General terms of purchasing
GSS GmbH General Terms and Conditions of Purchase
– valid as of 1 October 2017 –
1. Scope, Conclusion of Contracts
1.1. Except where otherwise agreed in writing, the following General Terms and
Conditions of Purchase of Global Systems Solutions GmbH (hereinafter referred to as “GSS
GmbH”) are to be regarded as the contract content.
1.2. These General Terms and Conditions of Purchase shall govern all future business
relations, even if not expressly agreed upon again.
1.3. General Terms and Conditions of GSS GmbH’s supplier (hereinafter referred to as
“Contract Partner”) are not to be regarded as content of this contract, even if not expressly
objected to by GSS GmbH. Insofar as the General Terms and Conditions of the Contract
Partner fail to coincide with the following General Terms and Conditions of Purchase, the
Contract Partner must notify GSS GmbH in good time before the conclusion of the contract
expressly and in writing that the General Terms and Conditions of Purchase of GSS GmbH
are not acceptable. Should it fail to do so, the Contract Partner waives its right to assert its
contradicting Terms and Conditions.
1.4. All offers and services by GSS GmbH are addressed only to merchants acting within
their business in accordance with the German Commercial Code (Handelsgesetzbuch,
“HGB”), to corporate bodies organized under public law (juristische Personen des
öffentlichen Rechts) or special assets under public law (öffentlich-rechtliche
1.5. Except where otherwise agreed in writing, the Contract Partner is obligated to accept
GSS GmbH’s order in writing, via fax or email within a reasonable deadline period, at the
latest, however, within a deadline period of five (5) working days. If GSS GmbH’s order is
not accepted within the specified deadline period, GSS GmbH is entitled to withdraw the
order. Receipt by GSS GmbH is decisive for determining if the offer was accepted in due
1.6. Orders issued by GSS GmbH must be made in writing, via fax or email in order to be
legally binding; orders issued in writing or via fax must be signed. This does not apply to
orders issued automatically from GSS GmbH that have an order value of no more than net
EUR 5,000.00, which are valid without signature and can also be executed via data
transmission. Orders issued verbally require written confirmation or confirmation via fax or
email from the Contract Partner.
1.7. Conclusion of contracts and other agreements become binding only if GSS GmbH
accepts the Contract Partner’s offer or if GSS GmbH’s order is accepted unconditionally by
the Contract Partner.
2. Compliance with Regulations
2.1. The Contract Partner undertakes to comply with all relevant statutory provisions, the
regulations of the supervisory bodies, the employees’ insurance liability insurance
associations, and the existing requirements and directives regarding implementation,
occupational safety, product safety, fire and environmental protection (e.g. EC directives,
ordinances on working materials and workplaces) as well as industry standards. Upon request,
the Contract Partner makes all information and documents regarding the delivery items
available to GSS GmbH immediately as required by GSS GmbH to comply with statutory
2.2. The Contract Partner complies with the relevant regulations on hazardous goods. The
Contract Partner provides GSS GmbH with an overview of all hazardous goods and
substances that are used to fulfil the individual contract. The Contract Partner maintains the
relevant safety data sheets and sends copies of these to GSS GmbH upon request.
2.3. In conjunction with these General Terms and Conditions of Purchase, the Contract
Partner complies with the relevant current valid guidelines of GSS GmbH (particularly for
third-party companies or visitors to the respective locations, for example). The Contract
Partner is responsible for informing itself about the applicable provisions.
2.4. The relevant current valid guidelines of GSS GmbH can be reviewed at www.gssglobal.
3. Execution of the Order
3.1. GSS GmbH will specifically regulate the execution of the order. The specific features
are stipulated in the service descriptions, which are an integral part of the individual contract
attached as an appendix. The services ordered in the context of the order issued by GSS
GmbH (such as the delivery of goods, the manufacture, delivery and assembly of works or
works services as well as consulting services) are to be performed by the Contract Partner in a
flawless and professional manner in accordance with the designs, documents and instructions
provided by GSS GmbH. They will be executed conscientiously by the Contract Partner and
correspond with the most recently acknowledged developments in science and technology.
3.2. If the order is not based on a service description or other similar documentation, the
performance of services by the Contract Partner will be separately agreed upon by the parties,
if applicable, also verbally.
3.3. In connection with the delivery, the Contract Partner provides GSS GmbH with
appropriate installation, instruction and maintenance manuals as well as relevant material
safety data sheets. These documents must contain all specific warning notices and/or
instructions in German and English as well as in the language stipulated in the delivery
agreement, if any.
3.4. The Contract Partner ensures that a responsible contact person is available at all times
to GSS GmbH who is authorised to make any necessary decisions for the Contract Partner
and who shall coordinate alignment between the Contract Partner and GSS GmbH. GSS
GmbH is entitled to obtain information at any time about the contractual execution of the
service. Upon request, the Contract Partner appropriately informs GSS GmbH in particular
about the status of the work as well as all circumstance that could be considered significant
for GSS GmbH.
3.5. Prior to accepting the offer, the Contract Partner analyses and reviews the specification
of the delivery item. The Contract Partner confirms that the specification is suitable and
appropriate in order to produce the delivery item in line with the individual contract.
