General Terms and Conditions
General Terms and Conditions for Deliveries and Services of GP JOULE Connect GmbH, Cecilienkoog 16, 25821 Reußenköge (Seller)
(Rev. 2022-B, as of 20 April 2022)
Preamble
Part 1: General Provisions and Provisions for the Purchase of Charging Stations and Other Contractual Items
§ 1 § 1 Scope; Conclusion of Contract
(1) Unless otherwise expressly agreed between the parties, these General Terms and Conditions shall apply to the sale and construction of contractual items by the Seller. If the Buyer stipulates deviating contractual terms and conditions, these shall not become part of the contract even if the Seller does not object to them. The inclusion of deviating contractual conditions of the Buyer shall require the written consent of the Seller.
(2) The contract is concluded after acceptance of the offer with the Seller's written order confirmation.
(3) The provisions in the offer shall take precedence over these General Terms and Conditions and shall be supplemented by these General Terms and Conditions.
(4) Supplementary, deviating or other changes to the Seller's offer shall only become part of the contract if the Buyer points this out to the Seller separately (changes made by the Buyer to the offer are not sufficient for this) and the Seller then confirms these in writing.
§ 2 Contractual Items
(1) The exact scope of services, type, and quantity of components (such as charging stations), the technical specification (contractual item), the expected delivery date, and the purchase price are detailed in the seller's offer.
§ 3 Delivery Period, Force Majeure
(1) Unless expressly agreed otherwise, the information on the delivery date is non-binding.
(2) Compliance with agreed deadlines is subject to the timely fulfilment of the Buyer's obligations, such as the handover of documents, the obtaining of approvals and compliance with the agreed terms of payment.
(3) Claims for compensation by the Buyer are excluded in all cases of delayed delivery, subject to the provisions under § 7 (Liability). The Buyer's right to withdraw from the contract after the fruitless expiry of a reasonable grace period shall remain unaffected.
(4) If the performance of obligations is significantly hindered or made impossible by unforeseeable circumstances beyond the parties' control (such as different site conditions or force majeure, e.g., natural disasters, war, strikes, pandemics, government orders), both parties are relieved from their obligations until such conditions and their consequences are resolved.
§ 4 Transfer of Risk
(1) For services without installation of the contractual item, the risk of accidental loss or deterioration passes to the buyer upon handover (delivery).
(2) For services including installation, the risk passes to the buyer on the day of acceptance.
(3) From the point of risk transfer, the buyer assumes all risks, costs, and responsibilities associated with ownership or operation of the contractual item.
§ 5 Payment Terms, Retention of Title
(1) Prices in the offer are in euros, excluding VAT unless stated otherwise.
(2) Payment due dates are as per the seller’s offer.
(3) If payment is tied to an event that is delayed for reasons beyond the seller's control, payment is due four weeks after the originally scheduled event date.
(4) Payments must be made within ten calendar days of receiving the payment request without any deductions. Timely payment is based on the value date on the seller’s account.
(5) Offsetting against the seller's claims is only permitted with undisputed or legally established counterclaims.
(6) The seller retains ownership of the contractual items until all claims from the contract are fully paid. If the items are subject to seizure or other third-party interventions, the buyer must notify the seller immediately in writing.
§ 6 Liability for Defects
(1) Warranty rights of the buyer, as long as he is not a consumer, presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) In the case of consumers, claims for defects shall become time-barred 24 months after delivery or acceptance of the contractual item by the Buyer. In other cases, warranty claims shall become time-barred 12 months after delivery or acceptance of the contractual item at the buyer's premises.
(3) After delivery or acceptance of the contractual item, the Seller shall be liable, subject to the provision in § 7, in such a way that the Seller must remedy the defects. In the event of a timely notification of defects, the Seller shall, at its discretion, repair or replace the contractual item. The seller must always be given the opportunity to provide subsequent fulfilment within a reasonable period of time.
(4) If the subsequent fulfilment finally fails, the Buyer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of functionality or in the event of wear and tear. The same applies to damage caused by improper handling, an unsuitable building ground or external influences. If the Buyer or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the resulting consequences.
(6) In the event of notices of defects, the Buyer may withhold payments only to the extent that is in reasonable proportion to the material defects that have occurred. If the notice of defects is unjustified, the Seller may demand reimbursement of the expenses incurred from the Buyer.
(7) In addition, § 7 (Liability) shall apply to claims for damages.
(8) Further claims of the Buyer are excluded.
(9) The technical data, specifications and performance descriptions stated in the offer do not constitute any assurances or guarantees, unless expressly agreed otherwise in the offer.
§ 7 Liability
(1) The liability of the parties and their vicarious agents for culpably caused damage is excluded unless the damage was caused by intent or gross negligence. This shall not apply to damages resulting from injury to life, limb or health or the culpable breach of essential contractual obligations, i.e. such obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely (so-called cardinal obligations).
