General Terms and Conditions

§ 1 Validity

(1) These Terms and Conditions of Sale and Delivery apply exclusively and only to companies, legal entities under public law or special funds under public law as defined in Section 310 (1) of the German Civil Code (BGB), housing cooperatives and condominium companies. All deliveries, services and offers of gekartel AG shall be made exclusively on the basis of these Terms and Conditions of Sale and Delivery. They are an integral part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “Buyer” or “Client”) for the deliveries or services offered by gekartel AG. They shall also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.
(2) Terms and conditions of the client or third parties shall not apply, even if gekartel AG does not separately object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this shall not constitute any agreement to the validity of those terms and conditions.

§ 2 Offer and conclusion of contract

(1) All offers made by gekartel AG are non-binding. Declarations aimed at the conclusion or amendment of contracts shall only become binding once gekartel AG has issued a written order confirmation.
(2) The legal relationship between gekartel AG and the customer shall be governed solely by the contract concluded in writing, including these General Terms and Conditions of Sale and Delivery. This fully reflects all agreements between the contracting parties on the subject matter of the contract. All information (e.g. product descriptions and prices) on our website, in brochures and other advertising material about the goods offered by us is non-binding.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Sale and Delivery, must be made in writing to be effective. Transmission by fax or email is sufficient to comply with the written form requirement.
(4) Information provided by gekartel AG on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose. The same applies to minor color deviations.
(5) gekartel AG reserves the right of ownership or copyright to all offers and cost estimates submitted by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the client. The customer may not make these items accessible to third parties, disclose them, use them itself or through third parties or reproduce them without the express consent of gekartel AG. At the request of gekartel AG, the customer shall return these items in full to gekartel AG and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Prices and payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be invoiced separately. The prices are quoted in EURO ex works plus packaging, statutory VAT, customs duties for export deliveries as well as fees and other public charges.
(2) Unless otherwise agreed, the prices valid at the time of conclusion of the contract shall apply. If charges or other external costs included in the agreed price change more than two months after conclusion of the contract, gekartel AG shall be entitled to change the price accordingly.
(3) Invoice amounts are to be paid within 14 days of delivery and invoicing without any deductions, unless otherwise agreed in writing. The date of receipt by gekartel AG shall be decisive for the date of payment. Checks shall not be considered payment until they have been cashed. If the customer fails to pay by the due date, interest of 8% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.
(4) If third parties, e.g. banking institutions or other service providers, charge fees or other charges, e.g. exchange fees, transfer fees or other transaction costs, on the occasion of payment by the client, these shall be borne by the client. In particular, any losses incurred by payment in a foreign currency due to currency differences or fees shall be paid or reimbursed by the Client to gekartel AG.
(5) Offsetting against counterclaims of the client is only permitted if the counterclaims are undisputed or have been legally established. A right of retention by the client is excluded.
(6) gekartel AG shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, gekartel AG becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the customer and which jeopardize the payment of gekartel AG’s outstanding claims by the customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

§ 4 Delivery and delivery time

(1) Deliveries are ex works.
(2) Deadlines and dates for deliveries and services promised by gekartel AG shall always be approximate only, unless a fixed deadline or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transportation.
(3) Without prejudice to the rights arising from the client’s default, gekartel AG may demand from the client an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the client fails to meet its contractual obligations towards gekartel AG.
(4) gekartel AG shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which gekartel AG is not responsible. If such events make delivery or performance significantly more difficult or impossible for gekartel AG and the hindrance is not only of a temporary nature, gekartel AG shall be entitled to withdraw from the contract. In the event of hindrances of a temporary nature, the delivery or performance deadlines shall be extended or the delivery or performance dates postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by immediate written declaration to gekartel AG.
(5) gekartel AG shall only be entitled to make partial deliveries if the partial delivery can be used by the customer for the contractually intended purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional work or additional costs as a result (unless gekartel AG agrees to bear these costs).
(6) If gekartel AG is in default with a delivery or service or if a delivery or service becomes impossible for whatever reason, gekartel AG’s liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.

§ 5 Place of fulfillment, shipping, packaging, transfer of risk, acceptance

(1) The place of performance for all obligations arising from the contractual relationship shall be the registered office of gekartel AG in Dresden, unless otherwise agreed.
(2) The mode of shipment and packaging are subject to the dutiful discretion of gekartel AG.
(3) The risk shall pass to the customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or if gekartel AG has assumed other services (e.g. shipment or installation). If dispatch or handover is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the delivery item is ready for dispatch and gekartel AG has notified the customer of this.
(4) Storage costs after the transfer of risk shall be borne by the client. In the case of storage by gekartel AG, the storage costs shall amount to [0.25]% of the invoice amount of the delivery items to be stored per week elapsed. We reserve the right to claim and prove further or lower storage costs.
(5) The consignment shall only be insured by gekartel AG against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at the customer’s expense.
(6) If acceptance is to take place, the purchased item shall be deemed accepted if the delivery and, if gekartel AG also owes the installation, the installation has been completed, gekartel AG has notified the client of this with reference to the fiction of acceptance in accordance with this § 5 (6) and has requested acceptance, [twelve] working days have passed since delivery or installation or the client has started to use the purchased item (e.g. has put the delivered system into operation) and in this case [six] working days have passed since delivery or installation and the client has refused acceptance within this period for reasons other than a defect notified by gekartel AG. in this case [six] working days have passed since delivery or installation, and the customer has failed to accept the goods within this period for a reason other than a defect notified by gekartel AG which makes the use of the purchased goods impossible or significantly impairs it.

§ 6 Warranty, material defects

(1) The warranty period is one year from delivery or, if acceptance is required, from acceptance.
(2) The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by the customer. They shall be deemed to have been approved if gekartel AG has not received a written notice of defects with regard to obvious defects or other defects which were recognizable during an immediate, careful inspection immediately after delivery of the delivery item or otherwise immediately after discovery of the defect or at any earlier point in time at which the defect was recognizable to the customer during normal use of the delivery item without closer inspection. At the request of gekartel AG, the delivery item complained about shall be returned to gekartel AG at the expense of the customer (bring-in).
(3) In the event of material defects in the delivered items, gekartel AG shall initially be obliged and entitled to rectify the defect or make a replacement delivery at its discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is due to the fault of gekartel AG, the client may demand compensation for damages under the conditions specified in § 8.
(5) In the event of defects in components from other manufacturers which gekartel AG is unable to remedy for licensing or factual reasons, gekartel AG shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the client or assign them to the client. Warranty claims against gekartel AG shall only exist for such defects under the other conditions and in accordance with these General Terms and Conditions of Sale and Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the customer against gekartel AG shall be suspended.
(6) The warranty shall not apply if the Client modifies the delivery item or has it modified by a third party without the consent of gekartel AG and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.
(7) Any delivery of used items agreed with the client in individual cases shall be made to the exclusion of any warranty for material defects.
(8)Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling or excessive use.