3.6. With regard to the manufacture of delivery items, the Contract Partner must conduct at
least a plausibility test on the measurements provided by GSS GmbH. Upon special request
from GSS GmbH, the Contract Partner takes measurements and provides GSS GmbH will an
illustration of the relevant measurements.
3.7. Furthermore, the Contract Partner must provide information in its offer about possible
limitations to the product quality (particularly also about any standard wear, if applicable).
3.8. The Contract Partner ensures that the delivery is made to the agreed destination. In
general, the Contract Partner bears the shipping costs, unless the parties have agreed upon
delivery subject to charge in writing. The respective destination is also the place of
performance (Bringschuld). The risk of accidental loss or accidental deterioration of the
delivery item passes to GSS GmbH upon proper and complete delivery to the designated
destination at no cost to GSS GmbH (Lieferung frei Haus).
3.9. The Contract Partner undertakes to pack, label and load the delivery items for transport
in a way that ensures the integrity of the delivery during loading, unloading and transport.
Packaging, repackaging, packaging materials and goods carriers may not contain any
hazardous substances and must be recyclable unless a take-back agreement or take-back
system exists. All relevant laws and regulations applicable to the transport must be complied
3.10. The Contract Partner obtains immediately all documents in full and other information
that is necessary according to customs regulations or other laws and regulations, in particular
drawback documents, evidence of origin as well as all other information that refers to the
origin of the goods and materials that are contained in the goods in terms of commercial or
preferential law. If required for customs purposes, the Contract Partner issues a commercial
invoice in duplicate.
3.11. The Contract Partner complies with the delivery dates agreed in the individual contract.
This is essential for the fulfilment of the individual contract. GSS GmbH is not obligated to
accept delivery items that are delivered before the agreed delivery date. The Contract Partner
bears the risk of loss or damage to delivery items that are delivered before the agreed delivery
date. GSS GmbH is entitled to send back excessive deliveries at the Contract Partner’s risk
and cost, which includes all packaging, processing, sorting and transport costs.
3.12. GSS GmbH may postpone delivery dates based on delivery calls for up to two (2)
months. This does not entitle the Contract Partner to change the prices, or to reimbursement
3.13. Either together with the delivery, or if the delivery items are to be assembled by the
Contract Partner, the Contract Partner transfers a respective delivery confirmation
immediately after delivery of the product that contains the order number and article number
stated on GSS GmbH’s order, the exact description of the delivery item, the amount and
weight (gross and net).
3.14. If possible based on the nature of the delivery item, the Contract Partner specifies test
intervals for the technical assessment of the delivery item’s operational safety; this will be
provided to GSS GmbH with documentation for the parts to be assessed or serviced during
installation at the latest. Upon request, the Contract Partner provides GSS GmbH with an
offer for safety checks or maintenance work.
3.15. If the Contract Partner becomes aware of defects related to GSS GmbH’s items, GSS
GmbH must be informed of this immediately. This is particularly applicable if safety defects
are involved. The Contract Partner will appropriately instruct the staff assigned by the
Contract Partner and monitor compliance with this obligation.
3.16. The specific features of the execution of the order are coordinated by the responsible
contact person for the Contract Partner and an employee of GSS GmbH before the respective
service is performed. Employees assigned by the Contract Partner to execute the order are
instructed in conjunction with the coordination conducted by the responsible contact person of
the Contract Partner.
3.17. The Contract Partner performs its services with the corresponding use of materials
under its own responsibility, with its own personnel, by its own means of occupational safety
materials and machines. In order to fulfil the contractual services, the Contract Partner may
make use of subcontractors. However, prior express written consent from GSS GmbH is
required for the use of subcontractors. Any consent from GSS GmbH is contingent upon
precautionary assignment of claims for performance against the subcontractor. The Contract
Partner remains responsible for the proper performance of the contractual services for GSS
GmbH in any case.
3.18. GSS GmbH is entitled to request changes at any time to the delivery items, designs,
specifications, logistics processes (such as packaging and shipping) of an individual contract.
As a general rule, the Contract Partner shall present the consequences of such a change in
terms of price and delivery date by providing a calculation and, if required, additional
necessary documentation within two (2) weeks of notification of the request for change. If
such a change requires an adjustment in terms of price or delivery dates, the contract partners
shall agree upon an appropriate amendment of the individual contract.
3.19. The Contract Partner may not replace materials or change the place of manufacture,
production process or the specification of the goods without prior written consent from GSS
GmbH. GSS GmbH will only refuse such consent based on legitimate reasons.
