General Terms and Conditions

1. General Provisions

Offers, deliveries, and services by Grötschel GmbH or an affiliated company within the meaning of the German Stock Corporation Act (the companies of the Grötschel Group can be found at www.groetschelgruppe.de) – hereinafter referred to as “Contractor” – are provided exclusively on the basis of these General Terms and Conditions, even if they have not been expressly agreed upon. Deviating terms and conditions of the Client shall only be deemed accepted if they have been confirmed in writing by the Contractor. These General Terms and Conditions also apply to all future transactions between the contracting parties, without the need for renewed reference thereto.

2. Validity of VOB for Construction Services

For construction services within the meaning of VOB/A, VOB/B and VOB/C shall apply additionally and subordinately to these General Terms and Conditions.

3. Offer Commitment and Conclusion of Contract

All offers made by the Contractor are non-binding; the binding period for offers is 30 days from delivery. A contract is only concluded upon written order confirmation by the Contractor. Ancillary agreements should be made in writing for evidentiary purposes.

4. Prices / Price Adjustment

The Contractor’s prices are net ex works or, for delivery/service at the respective place of use, net free at the Client’s site, plus the currently applicable value-added tax. Indicated alternative positions are additional offers plus the currently applicable value-added tax and are not included as such in the final price of the respective offer. Price increases in material procurement or inflation surcharges will be adjusted in case of delayed offer acceptance/order processing.
If the steel prices underlying the contract significantly increase, the Contractor is entitled to adjust the contract price at its reasonable discretion.

If and to the extent that a free termination by the Client is agreed upon, the following applies in the event of termination by the Client:

The Client shall bear all costs incurred or unavoidable up to the termination (e.g., for building materials, materials, purchased parts, subcontractor services, planning, working hours, placed orders).

Furthermore, the Client is obliged to pay the Contractor the contract price minus the saved expenses, i.e., taking into account what was saved in expenses due to the termination of the contract or maliciously omitted through alternative use of labor. The statutory provisions apply.

If a free termination is not agreed upon and the contract is nevertheless “canceled” or wrongfully terminated or otherwise ended by the Client, the Contractor has the right to claim damages. This does not apply if the Client is not responsible for this.

5. Delivery Periods

Delivery periods must be expressly agreed upon in writing and be binding. Indications such as “approx.”, “around” etc. do not constitute binding delivery periods. After the expiry of a deadline – which is due to the Contractor’s fault – the Client is entitled to terminate the contract if continuation of the contract is unreasonable for the Client.

6. Transfer of Risk

In the case of agreed assembly or delivery, the risk of accidental loss transfers to the Client upon delivery at the agreed location. In all other cases, shipment by the Contractor is at the Client’s risk, even if the shipment is carried out by the Contractor’s personnel/commissioned subcontractors.

7. Payments

Payment of the invoice amount is generally due upon receipt of the invoice, at the latest 21 days after invoicing. The Contractor is entitled to demand advance payments corresponding to the progress of services.

8. Notification of Defects / Warranty

Notifications of defects must be made in writing upon acceptance, or if no acceptance takes place, within 14 days after completion. If this period is not observed, warranty claims shall lapse. The Contractor must be given the opportunity to inspect on site. In the case of a justified notification of defects, free rectification will be carried out, for which a reasonable period must be granted. The Contractor is not liable for errors resulting from documents and information provided by the Client (order, drawings, samples, etc.), unless the Contractor has failed to fulfill its duty to inspect and advise. Preparatory requirements related to the commissioned service, such as permits/inspections of any kind, necessary agreements, etc., are – unless expressly agreed otherwise – the responsibility of the Client and as such are not transferable to the Contractor.

9. Understanding of Warranty Declarations

The contracting parties expressly agree that the essential quality guarantees or characteristics do not constitute a guarantee of quality within the meaning of
§§ 443, 444 and 639 BGB and should not be interpreted as such; §§
443, 444 and 639 BGB shall not be applicable in this respect. Rather, the contracting parties agree that these are agreements with individually regulated
legal consequences in the event of non-compliance. The agreed
limitations/exclusions of liability apply.

10. Liability

Contractor and Client are liable to each other according to statutory provisions. The
liability is limited as follows:

EUR 3,000,000 for property damage and financial losses per claim event

Excluded from this is liability for the breach of essential contractual obligations (such
obligations that protect essential legal positions of a contracting party, which the contract must grant to it
according to its content and purpose; essential are also
such contractual obligations whose fulfillment enables the proper execution of the contract
in the first place and on whose compliance the other contracting party has regularly
relied and may rely).

11. Non-Solicitation Clause

The Client undertakes not to poach any employees of the Contractor for the duration of the cooperation and for two years thereafter. The contracting parties jointly acknowledge that this non-solicitation clause takes into account the special relationship of trust and the need for protection of the Contractor. For this reason, the Contractor is entitled to payment of a contractual penalty equal to the annual gross salary of the poached employee for each instance of violation of the non-solicitation clause by the Client. The same applies if an employee of the Contractor is poached by a company affiliated with the Client within the meaning of §§ 15 et seq. AktG. The Client bears the burden of proof that no poaching has occurred.

12. Retention of Title / Extended Retention of Title

Delivered and assembled items remain the property of the Contractor until full payment of the agreed price.

13. Data Storage

The Contractor is entitled to store personal data of the Client. The Contractor is not entitled to sell this data.

14. Company Logo / Photographs

The Contractor is entitled to affix a company or other mark to its works. Photographs of the various projects or works may be taken without consent, also for advertising purposes. We assume that we may refer to existing projects/orders in an appropriate form in brochures and publications (e.g., reference lists). If you do not agree with this, please inform us accordingly.

15. Contract Language / Applicable Law and Place of Jurisdiction

The contract language is German. German law applies, excluding conflict of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. Dresden is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Furthermore, the Contractor is entitled to sue before the court that has jurisdiction at the Client’s registered office or the Contractor’s registered office.