§ 7 Property rights, exemption from third-party rights

(1) In accordance with this § 7, gekartel AG warrants that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, gekartel AG shall, at its discretion and at its expense, modify or replace the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the customer by concluding a license agreement. If gekartel AG does not succeed in doing so within a reasonable period of time, the customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages on the part of the client shall be subject to the limitations of § 8 of these General Terms and Conditions of Sale and Delivery.
(3) In the event of infringements of rights by products of other manufacturers supplied by gekartel AG, gekartel AG shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the client or assign them to the client. In these cases, claims against gekartel AG shall only exist in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or has no prospect of success, for example due to insolvency.
(4) If gekartel AG designs products according to the client’s specifications or puts them into production, the client shall be liable for ensuring that the product created according to the client’s specifications does not infringe the rights of third parties (e.g. trademark rights, patents, copyrights). In this respect, the client shall indemnify gekartel AG against all claims asserted by third parties arising from an infringement of rights in this respect.
(5) Copyrights and all other intellectual property rights associated with the activities of gekartel AG, including trademarks and patents, shall remain with gekartel AG. The same applies to the provision of source code if software is provided to the client by gekartel AG as part of the contractual relationship.

§ 8 Liability for damages due to fault

(1) The liability of gekartel AG for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, shall be limited in accordance with this § 8, insofar as fault is involved in each case.
(2) gekartel AG shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and install the delivery item free of material defects in a timely manner as well as duties of advice, protection and care which are intended to enable the client to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the client’s personnel or to protect the client’s property from significant damage.
(3) Insofar as gekartel AG is liable for damages on the merits pursuant to § 8 (2), this liability shall be limited to damages which gekartel AG foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which gekartel AG should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for damage to property shall be limited to EUR 1.5 million per claim, even if this involves a breach of material contractual obligations. In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for financial loss shall be limited to EUR 150,000.00 per claim, even if this involves a breach of material contractual obligations.
(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the executive bodies, legal representatives, employees and other vicarious agents of gekartel AG.
(6) Insofar as gekartel AG provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by gekartel AG, this shall be provided free of charge and to the exclusion of any liability.
(7) The limitations of this § 8 shall not apply to the liability of gekartel AG for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

§ 9 Retention of title

(1) The retention of title agreed below serves to secure all existing current and future claims of gekartel AG against the customer arising from the supply relationship existing between the contracting parties.
(2) The goods delivered by gekartel AG to the purchaser shall remain the property of gekartel AG until all secured claims have been paid in full. The goods and the goods covered by the retention of title that take their place in accordance with this clause are hereinafter referred to as reserved goods.
(3) The purchaser shall store the reserved goods free of charge for gekartel AG.
(4) The Buyer shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realization (paragraph 9) occurs. Pledges and transfers by way of security are not permitted.
(5) If the reserved goods are processed by Buyer, it is agreed that the processing shall be carried out in the name and for the account of gekartel AG as manufacturer and that gekartel AG shall directly acquire ownership or – if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur for gekartel AG, the purchaser hereby transfers its future ownership or – in the above ratio – co-ownership of the newly created item to gekartel AG as security. If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, gekartel AG shall, insofar as the main item belongs to it, transfer co-ownership of the uniform item to the purchaser on a pro rata basis in the ratio specified in sentence 1.
(6) In the event of the resale of the reserved goods, the purchaser hereby assigns to gekartel AG by way of security the resulting claim against the purchaser – in the case of co-ownership of the reserved goods by gekartel AG in proportion to the co-ownership share. The same shall apply to other claims which take the place of the goods subject to retention of title or otherwise arise with regard to the goods subject to retention of title, such as insurance claims or claims in tort in the event of loss or destruction. gekartel AG revocably authorizes the purchaser to collect the claims assigned to gekartel AG in its own name. gekartel AG may only revoke this direct debit authorization in the event of liquidation.
(7) If third parties seize the goods subject to retention of title, in particular by attachment, the purchaser shall immediately inform them of gekartel AG’s ownership and inform gekartel AG thereof in order to enable gekartel AG to enforce its ownership rights. If the third party is not in a position to reimburse gekartel AG for the judicial or extrajudicial costs incurred in this connection, the Buyer shall be liable to gekartel AG for these costs.
(8) Upon request, gekartel AG shall release the goods subject to retention of title and the items or claims replacing them at its discretion if their value exceeds the amount of the secured claims by more than 35%.
(9) If gekartel AG withdraws from the contract in the event of breach of contract by the purchaser – in particular default of payment – (enforcement event), gekartel AG shall be entitled to demand the return of the reserved goods.

§ 10 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between gekartel AG and the Client shall be the registered office of gekartel AG. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
(2) The relationship between gekartel AG and the customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall not apply.

(3) Insofar as the contract or these General Terms and Conditions of Sale and Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery if they had been aware of the loophole.

Dresden June 2018

§ 1 Validity

(1) These General Terms and Conditions for Rental and Services shall apply exclusively and only to companies, legal entities under public law or special funds under public law as defined in Section 310 (1) of the German Civil Code (BGB). All deliveries, services and offers of gekartel AG shall be made exclusively on the basis of these Terms and Conditions of Sale and Delivery. They shall form an integral part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “Lessee” or “Customer”) for the deliveries or services offered by gekartel AG. They shall also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.
(2) Terms and conditions of the client or third parties shall not apply, even if gekartel AG does not separately object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this shall not constitute any agreement to the validity of those terms and conditions.

§ 2 Offer and conclusion of contract

(1) All offers made by gekartel AG are non-binding. Declarations aimed at the conclusion or amendment of contracts shall only become binding once gekartel AG has issued a written order confirmation.
(2) The legal relationship between gekartel AG and the client shall be governed solely by the contract concluded in writing, including these General Terms and Conditions for Rental and Services. This fully reflects all agreements between the contracting parties on the subject matter of the contract. All information (e.g. product descriptions and prices) on our website, in brochures and other advertising material about the goods we offer is non-binding.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions for Rental and Services, must be made in writing to be effective. Transmission by fax or email is sufficient to comply with the written form requirement.
(4) Information provided by gekartel AG on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose. The same applies to minor color deviations.
(5) gekartel AG reserves the right of ownership or copyright to all offers and cost estimates submitted by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the client. The customer may not make these items accessible to third parties, disclose them, use them itself or through third parties or reproduce them without the express consent of gekartel AG. At the request of gekartel AG, the customer shall return these items in full to gekartel AG and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Prices and payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be invoiced separately. The prices are quoted in EURO ex works plus packaging, statutory VAT, customs duties for export deliveries as well as fees and other public charges.

