General Terms & Conditions of Business

General Terms and Conditions of GBS German Bionic Systems GmbH (“GBS”)

 

§ 1 Scope and definitions

I. These General Terms and Conditions (“GTC”) apply to all contracts concluded by GBS on the seller and supplier side, including purchase, RaaS, rental and leasing contracts. They shall only apply to companies (§ 14 BGB), legal entities or special funds under the public law of the Federal Republic of Germany within the meaning of § 310 para. 1 sentence 1 BGB.

II. With placing an order, these GTC are deemed to have been accepted by the Purchaser and to form an integral part of the contract. Conflicting or deviating terms and conditions of the Purchaser are hereby expressly rejected and shall only become part of the contract if GBS expressly agrees to them in individual cases.

III. These GTC shall also apply to all future contracts with the Purchaser that GBS concludes on the seller and supplier side.

IV. Definitions: 1 “GTC” are these General Terms and Conditions of Delivery and Service. 2) “GBS” is GBS German Bionic Systems GmbH with its registered office in Berlin, local court Charlottenburg HRB 199907 B, business address: August-Wessels-Strasse 23, 86156 Augsburg or the company named in the respective offer, order confirmation or contract or in any other way as the party providing the purchase or delivery service. 3) “Purchaser” is the contractual partner of GBS named in the respective offer, order, order confirmation or acceptance of order, contract or RaaS, rental or leasing contract. 4) “RaaS” are Robotics-as-a-Service plans that include the provision of GBS products coupled with various services.

V. Contracts, assurances, collateral agreements, amendments and supplements to contracts or these GTC require at least text form to be effective. The requirement of the text form can only be waived at least in text form.

 

§ 2 Conclusion of contract and terms of contract

I. Offers are valid for 4 weeks, unless otherwise stated.

II. The scope of the delivery and/or service is determined by the respective offer and these GTC or additionally, if applicable, the GBS RaaS, rental or leasing contract. Amendments, changes or additions by the Purchaser only become part of the contract if they are confirmed by GBS in text form (e.g. in the order confirmation or order acceptance).

III. GBS reserves the right to make changes to the agreed-upon execution of its deliveries and services unless these are not reasonable for the ordering party. GBS also reserves the right to make changes to the agreed execution of its deliveries and services (a) insofar as GBS is obligated to do so due to statutory provisions, (b) insofar as these are necessary to guarantee product safety, or (c) if these are advantageous for the Purchaser.

IV. GBS retains the ownership and the copyright to all documents and information (e.g. cost estimates, drawings, test programs, etc.) provided to the Purchaser. They are disclosed exclusively for the purpose of evaluation. They may only be made available to third parties in text form with the prior consent of GBS. Documents and information related to offers must be returned to GBS immediately upon request or destroyed if the order is not placed or terminated.

 

§ 3 Export law provisions

The export of GBS products outside the European Union is only permitted with the prior written consent of GBS. GBS must be notified immediately of changes in the location of GBS products.

 

§ 4 Prices and terms of payment

I. All prices are net prices and do not include taxes. Taxes are all taxes, duties, levies and fiscal charges incurred in connection with the conclusion and implementation of the contract, in particular import and value added taxes and comparable consumption taxes such as “goods and sales” taxes or “use and sales” taxes. Taxes shall be borne by the Purchaser. If taxes are incurred and payable, GBS shall invoice these to the Purchaser and show them separately on the invoice in accordance with the applicable tax laws. Insofar as the responsibility for value added tax or comparable taxes in connection with the contractual services to be rendered is transferred to the Purchaser as recipient of the service, the Purchaser shall declare all taxes to the tax authorities in his country of residence as his own tax obligations.

II. Prices and terms of delivery are valid according to the offer. If decisive cost factors change by the date of delivery or performance, GBS can increase its prices by the amount of the additional costs actually incurred if the delivery or performance takes place later than 6 months after the agreed date of delivery or performance for reasons for which the Purchaser is responsible. If the statutory value added tax increases between the conclusion of the contract and the delivery or service date, the additional costs shall be borne by the Purchaser.

