1.1 The following terms and conditions apply exclusively and in their current version, excluding any conflicting terms and conditions for the sale and delivery of products and other services by gid. By remaining silent or failing to object, gid does not submit to any of the customer’s terms and conditions, either in whole or in part.

1.2 Acceptance of a service provided directly or indirectly by gid is sufficient for these terms and conditions to apply. Exceptions to these terms and conditions require written agreement before gid provides a service.

1.3 For orders for the provision of services, in particular installation, instruction, individual adaptation, maintenance, updates, and assistance (support) in the use of the delivered products, additional terms and conditions of order apply, unless an individual contract has been concluded. These are available online at any time at http://www.gid-gmbh.de/vertragsbedingungen or requested from gid.

2.1 Offers made by gid are subject to change.

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

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

3.2 If gid is in default, the customer is entitled to set a reasonable grace period for delivery in writing with a threat of rejection and, after its fruitless expiry, to withdraw from the contract with regard to the delivery and service for which gid is in default: In this case, the customer is only entitled to withdraw from the contract for partial deliveries already made if they can prove that they no longer have any interest in the partial delivery.

3.3 Delivery and shipping are at the customer’s expense. The risk is transferred to the customer as soon as the product leaves the gid warehouse.

3.4 If the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), they must check the product immediately upon receipt for completeness and conformity with the delivery note or invoice and, if a defect is found, notify gid of this within two weeks of delivery. If such a defect only becomes apparent later, it must be reported to gid in writing within two weeks of being discovered by the customer.

3.5 If the customer is a consumer, they must check the product immediately upon receipt for completeness and conformity with the delivery note or invoice and report any obvious defects to gid in writing within four weeks of delivery.

3.6 If the obligation to inspect and give notice of defects is violated, the product shall be deemed to have been approved with regard to the defect in question.

3.7 Minor defects that do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.

3.8 We reserve the right to make changes to the technical specifications. gid is also entitled to deliver products other than those ordered if the technical specifications are the same or only slightly differ from the order, provided that the price is the same or, in the case of a product with higher technical specifications, only slightly higher, i.e., no more than 10% higher.

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

4.2 gid accepts no liability for the contractual products not infringing any industrial property rights or copyrights of third parties. The customer must immediately notify gid of any claims made against it 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 asserted by third parties due to the infringement of industrial property rights and copyrights. Any legal costs shall be advanced appropriately.

6.1 Invoices from gid are due immediately upon receipt. Notwithstanding this, the payment terms stated in the order confirmation apply. Any deviating provisions require a written agreement.

6.2 Representatives are not authorized to collect payments.

6.3 In the case of bank transfers and other non-cash means of payment accepted only on account of performance in cases of doubt, only the unconditional credit entry to an account of gid shall have the effect of discharging the debt. Payments shall be credited by gid to existing claims in accordance with their due date, even if the customer stipulates otherwise.

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

6.5 Offsetting or asserting rights of retention against gid is only permissible with undisputed or legally established claims. Among merchants, a right to refuse performance or a right of retention against gid is excluded.

6.6 gid is entitled to check the creditworthiness of customers using the usual means. If this gives rise to doubts about a customer’s creditworthiness or if there is any other significant deterioration in the business partner’s financial circumstances, gid is entitled to revoke any payment terms granted and to make further deliveries only against advance payment or cash on delivery. Granted payment terms shall become void and all claims of gid shall become due immediately if the business partner fails to honor checks or direct debits due to insufficient funds or returns them due to objection, files for bankruptcy or composition, or applies for the opening of such proceedings; in such cases, gid shall also be entitled to take back products already delivered as a precautionary measure.

7.1 gid shall be liable for defects in the products, including the absence of warranted characteristics and 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 immediately of any defects within the meaning of Section 7.1, including quantity deviations, except those specified in Section 3.7, in accordance with Sections 3.4 and 3.5. However, these defects do not entitle the customer to withhold payment. If defects occur, processing and treatment must be stopped immediately. The same applies to repaired or replacement products.

7.3 Defects shall be remedied by gid at its own discretion by taking back the defective products and delivering replacements or by repairing them. If gid fails to fulfill these obligations even within a reasonable grace period set in writing, the customer may, at its discretion, demand withdrawal from the contract or a reduction in the purchase price (abatement).

7.4 Returns of products in the event of complaints or when exercising the right of withdrawal in accordance with Section 7.3 are only permitted with the prior consent of gid by issuing a return number. Returns must be marked with the return number, referring specifically to the relevant invoice from gid and the complaint in accordance with Section 7.2 or the declaration of withdrawal in accordance with Section 7.3. For all returns, the risk shall only pass to gid upon proper acceptance of the products at the gid warehouse.