(2) Unless otherwise agreed, the prices valid at the time the contract was concluded apply. If duties or other third-party costs that are included in the agreed price change later than two months after conclusion of the contract, gekartel AG is entitled to change the price to the appropriate extent.

(3) Invoice amounts must be paid without any deductions within 10 days of delivery and invoicing, unless otherwise agreed in writing. The date of payment is determined by receipt by gekartel AG. Checks are only considered payment after they have been cashed. If the client does not pay by the due date, the outstanding amounts will be charged at 8% p.a. from the due date. a. to pay interest; The assertion of higher interest and further damages in the event of default remains unaffected.

(4) If third parties, e.g. banking institutions or other service providers, charge fees or other charges when the client pays, e.g. exchange fees, transfer fees or other transaction costs, these are borne by the client. In particular, losses resulting from payment in a foreign currency due to currency differences or fees must be paid or reimbursed by the client to gekartel AG.

(5) Offsetting against the client’s counterclaims is only permitted if the counterclaims are undisputed or have been legally established. A right of retention by the client is excluded.

(6) gekartel AG is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, gekartel AG becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the client and which prevent payment of the outstanding ones claims of gekartel AG are jeopardized by the client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

§ 4 Delivery and rental time

(1) Deadlines and dates for deliveries and services announced by gekartel AG are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier or other third party commissioned with the transport.
(2) gekartel AG can – without prejudice to the rights arising from the client’s default – demand from the client an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the client does not fulfill its contractual obligations to gekartel AG.
(3) gekartel AG is not liable for the impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of workers, energy or raw materials, difficulties in obtaining the necessary official approvals, official measures or the lack of, incorrect or late delivery from suppliers) for which gekartel AG is not responsible. If such events make gekartel AG’s delivery or service significantly more difficult or impossible and the hindrance is not only temporary, gekartel AG is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying gekartel AG in writing.
(4) gekartel AG is only entitled to make partial deliveries if:
the partial delivery can be used by the client within the scope of the contractual intended purpose,
the delivery of the remaining ordered goods is ensured and
The client will not incur any significant additional effort or additional costs as a result (unless gekartel AG agrees to assume these costs).
(5) If gekartel AG falls behind with a delivery or service or if gekartel AG is unable to provide a delivery or service for whatever reason, gekartel AG’s liability is limited to compensation in accordance with Section 8 of these General Terms and Conditions for Rental and Services.
(6) The rental period begins with the delivery or availability of the goods at the warehouse on the agreed delivery or collection date and ends with the return to the warehouse, but not before the end of the agreed rental period.
(7) If the agreed rental period is exceeded without consent, gekartel AG will charge the full amount of use for each additional day. If there is evidence of damage caused by gekartel AG’s non-agreed return delivery, the tenant must also pay compensation.

§ 5 Place of performance, shipping, insurance

(1) The place of performance for all obligations arising from the contractual relationship is the registered office of gekartel AG in Dresden, unless otherwise specified.
(2) The shipping method and packaging are subject to the dutiful discretion of gekartel AG.
(3) The shipment will only be insured by gekartel AG at the express request of the client and at his expense against theft, breakage, transport, fire and water damage or other insurable risks.

§ 6 Obligations/duty of conduct of the tenant

(1) The tenant undertakes to treat the rental equipment properly and assures gekartel AG that it will return the rented items in perfect condition and that they will only be transported, assembled and operated by appropriately trained personnel. gekartel AG’s instructions regarding rental equipment and safety regulations must be followed. Transport is at the risk of the renter, unless gekartel AG carries out the delivery itself using its own means of transport.
(2) The tenant undertakes to provide accurate and truthful information about the intended use, to protect the rental equipment from any access by third parties and to inform gekartel AG immediately by telephone and in writing if third parties should gain access. The tenant bears the costs of intervention measures to protect the ownership/possession rights of gekartel AG. The same applies to damage caused to gekartel AG due to equipment failure due to enforcement measures at the tenant’s premises.
(3) Subletting the rental equipment is only permitted with the express permission of gekartel AG
(4) Pledging or transferring rental equipment as security is prohibited. The tenant is not entitled to a right of retention, regardless of the reason.
(5) The tenant is responsible for providing the necessary power supply. The tenant is responsible for the power supply specified by gekartel AG.
(6) The acceptance of the rental equipment by the tenant is considered confirmation that it is in perfect condition and suitable for use in accordance with the contract. gekartel AG assumes no liability for any damage or associated consequences that may occur later.

§ 7 Failure of devices/damage to devices

(1) If one or more rental devices fail, the tenant must notify gekartel AG immediately. After becoming aware of this, gekartel AG will attempt to repair or replace the device(s) in question at short notice. A device that fails through no fault of your own will not be charged if gekartel AG cannot replace it. In the event of a service, gekartel AG reserves the right to charge any travel and labor costs incurred by the technician.
(2) Unauthorized repair interventions and attempts on the rental equipment are prohibited. In the event of a violation, the tenant will bear the full cost of repairs.
(3) The tenant is fully liable for all damage to the rental equipment or people caused by improper or grossly negligent handling during the rental period. This also includes damage caused by lightning, overvoltage or damage caused, for example. B. caused by third parties or customers who cannot or can no longer be identified. gekartel AG recommends taking out appropriate liability insurance.

§ 8 Liability of gekartel AG

(1) The liability of gekartel AG for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unlawful acts, is in accordance with this § 8, insofar as fault is involved restricted.
(2) gekartel AG is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a violation of essential contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item in a timely manner that is free of significant defects, as well as advice, protection and care obligations that are intended to enable the client to use the delivery item in accordance with the contract or to protect the life and limb of the client’s staff or to protect them The purpose is to protect property from significant damage.
(3) To the extent that gekartel AG is fundamentally liable for damages in accordance with Section 8 (2), this liability is limited to damages that gekartel AG foresaw as a possible consequence of a breach of contract when the contract was concluded or that gekartel AG should have foreseen if it exercised customary care. Indirect damages and consequential damages that result from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for property damage is limited to EUR 1.5 million per case of damage, even if it involves a breach of essential contractual obligations. In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for financial losses is limited to EUR 150,000.00 per case of damage, even if it involves a breach of essential contractual obligations.
(5) The above liability exclusions and limitations apply to the same extent in favor of gekartel’s bodies, legal representatives, employees and other vicarious agents.
(6)If gekartel AG provides technical information or provides advice and this information or advice does not form part of the contractually agreed scope of services owed by gekartel AG, this is done free of charge and to the exclusion of any liability.

