withhold payments. In the event of defects, processing and handling must be stopped immediately. The same applies to repaired or replacement products.

7.3 gid will, at its discretion, rectify defects by taking back the defective products and providing a replacement delivery or repair. If gid does not fulfill these obligations within a reasonable, written grace period, the customer may choose to withdraw from the contract or demand a reduction in the purchase price (reduction).

7.4 Returns of products due to complaints about defects or when exercising the right of withdrawal under Section 7.3 are only permitted with prior consent from gid through the issuance of a return number. Returns must reference the respective gid invoice and the complaint under Section 7.2 or the withdrawal declaration under Section 7.3 by specifying the return number. For all returns, the risk passes to gid only upon proper acceptance of the products at gid’s warehouse.

7.5 If the customer is an entrepreneur as defined by § 14 of the German Civil Code (BGB), the warranty period is one year from the handover of the products. If longer statutory periods apply to individual contracts, the statutory periods shall apply.

7.6 No warranty is given for the suitability of the products for the intended purpose of the purchaser. This also applies to changes in the products and their specifications by the manufacturer. In particular, no warranty is given that the disposition of or use of the products is not or will not be restricted by government regulations (e.g., embargo regulations or export licensing requirements).

7.7 gid assumes no liability for the usability of the products for the intended purpose of the buyer. Information, advice, and recommendations regarding usability, compatibility, or other performance characteristics beyond the manufacturer’s specifications are only binding for gid if confirmed in writing.

7.8 For claims for damages and reimbursement of futile expenses, Section 9 applies.

8. Retention of Title:

8.1 All delivered products remain the property of gid (retained goods) until all claims arising from the business relationship, including disputed claims, regardless of their legal basis, including default interest and legal costs, have been fulfilled.

8.2 The processing of the retained goods is carried out for gid as a manufacturer within the meaning of § 950 BGB without obligating gid. The processed products are considered retained goods within the meaning of Section 8.1. If the customer processes, combines, or mixes the retained goods with other products, gid acquires co-ownership of the new item or collection of items in proportion to the invoice value of the retained goods to the invoice value of the other used products. If gid’s ownership expires due to combination or mixing, the customer already transfers its ownership rights to the new inventory or item to gid to the extent of the invoice value of the retained goods. The resulting co-ownership rights are considered retained goods under Section 8.1.

8.3 The customer may only resell the retained goods in the ordinary course of business against payment or under retention of title (at least in an extended form) and only if they are not in default with gid. Otherwise, the claims from resale shall pass to gid under Section 8.4. The customer is obliged to store retained goods (Sections 8.1 and 8.2) separately.

8.4 Claims from the resale or other utilization of retained goods (Sections 8.1 and 8.2) are already assigned to gid, including all ancillary rights, at least in part and always with priority. The extent of the assigned rights is determined by the value of the retained goods (Sections 8.1 and 8.2). If third-party rights exist under Section 8.2, gid’s rights are determined based on the proportion of the mentioned value to the legally asserted third-party claims on the total value. The customer is entitled to collect claims from resale or other utilization until gid revokes this right, which can occur at any time. gid will exercise the revocation right only in the cases specified in Section 6.6. The customer may not assign these claims under any circumstances. Upon gid’s request, the customer must immediately inform its buyers of the assignment and provide gid with the necessary information and documents for collection.

8.5 If the value of the existing securities exceeds the secured claims by more than 20% or the legally permissible percentage, gid is obliged to release securities at the customer’s request at its discretion.

8.6 In the cases specified in Section 6.6, the customer must immediately separate the retained goods (Sections 8.1 and 8.2) and document them along with the claims under Section 8.4. Furthermore, gid is entitled to take measures to secure and realize its security rights, particularly to take possession of retained goods and, for this purpose, enter the customer’s business premises with agents. The demand for surrender, taking possession of retained goods, and the assertion of assigned claims and other rights are permitted without withdrawal from the contract.

9. Liability and Damages:

9.1 gid is liable:

in cases of fraudulent intent, intent, and gross negligence,

for injury to life, body, and health,

under the provisions of the Product Liability Act, and

under an expressly and contractually agreed written guarantee in accordance with statutory regulations.

9.2 Furthermore, gid is liable for the violation of a contractual obligation essential for the proper performance of the contract and on whose compliance the customer may rely (so-called cardinal obligation). In such cases, liability is limited to foreseeable, typically occurring damages.

9.3 Further liability of gid does not exist.

9.4 The aforementioned liability limitations also apply to personal liability of gid employees, representatives, and governing bodies.

10. Export Control:

Unless otherwise indicated by gid, all products are subject to export licensing requirements. The customer acknowledges and complies with German and foreign export control regulations and restrictions. The customer commits not to sell, export, re-export, deliver, or otherwise transfer such products or technical information directly or indirectly to persons, companies, or countries in violation of German or foreign laws or regulations. Before exporting products or technical information received from gid, the customer must obtain all required export licenses or other necessary documents. The customer further agrees to impose the same obligations on all recipients of products or technical information obtained from gid and inform them about the necessity of complying with these laws and regulations. The customer is responsible for obtaining all licenses and import/export documents required for purchasing and reselling the products ordered from gid.

11. Final Provisions:

11.1 The customer may only transfer rights against gid to third parties with gid’s prior written consent.

11.2 The place of fulfillment is Norderstedt. If the customer is an entrepreneur as defined in § 14 BGB, the place of jurisdiction is Norderstedt. However, gid is entitled to take legal action against the customer at the customer’s general place of jurisdiction.

11.3 The law of the Federal Republic of Germany applies. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

11.4 If individual provisions of these terms are or become wholly or partially invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by an appropriate agreement that comes as close as possible to the economic intent of the invalid provision.