General Sales Conditions
General Terms and Conditions of Sale
1. Validity
These terms and conditions of sale apply to contracts of GSYSTEMS, unless other agreements are being confirmed in written form. For consumers these terms and conditions are not relevant.
2. Contract
The contractual content between the parties is included in the writ ten order confirmation .
3. Prices
The agreed prices are ex works plus VAT. Delivery, freight and packaging costs are incurred separately. The packaging will be charged at cost. In general, every contract is delivered in full, however, excess o short deliveries of up to 10% are agreed.
4. Delivery Times
Only delivery dates agreed upon in writing will be binding. If GSYSTEMS is unable to comply with an agreed delivery deadline, the client must admonish and grant GSYSTEMS a subsequent de livery period of at least 15 working days. Only after expiry of this period of grace will the GSYSTEMS be default. If GSYSTEMS does not deliver by the end of the period of grace, the customer can withdraw from the contract. Any claim for compensa tion beyond the withdrawal is excluded.
5. Delivery
Unless otherwise agreed in writing, all shipments and consignments shall be dispatched at the expense and risk of the customer.
6. Material Defects
GSYSTEMS undertakes to replace all parts which are defective, on written request, insofar as these material defects have been notified in writing by the customer upon receipt of the goods. The client is therefore obliged to immediately inspect all delivered parts for their functionality and completeness upon receipt of the delivery.
7. Liability
The liability of GSYSTEMS is limited to wilful intent and gross neg ligence. This applies to all claims for damages for whatever legal reason, in particular also in case of a possible violation of the duty to inform and/or advise, as far as a mandatory statutory provision does not contain any other responsibility. Liability for loss of profit, loss of production, interruption of business and indirect and consequential damages is completely excluded. These limitations of liability and the exclusion of liability shall be for the benefit of GSYSTEMS’s employees, auxiliary persons, vicarious agents and suppliers. For personal injury, the limitation of liability for wilful intent and gross negligence does not apply.
8. Retention of Title
All delivered goods remain the property of GSYSTEMS until the ful f illment of the contractual remuneration. In the case of processing, GSYSTEMS obtains co-ownership of the manufactured goods at a share which corresponds to the value of the goods in relation to the sum of the invoice values of all goods used in the manufacture. If the goods delivered by GSYSTEMS are combined with other goods, thereby voiding the ownership of these goods, GSYSTEMS obtains co-ownership of the new standard items at a share which corre sponds to the invoice value of its reserved items. The client stores the new standard item for GSYSTEMS at no cost. Until further notice the client is entitled to sell the goods delivered by GSYSTEMS as part of his normal business dealings. The orderer is obliged to secure the rights of GSYSTEMS in case of resale of the reserved goods on credit. The customer is also obliged to report the completion of factoring transactions to GSYSTEMS beforehand. The customer hereby = in advance all claims he is entitled to from the resale of the goods de livered by us to GSYSTEMS, as security. The customer is entitled to collect the assigned claims. He acts as a trustee for GSYSTEMS and will immediately pay GSYSTEMS the amounts paid by his customers to the extent of the agreed gross prices of the goods delivered by GSYSTEMS. Goods which the customer or contractual partner of GSYSTEMS pays in advance are not subject to the retention of title and the extended retention of title. Rather, ownership of these pre paid goods passes to the client immediately upon delivery.
All claims against GSYSTEMS expire at the latest one year after these claims are made valid. This shall not apply to compensation claims based on death, injury or damage to health as well as damage caused by gross negligence or intent by GSYSTEMS. In that regard, the periods of limitation provided by law shall apply.
The Place of contractual fulfilment and exclusive court of jurisdiction for both parties is Zwickau. German law applies.
General Terms and Conditions of Purchase
1. Scope of Application
These terms and conditions shall apply exclusively to all purchase contracts of GSYSTEMS. Any general terms and conditions of the respective supplier shall not apply, even if GSYSTEMS does not expressly object to them again. Where applicable, the “Purchasing Conditions for Framework Orders” of GSYSTEMS in their current version shall apply in addition.