4.1. General Provisions
a) The Contract Partner selects the personnel assigned to fulfil the contractual
performance with due care. The Contract Partner ensures that the selected employees are
reliable and suitable for the intended services. Furthermore, the Contract Partner ensures that
the employees are committed to performing their work with professional due diligence and
monitors compliance with their duties.
b) The personnel selected by the Contract Partner must always have the necessary
technical expertise as well as sufficient professional experience to perform the contractual
services. Furthermore, the Contract Partner ensures that no legal regulations and/or provisions
oppose the assignment of the respective personnel and that the applicable occupational safety
and accident prevention regulations are compiled with.
c) There are also services that are objects of the individual contracts that must be
performed by a qualified electrician. The relevant regulations for the use of qualified
electricians also apply. The Contract Partner ensures that the qualified electrician performing
the work is aware of the applicable regulations. With regard to services that require a specific
professional training in order to be performed pursuant to relevant regulations (e.g. welding,
use of forklifts), the Contract Partner must ensure that the employee performing the task holds
the necessary professional expertise and certification.
d) If GSS GmbH reasonably assumes that the conduct or qualification of the personnel
assigned by the Contract Partner does not correspond with the provisions in this section, and
informs the Contract Partner of this, the Contract Partner undertakes measures that it
considers reasonable and necessary to address the problem.
e) For security reasons, GSS GmbH must issue prior written consent regarding the
assignment of the Contract Partner’s personnel to GSS GmbH’s locations. Upon request by
GSS GmbH, the Contract Partner provides GSS GmbH with a list of the personnel assigned
by the Contract Partner before each assignment/contract. In particular, the list must include
the following information: last name, first name, date of birth, profession, nationality. GSS
GmbH is only entitled to refuse approval of a person suggested for the assignment based on
good cause. A good cause exists, in particular, if there is considerable concern with regard to
the qualification, suitability or trustworthiness of a person to be assigned or other legitimate
f) For security reasons, interventions on parts of the building systems (e.g. air
conditioning, sanitary, sound insulation/electric, telecommunications and smoke extraction
systems) require prior express written consent from GSS GmbH in the individual contract, if
any, or in a separately issued approval; these interventions may only be performed by itself or
by companies it selects and hires for such purposes. In case of doubt in individual cases, the
Contract Partner should enquire with GSS GmbH in writing if its activity is considered an
intervention on parts of the building systems.
g) The Contract Partner ensures that its employees inform themselves about the relevant
accident prevention and safety provisions before performing services on site at GSS GmbH’s
locations or the Contract Partner will distribute this information to the employees itself and is
obligated to ensuring compliance with these provisions. In particular, the Contract Partner
ensures that its employees adhere to all instructions issued by authorised persons at GSS
GmbH that are given in connection with the safety and regulatory provisions at GSS GmbH’s
h) The Contract Partner retains the unrestricted right to instruct and manage all
employees assigned by the Contract Partner to work at GSS GmbH’s premises. The Contract
Partner particularly has the right to
· make decisions regarding the selection and number of assigned employees;
· determine working hours and overtime;
· grant vacation and leisure time;
· to conduct work inspections and to monitor the proper performance of operations.
4.2. No Transfer of Personnel, No Employee Leasing
a) The contract partners agree that during the term of the individual contract or
thereafter, no transfer of undertakings within the meaning of Directive 2001/23/EC of the
European Parliament and the Council on the approximation of the laws of the Member States
relating to the safeguarding of employees’ rights in the event of transfers of undertakings,
businesses or parts of undertakings or businesses and national implementation, e.g. in § 613a
of the German Civil Code (BGB) and no employee leasing will be conducted.
b) Except where otherwise expressly agreed between the contract partners, if legally
permissible the contract partners undertake appropriate efforts to avoid a transfer of
undertakings or employee leasing and to prevent a transfer of personnel of the Contract
Partner to GSS GmbH on the basis of the German Civil Code (BGB) or in any other way and
to prevent employee leasing.
c) The Contract Partner indemnifies and holds harmless GSS GmbH from any losses,
liability, costs, claims and expenditures that are claimed against GSS GmbH or any
subsequent service provider, either before or after this agreement ends, by the Contract
Partner’s employees based on the assertion that they should be treated as employees of GSS
GmbH or, depending on the circumstances, of a subsequent service provider. GSS GmbH will
undertake all necessary measures to mitigate the financial commitments of the Contract
Partner. In particular, GSS GmbH will undertake all reasonable measures required to end the
employment relationships as soon as possible. In addition, GSS GmbH ensures that any
subsequent service provider undertakes all reasonable measures required to end the
employment relationships as soon as possible. GSS GmbH informs the Contract Partner
immediately about any possible claims within the meaning of this section and comes to
agreement with the Contract Partner regarding strategy and content of any agreement.
5. Documents, Ownership and Rights of GSS GmbH
5.1. Calculations, illustrations, plans, tender documentation, profiles of requirements,
requirements specification, designs, other documents and other data carriers such as models
and other materials, e.g. tools, remain the property of GSS GmbH and are transferred only
temporarily to the Contract Partner. These items must be clearly labelled as the property of
GSS GmbH. They must be stored safely and separately from the Contract Partner’s property.
The Contract Partner maintains these items in good condition at its own cost and replaces
them, if necessary. The Contract Partner bears the risk for these items as long as they are in its
custody or under its control. The Contract Partner insures these items at its own cost and to an
extent that covers the cost of replacement if the items are lost. The Contract Partner hereby
assigns all payment claims against the insurer to GSS GmbH, and GSS GmbH accepts this
assignment. The Contract Partner handles these items with caution and care. After the
individual contract ends, the items are to be returned immediately to GSS GmbH and no
copies are to be made of any kind; at the request of GSS GmbH, the Contract Partner will
destroy the items.
5.2. GSS GmbH remains owner of existing and future copyright and other property rights
to its items and documents (in particular, patent, utility and trademark rights, etc.), including
their processing, amendment and further development. The proprietorship includes in
particular all expertise, resource and development reports, suggestions, ideas, drafts,
arrangements, samples, models, concepts, etc.