(7) Claims for rent reductions are excluded if the tenant denies gekartel AG reasonable time and opportunity to remedy the defect(s) or if it turns out that the failure of the rental equipment, e.g. B. is due to overloading, a power failure, an inadequate power supply or due to improper intervention by the tenant or third parties.
(8) The restrictions of this § 8 do not apply to the liability of gekartel AG due to intentional behavior, for guaranteed characteristics, or due to injury to life, body or health.

§ 9 Return of rental equipment

After the renter returns the rental equipment, gekartel AG will thoroughly check it for damage within the first 5 days and report and document this in writing.

§ 10 Property

The tenant does not acquire any ownership rights to the rental equipment from gekartel AG.

§ 11 Final provisions

(1) The place of jurisdiction for all possible disputes arising from the business relationship between gekartel AG and the client is the registered office of gekartel AG. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.
(2) The relationships between gekartel AG and the client are subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.
(3) To the extent that the contract or these General Terms and Conditions of Sale and Delivery contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery are deemed to be agreed to fill these gaps if they had filled the gap in the regulations would have known.

A notice:
The client acknowledges that gekartel AG stores data from the contractual relationship in accordance with Section 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transmit the data to third parties (e.g. insurance companies) to the extent necessary for the fulfillment of the contract.

§ 1 Validity

(1) These general terms and conditions for services apply exclusively and only to companies, legal entities under public law or special funds under public law in accordance with Section 310 Paragraph 1 of the German Civil Code (BGB). All deliveries, services and offers from gekartel AG are made exclusively on the basis of these terms of service. These are part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “customer” or “client”) regarding the deliveries or services offered by gekartel AG. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again.

(2) Terms and conditions of the client or third parties do not apply, even if gekartel AG does not specifically object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Granting of License

(1)If the customer uses cloud-based software (e.g. content management system (CMS); GKT-Remote) from gekartel AG, gekartel AG grants the customer a non-exclusive, non-transferable and non-sublicensable right to use it for the duration of the contract the software for operation.

(2)The customer undertakes to use the software exclusively in accordance with the contract and neither to pass it on to third parties nor to make it accessible to third parties in any other way.

(3) The software is intended for use in conjunction with the hardware from gekartel AG. Use with hardware from third parties is permitted if gekartel AG has confirmed this in writing after prior inspection.

§ 3 Compensation; Payment terms

(1) The amount of remuneration for gekartel AG’s contractual services is agreed individually in writing in the contract with the customer. Unless otherwise stipulated, the compensation is billed monthly.

(2) The contractually agreed remuneration is due within ten working days of receipt of the invoice by the customer, unless otherwise agreed in the contract.

(3) In the event of non-payment, gekartel AG reserves the right to temporarily suspend the service until payment has been made in full. The customer can only offset their own claims that are undisputed, recognized by gekartel AG or legally established. These restrictions do not apply if the claim arises from the same contractual relationship as the claim of gekartel AG against which the claim is to be offset.

§ 4 Contract duration and termination

(1) The contract runs for an indefinite period and can be terminated by the customer with four weeks’ notice to the end of the quarter.

(2) Termination must be in writing.

(3) The right to extraordinary termination for good cause remains unaffected.

§ 5 Support

gekartel AG offers various services, the type and scope of which are individually contractually agreed between the parties.

§ 6 Requirement for use of the UI by the customer

If the customer wants to operate the user interface (UI) of gekartel AG’s cloud-based software (e.g. CMS; GKT-Remote) themselves, a Chrome-based browser is required.

§ 7 Warranty

(1) According to the current state of technology, it is not possible to exclude errors in software under all application conditions. However, gekartel AG guarantees that the software required for operation can generally be used.

(2) The information on the websites or other documents (e.g. product descriptions) only contains a non-binding description of the respective software products and does not represent any guarantees. The assurance of guarantees requires written confirmation by gekartel AG to be effective.

(3) Errors in the software and the associated documentation will be corrected by gekartel AG within a reasonable period of time and free of charge. The prerequisite for this claim to eliminate the error is that the error is reproducible. It is equivalent to eliminating the error if gekartel AG provides an alternative solution to the faulty function that allows the customer to use it in accordance with the contract.

§ 8 Liability

The following exclusions and limitations of liability apply to gekartel AG’s liability for damages, without prejudice to the other legal requirements for claims

(1) gekartel AG has unlimited liability

– in the event of intent or gross negligence,

– for injury to life, limb or health,,

– in accordance with the provisions of the Product Liability Act, as well

– within the scope of a guarantee provided by gekartel AG.

(2) In the event of a slightly negligent breach of an obligation that is essential to achieving the purpose of the contract (cardinal obligation), gekartel AG’s liability is limited to the amount of damage that is foreseeable and typical for the type of transaction in question.

(3) gekartel AG has no further liability.

(4) The above limitation of liability also applies to the personal liability of employees, representatives and bodies of gekartel AG.

(5) gekartel AG assumes no liability for the content displayed by the customer or third parties through gekartel AG’s software products.

(6) If third parties claim gekartel AG for copyright infringements through inserted or displayed content, the customer must release gekartel AG from all claims.

§ 9 Availability of the service

(1) gekartel AG provides access to the service to all customers 24 hours a day, 7 days a week. It may be necessary for gekartel AG to carry out scheduled and/or unscheduled repairs or maintenance work or to repair or upgrade the contractual software remotely. This may temporarily deteriorate the quality of the services or lead to partial or complete failure of the product. gekartel AG will endeavor to carry out such work at times that least disrupt the customer’s business operations. The customer will, if necessary, cooperate in carrying out such work. The customer therefore has no right to constant, uninterrupted accessibility of the service.

(2)To the extent that the parties have agreed on a specific availability of the services in the service description or otherwise and nothing else is stipulated, the following applies:

The availability of gekartel AG’s services is not considered to be affected if the service is provided within a reasonable framework during the maintenance times and interruptions for offline backups required for the maintenance of the system.
If interruptions occur due to force majeure or other causes for which gekartel AG is not responsible (e.g. Internet or communication network failures, power outages, storms, floods and similar events), these are not considered to be an impairment of availability.

(3) Disruptions to system availability must be reported by the customer immediately after they become known.

§ 10 Further developments/changes in performance

(1) In the course of technical progress and performance optimization after the conclusion of the contract, gekartel AG reserves the right to make further developments and changes to services (e.g. through the use of newer or different technologies, systems, processes or standards). In the event of significant changes to services, gekartel AG will notify the customer in a timely manner. If the customer suffers significant disadvantages as a result of the service changes, he or she has the right to extraordinary termination of the contract on the date of the change. Termination must be made by the customer within two weeks of receiving notification of the change in service.