2. Contract
Orders placed by GSYSTEMS are binding unless the supplier objects to them within a period of three working days.
3. Prices
The agreed prices apply delivered free to destination and include statutory value-added tax. Delivery, freight, and packaging costs are included in the price.
4. Quantities
Over- or under-deliveries are not permitted.
5. Partial Deliveries
Partial deliveries are only permitted if GSYSTEMS has expressly agreed to them in advance in text form.
6. Assignment of Contractual Claims
The supplier is not permitted to dispose of its claims against GSYSTEMS, in particular by assignment or pledging.
7. Delivery Periods
Agreed delivery dates and delivery periods are always binding fixed dates or fixed deadlines. Upon expiry of the delivery date or the delivery period, the supplier shall be in default of delivery without the need for a reminder from GSYSTEMS. If the supplier fails to meet an agreed delivery date or deadline, GSYSTEMS is entitled, without reminder and without granting an additional grace period, to withdraw from the contract and claim damages from the supplier.
8. Contractual Penalty
If the supplier is in default, they are obliged to pay a contractual penalty to GSYSTEMS. The contractual penalty amounts to 0.5% of the gross price agreed for the goods to be delivered for each calendar day of delay, but not more than 10.0% of the gross price. The contractual penalty shall be offset against any claims for damages by GSYSTEMS. The assertion of the contractual penalty by GSYSTEMS shall not affect any other claims of GSYSTEMS, in particular the right to performance of the contract and to further damages.
9. Defects
GSYSTEMS is only obliged to carry out random inspections of the goods delivered by the supplier in the ordinary course of business. Any defects identified in this process must be reported by GSYSTEMS within a period of 10 working days after detection. At the request of GSYSTEMS, the supplier is obliged, at GSYSTEMS’ discretion, either to remedy the defects in the delivered goods or to provide a replacement delivery. GSYSTEMS is also entitled to claim compensation from the supplier for any damage resulting from the defective delivery. Claims for defects by GSYSTEMS against the supplier shall become time-barred 5 years and 6 months after delivery of the goods. In all other respects, the statutory provisions shall apply.
10. Defects in Title
In the event of defects in title, the supplier is obliged to indemnify GSYSTEMS against all claims asserted by third parties arising from such defects and to reimburse GSYSTEMS for all reasonable costs incurred in defending against such claims. The supplier is also obliged, upon request, to provide GSYSTEMS with appropriate advance payments for such costs. Claims by GSYSTEMS against the supplier due to defects in title shall become time-barred 5 years and 6 months after delivery of the goods. In all other respects, the statutory provisions shall apply.
11. Retention of Title
The establishment of a retention of title with regard to the goods delivered by the supplier requires a separate written agreement between the parties.
12.
Confidentiality
The supplier undertakes to use all information obtained in the course of the business relationship with GSYSTEMS – whether of a technical or commercial nature – solely for the purpose of fulfilling the contract with GSYSTEMS and, in particular, not to disclose it to third parties. This obligation shall continue to apply even after termination of the business relationship between the supplier and GSYSTEMS. For each breach of the provisions set out in sentences 1 and 2 above, the supplier shall be obliged to pay GSYSTEMS a contractual penalty in the amount of the gross price of the respective order placed by GSYSTEMS. This contractual penalty shall be offset against any claims for damages by GSYSTEMS. Notwithstanding the assertion of the contractual penalty, all other claims of GSYSTEMS shall remain unaffected, in particular the right to performance of the supplier’s confidentiality obligations, to injunctive relief, and to further damages.
13. Place of Performance and Jurisdiction
The place of performance for all claims arising from and in connection with the contracts concluded between the parties, their execution and termination, shall be the registered office of GSYSTEMS. The exclusive place of jurisdiction shall be Zwickau. However, GSYSTEMS shall also be entitled to bring an action against the supplier at the court having jurisdiction over the supplier’s registered office.
General Sales Conditions Download