Terms and Conditions
Our terms of sale, delivery and payment
1. Offer and Price
Our offer is always subject to change. The prices valid on the day of the conclusion of the contract shall apply. The prices are in EURO plus statutory value added tax, unless otherwise stated. They apply free to the customer’s destination station, including simple packaging on the basis of the collective goods tariff. Special requests of the customer regarding packaging (railroad shipping box with firm padding) or mode of shipment (express, express freight, railroad container, mail, etc.) will be met if possible; the additional costs for this will be charged separately. However, prices for spare parts are ex works excluding packaging.
Orders require our written confirmation or the dispatch of the ordered goods to be accepted. These terms and conditions of sale, delivery and payment shall apply exclusively to all transactions with our customers. This also applies if the customer only knew them from previous transactions and offers.
Form purchasing conditions of the customer shall not apply.
Agreements that deviate from these Terms and Conditions of Sale, Delivery and Payment or the confirmed order, or that contain additions thereto, require our written confirmation to be effective.
We reserve the right to make technical improvements or adaptations to the applicable technical and design standards even after order confirmation, insofar as this is reasonable for the customer.
If, after the conclusion of the contract, a change occurs in the customer’s company, the company or the person of the customer which reduces the customer’s creditworthiness and/or ability, or if we learn of a reduced creditworthiness and/or ability which has already occurred before the conclusion of the contract, we shall be entitled, at our discretion, to demand security or advance payment. In any case, we may make the continued delivery dependent on the prior payment of outstanding claims. Furthermore, we shall be entitled to withdraw from the contract in whole or in part after setting a reasonable grace period under threat of rejection.
3. Delivery Time, Partial Delivery
Delivery dates are only binding if they are expressly agreed as binding. If non-compliance with a binding delivery date is demonstrably due to force majeure, e.g. mobilization, war, riot, strike, lockout or other events beyond our control which we cannot avert by reasonable means, the deadline shall be extended accordingly. Cases of force majeure on the part of our subcontractors shall be deemed to be force majeure on the part of GSS Smart Solutions GmbH itself.
Partial deliveries are permitted, unless the customer has no interest in the partial fulfillment of the contract.
Our invoices are payable within 30 days of the invoice date without any deductions.
In the event of default, interest shall be charged at a rate of 8% above the applicable base rate of the European Central Bank; in addition, we shall be entitled to withhold our delivery – also from other orders. The right to assert further rights is reserved. Only persons with a written power of attorney issued by us are authorized to collect payments. We shall only accept bills of exchange in payment by special agreement, charging the expenses and costs incurred. Our claim shall not expire until the checks or bills of exchange handed over to us have been honored.
The customer may only offset our claims if his counterclaim is not disputed by us or if there is a legally binding title against us.
If the order value is less than € 350.00, we charge a flat shipping fee of € 6.90 plus shipping and statutory value added tax. Palletized goods are excluded from this regulation.
GSS has the right to assign its own receivables to third parties.
6. Retention of Title
The goods delivered by us remain our property until full payment of all our present and future claims against the customer. Our claims are not extinguished by inclusion in a current account balance and its recognition. The customer may only sell the goods delivered by us in the ordinary course of business either against cash payment or if a reservation of title has been agreed or, if the goods are passed on to resellers, only if an extended current account reservation of title has been agreed. He shall store the goods belonging to us properly and insure them properly. Pledges and transfers of ownership by way of security are not permitted. If the goods delivered by us under retention of title are seized by third parties, our customer shall notify us immediately and inform the seizing third party of our retention of title. All costs incurred by us as a result of averting third party access to the reserved goods, in particular seizure, shall be borne by the customer insofar as they are irrecoverable from third parties.
In the event of a resale of goods owned by us, these shall be invoiced separately from goods from other suppliers. Our customer herewith assigns to us in full the claims against the purchaser arising from the sale, together with all ancillary rights (reserved ownership, ownership by way of security, bills of exchange, etc.), until our claims referred to in paragraph 1 have been paid in full. If a genuine or non-genuine current account relationship exists between the customer and its customers, the customer hereby additionally assigns to us the claims for termination of the current account relationship, for determination of the balances as well as the balance claims.