(2) When providing new versions of the software, gekartel AG grants the customer the rights listed in Section 2 (1) for the respective new version.

(3) If the customer requests individual adjustments or features, gekartel AG will make the customer an offer, provided this is technically and economically feasible. It is solely at the discretion of gekartel AG to make such an offer. The customer has no right to individual adjustments.

§ 11 Confidentiality, data protection

(1) If the customer uses the cloud-based software products of gekartel AG himself via the user interface (UI), the customer has to comply with the rules and regulations of the EU General Data Protection Regulation (GDPR), in particular the principles of data minimization, data economy, purpose limitation and that Separation requirement must be observed.

(2) The contracting parties undertake to keep the knowledge gained within the scope of the subject matter of the contract – in particular technical or economic data as well as other knowledge – secret and to use it exclusively for the purposes of the subject matter of the contract.

(3) This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission of the contracting parties or must be made accessible due to a court order or a law. In the event of support for customer problems, it may become necessary to access customer records. Access can be via a web meeting with the customer or via database analysis. This access is limited to the period of the respective support measure.

(4) If personal data has to be processed as part of the subject matter of the contract, gekartel AG and the customer will comply with the statutory data protection regulations.

(5) gekartel AG informs the customer in accordance with the Federal Data Protection Act (BDSG) that the customer’s data will be stored. Details on data protection can be found in the data protection declaration at www.gekartel/data protection.

§ 12 Final provisions

(1) The place of jurisdiction for all possible disputes arising from the business relationship between gekartel AG and the customer is the registered office of gekartel AG. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

(2) German law applies to the contractual relationship between the contractual partners, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) To the extent that the contract or these General Terms and Conditions of Sale and Delivery contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery are deemed to be agreed to fill these gaps if they had filled the gap in the regulations would have known.

(4) Should individual provisions of these General Terms and Conditions be or become wholly or partially void or ineffective, this will not affect the effectiveness of the remaining provisions. Statutory law takes the place of general terms and conditions that are not included or are ineffective (Section 306 Para. 2 BGB). In addition, the parties will replace the void or ineffective provision with an effective regulation that comes as close as possible economically to it, provided that no additional contractual interpretation takes precedence or is possible.

March 2021

§ 1 Validity

(1) These terms and conditions of sale and delivery apply exclusively and only to companies, legal entities under public law or special funds under public law as defined in Section 310 Paragraph 1 of the German Civil Code (BGB), housing cooperatives and condominium companies. All deliveries, services and offers from gekartel AG are made exclusively on the basis of these sales and delivery conditions. These are part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “buyer” or “client”) regarding the deliveries or services offered by gekartel AG. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again.

(2) Terms and conditions of the client or third parties do not apply, even if gekartel AG does not specifically object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Offer and conclusion of contract

(1) All offers from gekartel AG are subject to change. Declarations aimed at concluding or changing contracts only become binding upon a written order confirmation from gekartel AG.

(2) The written contract concluded, including these General Terms and Conditions of Sale and Delivery, is the only decisive factor for the legal relationship between gekartel AG and the client. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. All information (e.g. product descriptions and prices) on our website, in brochures and other advertising material about the goods we offer is non-binding.

(3) Additions and changes to the agreements made, including these General Terms and Conditions of Sale and Delivery, must be made in writing to be effective. To ensure the written form, transmission by fax or email is sufficient.

(4) Information provided by gekartel AG on the subject of the delivery or service (e.g. weights, dimensions, usage values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximately relevant, unless the usability for the contractually intended purpose is precise agreement is required. They are not guaranteed characteristics, but rather descriptions or labels of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted as long as they do not impair the usability for the contractually intended purpose. The same applies to minor color variations.

(5) gekartel AG reserves the ownership or copyright of all offers and cost estimates it submits as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the client. The client may not make these items available to third parties as such or in terms of content, disclose them, use them or reproduce them himself or through third parties without the express consent of gekartel AG. At gekartel AG’s request, he must return these items in full and destroy any copies that may have been made if they are no longer required by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Price and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO ex works plus packaging and shipping, statutory VAT, customs duties for export deliveries as well as fees and other public charges.

(2) Unless otherwise agreed, the prices valid at the time the contract was concluded apply. If duties or other third-party costs that are included in the agreed price change later than two months after conclusion of the contract, gekartel AG is entitled to change the price to the appropriate extent.

(3) Invoice amounts must be paid without any deductions within ten working days of delivery and invoicing, unless otherwise agreed in writing. The date of payment is determined by receipt by gekartel AG. Checks are only considered payment after they have been cashed. If the client does not pay by the due date, the outstanding amounts will be charged at 8% p.a. from the due date. a. to pay interest; The assertion of higher interest and further damages in the event of default remains unaffected.

(4) If third parties, e.g. banking institutions or other service providers, charge fees or other charges when the client pays, e.g. exchange fees, transfer fees or other transaction costs, these are borne by the client. In particular, losses resulting from payment in a foreign currency due to currency differences or fees must be paid or reimbursed by the client to gekartel AG.

(5) Offsetting against the client’s counterclaims is only permitted if the counterclaims are undisputed or have been legally established. A right of retention by the client is excluded.

(6) gekartel AG is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, gekartel AG becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the client and which prevent payment of the outstanding ones claims of gekartel AG are jeopardized by the client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

§ 4 Delivery and delivery time

(1) Deliveries are made ex works.

(2) Deadlines and dates for deliveries and services announced by gekartel AG are always only approximate, unless a fixed deadline or date has been expressly promised or agreed in writing. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier or other third party commissioned with the transport.

(3) gekartel AG can – without prejudice to the rights arising from the client’s default – demand from the client an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the client does not fulfill its contractual obligations to gekartel AG.

(4) gekartel AG is not liable for the impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, defects in labor, energy or raw materials, difficulties in obtaining the necessary official approvals, official measures or the lack of, incorrect or late delivery from suppliers) for which gekartel AG is not responsible. If such events make gekartel AG’s delivery or service significantly more difficult or impossible and the hindrance is not only temporary, gekartel AG is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying gekartel AG in writing.

(5) gekartel AG is only entitled to make partial deliveries if the partial delivery can be used by the client within the scope of the contractual intended purpose, delivery of the remaining ordered goods is ensured and the client does not incur any significant additional effort or additional costs as a result (unless gekartel AG agrees to cover these costs)

(6) If gekartel AG defaults on a delivery or service or if a delivery or service becomes impossible for whatever reason, gekartel AG’s liability is limited to compensation in accordance with Section 8 of these General Terms and Conditions of Delivery.

(7) The delivery note signed (also electronically) by the client is considered confirmation of delivery.

(8) Commissioning takes place by installing the device at the intended location and successfully logging the device into the content management system (CMS).