5.3. GSS GmbH hereby grants the Contract Partner a simple, non-transferrable right to use
the intellectual property of GSS GmbH for the duration of the relevant service to be fulfilled
in accordance with the contract, as far as this is necessary to perform the contractual services
for GSS GmbH.
5.4. Items and rights owned by GSS GmbH may only be used for the purpose stipulated in
the contract. They may not be reproduced, in part or in whole, by way of photocopies,
microfilming, electronic storage or any other process, unless this is necessary to execute the
contract. Processing or changing is only permissible if this is required to perform the
contractual services. Issuing sub-licences or enabling access or use by third parties is
excluded subject to an express written individual agreement to be concluded on a case-bycase
5.5. For the purpose of executing the agreement, the models, fixtures, and other materials,
in particular tools, created by the Contract Partner for GSS GmbH become the property of
GSS GmbH upon creation. These items are to be surrendered to GSS GmbH after the
individual contract is executed or ends and no copies are to be made of any kind.
6. Duty to Cooperate of GSS GmbH
6.1. GSS GmbH provides the documents necessary to perform the service and transfers the
information necessary for fulfilment of the agreement by the Contract Partner.
6.2. GSS GmbH is entitled to allow third parties to fulfil its duties to cooperate.
6.3. If cooperation is not provided by GSS GmbH as stipulated in the schedules, if any, as
agreed upon by the contractual partners, the Contract Partner informs GSS GmbH in due time
about the cooperation required so that the agreed provision of services is not endangered. If,
according to the Contract Partner’s opinion, GSS GmbH does not provide cooperation
properly or in due time, the Contract Partner will inform GSS GmbH of this.
6.4. The Contract Partner will inform GSS GmbH immediately if cooperative services or
information of GSS GmbH is incorrect, incomplete or contradictory and the Contract Partner
recognises this or should have recognised this. As far as possible with reasonable effort, the
Contract Partner also informs GSS GmbH in writing at the same time of the identifiable
consequences and waits until the information has been corrected before undertaking further
measures. GSS GmbH will issue the corrected information immediately. The Contract Partner
is not obligated to further inspect and check the cooperative services or information of GSS
GmbH beyond that which is necessary for the performance of the contractual services.
6.5. If, despite appropriate requests from the Contract Partner, GSS GmbH does not fulfil
its duties to cooperate at all, in due time or in full, and if GSS GmbH is responsible for this,
the service deadlines and dates affected by the delay are reasonably postponed, if and to the
extent that they cannot be complied with as a result of the delay.
6.6. The Contract Partner must make every effort that can be reasonably expected to
compensate for performance disruptions that arise as a result of non-fulfilment of duties to
cooperate or supply by GSS GmbH. In particular, the Contract Partner will offer to support
GSS GmbH with the performance of the duties to cooperate or supply, as far as possible. The
Contract Partner will notify GSS GmbH in writing in advance if it intends to assign additional
personnel for this purpose and if this will result in additional costs for GSS GmbH. As far as
the Contract Partner is partly responsible for the disruption of services in that it did not make
a reasonable effort to prevent the hindrance to the provision of contractual services, the
Contract Partner remains responsible for the service disruption despite the improper
fulfilment of the duties to cooperate and supply.
6.7. If the Contract Partner requests a service from GSS GmbH that goes beyond the
cooperation owed by GSS GmbH, GSS GmbH can assume this duty as its own obligation to
cooperate instead of the Contract Partner; remuneration for the performance is reduced
accordingly. The Contract Partner is obligated to check this amount from GSS GmbH, and if
necessary, correct and accept it. The contractual and legal claims of GSS GmbH remain
7. Third-party Rights and Licences
7.1. The Contract Partner is responsible for ensuring that the Contract Partner is the
exclusive owner of the rendered service, which is free of third-party rights (e.g. copyright,
licence, patent and other property rights) and legally and contractually compliant.
7.2. If third parties assert a claim against GSS GmbH based on possible legal infringements
associated with the Contract Partner’s service, the Contract Partner undertakes to indemnify
and hold harmless GSS GmbH from any liability and to reimburse GSS GmbH for the costs
that arise related to the possible legal infringement. The obligation to indemnify includes the
commitment to exempt GSS GmbH in full from legal defence costs (e.g. court and attorney
7.3. If the Contract Partner’s industrial property rights are necessary for use of the delivery
item by GSS GmbH, the Contract Partner hereby grants GSS GmbH the unrestricted right in
terms of time and geographic location, which is irrevocable and free of charge, to repair, sell,
or use the delivery item itself or with regard to third parties.
7.4. If standard software is the object of the individual contract, the Contract Partner grants
GSS GmbH a free non-transferrable right of use.