III. GBS receivables are due 14 days after the invoice date unless otherwise expressly stated in the contract, the order or the order confirmation. The punctuality of payment is determined by the date of receipt of payment. If the Purchaser is in default of payment, GBS may charge statutory default interest; the right to assert further damages is reserved.

IV. GBS is entitled, despite instructions to the contrary from the Purchaser, to initially offset payments against older receivables or against costs and interest already incurred.

V. GBS can withdraw from the contract and take back the object of the contract to secure its rights if the Purchaser is in default of payment, irrespective of the rights to which it is otherwise entitled. GBS must have announced this measure to the Purchaser and set a reasonable grace period for payment.

VI. In the event of justified doubts about the solvency of the Purchaser arising after conclusion of the contract, GBS can demand advance payments or the provision of securities or, in the case of previously agreed instalments, make the entire remaining sum due for payment. Evidence of a significant deterioration in the financial situation of the Purchaser shall be deemed to be, in particular, an actual or impending insolvency or over-indebtedness of the Purchaser, the initiation of enforcement measures by creditors, the dishonouring of a cheque or bills of exchange, the submission of an affidavit, the non-payment of an instalment due or information from a bank or credit agency that corresponds to the diligence of a prudent businessperson.

VII. The Purchaser is only entitled to rights of set-off, retention and refusal of performance if his counterclaims have been recognised by GBS, are undisputed or have been legally established. This restriction does not apply to claims of the Purchaser due to product defects or due to partial non-fulfilment of the contract, provided that these claims result from the same contractual relationship as the claims of GBS. Furthermore, the Purchaser is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

§ 5 Delivery and Performance

I. Place of performance is Augsburg, Germany.

II. Delivery dates and delivery periods are only binding if they have been confirmed by GBS in text form and the Purchaser has fulfilled his obligations properly and in time. Agreed deadlines begin with the date of the order confirmation or order acceptance. In the case of additional or extension orders placed at a later date, the deadlines shall be extended accordingly.

III. GBS can make partial deliveries for justified reasons and to a reasonable extent. GBS shall inform the Purchaser of any partial deliveries in due time.

IV. Agreed delivery dates are subject to correct and timely performance by upstream suppliers unless the incorrect or delayed performance of upstream suppliers is the fault of GBS. GBS shall inform the Purchaser immediately of any delays that become apparent.

 

§ 6 Transfer of risk

I. The service obligation of GBS is limited to the provision or handover of the object of the contract or the scope of the agreed services as agreed in the respective offer.

II. The risk shall pass to the Purchaser upon provision or handover of the object of the contract, even if partial services have been agreed with regard to the respective partial performance. This applies regardless of whether further services have been agreed (e.g. on site at the Purchaser’s premises).

 

§ 7 Retention of title

I. Within the scope of RaaS, rental or leasing contracts, GBS remains the owner of the object of the contract, unless otherwise agreed. Otherwise, GSB generally retains ownership of the object of the contract until all existing or future claims of GBS against the ordering party have been fulfilled, including the outstanding balance of receivables.

II. The Purchaser may neither pledge the object of the contract nor assign it as security. In the event of pledges, confiscation or other threats to GBS property by third parties, the Purchaser must point out the property of GBS and inform GBS immediately in text form by sending copies of the relevant documents (e.g. pledge protocol). The costs of a possible intervention by GBS shall be borne by the Purchaser.

III. If the law in the area where the object of the contract is located does not permit the retention of title but permits the reservation of similar rights to the object of the contract, these similar rights shall be deemed agreed between the Purchaser and GBS. The Purchaser is obliged to cooperate in actions that GBS wishes to take to protect its property or similar rights to the contractual object.

 

§ 8 Warranty

I. Warranty rights of the Purchaser require that he has properly fulfilled his obligations to examine the contractual object and lodge complaints in accordance with § 377 HGB (German Commercial Code). Poor performance, to which § 377 HGB does not apply, must be reported within a preclusive period of one calendar week from the time when the poor performance becomes apparent.