In the case of payment by check or bill of exchange, ownership of these papers shall pass to us as soon as the customer acquires them; the handover of the papers shall be replaced by the customer initially taking them into custody for us. If the customer gives the bill of exchange for discount, he shall assign the discount proceeds to us in advance.
If the customer sells the goods delivered by us together with goods of other suppliers under issuance of a total invoice, the partial amount of the total invoice amount that is attributable to the goods from our deliveries included in the total invoice shall be assigned to us; the same shall apply to the ancillary rights (e.g. reserved property, security property, bills of exchange, etc.).
If and to the extent that the claims assigned to us are not asserted by us ourselves, the customer shall be entitled to collect such claims and to realize ancillary rights. The customer’s authorization to collect and its authorization to realize ancillary rights may be revoked for good cause, in particular in the event of a significant deterioration in its financial situation. They shall expire without revocation if the customer ceases to make payments, if judicial or extrajudicial insolvency proceedings are filed against him or if the opening of such proceedings against him is rejected for lack of assets.
Without our prior written consent, our customer may not conclude any installment contracts with financing institutions for the goods delivered under our reservation of title. An assignment of claims is only permissible if it is made by way of genuine factoring, is notified to us in advance and where the factoring proceeds exceed the value of our secured claims. When the customer is credited with the factoring proceeds, our receivables become due immediately to the extent that they are covered by genuine factoring. If the securities to which we are entitled under the above provisions exceed our claims by more than 20%, the retention of title to the oldest delivery subject to retention of title shall cease to apply.
If our customer defaults in the fulfillment of his payment obligations towards us, if he stops his payments or if judicial or extrajudicial insolvency proceedings are filed against his assets or if the opening of such proceedings is rejected due to lack of assets, the entire remaining debt shall become due, even if bills of exchange with a later maturity date are running. In this case, the customer shall, at our request, provide us with a list of all goods still in his possession which are our property and a list of the claims assigned to us with the name, address of the debtor and the amount of the claims.
If the conditions of paragraph 8 are met, the customer shall, at our request, notify the debtors of the assignment of the claim to us, whereby we shall be free to make this notification from our side. In the cases of paragraph 8, we shall also be entitled to retrieve the goods owned by us for the purpose of securing claims if withdrawal from the contract has been declared beforehand in accordance with § 449 of the German Civil Code (BGB).
7. Complaints, Warranty Claims
Complaints due to incomplete and/or incorrect delivery must be made immediately after delivery. The customer must inspect the goods for defects within 10 working days and report any visible defects. If he fails to do so, the goods shall be deemed to have been accepted.
During the warranty period, we shall remedy the defects covered by the warranty at our discretion either by repair free of charge or by replacement delivery. In the event of failure of the repair or replacement delivery, the customer may, at its option, demand a reduction of the remuneration or rescission of the contract.
Any further warranty claims, in particular for damage that has not occurred to the delivered goods themselves, are excluded, unless we are guilty of intent or gross negligence.
The return of the rejected goods to us must be in proper packaging.
Our warranty obligation shall not apply if defects in the delivered goods are due to improper intervention by the customer or third parties or to natural wear and tear or improper use of the delivered goods by the customer or third parties.
8 Place of Performance, Transfer of Risk
The place of performance for delivery and payment is Nuremberg.
The transport of the goods is at the risk of the customer, unless damage is covered by a goods transport insurance policy taken out by us; this also applies to any returns.
9. Legal Prosecution
The Buyer shall bear all fees, costs and expenses incurred in connection with any legally successful legal prosecution against him outside Germany.
The customer shall treat information and documents received from GSS Smart Solutions GmbH (e.g. offers, price lists, technical concepts, etc.) as confidential and shall only pass them on to third parties with our prior written consent.
11. Foreign Business
The contractual relations shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Should any of these terms and conditions – for whatever reason – not be applicable, this shall not affect the effectiveness of the remaining terms and conditions.
13. Place of Jurisdiction
If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be exclusively Nuremberg. This shall also apply to actions arising from bills of exchange or checks given.