Terms and conditions & Maintenance at GNT Systems.

GTC

§ 1 Fundamentals:
The sale and delivery are subject to the following terms and conditions. Any terms and conditions of the contractual partners, buyers or customers that deviate from the following terms and conditions are expressly rejected.
Any verbal ancillary agreements made are invalid. Amendments and supplements shall be made by the management. Verbal agreements or declarations by other persons who are not specifically authorized to do so by GNT SYSTEMS shall only be effective if they are confirmed in writing by the management of GNT SYSTEMS.

§ 2 Delivery/Delay in Delivery
Deliveries and services are generally ex warehouse Pulheim. Transportation or shipment shall be at the expense and risk of the contractual partner. Upon request, delivery items will be insured against transportation damage at the expense of the contractual partner.

§ 3 Delay
GNT SYSTEMS shall be liable for delays in performance in cases of intent or gross negligence on the part of GNT SYSTEMS or a representative or vicarious agent of GNT SYSTEMS in accordance with the statutory provisions. However, in cases of gross negligence, the liability of GNT SYSTEMS shall be limited to the foreseeable damage typical for the contract if none of the exceptional cases listed in paragraph 2 of this provision applies.
The above limitations shall not apply in the event of liability for injury to life, body or health. A change in the burden of proof to the detriment of the client is not associated with the above provisions.

§ 4 Impossibility
GNT SYSTEMS shall be liable for impossibility of delivery/performance in cases of intent or gross negligence on the part of GNT SYSTEMS or a representative or vicarious agent of GNT SYSTEMS in accordance with the statutory provisions. However, in cases of gross negligence, GNT SYSTEMS’ liability shall be limited to the foreseeable damage typical for the contract, unless one of the exceptions listed in paragraph 2 of this provision applies.
This limitation shall not apply in cases of liability for intent, gross negligence or injury to life, body or health. The client’s right to withdraw from the contract remains unaffected. The contractual partner is free to prove that no or less damage has occurred.

§ 5 Withdrawal
The contracting party may only withdraw from the contract within the scope of the statutory provisions if GNT SYSTEMS is responsible for the breach of duty; in the event of defects, however, the statutory requirements shall remain applicable.
In the event of breaches of duty, the customer shall declare within a reasonable period of time after GNT SYSTEMS’ request whether it withdraws from the contract due to the breach of duty or insists on the delivery.

§ 6 Limitation period
The limitation period for claims and rights due to defects in the delivery/service – regardless of the legal grounds – is one year. However, this shall not apply in cases of § 438 para. 1 no. 1 BGB, 438 para. 1 no. 2 BGB, 479 para. 1 BGB or 634a para. 1 no. 2 BGB. The above periods mentioned in sentence 2 are subject to a limitation period of three years.

The limitation period pursuant to subsection 1 shall also apply to all claims for damages against GNT SYSTEMS in connection with the defect – irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against the contractor that are not related to a defect, the limitation period of para. 1 sentence 1 shall apply to them.

The limitation period according to para. 1 and para. 2 shall apply with the following proviso: No. 1 – The limitation periods shall generally not apply in the case of intent.

No. 2 – The limitation periods shall also not apply if the Contractor has fraudulently concealed the defect or if the Contractor has assumed a guarantee for the quality of the delivery performance. If the Contractor has fraudulently concealed a defect, the statutory limitation periods that would apply in the absence of fraud shall apply instead of the periods specified in para. 1, i.e. §§ 438 para. 1 no. 1, no. 2 no. 3 or 634a para. 1 no. 1, no. 2, no. 3 BGB, excluding the extension of the limitation period in the event of fraud in accordance with §§ 438 para. 3 or 634a para. 3 BGB, unless another exceptional case exists in accordance with this para. 3.

No. 3 – The limitation periods shall also not apply to claims for damages in cases of injury to life, limb, health or freedom, in the event of claims under the Product Liability Act, in the event of a grossly negligent breach of duty or in the event of a breach of material contractual obligations. The limitation period for all claims for work services begins with acceptance.

Unless expressly stipulated otherwise, the statutory provisions on the commencement, expiry, suspension and recommencement of limitation periods shall remain unaffected. A change in the burden of proof to the detriment of the client is not associated with the above provisions.