§ 5 Place of performance, shipping, packaging, transfer of risk

(1) The place of performance for all obligations arising from the contractual relationship is the registered office of gekartel AG in Dresden, unless otherwise specified.

(2) The shipping method and packaging are subject to the dutiful discretion of gekartel AG.

(3) The risk is transferred to the client upon delivery of the delivery item. This also applies if partial deliveries are made or gekartel AG has provided other services (e.g. shipping or installation).

(4) The client shall bear storage costs due to delays in delivery for which Gekartel AG is not responsible. When stored by gekartel AG, the storage costs are 89 euros per pallet per month. We reserve the right to assert and provide evidence of additional or lower storage costs.

§ 6 Warranty, material defects

(1) The warranty period is 24 months from delivery or, if acceptance is required, from acceptance.

(2) The delivered items must be carefully examined immediately after delivery to the client or to a third party designated by the client. They are deemed to have been approved if gekartel AG has not received a written notice of defects regarding obvious defects or other defects that were recognizable during an immediate, careful inspection immediately after delivery of the delivery item, or at the latest within 5 working days after delivery. At the request of gekartel AG, the delivery item in question must be returned to gekartel AG at the customer’s expense (bring-in).

Hidden defects must be reported to gekartel AG in writing immediately after the defect is discovered or at any earlier point in time at which the defect was visible to the client during normal use of the delivery item without further inspection.

(3) In the event of material defects in the delivered items, gekartel AG is initially obliged and entitled to repair or replace the item, at its discretion within a reasonable period of time. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement delivery, the client may withdraw from the contract or reduce the purchase price appropriately.

(4) If a defect is due to the fault of gekartel AG, the client can demand compensation under the conditions specified in § 8.

(5) The warranty is void if the client changes the delivery item or has it changed by a third party without the consent of gekartel AG and this makes rectification of the defect impossible or unreasonably difficult. In any case, the client must bear the additional costs of correcting the defect resulting from the change.

(6) A delivery of used items agreed with the client in individual cases is carried out to the exclusion of any warranty for material defects.

(7) Claims for defects do not apply if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear, or if there is damage that occurs after the transfer of risk as a result of incorrect or negligent handling or excessive use.

§ 7 Property rights, exemption from third party rights

(1) In accordance with this § 7, gekartel AG guarantees that the delivery item is free of third-party industrial property rights or copyrights. Each contractual partner will immediately notify the other contractual partner in writing if claims are asserted against them due to the violation of such rights.

(2) In the event that the delivery item violates an industrial property right or copyright of a third party, gekartel AG will, at its discretion and at its own expense, modify or replace the delivery item in such a way that the rights of third parties are no longer violated, but the delivery item continues to perform the contractually agreed functions fulfilled, or provide the client with the right of use by concluding a license agreement. If gekartel AG does not succeed in doing this within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the client are subject to the restrictions of Section 8 of these General Terms and Conditions of Sale and Delivery.

(3) In the event of legal violations caused by products from other manufacturers delivered by gekartel AG, gekartel AG will, at its discretion, assert its claims against the manufacturers and sub-suppliers for the account of the client or assign them to the client. In these cases, claims against gekartel AG only exist in accordance with this § 7 if the legal enforcement of the above-mentioned claims against the manufacturers and upstream suppliers was unsuccessful or, for example due to insolvency, is hopeless.

(4) If gekartel AG designs or puts products into production according to the client’s specifications, the client is liable for ensuring that the product created according to the client’s specifications does not violate the rights of third parties (e.g. trademark rights, patents, copyrights). In this respect, the client releases gekartel AG from all claims asserted by third parties resulting from a violation of the law in this regard.

(5) Copyrights and all other intellectual property rights associated with the activities of gekartel AG, including trademarks and patents, remain with gekartel AG. The same applies to the provision of source code if software is provided by gekartel AG to the client as part of the contractual relationship.

§ 8 Liability for damages due to negligence

(1) The liability of gekartel AG for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and unlawful acts, is in accordance with this § 8, insofar as fault is involved restricted.

(2) gekartel AG is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a violation of essential contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item in a timely manner that is free of significant defects, as well as advice, protection and care obligations that are intended to enable the client to use the delivery item in accordance with the contract or to protect the life and limb of the client’s staff or to protect them The purpose is to protect property from significant damage.

(3) To the extent that gekartel AG is fundamentally liable for damages in accordance with Section 8 (2), this liability is limited to damages that gekartel AG foresaw as a possible consequence of a breach of contract when the contract was concluded or that gekartel AG should have foreseen if it exercised customary care. Indirect damages and consequential damages that result from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

(4) In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for property damage is limited to EUR 1.5 million per case of damage, even if it involves a breach of essential contractual obligations. In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for financial losses is limited to EUR 150,000.00 per case of damage, even if it involves a breach of essential contractual obligations

(5) The above liability exclusions and limitations apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of gekartel AG.

(6) If gekartel AG provides technical information or provides advice and this information or advice does not form part of the contractually agreed scope of services owed by gekartel AG, this is done free of charge and to the exclusion of any liability.

(7) The restrictions of this § 8 do not apply to the liability of gekartel AG due to intentional behavior, for guaranteed quality features, due to injury to life, body or health or under the Product Liability Act.

§ 9 Retention of title

(1) The retention of title agreed below serves to secure all existing current and future claims of gekartel AG against the client from the delivery relationship existing between the contractual partners.

(2) The goods delivered by gekartel AG to the buyer remain the property of gekartel AG until all secured claims have been paid in full. The goods and the goods that replace them under this clause and are covered by retention of title are hereinafter referred to as reserved goods.

(3) The buyer stores the reserved goods for gekartel AG free of charge.

(4) The buyer is entitled to process and sell the reserved goods in the ordinary course of business until the event of exploitation occurs (paragraph 9). Pledges and assignments as security are not permitted.

(5) If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and for the account of gekartel AG as the manufacturer and gekartel AG has direct ownership or – if the processing takes place from materials from several owners or the value of the processed item is higher than the value of the reserved goods – the co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs at gekartel AG, the buyer transfers his future ownership now or – in the above. Relationship – co-ownership of the newly created item as security to gekartel AG. If the reserved goods are combined with other items to form a uniform item or are inseparably mixed and one of the other items is to be regarded as the main item, gekartel AG, insofar as the main item belongs to it, transfers to the buyer the co-ownership of the unified item in the manner specified in sentence 1 mentioned ratio.

(6) In the event of the resale of the reserved goods, the buyer hereby assigns to gekartel AG the resulting claim against the purchaser as security, if gekartel AG co-owns the reserved goods in proportion to the co-ownership share. The same applies to other claims that replace the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims from unlawful acts in the event of loss or destruction. gekartel AG revocably authorizes the buyer to collect the claims assigned to gekartel AG in his own name. gekartel AG may only revoke this direct debit authorization in the event of exploitation.