7.5. If the individual contract includes development work, which is commissioned and paid
for by GSS GmbH, whether by means of a one-time payment or in instalments based on unit
price, GSS GmbH acquires the exclusive rights to all results of development work. GSS
GmbH receives the unrestricted right in terms of time and geographic location, which is
irrevocable, to all property rights on which the results of development work are based or the
rights required by GSS GmbH to use the results of development work, including the right to
8.1. The Contract Partner undertakes to adhere to the specified delivery period. Designated
delivery dates/deadlines refer to the time at which the service is performed in full at the
8.2. The Contract Partner is responsible for a delay in delivery if it does not render its
services by the agreed dates, unless the reasons for the delay are attributable to GSS GmbH or
8.3. The Contract Partner must notify GSS GmbH of any foreseeable delivery or
performance delays immediately after becoming aware of such, at the latest when the
specified delivery and performance period is exceeded.
8.4. In the event of delay, regardless of the legal consequences of delay, GSS GmbH is
entitled to request a contractual penalty in the amount of 0.2 % of the contract value for each
calendar day on which the performance of the Contract Partner is delayed. Overall, the total
of the contractual penalty to be paid based on this provision may amount to no more than 5 %
of the contract value of the affected individual contract. If GSS GmbH is subjected to a higher
contractual penalty by its customers, this higher contractual penalty is to be paid by the
Contract Partner. In deviation from § 341 Para. 3 BGB, the penalty can be asserted by GSS
GmbH until the final payment. This does not apply if GSS GmbH did not reserve the
contractual penalty at the time of acceptance despite express written request by the Contract
Partner. Contractual penalties are offset against claims for compensation.
9. Force Majeure
9.1. Events of force majeure include events that – even if foreseeable – cannot be
influenced by the contractual partners and the consequences of these events on the fulfilment
of the agreement cannot be prevented through reasonable efforts, such as fire, flood, storm,
earthquake and other natural events, strike, lockout and war. The fulfilment of the affected
individual contract is postponed for the duration of the respective event. The Contract Partner
must inform GSS GmbH in writing immediately about this type of event, at the latest within
three (3) days.
9.2. If events of force majeure last longer than two (2) weeks or result in a permanent
inability to provide the services, the contractual partners are entitled to terminate the
individual contract. Statutory termination rights of GSS GmbH in its role as a purchaser of
work services remain unaffected.
10. Prices and Payment Terms
10.1. The prices for the Contract Partner’s services are specified in the service description or
in the individual contract. Except where otherwise agreed in writing in the individual contract,
the prices listed in an individual contract are fixed prices and represent the total price for
manufacture and delivery. The prices include in particular all services, which are necessary in
the context of fulfilling the services described in these General Terms and Conditions of
Purchase or in the individual orders, and include all taxes, duties, packaging and transport
costs, insurance and statutory VAT. Unless GSS GmbH has issued express prior consent in
writing, the Contract Partner is not entitled to adjust prices or request additional costs of any
10.2. The invoice is prepared in a way that is capable of being checked and in particular also
enables clear allocation and control of the costs. Except where otherwise agreed in writing in
the individual contract, remuneration due to the Contract Partner is payable within thirty (30)
days after complete rendering of services in accordance with the contract and receipt of an
invoice capable of being checked with 3 % discount.
10.3. Partial payments are only to be paid by GSS GmbH if this was agreed in the service
description that is attached as an appendix, or this is separately and expressly agreed in
writing. Any partial payments of GSS GmbH do not constitute recognition of contractually
11. Set-off, Right of Retention
11.1. The Contract Partner has the right to withhold payments or to set off payment with
counterclaims only to the extent that its counterclaims have been declared legally binding, are
uncontested or recognized by GSS GmbH. Furthermore, the Contract Partner is entitled to
exercise a right to withhold only to the extent that its counterclaim is based on the same
11.2. GSS GmbH has the right to offset with its claims based on further contractual
agreements with the Contract Partner in addition to its statutory rights to set-off.
12. Retention of Title and Lien
The items of GSS GmbH remain its property at all times. The Contract Partner does not hold
a right of lien or right of retention to the goods or other assets under its control based on any
claims, due or not yet due, to which the Contract Partner is entitled arising from its services.
The Contract Partner will conduct any processing, mixing or combining (further processing)
of provided items for GSS GmbH. The same applies to further processing of delivered goods
by GSS GmbH, so that GSS GmbH is considered the manufacturer and becomes owner of the
product at the latest upon further processing according to legal requirements.
13. Delivery / Acceptance
13.1. Following delivery or creation and assembly or installation of the respective delivery
item, the Contract Partner conducts an appropriate check of the rendered services. Acceptance
is not applicable, unless GSS GmbH requests acceptance, which is then to be performed
according to the following provisions:
13.2. The Contract Partner announces that the completed and assembled or installed delivery
item is ready for acceptance on the agreed date (“announcement”). This announcement is
subject to the condition that the Contract Partner has assembled or installed the delivery item
in accordance with the contract.
13.3. Partial acceptance does not take place.
13.4. The acceptance is subject to an inspection, which is to be conducted within ten (10)
working day of announcement of completion, assembly and functionality in the presence of
the Contract Partner and GSS GmbH.
13.5. An acceptance protocol will be created in which any defects that may have arisen are
described (hereinafter also referred to as “errors”).
13.6. GSS GmbH declares acceptance if the assembly or installation does not appear to have
any errors. Errors are declared as such in the acceptance declaration and remedied by the
Contract Partner immediately, unless a deadline for remedy has been agreed upon.