7.5 If the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), the warranty period is 1 year from delivery of the products. If longer periods are prescribed by law for individual contracts, the statutory periods shall apply.

7.6 No warranty is given for the suitability of the products for the purpose intended by the purchaser; this also applies to changes to the products and their specifications by the manufacturer. In particular, no warranty is given that the disposal of the products or their use is not or will not be impeded in any way by government regulations (e.g., embargo regulations or export license requirements).

7.7 gid accepts no liability for the suitability of the products for the buyer’s intended use. Information, advice, and recommendations regarding suitability, compatibility, or other performance characteristics, insofar as they go beyond the relevant information provided by the manufacturer, are only binding for gid if they are confirmed to the customer in writing.

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

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

8.2 The processing and treatment of the goods subject to retention of title shall be carried out for gid as the manufacturer within the meaning of § 950 BGB (German Civil Code), without obligating gid. The processed products are considered goods subject to retention of title within the meaning of Section 8.1. If the customer processes, combines, or mixes the goods subject to retention of title with other products, gid shall be entitled to co-ownership of the new item or collection of items in proportion to the invoice value of the goods subject to retention of title to the invoice value of other products used. If gid’s ownership expires due to combination or mixing, the customer hereby transfers to gid the ownership rights to which it 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 herefrom shall be deemed goods subject to retention of title within the meaning of Section 8.1.

8.3 The customer may only sell the goods subject to retention of title in the ordinary course of business against payment or retention of title (in at least extended form) and only as long as he is not in default vis-à-vis gid – otherwise with the proviso that the claims from the resale shall pass to gid in accordance with clause 8.4. The customer is obliged to store goods subject to retention of title (sections 8.1 and 8.2) separately.

8.4 Claims arising from the sale or other utilization of goods subject to retention of title (sections 8.1 and 8.2) are hereby assigned to gid, including all ancillary rights, on a pro rata basis in each case, but in any event with priority. The scope of the assigned rights is determined by the value of the goods subject to retention of title (sections 8.1 and 8.2). In the event of a conflict with third-party rights in accordance with section 8.2, the scope of gid’s rights shall be determined by the ratio of the aforementioned value to the values lawfully asserted by third parties in relation to the total value. The customer is entitled to collect claims from the sale or other utilization until gid revokes this right at any time. gid will only exercise its right of revocation in the cases specified in Section 6.6. The customer is not authorized to assign the claim under any circumstances. At gid’s request, the customer is obliged to inform its customers immediately of the assignment and to provide gid with the information and documents necessary for collection.

8.5 If the value of the existing securities exceeds the secured claims by more than 20% or the percentage permitted by law, gid shall be obliged, at the customer’s request, to release securities of its choice to the extent of the overcollateralization.

8.6 In the cases specified in clause 6.6, the customer is obliged to immediately separate existing reserved goods (clauses 8.1 and 8.2) and to provide precise evidence of them, including the claims pursuant to clause 8.4. In addition, gid shall be entitled in these cases to take measures to safeguard and realize its security interests without restriction, in particular to take possession of goods subject to retention of title and to enter the customer’s business premises for this purpose, including through agents. Demands for surrender, taking possession of goods subject to retention of title, and asserting assigned claims and other rights shall be permissible without withdrawal from the contract.

9.1 gid is liable

• in cases of malice, intent, and gross negligence,
• for injury to life, limb, and health,
• in accordance with the provisions of the Product Liability Act, and
• within the scope of any guarantee expressly assumed in writing in the contract in accordance with the statutory provisions.

9.2 Furthermore, gid shall be liable for the breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may rely (so-called cardinal obligation). In this respect, liability shall be limited to the foreseeable, typically occurring damage.

9.3 gid shall not be liable to any greater extent.

9.4 The above provisions on the limitation of liability shall also apply to the personal liability of gid’s employees, representatives, and organs.

Even without notification from gid, all products are subject to export licensing requirements in case of doubt. The customer acknowledges German and foreign export control regulations and restrictions and undertakes not to sell, export, re-export, deliver or otherwise pass on such products or technical information, either directly or indirectly, to persons, companies, or countries, if this violates German or foreign laws or regulations, and to obtain all necessary export licenses or other documents before 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 need to comply with these laws and regulations. The customer shall obtain, at its own expense, all licenses and export and import documents required for the purchase and resale of the products ordered from gid.

11.1 The customer may only transfer rights to third parties with the prior written consent of gid.

11.2 The place of performance is Norderstedt. If the customer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), the place of jurisdiction is Norderstedt. However, gid is free to take 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 International UN Convention on Contracts for the International Sale of Goods 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; in this case, the wholly or partially invalid provision shall be replaced by a corresponding agreement that comes as close as possible to the economic content of the invalid provision or the invalid part.