(7) If third parties access the reserved goods, in particular through seizure, the buyer will immediately point out that they are the property of gekartel AG and inform gekartel AG of this in order to enable gekartel AG to enforce its property rights. If the third party is unable to reimburse gekartel AG for the legal or extrajudicial costs incurred in this context, the buyer is liable to gekartel AG for this.

(8) gekartel AG will release the reserved goods and the items or claims replacing them upon request at its discretion, provided their value exceeds the amount of the secured claims by more than 35%.

(9) If gekartel AG withdraws from the contract in the event of the buyer’s behavior in breach of contract – in particular late payment – (case of liquidation), gekartel AG is entitled to demand return of the reserved goods.

§ 10 Final provisions

(1) The place of jurisdiction for all possible disputes arising from the business relationship between gekartel AG and the client is the registered office of gekartel AG. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

(2) German law applies to the contractual relationship between the contractual partners, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) To the extent that the contract or these General Terms and Conditions of Sale and Delivery contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery are deemed to be agreed to fill these gaps if they had filled the gap in the regulations would have known.

(4) Should individual provisions of these General Terms and Conditions be or become wholly or partially void or ineffective, this will not affect the effectiveness of the remaining provisions. Statutory law takes the place of general terms and conditions that are not included or are ineffective (Section 306 Para. 2 BGB). In addition, the parties will replace the void or ineffective provision with an effective regulation that comes as close as possible economically to it, provided that no additional contractual interpretation takes precedence or is possible.

§ 1 Validity

(1) These general terms and conditions for rental and services apply exclusively and only to companies, legal entities under public law or special funds under public law in accordance with Section 310 Paragraph 1 of the German Civil Code (BGB). All deliveries, services and offers from gekartel AG are made exclusively on the basis of these conditions. These are part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “tenants” or “clients”) regarding the deliveries or services offered by gekartel AG. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again.

(2) Terms and conditions of the client or third parties do not apply, even if gekartel AG does not specifically object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Offer and conclusion of contract

(1) All offers from gekartel AG are subject to change. Declarations aimed at concluding or changing contracts only become binding upon a written order confirmation from gekartel AG.

(2) The written contract, including these general terms and conditions for rental and services, is the only decisive factor for the legal relationship between gekartel AG and the client. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. All information (e.g. product descriptions and prices) on our website, in brochures and other advertising material about the goods we offer is non-binding.

(3) Additions and changes to the agreements made, including these general terms and conditions for rental and services, must be in writing to be effective. To ensure the written form, transmission by fax or email is sufficient.

(4) Information provided by gekartel AG on the subject of the delivery or service (e.g. weights, dimensions, usage values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximately relevant, unless the usability is as contractually intended Purpose requires an exact match. They are not guaranteed characteristics, but rather descriptions or labels of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted as long as they do not impair the usability for the contractually intended purpose. The same applies to minor color variations.

(5) gekartel AG reserves the ownership or copyright of all offers and cost estimates submitted by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the client. The client may not make these items available to third parties as such or in terms of content, disclose them, use them or reproduce them himself or through third parties without the express consent of gekartel AG. At gekartel AG’s request, he must return these items in full and destroy any copies that may have been made if they are no longer required by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Price and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO ex works, plus statutory VAT, customs duties for export deliveries as well as fees and other public charges.

(2) Unless otherwise agreed, the prices valid at the time the contract was concluded apply. If duties or other third-party costs that are included in the agreed price change later than two months after conclusion of the contract, gekartel AG is entitled to change the price to the appropriate extent.

(3) Invoice amounts are to be paid monthly within ten working days, starting with delivery and invoicing, without any deductions, unless otherwise agreed in writing. The date of payment is determined by receipt by gekartel AG. Checks are only considered payment after they have been cashed. If the client does not pay by the due date, the outstanding amounts will be charged at 8% p.a. from the due date. a. to pay interest; The assertion of higher interest and further damages in the event of default remains unaffected.

(4) If third parties, e.g. banking institutions or other service providers, charge fees or other charges when the client pays, e.g. exchange fees, transfer fees or other transaction costs, these are borne by the client. In particular, losses resulting from payment in a foreign currency due to currency differences or fees must be paid or reimbursed by the client to gekartel AG.

(5) Offsetting against the client’s counterclaims is only permitted if the counterclaims are undisputed or have been legally established. A right of retention by the client is excluded.

(6) gekartel AG is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, gekartel AG becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the client and through which the Payment of gekartel AG’s outstanding claims by the client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies) is at risk.

§ 4 Delivery and rental time

(1) Deadlines and dates for deliveries and services announced by gekartel AG are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier or other third party commissioned with the transport.

(2) Gekartel AG can – without prejudice to the rights arising from the client’s default – demand from the client an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the client does not fulfill its contractual obligations to gekartel AG complies.

(3) gekartel AG is not liable for the impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (eg operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of workers, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the lack of, incorrect or late delivery from suppliers) for which gekartel AG is not responsible. If such events make gekartel AG’s delivery or service significantly more difficult or impossible and the hindrance is not only temporary, gekartel AG is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying gekartel AG in writing.

(4) gekartel AG is only entitled to make partial deliveries if the partial delivery can be used by the client within the scope of the contractual intended purpose, the delivery of the remaining ordered goods is ensured and the client does not incur any significant additional effort or additional costs as a result (unless: gekartel AG declares its willingness to cover these costs).

(5) If gekartel AG defaults on a delivery or service or if gekartel AG is unable to provide a delivery or service for whatever reason, gekartel AG’s liability for damages shall be in accordance with Section 9 of these General Terms and Conditions for Rental and services limited.

(6) The rental begins when the device is put into operation and ends when the agreed rental period expires. Commissioning takes place by installing the device at the intended location and successfully logging the device into the content management system (CMS).

(7) At the end of the rental period, the respective device will be deactivated in the CMS.

(8) gekartel AG will collect the devices within 8 weeks after the end of the rental period. Before the rental devices are dismantled, they are thoroughly checked for damage. If these are available, they will be reported to the tenant in writing within 10 working days.

§ 5 Place of performance, shipping, insurance

(1) The place of performance for all obligations arising from the contractual relationship is the registered office of gekartel AG in Dresden, unless otherwise specified.

(2) The shipping method and packaging are subject to the dutiful discretion of gekartel AG.

(3) The risk is transferred to the client upon delivery of the rental device. This also applies if partial deliveries are made or gekartel AG has provided other services (eg shipping or installation).

