Terms of Service
GSI - Gesellschaft für Systementwicklung und Instrumentierung mbH

General

We sell and deliver exclusively under our conditions stated below, the validity of which is agreed for all current and future purchase contracts. We do not recognize conflicting purchasing or other terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our terms of delivery and payment also apply if we make the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our own terms of delivery and payment.
All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. Our terms of delivery and payment apply only to entrepreneurs within the meaning of Section 310, Paragraph 1 of the German Civil Code.
 

Offers, offer documents
Our offers are non-binding unless otherwise stated in a written individual offer. Orders placed by the customer are binding for them for a period of 4 weeks. They are revocable by the customer if we do not receive a written order confirmation within these 4 weeks. With the order confirmation, the order becomes binding for us.
In the case of immediate delivery, the invoice also serves as an order confirmation. We reserve the property rights and copyrights to cost estimates, illustrations, drawings, calculations and other documents. This also applies to such written documents that are marked as "confidential". Before passing them on to third parties, the customer requires our express written consent. If a cost estimate is required before carrying out repairs, this must be expressly stated. The cost of the estimate must be reimbursed. In the case of an order for the creation of customer-specific solutions, the customer assures that all documents, drawings and samples provided to us as part of the order are free of third-party rights.
 

call orders
If, in the case of call orders, not all delivery dates are fixed at the time of the order confirmation, it is agreed that the entire order volume will be accepted by the customer within one year of the date of the order confirmation at the latest. Agreements deviating from this "call order regulation" are confirmed by us in writing with the order confirmation.
 

delivery time
The start of the delivery time specified by us assumes that all commercial and technical questions have been clarified. Compliance with our delivery obligation also presupposes the timely and proper fulfillment of all obligations on the part of the customer. We reserve the right to object that the contract has not been fulfilled.
Delivery times are only approximate. Even in the case of appointments, we only fall into arrears if we send a reminder. Partial deliveries are permitted. The delivery period is met if the delivery item has left the factory by the end of the period or readiness for dispatch has been notified. If we are prevented from making the lawful delivery due to force majeure, the delivery period will be extended appropriately. This applies to labor disputes and the occurrence of unforeseen obstacles that are beyond our control, insofar as such obstacles can be proven to have a significant impact on the completion or shipment of the delivery item. This also applies if the circumstances occur with subcontractors. We are also not responsible for the aforementioned circumstances if they arise during an already existing delay. In important cases, we will inform the customer of the beginning and end of such hindrances as soon as possible.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. Further claims remain reserved. Changes requested by the customer may result in an extension of the delivery period. The delivery period is met if the delivery item has left the factory by the end of the period or readiness for dispatch has been notified. In the event of a delay in delivery, the customer only has the right to withdraw after setting a reasonable grace period. Further claims, in particular claims for damages, are excluded. Returns of any kind can only be accepted if the - previously issued - return number is clearly visible on the package packaging. Postage paid shipments of any kind will not be accepted without our prior written consent.
 

Modification of the technical specification
We reserve the right to make changes that serve technical progress without separate notification. In the case of customer-specific products, we will only make changes that serve technical progress after prior consultation with the customer and after a corresponding written agreement has been made.
 

Prices, shipping, packaging and insurance
Unless otherwise agreed, our prices are net from one of our warehouses in the Federal Republic of Germany, excluding packaging, freight, expenses and transport insurance. These are shown separately on the invoice. Prices and invoicing are in EURO. We reserve the right to adjust the price accordingly in the event of cost changes and if the customer exceeds the term of a call order after the conclusion of the contract.
Shipping is at our discretion and without guarantee for the cheapest shipping. The packaging can be returned to us at the customer's expense if the cardboard boxes with the RESY label are not taken back by local material dealers. The freight forwarder is not a distributor and is therefore not to be used for the return transport. If the customer so desires, we will cover the delivery with transport insurance; the customer bears the costs incurred in this respect.
 

transfer of risk
The risk passes to the customer when the goods are handed over to the carrier of the transport company chosen by us. Partial deliveries are permitted.
 

terms of payment
Our open invoices are due gross cash in the amount of the invoice without any deductions, free of postage and expenses immediately after receipt of the invoice. A longer term of payment or a discount will be granted if this is expressly granted when the invoice is issued.
In the case of calculation and payment in a foreign currency, we are entitled to demand the amount required to achieve an amount in euros based on the exchange rate plus the usual bank charges for international transfers on the day of the order confirmation instead of the invoice total. Payments are fulfilled when we can dispose of the full amount. If the payment deadline is exceeded, we charge interest on the due date at a rate of eight percentage points above the respective base interest rate in accordance with § 247 BGB pa. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. We are entitled to check the creditworthiness of customers using the usual means; if there are doubts about the creditworthiness of the customer or if there is otherwise a significant deterioration in the financial situation of the business partner, we are entitled to revoke granted payment terms and only make further deliveries against advance payment or cash on delivery. In addition, granted payment terms are no longer valid and all of our claims become due immediately if the business partner is in arrears with a due service, does not cash checks and other rights, revokes direct debit authorizations granted to us, or files for bankruptcy. In such cases, we are entitled to take back goods that have already been delivered as a precaution, even without exercising our right of withdrawal and without setting a grace period at the expense of the customer.
 

