General Terms and Conditions of Purchase
General Terms and Conditions of Purchase of GP JOULE Connect GmbH,
Cecilienkoog 16, 25821 Reußenköge (GP JOULE)
(Rev. 01/26, State 29.01.2026)
§ 1 General Provisions, Applicability
(1) These General Terms and Conditions of Purchase apply to all business relationships between business partners and suppliers (“Supplier”) and GP JOULE Connect (“Client”) with regard to the supply of movable goods (“Goods”) and the provision of services.
(2) Unless otherwise agreed, the General Terms and Conditions of Purchase shall apply in the version valid at the time of the order placed by the Client.
(3) These General Terms and Conditions of Purchase apply exclusively. Any general terms and conditions of the Supplier that deviate from, conflict with or supplement these General Terms and Conditions of Purchase shall only form part of the contract to the extent that the Purchaser has expressly agreed to them, in whole or in part, in writing. This applies in particular to deviating terms and conditions in the Supplier’s order confirmations.
(4) Individual agreements made with the Client on a case-by-case basis (including ancillary agreements, additions and amendments) shall take precedence over these General Terms and Conditions of Purchase. A contract in writing or a declaration in writing shall be decisive for the content of such agreements
(5) Legally relevant declarations and notifications to be made by the Contractor to the Client after conclusion of the contract (e.g. setting of deadlines, reminders, declarations of withdrawal) must be in writing to be valid. This also applies to deviations from these terms and conditions as well as other ancillary agreements.
(6) In all other respects, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions of Purchase.
(7) These Terms and Conditions of Purchase have been drawn up in German and English. The German version is binding and shall take precedence over the English version in the event of any deviations or discrepancies.
§ 2 Offer to the Client / Order / Conclusion of Contract
(1) Enquiries from the Client shall be deemed – unless otherwise indicated in individual cases – to be non-binding invitations to submit an offer. The Contractor is obliged to check the Client’s enquiry immediately for plausibility, feasibility and completeness and to inform the Client without delay of any obvious errors (e.g. typing or calculation errors) as well as any shortcomings or omissions in the order enquiry. If the Contractor does not intend to submit an offer, they shall inform the Client of this immediately upon receipt of the order enquiry. Otherwise, unless otherwise agreed, the Contractor shall submit a binding quotation to the Client within the deadline specified in the request for quotation and shall adhere to the Client’s request for quotation in the quotation (in particular with regard to the specification and wording of the goods to be delivered). In the event of deviations from the purchase enquiry, the Contractor must expressly and separately draw the Client’s attention to these in the quotation. Unless otherwise agreed, the Contractor shall be bound by its quotation for at least thirty (30) working days (binding period). The preparation of a quotation is non-binding and free of charge for the Client.
(2) Unless otherwise agreed in individual cases, a legally binding contract between the Client and the Contractor shall come into effect when the Client accepts the Contractor’s quotation within the binding period (order).
(3) The Contractor is required to confirm the Client’s order in writing within five (5) working days of receiving the order, stating the order number and project number provided, or to notify the Client of any deviations from the Contractor’s quotation.
(4) The Client reserves all ownership and/or copyright rights and other protectable legal rights in relation to enquiry requests, orders, product and service specifications or other information provided. The documents relating to the enquiry (such as drawings, plans, illustrations, calculations, cost estimates, other service specifications, delivery dates and price quotations, etc.) may not be reproduced or made accessible to third parties without the Client’s consent and must be returned to the Client immediately if the order is not placed.
§ 3 Delivery / Transport / Transfer of Risk / Place of Performance
(1) Unless otherwise agreed, the Contractor’s deliveries and services are to be performed at the place of performance. The place of performance shall be specified in the order.
(2) Unless otherwise agreed, the Contractor shall, in fulfilment of its delivery obligation, pack the goods securely for transport at its own expense and hand them over to the Client at the address.
(3) The delivery must be accompanied by a delivery note stating the date (of issue and dispatch), the contents of the delivery (item number and quantity), the project number and the Client’s order (date and number). If the delivery note is missing or incomplete, the Client shall not be held responsible for any resulting delays in processing and payment.
(4) The risk shall only pass to the Client upon handover at the Client’s registered office or at another agreed delivery location and upon the Client’s or a verifiably authorised person’s countersigning of the relevant delivery note.
(5) The costs arising from misdirected deliveries shall be borne by the Contractor, provided that the Contractor is responsible for the transport or is at fault for the misdirection of the transport.