13.7. Acceptance must take place formally. Acceptance is also deemed issued if GSS GmbH
does not declare acceptance within ten (10) working days after completion, assembly and
functionality, although it is obligated to do so. § 641a BGB remains unaffected.
14. Liability for Defects
14.1. As far as legally applicable, GSS GmbH is obligated to inspect the delivered items
immediately following delivery to ensure that the agreed upon quantity has been delivered
and/or if other obvious defects exist. Any complaints regarding obvious defects are deemed to
have been made in due time if they are received by the Contract Partner within a period of
two (2) weeks after transfer of the delivery item. GSS GmbH must issue complaints involving
hidden defects within a deadline of two (2) weeks after discovery of the defect.
14.2. The Contract Partner guarantees that its services are free of defects. It guarantees in
particular that the delivery item corresponds with the specification and with the standard of
quality agreed in contract. If the Contract Partner is responsible for the construction, the
Contract Partner also guarantees that the construction is free of error and that the delivery
item is suitable for the purpose stipulated in the contract.
14.3. GSS GmbH is entitled without restriction to the statutory warranty rights. In particular,
GSS GmbH is entitled at its own discretion to remedy of the defect, to delivery of an item free
of defects, or to request payment of compensation. The Contract Partner is liable for measures
aimed at risk prevention (recalls), as far as it is legally obligated to do so.
14.4. In accordance with the legal requirements, the Contract Partner is particularly liable for
ensuring that the service has the agreed characteristics at the time of transfer of risk to GSS
GmbH. In any case, the specific service descriptions that are the objects of the individual
contracts, in particular through designation or reference in GSS GmbH’s order, or are
included in the individual contract in the same manner as these General Terms and Conditions
of Purchase, shall be considered agreements on characteristics. In this context, it is immaterial
whether the service description originates from GSS GmbH, the seller or the manufacturer.
14.5. In deviation from § 442 Para. 1 Sentence 2 BGB, GSS GmbH is also entitled without
restriction to assert claims for defects, if the defect remains unknown to GSS GmbH at the
time the contract is concluded as a result of gross negligence.
14.6. GSS GmbH is entitled to conduct measures to remedy the defect at the cost of the
Contract Partner, to arrange for third parties to do so, or to procure a replacement itself, if the
Contract Partner does not comply with the written request to remedy the defect within a
reasonable deadline set by GSS GmbH, or if an application to open insolvency proceedings
against the assets of the Contract Partner is filed. This also applies – also without the need to
issue a prior request— to urgent cases involving a threat to operational safety or excessively
extensive damage, if it is no longer possible to notify the Contract Partner about the defect
and the threat of damage due to the particular urgency of the case and to set a deadline for the
Contract Partner to provide support.
14.7. GSS GmbH is entitled to remedy minor defects immediately at the cost of the Contract
Partner or to have them remedied.
14.8. In the event of imminent danger, GSS GmbH is entitled to remedy the defect itself or
have the defect remedied at the cost of the Contract Partner after appropriate notification has
been issued to the Contract Partner.
14.9. In the event that GSS GmbH’s customers are entitled to conduct measures to remedy
the defect themselves, or arrange for measures to be conducted, without issuing a deadline at
the cost of GSS GmbH, e.g. because the delivery is made after commencement of default and
the customer has an interest in immediate remedy of the defect to avoid its own default, the
Contract Partner must reimburse these costs to GSS GmbH unless the Contract Partner is not
responsible for the delay.
14.10. In the cases stated above in sections (6) to (9), the Contract Partner must be notified
immediately. GSS GmbH sends a report to the Contract Partner regarding the type and scope
of the defect and the works performed.
14.11. GSS GmbH is entitled to request that the Contract Partner indemnify and hold
harmless GSS GmbH from all claims of customers, if and to the extent that the Contract
Partner is responsible for the liability-based cause based on its service. With regard to
indemnification from claims for compensation against GSS GmbH beyond the scope of
liability according to the German Product Liability Act, this only applies if and to the extent
that the Contract Partner is responsible for the cause.
14.12. Where any claims against the Contract Partner are dependent upon conditions in the
Contractor Partner’s sole sphere of risk or responsibility, the Contract Partner bears the burden
of proof for the non-existence of such conditions for the claim.
14.13. The above-described claims of GSS GmbH expire within thirty-six (36) months
following notification of the defect unless a longer limitation period for claims regarding
defects is provided in the applicable statutory provisions.
14.14. If GSS GmbH is subjected to longer limitation periods by its customers or a later start
date for a limitation period, this longer limitation period or the later start date for the
limitation period is decisive.
14.15. The approval of a development by GSS GmbH neither excludes nor limits warranty
and product liability claims.
15.1. In addition to its liability for defects, the Contract Partner assumes a guarantee for a
period of twenty-four (24) months ensuring that the service is free of material defects and
contains the agreed upon features.
15.2. The guarantee stated above commences upon transfer of the delivery item or
performance of the service.
16.1. GSS GmbH is entitled to inspect and audit the Contract Partner’s manufacturing
process on site at any reasonable time as far as practicable following prior notification.
16.2. The Contract Partner ensures that GSS GmbH is entitled to inspect and audit with
regard to its assistants in performance and subcontractors.