retention of title
The goods remain our property until all payments from the delivery contract have been received. If the customer behaves in breach of contract, in particular in the event of default in payment, we are entitled to take back the purchased item. If we take back the purchased item, this constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it. The proceeds from the sale are to be offset against the customer's liabilities – less reasonable costs of sale.
If the goods subject to retention of title are processed or transformed, we acquire co-ownership of the new item in relation to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. For the rest, the same applies to the item created by processing as to the purchased item delivered subject to reservation. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The claims from the resale are transferred to us up to the amount of our total claims from the business relationship. We can demand at any time that the customer informs us of the name of the customer and are entitled to inform the customer of the transfer of the claim and to collect the claim directly from the customer in the event of default in payment. As long as the retention of title exists, the customer is not entitled to pledge or transfer ownership as security.
 

Cost offsetting for changes, tools and developments
The costs for product changes, tools or developments of any kind charged by us to the customer do not give rise to any ownership claim by the customer to the design of the products, the tools or the intellectual property of the developments. Agreements deviating from this are only made by us in writing with the order confirmation. Tools already owned by the customer and used by us remain the customer's property.
 

Warranty, Limitation of Liability and Repairs
The detection of defects must be reported to us immediately in writing with a precise list. This also applies if the complaints relate to the performance of the machines. The acceptance certificate, which confirms the delivery of the accompanying documentation (operating instructions, etc.) and the expert instruction, must be sent with the notification. Replaced parts become our property. Claims for defects on the part of the customer presuppose that he has properly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
Deviating from the statutory regulation, the limitation period for asserting claims due to a defect is 12 months from the transfer of risk (in the case of the application of work contract law from acceptance by the customer). If there is a defect in the goods, we are entitled to choose whether to remedy the defect or to deliver a new item free of defects.
Defects are excluded from the warranty if interventions in delivered components/devices have been carried out by persons not authorized by us. In particular, we are not liable for damage resulting from incorrect installation, operating errors and external influences. A warranty is also void if the serial number of a delivered component/device is unrecognizable or if the corresponding security markings have been removed or destroyed.
We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage. We are liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. Unless otherwise agreed above, liability is excluded. Parts that are subject to rapid wear and tear due to their material composition or the way they are used, e.g. indicator lamps, fuses, switches and print heads are excluded from the warranty, as are all damages caused by unusual loads such as electric arcs, radiation, electrostatic and electromagnetic interference fields, environmental influences and operating conditions etc. are caused. The data given in our printed or electronic documentation is non-binding information and does not represent any guarantee of properties. Errors and changes to the delivery range and prices are reserved. All brand names mentioned are the property of their respective companies.
 

Supplementary Conditions for Development Orders
a) Subject of the order: The subject of a development order results from the content of the written order confirmation. A development order placed with us is only binding for us with a corresponding written order confirmation.
b) Execution of the order: The client is obliged to contribute to the successful execution of the development order and in particular to provide us with all documents, the client's own knowledge and experience, etc. that we need in connection with the execution of the development order.
c) Development success: We are not responsible for the development success of the order in question if it cannot be achieved or cannot be fully achieved for reasons that were not apparent to us at the time the contract was concluded or which occur after the conclusion of the contract and are the responsibility of the customer.
d) Costs and duration of a development order: If we realize that the development order cannot be carried out in the agreed time and/or for the agreed fee, both contracting parties shall make an additional arrangement regarding the continuation of the work and the bearing of the costs. If no agreement can be reached in this regard, we are entitled to terminate the development order and are entitled to the part of the originally agreed price that corresponds to the development effort incurred.
e) Confidentiality, publication: We will not disclose to third parties any information marked as confidential that we receive from the customer when the order is placed or the execution of the development order, even after the end of the development order, as long as and to the extent that it is not generally known. The client is obligated to secrecy towards us in the same way. The customer may publish development results, naming the author and after prior agreement with us, if there are no individual reasons to the contrary (e.g. endangering an application for property rights). If the publication is for advertising purposes, the author must not be named at our request.
 

Agreement on the manufacturer's take-back obligation according to Section 10 (2) ElektroG
The customer assumes the obligation to properly dispose of the delivered goods after the end of use at his own expense in accordance with the statutory provisions. The customer releases us from the obligations according to §10 paragraph 2 ElektroG (take-back obligation of the manufacturer) and related third-party claims.
 

data notice
We store personal and company-related data in the context of business relationships and process them within our company.
 

Choice of law, place of performance, place of jurisdiction
All contractual agreements are subject to German law.
The place of performance is the headquarters of GSI – Gesellschaft für Systementwicklung und Instrumentierung mbH. For merchants, the place of jurisdiction is the registered office of GSI – Gesellschaft für Systementwicklung und Instrumentierung mbH.
 

Severability Clause
Should one or more of the above provisions be or become ineffective, this shall not affect the effectiveness of the remaining provisions and the validity of the contract. The contractual partners are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success.

Aachen, March 4th, 2015