General Terms and Conditions of GS Gestelltechnik GmbH
The following general terms and conditions apply exclusively for all conditions precedent and contractual obligations.
 
1. Written for Requirement
(I) Agreements and negotiations of any type are only valid insofar as they are obtained in writing.
(II) Orally met agreements and negotiations are nonbinding to GS Gestelltechnik GmbH.
(III) The written form requirement applies especially for the cancellation of this clause.
 
2. Offers and Purchase Orders
(I) All accepted offers not in the presence of others are without obligation.
(II) Purchase orders count as accepted as soon as written contract confirmation occurs through GS Gestelltechnik GmbH. Purchase orders count as accepted, in particular, as soon as invoicing or non-explicit non-binding cost estimates takes place within 10 working days from access to the offer through GS Gestelltechnik GmbH provided the contract negotiations are not ultimately to be viewed and failed.
 
3. Order Fulfillment
(I) Construction drawings are a component of the contracts. Purchase orders will be exclusively completed with the help of the presented contract signing or plans prepared between GS Gestelltechnik GmbH and the contractual partner.
(II) Deviations from the plans valid from the contract signing and construction drawings require the written consent of both contractual parties.
 
4. Delivery
(I) Insofar as not otherwise regulated, delivery ex works applies.
(II) Supply takes place at the costs and risk of the purchasers. With acceptance of the goods to the individual transportation company for delivery, the risk transfers to the purchaser.
 
5. Delivery Disturbance, Cancellation of Contract
(I) For disturbances in operation not caused by and not controlled by GS Gestelltechnik GmbH, such as delivery bottlenecks, acts of nature beyond control, labor disputes, energy shortfall or official measures, the period for delivery is lengthened for the duration of the obstruction.
(II) GS Gestelltechnik GmbH reserves the right to cancel the contract during service obstructions of not only a temporary type.
 
6. Defects, Notice of Defects
(I) The purchaser has to examine the goods immediately upon receipt. If a defect appears, this is to be immediately notified to GS Gestelltechnik GmbH.
(II) If the purchaser neglects notification, the goods count as accepted unless it deals with a defect that was not recognizable during examination.
(III) If such a defect appears later, the notification must be made immediately upon discovery which was not recognizable during examination.
 
7. Price, Method of Payment
(I) The negotiated prices are commodity prices ex works, excluding freight and delivery costs as well as pacing costs.
(II) The legal value added tax is not included in the price. It will be separately itemized in the invoice at the date invoicing.
(III) The settlement of accounts receivable of GS Gestelltechnik GmbH is only possible through transfer to one of the specified business accounts unless otherwise negotiated.
 
8. Default, Damage for default
(I) If the contractual partner of GS Gestelltechnik GmbH does not make payment after reminder from GS Gestelltechnik GmbH which takes place after entry of due date, he is in default.
(II) The contractual partner of GS Gestelltechnik GmbH gets into default without a reminder, if
  (a) the point in time for the service is set according to the calendar,
(b) he seriously and finally refused the service,
(c) he did not make payment within 30 days after the due date and access of the invoice or equivalent payment plan.
(III) If the point in time of access of the invoice or payment plan is uncertain, the contractual partner of GS Gestelltechnik GmbH comes into default no later than 30 days after due date and acceptance of the return service.
(IV) Claims for payment of GS Gestelltechnik GmbH against the contractual partner are charged interest during default. The default interest equals eight percentage points above the respective prime rate of the European Central Bank for that year.
 
9. Compensation, Right of Retention
(I) Compensation is only possible with the established claims recognized or in effect by GS Gestelltechnik GmbH.
(II) The contractual partner can only make a right of retention valid if it exists on the respective contractual and supply agreement.
 
10. Reservation of Proprietary Rights
(I) The contractual partner of GS Gestelltechnik GmbH is authorized during the duration to have the reservation of proprietary rights on the goods available during the course of business in a usual manner.
(II) Until the complete settlement of accounts receivable of GS Gestelltechnik GmbH against the contractual partner, delivered goods remain property of GS Gestelltechnik GmbH. With existing service charges of GS Gestelltechnik GmbH against the contractual partner, such like from check, exchange or bank debt memo procedures, delivered goods remain the property of GS Gestelltechnik GmbH up until complete satisfaction of the service charges.
(III) With uneven current account balances at the expense of the contractual partner, all delivered goods as well as goods to be delivered remain property of GS Gestelltechnik GmbH up until complete settlement of everything in arrears.
(IV) With behaviors of the contractual partner contrary to the contract, especially during default, GS Gestelltechnik GmbH is entitled to a claim for return after warning. Therefore, the contractual partner is obligated to return the delivered goods. The resulting costs from doing so are carried by the contractual partner of GS Gestelltechnik GmbH.
(V) Exercising the claim for return through GS Gestelltechnik GmbH and the possible accompanying attachments of the delivered goods presents no statement of cancellation of contract unless the contract cancellation is expressly stated.
(VI) During utilization of existing goods still property of GS Gestelltechnik GmbH, the contractual partner of GS Gestelltechnik GmbH relinquishes the outstanding money by way of security from utilization up until complete settlement of all existing claims of GS Gestelltechnik GmbH against the contractual party. If the utilization of existing goods is both proprietary and non-proprietary of GS Gestelltechnik GmbH, the security  relinquishment of the outstanding money is limited to the amount according tot he value of the goods subject to return at the time of delivery plus the legal value added tax.
(VII) During sale, the purchaser of the retention goods is to notify relinquishment and to provide GS Gestelltechnik GmbH with all necessary data of the purchaser for execution of the accounts receivable.
(VIII) Transfers by way of security of any type with goods proprietary of GS Gestelltechnik GmbH are not permitted. Attachments or other interference of third parties with goods proprietary of GS Gestelltechnik GmbH are to be immediately notified.
 
11. Nondisclosure and Contractual Penalty, Manufacturing Tools
(I) For manufacturing documents, especially but not exclusively, figures, construction drawings, samples and models prepared and/or rendered with the purchaser, GS Gestelltechnik GmbH reserves the copyright and proprietary rights Manufacturing documents may only be used exclusively for evaluating the offer of GS Gestelltechnik GmbH or for preparation of contract to be completed with GS Gestelltechnik GmbH.
(II) Upon request of GS Gestelltechnik GmbH, all documents provided as well as possible copies are to be returned.
(III) Publication of documents to third parties is not permitted during duration of the business relationship as well as after its completion without consent of GE Gestelltechnik GmbH. For noncompliance, GS Gestelltechnik GmbH reserves the right to implement a contractual penalty no less than 50,000.00 Euro.
(IV) The tools, forms or similar objects essential during manufacturing for execution of the purchase order are exclusively property of GS Gestelltechnik GmbH. The purchaser furthermore acquires no rights on the above mentioned matters should he have shared in the costs of manufacturing.
 
12. Minimum Wage Law
(I) With the acceptance of the order/purchase order the supplier ensures and guarantees that legal provisions in the minimum wage law and complete followed and implemented.
 
13. Choice of Law, Jurisdiction
(I) The law of the Federal Republic of Germany apply as the law of choice, especially the BGB [German Civil Code] and HGB [German Commercial Code].
(II) GS Gestelltechnik GmbH's official company location applies as the jurisdiction selected between the contractual parties.
 
Heilbronn, 08/23/2012