(6) The Contractor shall insure the goods to be delivered to an appropriate extent against theft, breakage, transport, fire and water damage or other insurable risks at its own expense.
(7) Acceptance of services shall take place upon full and proper performance. Partial acceptance is possible, but only with the Client’s consent. Acceptance must be confirmed in a report, which is to be signed by both parties.
§ 4 Performance period/delay
(1) The performance period (delivery date or deadline) specified in the order is binding. The Contractor is obliged to inform the Client immediately in writing if circumstances arise or become apparent which indicate that the agreed dates cannot be met. The obligation to comply with the agreed dates and deadlines remains unaffected by this.
(2) In the event of a delay in delivery, the Client shall be entitled to all statutory claims without restriction. In particular, the Client shall be entitled, following the fruitless expiry of a reasonable period, to withdraw from the contract and/or to claim damages in lieu of performance.
(3) In the event of a delay in performance, the Client is entitled to claim a contractual penalty for delay amounting to 0.3% of the net price per completed working day (Mon–Fri), but not exceeding 5% of the agreed net remuneration. The Client reserves the right to prove that greater damage has been incurred. Further statutory claims (withdrawal and damages in lieu of performance) remain reserved. The Contractor shall be entitled to prove to the Client that no damage, or significantly less damage, has been incurred as a result of the delay.
§ 5 Prices and Terms of Payment
(1) The price stated in the order is binding; where applicable, VAT or import VAT is shown separately.
(2) Unless otherwise agreed in individual cases, the prices include all services and ancillary services as well as the Contractor’s ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).
(3) The Contractor is obliged to state on all invoices the service, the order/contract number, and the project number provided by the Client, as well as the order item, the quantity/unit of measure and, in the case of partial services – where agreed – the remaining quantity. The Contractor must issue the invoice in accordance with tax law requirements; in particular, the applicable VAT must be shown separately. The Contractor shall be liable for all consequences arising from failure to comply with this obligation, unless it can prove that it is not responsible for such failure.
(4) Unless otherwise agreed, invoices must be sent – after delivery or performance of services, and broken down by order – exclusively by email to the following address: invoice@gp-joule.de.
(5) The agreed price is due for payment within 30 calendar days of full and proper delivery or performance, including full documentation, and receipt of a proper and verifiable invoice.
(6) The statutory provisions shall apply to the Client’s default. In the event of default, the default interest shall be five (5) percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
(7) The Client shall be entitled to rights of set-off and retention, as well as the defence of non-performance of the contract, to the extent permitted by law. In particular, the Client shall be entitled to withhold or reduce due payments (pro rata) to the extent and for as long as it still has claims against the Contractor arising from incomplete and/or defective services and/or deliveries.
§ 6 Warranty
(1) Unless otherwise provided below, the statutory provisions on liability for defects shall apply.
(2) The Contractor shall be liable in accordance with the statutory provisions, in particular, for ensuring that the deliveries and services are of the agreed quality, are suitable for the intended use and correspond to the state of the art. In any event, the specifications which form the subject matter of the respective contract – in particular through designation or reference in the Client’s order pursuant to Clause 2 – shall be deemed to constitute an agreement on quality.
(3) The statutory provisions (Section 377 of the German Commercial Code (HGB)) shall apply to the commercial duty to inspect and give notice of defects, subject to the following proviso: The Client’s duty to inspect is limited to defects that become apparent during the Client’s incoming goods inspection by means of a visual examination, including the delivery documents, as well as the Client’s quality control by means of random sampling (e.g. transport damage, incorrect or short deliveries). In all cases, the Client’s notice of defect shall be deemed to have been given without delay and in good time if it is received by the Contractor within two weeks of receipt of the goods.
(4) If the Client is entitled to subsequent performance by operation of law, they may specify to the Contractor whether subsequent performance is to take the form of rectification of the defect (repair) or delivery of a defect-free item (replacement delivery). The Client must set the Contractor a reasonable deadline for subsequent performance. The Client is entitled to remedy the defect itself at the Contractor’s expense if the Contractor is in default of subsequent performance. Further statutory claims remain unaffected by this.
(5) The warranty period is 24 months from the date of delivery or acceptance of the service. In the case of a building, the warranty period is 60 months from acceptance of the building. Upon receipt by the Contractor of the Client’s notice of defects, the expiry of the warranty period shall be suspended until the defect has been remedied. For replaced parts, the warranty period shall recommence on the day of subsequent performance, provided that the rectification of the defect was not carried out as a gesture of goodwill.