§ 7 Storage
If shipment of the delivery is delayed at the buyer’s request by more than two weeks after the agreed delivery date or – if no exact delivery date was agreed – after GNT SYSTEMS’ notification of readiness for shipment
, GNT SYSTEMS may charge a lump-sum storage fee of 10% of the price of the delivery item for each month (pro rata temporis, if applicable), but not more than 30%. The purchaser shall be entitled to prove that GNT SYSTEMS has incurred no damage or significantly less damage. GNT SYSTEMS shall be entitled to prove that higher damages have been incurred.

§ 8 Warranty/guarantee
Our products always leave our premises carefully checked and finally accepted.
The warranty period for complete systems is 6 months from the transfer of risk to the contractual partner. No changes or repair attempts may be made to the devices supplied by us by opening the delivered devices without our approval, otherwise the warranty will expire. The defect shall be remedied at our discretion either by repair or replacement of the defective parts, if necessary by new delivery.
If the supplementary performance fails, the contractual partner shall be entitled to reduce the purchase price or withdraw from the contract. This shall not affect the contractual partner’s right to demand compensation for damages instead of performance in accordance with these terms and conditions and the statutory provisions.
If the contractual partner wishes to demand compensation for damages instead of performance or carry out rectification itself, the rectification shall only be deemed to have failed after the second unsuccessful attempt. The statutory cases of dispensability of setting a deadline shall remain unaffected.
The expenses necessary for the purpose of subsequent performance shall be borne by the contractual partner insofar as they are increased by the fact that the delivery or service is taken to a place other than the client’s branch office, unless the transfer corresponds to its intended use.
The warranty for replaced, repaired or newly delivered parts shall also expire twelve months after the transfer of risk for the original delivery.
Claims for defects shall not exist in the event of only insignificant deviation from the agreed procurement or in the event of only insignificant impairment of usability.

§ 9 Prices and terms of payment
Prices are net prices plus statutory VAT, transportation costs and any packaging costs. Transport insurance shall be borne by the contractual partner. Unless otherwise agreed separately, payments shall be due as follows:
If, after conclusion of the contract, we become aware of facts that make the creditworthiness of the contractual partner appear questionable or suggest that the contractual partner is unable to pay, we shall be entitled to demand advance payment or corresponding securities, to withdraw from the contract in the event of refusal and, if necessary, to assert claims for compensation.
We would like to point out that we charge € 40,- and 2 % interest on arrears/reminder in the event of late payment.
After accepting your order, we may ask you to send us all necessary information that is important for invoicing/shipping and payment, otherwise we will have to charge a processing fee of € 20,-.
Invoices are due for payment in accordance with the payment terms specified in the order. If no term of payment has been agreed, the invoice is due 14 days net without deduction.
If we have agreed partial payments with a customer, the entire remaining debt, including any agreed interest accrued up to the due date, shall become due if
a) the customer defaults on at least 2 consecutive partial payments in whole or in part.
b) we have unsuccessfully set the customer a 2-week deadline for payment of the overdue amount with the declaration that we will demand the entire remaining debt if payment is not made within this deadline.
The entire remaining debt shall become due if the customer has generally suspended payments or if we become aware of circumstances that are likely to reduce the customer’s creditworthiness. The same applies if insolvency proceedings are opened against the customer’s assets.
If appointments are not canceled or are canceled within one week before the appointment, we will charge 75% of the costs (except in the event of sudden illness).

§ 10 Offsetting
The contractual partner may only offset claims that are undisputed or have been legally established.

§ 11 Partial deliveries
Partial deliveries are permissible insofar as they are reasonable for the contractual partner.