II. Claims of the Purchaser due to material defects shall lapse 12 months after the transfer of risk. Excepted from this are claims for damages (i) due to injury to life, body or health and/or (ii) due to damage caused intentionally or by gross negligence or (iii) under the Product Liability Act. In this respect the statutory limitation periods shall apply.

III. The warranty period for parts replaced under the warranty or repair is 6 months, but at least until the expiry of the original warranty period for the object of the contract.

IV. There shall be no claims based on defects in the following cases: in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear or tear, in the event of faulty or negligent handling, in the event of excessive strain, in the event of the use of unsuitable operating materials, in the event of special external influences which are not provided for under the contract, in the event of improper performance of repair work or modifications by the Purchaser.

V. If there is a defect, GBS will, subject to timely notification of the defect, at its discretion either repair the defect or deliver replacement goods. Recourse claims remain unaffected by the above provision without restriction.

VI. The rectification of defects takes place either on site at the Purchaser or at the factory of GBS (Augsburg) at the discretion of GBS and may vary according to the service plan chosen by the Purchaser.

VII. Claims by the Purchaser for expenses related to the rectification of defects, in particular transport, travel, labour and material costs, are excluded insofar that these expenses increase because the object of the contract has been moved to a location other than the agreed location of the Purchaser, unless such transfer corresponds to its intended use.

VIII. The Purchaser shall grant GBS the time and opportunity required to rectify the defect at its reasonable discretion. Parts replaced within the scope of the rectification of defects become the property of GBS and are to be returned immediately by the Purchaser.

 

§ 9 Liability

I. GBS shall be liable in accordance with the statutory provisions (i) in the event of intent or gross negligence; (ii) in the event of injury to the life, limb or health of a person; (iii) in accordance with the provisions of the Product Liability Act; and (iv) to the extent of an adopted guarantee.

II. In the case of a simple negligent breach of essential contractual obligations, the liability of GBS is limited to the contract-typical, usually foreseeable damage. Material contractual obligations are obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the other party may rely on.

III. Apart from this, liability of GBS is excluded to the extent permitted by law.

IV. The above limitations of liability also apply in the event of the fault of an agent of GBS as well as for the personal liability of employees, representatives, executives and organs of GBS.

 

§ 10 Force Majeure

I. Events of force majeure are unforeseeable, unavoidable and extraordinary occurrences such as natural disasters, shortages of raw materials, energy and labour, industrial disputes, unforeseeable disruptions of operations through no fault of GBS, or events such as fires, riots, wars, sabotage, terrorist attacks.

II. If GBS is unable to deliver or perform due to an event of force majeure, GBS is released from its performance obligations for the duration of the event of force majeure. This also applies if GBS is in default at the time of the occurrence of the force majeure event.

 

§ 11 Integrity clause

I. The parties are committed to a corruption-free business world. They undertake to refrain from corrupt behaviour and other criminal acts and to take all necessary measures to prevent them.

II. In the event of a breach of an obligation under section 11(I) by one party, the other party shall be entitled to terminate existing contracts by extraordinary notice.

III. In the event of a breach of an obligation under section 11(I) by one party, the respective other party shall be entitled to discontinue further business contacts with the breaching party, without this giving rise to any claims of the breaching party, irrespective of legal grounds.

 

§ 12 Place of performance and of jurisdiction; applicable law

I. Place of performance is Augsburg, Germany.

II. Exclusive place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is Berlin. GBS may also file suit against the Purchaser at the Purchaser’s place of business.

III. German law shall apply to the contractual relationship between GBS and the Purchaser, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

 

Augsburg, 01.07.2020


NOTE: These General Terms & Conditions are translated from the German General Terms & Conditions (Allgemeine Liefer- und Leistungsbedingungen) with due care. Nevertheless, the German General Terms & Conditions (Allgemeine Liefer- und Leistungsbedingungen) hold validity in all instances and take precedence over the En glish translation. Should any inconsistencies, discrepancies or the like be found in the English translation, the terms as set out in the German General Terms & Conditions (Allgemeine Liefer- und Leistungsbedingungen) shall apply.