§ 7 Exemption from the obligation to perform / force majeure
(1) Should the parties be prevented from fulfilling their obligations due to force majeure such as natural disasters, war, industrial action (strike or lawful lockout), pandemics or epidemics, official orders or other circumstances over which they have no influence or which cannot be averted with reasonable technical or economic effort, the parties shall be released from their contractual obligations to perform until such circumstances and their consequences have been definitively resolved. Neither internal operational circumstances (e.g. staff shortages, illness, internal strikes, technical faults), nor supply or production bottlenecks at upstream suppliers, price increases, energy shortages, transport risks, or regulatory requirements shall be deemed to constitute force majeure.
(2) If the force majeure persists for longer than two months, the parties shall be entitled to terminate the delivery affected by the force majeure in writing without notice. Any payments already made for the affected delivery shall be refunded.
(3) In all cases of exemption from performance referred to in clause 7.1, the parties may not assert any claim for damages, provided that the party invoking force majeure is not at fault.
(4) The parties are obliged to notify each other immediately, setting out the circumstances preventing them from performing the contract; they shall, furthermore, remove the obstacle to performance as soon as possible, provided this is possible with reasonable technical or economic effort.
§ 8 Extraordinary termination
(1) A contract may be terminated for good cause without notice. Notice of termination must be given in writing.
(2) Good cause shall be deemed to exist in particular: (a) if the other party suspends or announces its intention to suspend the performance of its contractual obligations in a manner that is not insignificant; or (b) if enforcement proceedings have been initiated against the other party’s entire assets or a substantial part thereof.
(3) In the event of termination for good cause, the mutual contractual obligations shall cease with immediate effect upon receipt of the notice of termination.
(4) The party entitled to terminate the contract may claim compensation from the other party for the damage caused by the termination (in particular, damages in lieu of performance), unless the other party is not at fault for the grounds for termination.
§ 9 Liability / Insurance
(1) The Contractor shall be liable within the scope of the statutory provisions.
(2) The Contractor shall, at its own expense, maintain liability insurance on standard industry terms for the duration of the contract to cover damage for which it and its vicarious agents are responsible. The amount of cover per claim must be demonstrated to the Client on request.
§ 10 Prohibition on Assignment
The Contractor is only entitled to transfer rights and obligations arising from the contractual relationship with the Client’s express prior consent.
§ 11 Execution / Environmental Protection / Safety / Health Protection / Quality
(1) The Contractor must observe the recognised rules of technology and the state of the art, the applicable statutory and regulatory provisions, and the Client’s operational rules and regulations.
(2) Machinery and technical equipment must be supplied in accordance with the Product Safety Act (ProdSG) and the Machinery Ordinance, accompanied by assembly and operating instructions in the Client’s national language, an EC Declaration of Conformity, a CE marking, verifiable structural analysis where applicable, and a type examination where applicable. Equipment bearing the CE marking is to be supplied in preference. If a test mark has not been issued, the Contractor must provide evidence of compliance with the above-mentioned regulations.
§ 12 Confidentiality
(1) The parties undertake to keep the contractual terms and conditions as well as the business and trade secrets of the other party – with the exception of publicly available information – confidential during the business relationship and for a period of at least five years thereafter. The obligation of confidentiality shall not apply to information which was already known to the receiving party at the time of receipt, which was made available to the receiving party by third parties without the imposition of a duty of confidentiality, or which must be disclosed to third parties pursuant to an official or statutory order (e.g. approval authorities, supervisory or regulatory bodies, or to advisers bound by professional secrecy).
(2) The information, data, documents and other records made available to the Contractor by the Client may be used exclusively for the purposes of the business relationship with the Client.
(3) Without the Client’s prior express written consent, the Contractor may not refer to the existing business relationship with the Client in its external communications (in particular in advertising material, brochures, etc.).
§ 13 Data Protection
The parties shall comply with data protection regulations. The Contractor is obliged to take appropriate technical and organisational measures to protect the Client’s personal data processed by the Contractor in connection with the fulfilment of its contractual obligations, in order to ensure the protection and confidentiality of such data.
§ 14 Place of jurisdiction / Final provisions
(1) The exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Husum, the Client’s place of jurisdiction. However, the Client shall in all cases also be entitled to bring an action at the place of performance of the delivery obligation or of a prior individual agreement, or at the Contractor’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
(2) German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3) The contract language is German, both in writing and orally.
(4) These terms and conditions are exhaustive. There are no verbal side agreements.
(5) Should individual provisions of this contract be or become invalid or unenforceable, the remainder of the contract shall remain valid.