§ Section 12 Retention of title
The delivery item shall remain the property of GNT SYSTEMS until all claims of GNT SYSTEMS against the customer arising from the business relationship have been fulfilled.
During the existence of the retention of title, the contracting partner shall be prohibited from pledging or transferring ownership by way of security. Resale is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the contractual partner. The contractual partner must also agree with the customer that the customer only acquires ownership upon this payment.
The contractual partner is permitted to process the delivery item or to mix or combine it with other items. The processing, mixing or combining (hereinafter referred to as processing) is carried out for the contractor; the item resulting from the processing is referred to as “new goods”. The counterparty shall store the new goods for GNT SYSTEMS with the due care of a prudent businessman. In the event of processing with other items not belonging to GNT SYSTEMS, the contracting partner shall be entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the delivery item to be processed, mixed or combined to the value of the other goods to be processed at the time of processing. If the contracting partner acquires sole ownership of the new goods, GNT SYSTEMS and the contracting partner agree that the contracting partner shall grant GNT SYSTEMS co-ownership of the new goods in the ratio of the value of the processed delivery item to the other processed goods at the time of processing.
In the event that the delivery item or the new goods are sold, the contracting partner hereby assigns to GNT SYSTEMS by way of security its claims against the buyer arising from the resale, including all ancillary rights, without any further special declaration being required. The assignment shall include any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by GNT SYSTEMS. The share of the claim assigned to GNT SYSTEMS shall be satisfied with priority.
If the contractual partner combines the delivery item or the new goods with real estate or movable property, it shall also assign its claim to which it is entitled as remuneration for the combination, including all ancillary rights, as security in the amount of the ratio of the value of the delivery item or the new goods to the other combined goods, without any further special declarations being required. of the new goods to the other combined goods at the time of combination.
Until revocation, the contracting partner shall be authorized to collect the claims assigned in this § 12 (retention of title). The contracting partner shall immediately forward to GNT SYSTEMS any payments made on the assigned claims up to the amount of the secured claim. GNT SYSTEMS shall be entitled to revoke the contracting partner’s authorization to collect claims for good cause, in particular in the event of default of payment, suspension of payment, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the contracting partner.
In addition, GNT SYSTEMS may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, realize the assigned claim and demand that the contracting partner discloses the assignment by way of security to the customer.
If a legitimate interest is substantiated, the contractual partner shall provide GNT SYSTEMS with the information required to assert its rights against the customer and hand over the required documents.
In the event of seizure, confiscation or other dispositions or intervention by third parties, the contractual partner shall notify GNT SYSTEMS immediately.
If the realizable value of all security interests to which GNT SYSTEMS is entitled exceeds the amount of all secured claims by more than 10%, GNT SYSTEMS shall release a corresponding part of the security interests at the request of the contracting partner; the contracting partner shall be entitled to choose between different security interests for the release.
In the event of breaches of duty by the contractual partner, in particular in the event of default of payment, GNT SYSTEMS shall be entitled to demand the surrender of the delivery item or the new goods and/or to withdraw from the contract even without setting a deadline; the contractual partner shall be obliged to surrender the goods. The demand for return of the delivery item/new goods shall not constitute a declaration of withdrawal by GNT SYSTEMS, unless this is expressly declared.

§ 13 Delivery of software
In the delivery of software (operating programs, user programs and other programs suitable for the operation of EDP systems), we shall only act as an intermediary between our customer and the manufacturer or supplier of the software. This also applies if the delivery to the customer is made on our account. In this respect, we are authorized by our supplier to claim the purchase price including the commission due to us in our own name and for our own account. Warranty claims for defects in the software delivered in this way must first be asserted against the supplier or manufacturer of the software, which has been duly notified to the contractual partner with the handover of the necessary documents. If warranty rights are not granted by the manufacturer or supplier, GNT shall be liable

SYSTEMS GmbH in accordance with the above provisions. A claim against GNT SYSTEMS GmbH presupposes that legal action has been taken against the manufacturer or supplier and the proven, unsuccessful enforcement of these established claims.

§ 14 Training courses
The respective training course is prepared according to the current state of the art. Registrations will be considered in the order in which they are received. Cancellations received up to 4 weeks before the start of the course will be charged a one-off fee of 150.00 EURO, cancellations received up to 7 days before the start of the course will be charged half the training fee. For non-canceled appointments or cancellations within one week before the appointment, we charge 75% of the costs (except in the case of sudden illness). The contractual partner is free to prove that no or less damage has been incurred.
GNT SYSTEMS is free to prove that greater damage has been incurred. GNT SYSTEMS GmbH reserves the right to change or cancel the program for organizational reasons. Any fees paid for this will be refunded or offset; no further claims can be made.

§ 15 Place of jurisdiction
If the contractual partner is GNT SYSTEMS, the sole place of jurisdiction and place of performance for all disputes arising from the contractual relationship shall be the registered office of GNT SYSTEMS.