(2) In the event of a breach of material contractual obligations which is based on circumstances other than intent or gross negligence, liability shall be limited to the damage which the liable contracting parties foresaw as a possible consequence of the breach of contract when concluding the respective contract or should have foreseen, taking into account the circumstances which they knew or should have known. The same applies to grossly negligent behaviour of simple vicarious agents (non-executive employees) outside the area of essential contractual obligations as well as damage to life, limb or health.
(3) The provisions of the Product Liability Act remain unaffected.
§ 8 Commissioning of Third Parties
The seller is entitled to use third parties as vicarious agents within the meaning of Section 278 BGB to fulfil its obligations, provided that it is ensured that the services are carried out properly and professionally.
§ 9 Duty to Provide Information in Accordance with the EU General Data Protection Regulation (GDPR)
The parties undertake to fulfil the information obligations incumbent on the other contractual partner pursuant to Art. 12 et seq. GDPR vis-à-vis the data subjects. For this purpose, the contractual partner who passes on the personal data or at whose instigation the contact is made shall use the information provided to it by the other contractual partner. The seller's data protection information can be found here: www.connect-gp-joule.de/datenschutzhinweise. The contractual partners are not obliged to check the information provided by the other contractual partner before handing it over to the persons concerned. Furthermore, they are not authorised to change it without prior consent. It is the sole responsibility of the contractual partner obliged to provide information to the other contractual partner in accordance with the applicable legal requirements and to update this information during the term of the contract if necessary.
§ 10 Final Provisions
(1) The exclusive place of jurisdiction for merchants within the meaning of the German Commercial Code, legal entities under public law and special funds under public law is Husum.
(2) The law of the Federal Republic of Germany shall apply to these terms and conditions and the offer.
(3) If individual provisions of this contract are or become invalid, this shall not affect the validity of the remainder of the contract and its other provisions. The same applies if there is a gap in the contract. An invalid provision or loophole in the contract shall be replaced by the contracting parties with a valid provision that comes closest to the economic purpose of the contract. § Section 139 BGB is waived in its entirety.
(4) There are no verbal collateral agreements. Amendments and supplements to these terms and conditions shall only be effective if they are agreed in writing. This also applies to this written form clause.
Part 2: Additional Provisions for the Installation of the Contractual Item
If the seller is responsible for installing the contractual item, the following provisions apply, unless expressly agreed otherwise.§ 1 Installation of the Contractual Item; Acceptance
(1) The Seller shall erect the contractual object sold to the Buyer at the locations specified in the offer in accordance with the rules of technology applicable at the time of erection. The services required for erection (e.g. earthworks, wall breakthroughs, laying of cables, collision protection) are specified in the offer. If agreed, this also includes the installation of the technical ancillary systems required to operate the charging facilities, e.g. switching and measuring equipment, information and communication technology infrastructure (ICT equipment). Should the site conditions deviate from the Buyer's specifications, additional costs may be incurred which shall be borne by the Buyer.
(2) The Buyer shall authorise all measures by the Seller and its agents insofar as they are necessary for the installation of the contractual item and, if applicable, the technical ancillary systems.
(3) The expected installation date is stated in the offer. The Seller shall inform the Buyer in good time of any necessary postponement of the installation date and agree a new date with the Buyer as soon as possible.
(4) The expected date of commissioning is stated in the offer. If the installation date is postponed, the commissioning date shall be postponed by the corresponding period. In this case and in the event of a postponement required for other reasons, the Seller shall inform the Buyer in good time and agree a new date for commissioning with the Buyer.
(5) The Buyer shall accept the constructed contractual object within a period of five working days after the Seller has informed him of the commissioning and readiness for acceptance and has requested acceptance. The buyer may not refuse acceptance in the event of a minor defect. Acceptance shall be deemed to have taken place 10 working days after receipt of the notification of readiness for acceptance, unless the Seller receives notification to the contrary.
§ 2 Obligations of the Buyer to Co-operate
(1) If and insofar as the buyer is not the (sole) owner of the land, he shall obtain the consent of the landowner or his co-owners for the installation and operation of the charging facilities by the date specified in the offer for the installation of the charging facilities and provide evidence of this to the seller upon request.
(2) If the installation of the charging facilities requires other authorisations under civil or public law (e.g. building permit), it is the customer's responsibility to obtain these by the planned date for the installation of the charging facilities.
(3) If the charging stations cannot be installed and put into operation or can only be installed and put into operation late due to a lack of co-operation by the buyer, a lack of consent by the landowner or a lack of permits, the buyer shall bear the additional costs and futile expenses incurred by the seller as a result. The assertion of a further claim for damages remains unaffected by this.
(4) The Buyer shall ensure that access to the site is guaranteed.