17. Liability of GSS GmbH
The following regulations shall apply to the liability of GSS GmbH as well as liability for
GSS GmbH‘s employees, assistants in performance, and vicarious agents – irrespective of
17.1. GSS GmbH’s liability for damages is limited as follows:
a) In the case of a simple negligent breach of essential obligations (i.e. essential
obligations for which GSS GmbH owes performance and which are significant for the
attainment of the contractual objectives or with which GSS GmbH is obligated to comply and
a breach of such compliance could endanger the attainment of the contractual objectives), the
liability of GSS GmbH shall be limited to such losses which would be typically foreseeable at
the time of the conclusion of the contract;
b) GSS GmbH shall not be liable for a simple negligent breach of non-essential
17.2. The previous liability exclusions, restrictions, and limitations shall not apply to claims
based on the Product Liability Act as well as to compensation for damages to life, body or
17.3. Claims for damages against GSS GmbH shall be subject to a limitation period of one
(1) year, beginning with the start of the statutory period of limitations. The aforementioned
shall not be applicable to claims based on the Product Liability Act as well as to
compensation for damages to life, body or health and to intentional or grossly negligent
breach of duty, which are subject to statutory limitation.
17.4. GSS GmbH assumes no liability towards the Contract Partner or third parties insofar as
the damage is attributable to the fault of the Contract Partner or the Contract Partner’s
assistants in performance or vicarious agents. In these cases, GSS GmbH particularly assumes
no liability for damages arising from violations of public law protective regulations or from
violations of the applicable directives and instructions. The Contract Partner is to inform itself
independently about this matter. The Contract Partner’s comparative negligence shall be
imputed to the Contract Partner.
17.5. With regard to services free of charge, GSS GmbH is only responsible for the degree of
care that it applies to its own matters.
17.6. Should claims for damages be lodged, then they must be legally filed within six (6)
months after a written dismissal by GSS GmbH. Subsequent assertion of claims is excluded
unless independent evidence proceedings (Selbständiges Beweisverfahren) have been initiated
within the deadline period. The aforementioned shall not be applicable to claims based on the
Product Liability Act as well as to compensation for damages to life, body or health and to
intentional or grossly negligent breach of duty, which are subject to statutory limitation.
18. Liability Insurance
18.1. The Contract Partner concludes the industry-standard global insurance protection with
an efficient insurer (in particular, third party liability (Betriebshaftpflicht), product liability
and recall insurances) that each covers damages to the property of GSS GmbH, its customers
or third parties up to an reasonable amount. The Contract Partner’s employees must be
insured against work-related accidents. The Contract Partner provides evidence to GSS
GmbH at the conclusion of the contract that it holds this type of liability insurance.
18.2. The Contract Partner will maintain this insurance protection until the individual
contract ends, and at least until the limitation period expires for claims related to defects or
other compensation claims. If the Contract Partner does not fulfil this obligation, GSS GmbH
is entitled to withdraw from the contract or to terminate without notice period following
failure to adhere to a reasonable deadline. Further claims of GSS GmbH, in particular claims
for compensation, remain unaffected.
19. Confidentiality, Business Information
19.1. The Contract Partner is obligated to treat with confidentiality all information that is
designated confidential or information of GSS GmbH that is clearly of a confidential nature
(hereinafter referred to as “confidential information”), to refrain from making copies of such
information and from allowing third parties access to same, unless this is necessary to fulfil
obligations resulting from the order or from these General Terms and Conditions of Purchase.
The Contract Partner is obligated in particular to maintain strict confidentiality with regard to
calculations, illustrations, plans, tender documentation, profiles of requirements, requirements
specification, designs, other documents and other data carriers such as models and other
materials. These may be disclosed to third parties and/or used for the Contract Partner’s own
purposes, which are content of the individual contract or these General Terms and Conditions
of Purchase, only with express and written approval from GSS GmbH. The Contract Partner
may disclose the contractual relationship with GSS GmbH only with written consent from
19.2. This obligation shall not apply to information which is in the public realm, or which the
Contract Partner has previously received through legal means, or which has come into
existence independently of this contract, or in cases in which the Contract Partner is subject to
disclosure requirements or requested to provide information by courts or governmental
authorities. The confidentiality obligations stated above retain their validity unlimited in time,
for the duration of this contract and afterwards, and shall be explicitly imposed in writing on
any third parties (including but not limited to employees) having access to confidential
19.3. The Contract Partner is obliged to store with due care all documentation, files and other
forms of Confidential Information which is received from GSS GmbH.
20. Data Protection and Data Security
20.1. The Contract Partner is responsible for ensuring that all persons assigned by the
Contract Partner with fulfilling or processing the individual contract, and/or the service
description or these General Terms and Conditions of Purchase, adhere to the legal
requirements on data protection and data security. The necessary obligation to observe data
secrecy pursuant to German data protection law shall be carried out at the latest before the
initial start of operations and proof of such will be provided to GSS GmbH upon request. The
Contract Partner agrees that personal data, which was made available to GSS GmbH within
the context of the business relationship, is stored and automatically processed in the IT
systems of GSS GmbH.
20.2. In the event that the Contract Partner collects, processes or uses personal data in the
course of order data processing as instructed by GSS GmbH (§ 11 of the German Data
Protection Act, “BDSG”) for the purpose of fulfilling the contractual services, or if the
Contract Partner conducts the “inspection or maintenance of automated procedures or data
processing systems” for GSS GmbH within the meaning of § 11 Para. 5 BDSG, the contract
partners will conclude an “Agreement regarding Order Data Processing” in accordance with §
11 BDSG, which GSS GmbH will make available to the Contract Partner.
21. Termination, Withdrawal
21.1. GSS GmbH is entitled to terminate the individual contract pursuant to § 649 BGB.
Except where otherwise agreed, in the case of termination, the Contract Partner is entitled to
the statutory rights based on this provision; however, the Contract Partner is obligated to
clearly explain the claimed remuneration in a transparent manner taking into account
expenditures saved as a result of the termination. Furthermore, the Contract Partner is
obligated to specify which partial services it views as completed and initiated services. Upon
request, the Contract Partner supports GSS GmbH in a reasonable manner in exchange for
reasonable remuneration so that GSS GmbH or a third party can complete the ordered service,
as far as this is not unreasonable for the Contract Partner. The support service is considered
“topping-up orders” within the meaning of § 649 BGB, unless this is unreasonable for the
21.2. The right to extraordinary termination of the individual contract based on good cause as
well as the statutory right to withdraw from the individual contract remain unaffected.
21.3. Both termination and withdrawal must be made in writing in order to be valid.
22. Service and Replacement Parts
22.1. With regard to production material, the Contract Partner ensures GSS GmbH’s need for
replacement parts during serial delivery and for fifteen (15) years after serial delivery ends.
The price is the agreed current production price stipulated in the individual contract that is
valid for the term of the individual contract. After the individual contract ends, the price is
agreed upon in the context of orders issued.
22.2. With regard to delivery items that are not production material, the Contract Partner
ensures GSS GmbH’s need for replacement parts at standard market prices for the duration of
at least fifteen (15) years, which commences on the date of the first delivery.
22.3. Upon request by GSS GmbH, service literature and additional necessary material will
be made available free of charge.
23. Contract Partner’s Tools
23.1. The Contract Partner grants GSS GmbH a purchase right for tools that are necessary to
produce the specific delivery items of GSS GmbH. This also includes all accessories, such as
patterns, matrices, measurement instruments, fixtures, forms, samples and connected
software, drawings and other associated documentation that are required to produce the
delivery item. If GSS GmbH exercises its right to purchase, the price is calculated based on
the original cost of acquisition less depreciation for wear and, if applicable, other depreciation
conducted until the tool is transferred following exercise of the purchase right option.
Depreciation for wear is only taken into consideration if the Contract Partner received
compensation for this depreciation via the unit price. Under no circumstances may the
purchase price exceed the market value (replacement costs for a similar used tool) at the time
that the purchase right is exercised. There is no right to purchase if the Contract Partner
requires the tool for production of its other standard products.
23.2. The Contract Partner equips GSS GmbH with all information that GSS GmbH requires
for installation, assembly and use of this tool. Subject to industrial property right of the
Contract Partner, GSS GmbH is entitled to use and publish this information without
restriction. Construction and production information that are subject to an intellectual
property right of the Contract Partner may only be used by GSS GmbH for its own purposes.
24. Final Provisions
24.1. The Contract Partner may not – subject to the assignment of debt according to § 354a of
the German Commercial Code (HGB) – transfer individual rights of this contract or the
contract as a whole to third parties unless GSS GmbH expressly agrees to such in writing.
24.2. Should a party choose not to exercise one of its rights under this contract, this shall not
be considered as a waiver of that right, unless the party that possesses the right informs the
other party explicitly and in writing of such a waiver.
24.3. The place of performance shall be the registered seat of GSS GmbH. Insofar as the
Contract Partner is a merchant as defined by the German Commercial Code (HGB), a
corporate body organized under public law (juristische Personen des öffentlichen Rechts), or
a special fund under public law (öffentlich-rechtliches Sondervermögen), the exclusive place
of jurisdiction for all disputes (including check proceedings, summary bill enforcement
procedures and proceeding restricted to documentary evidence) directly or indirectly arising
from the contractual relationship is the registered seat of GSS GmbH. The same applies to
judicial collection procedures as well as to persons who have no general place of jurisdiction
in Germany, as well as to persons who have moved their place of residence or usual
whereabouts abroad since conclusion of the contract, or whose place of residence or usual
whereabouts is unknown at the time the action is filed. In addition, GSS GmbH is entitled to
file suit at the statutory venue.
24.4. All agreements and legal acts of the contract partners in the context of these General
Terms and Conditions of Purchase are subject to the laws of the Federal Republic of Germany
excluding the conflict of law provisions. The United Nations Convention on Contracts for the
International Sale of Goods (CISG) shall not apply.
24.5. These General Terms and Conditions of Purchase are provided in German and English.
Legally binding is solely the German language version of these General Terms and
24.6. Oral side-agreements are not valid. Deviating or supplementary conditions as well as
modifications of this contract, including this written requirement clause, are only valid if
agreed upon in writing and expressly marked as a modification or supplement.
24.7. Should one or more provisions of these General Terms and Conditions of Purchase not
satisfy the legal requirements the validity of the remaining provisions shall remain unaffected.