§ 6 Obligations / Duties of Conduct of the Tenant

(1) The tenant undertakes to treat the rental equipment properly and assures gekartel AG that the rented items will be returned in perfect condition. gekartel AG’s instructions regarding rental equipment and safety regulations must be followed. Transport is at the risk of the renter, unless gekartel AG carries out the delivery itself using its own means of transport.

(2) The renter undertakes to provide precise and truthful information about the intended use, to protect the rental equipment from unauthorized access by third parties and to inform gekartel AG immediately if third parties should gain unauthorized access. The tenant bears the costs of intervention measures to protect the ownership/possession rights of gekartel AG.

(3) Subletting the rental equipment is not permitted.

(4) Pledging or transferring rental equipment as security is prohibited. The tenant is not entitled to a right of retention, regardless of the reason.

§ 7 Failure of devices/damage to devices

(1) If one or more rental devices fail, the tenant must notify gekartel AG immediately. After becoming aware of this, gekartel AG will attempt to repair or replace the device(s) in question at short notice.

(2) Unauthorized repair interventions and attempts on the rental devices are prohibited. In the event of a violation, the tenant will bear the full cost of repairs.

(3) The tenant is liable in full for all damage to the rental equipment or persons caused after delivery due to improper or grossly negligent handling during the rental period. This also includes damage caused by lightning, overvoltage or damage caused, for example, by third parties or customers that cannot or can no longer be determined. gekartel AG recommends taking out appropriate liability insurance.

§ 8 Property rights, exemption from third party rights

(1) In accordance with this § 8, gekartel AG guarantees that the rental device is free of third-party industrial property rights or copyrights. Each contractual partner will immediately notify the other contractual partner in writing if claims are asserted against them due to the violation of such rights.

(2) In the event that the rental device infringes an industrial property right or copyright of a third party, gekartel AG will, at its discretion and at its own expense, modify or replace the rental device in such a way that the rights of third parties are no longer violated, but the rental device continues to be infringed fulfills contractually agreed functions, or provides the client with the right of use by concluding a license agreement. If gekartel AG does not succeed in doing this within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the client are subject to the restrictions of Section 9 of these General Terms and Conditions of Sale and Delivery.

(3) Copyrights and all other intellectual property rights associated with the activities of gekartel AG, including trademarks and patents, remain with gekartel AG. The same applies to the provision of source code if software is provided by gekartel AG to the client as part of the contractual relationship.

§ 9 Liability

(1) The liability of gekartel AG for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tortious acts, is subject to the stipulations insofar as fault is involved this § 9 restricted.

(2) gekartel AG is not liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless this involves a violation of essential contractual obligations. Essential to the contract are the obligation to deliver and install the rental device in a timely manner that is free of significant defects, as well as advisory, protection and care obligations that are intended to enable the client to use the rental device in accordance with the contract or to protect the life and limb of the client’s staff or the protection of their employees The purpose is to protect property from significant damage.

(3) To the extent that gekartel AG is fundamentally liable for damages in accordance with Section 9 (2), this liability is limited to damages that gekartel AG foresaw as a possible consequence of a breach of contract when the contract was concluded or that gekartel AG would have had if it had exercised customary care to foresee. Indirect damage and consequential damage that are the result of defects in the rental device can only be compensated if such damage is typically to be expected when the rental device is used as intended.

(4) In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for property damage is limited to EUR 1.5 million per case of damage, even if it involves a breach of essential contractual obligations. In the event of liability for simple negligence, gekartel AG’s obligation to pay compensation for financial losses is limited to EUR 150,000.00 per case of damage, even if it involves a breach of essential contractual obligations.

(5) The above liability exclusions and limitations apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of gekartel AG.

(6) If gekartel AG provides technical information or provides advice and this information or advice is not part of the contractually agreed scope of services owed by gekartel AG, this is done free of charge and to the exclusion of any liability.

(7) Claims for rent reductions are excluded if the tenant denies gekartel AG reasonable time and opportunity to remedy the defect(s) or if it turns out that the failure of the rental equipment, eg B. is due to overloading, a power failure , an inadequate power supply or due to improper intervention by the tenant or third parties.

(8) The restrictions of this § 9 do not apply to the liability of gekartel AG due to intentional behavior, for guaranteed characteristics, or due to injury to life, body or health.

§ 10 Property

The tenant does not acquire any ownership rights to the rental equipment from gekartel AG.

§ 11 Final commission

(1) The place of jurisdiction for all possible disputes arising from the business relationship between gekartel AG and the client is the registered office of gekartel AG. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

(2) German law applies to the contractual relationship between the contractual partners, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) If the contract or these General Terms and Conditions of Sale and Delivery contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery are deemed to have been agreed to fill these gaps they were aware of the loophole.

(4) Should individual provisions of these General Terms and Conditions be or become wholly or partially void or ineffective, this will not affect the effectiveness of the remaining provisions. Statutory law takes the place of general terms and conditions that are not included or are ineffective (Section 306 Para. 2 BGB). In addition, the parties will replace the void or ineffective provision with an effective regulation that comes as close as possible economically to it, provided that no additional contractual interpretation takes precedence or is possible.

§ 1 Validity

(1) These General Terms and Conditions for “Software as a Service” apply exclusively and only to companies, legal entities under public law or special funds under public law in accordance with Section 310 Paragraph 1 of the German Civil Code (BGB). All deliveries, services and offers from gekartel AG are made exclusively on the basis of these terms of service. These are part of all contracts that gekartel AG concludes with its contractual partners (hereinafter also referred to as “customer” or “client”) regarding the deliveries or services offered by gekartel AG. They also apply to all future deliveries, services or offers to the client, even if they are not separately agreed again.

(2) Terms and conditions of the client or third parties do not apply, even if gekartel AG does not specifically object to their validity in individual cases. Even if gekartel AG refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Subject of the contract

(1) gekartel AG grants the customer a non-exclusive, non-transferable and non-sublicensable right to use the software (content management system (CMS)) to operate the digital home board for the duration of the contract.

(2) The software is provided via the Internet.

(3) The customer undertakes to use the software exclusively in accordance with the contract and neither to pass it on to third parties nor to make it accessible to third parties in any other way.

(4) The software is intended exclusively for use with the gekartel AG hardware.

§ 3 Compensation; Payment terms

(1) The amount of remuneration for gekartel AG’s contractual services is agreed individually in writing in the contract with the customer. Unless otherwise stipulated, the compensation is billed monthly.

(2) The contractually agreed remuneration is due within ten working days after the digital home board is put into operation and the customer receives the invoice.

(3) Commissioning takes place by installing the device at the intended location and successfully logging the device into the content management system (CMS).

(4) In the event of non-payment, gekartel AG reserves the right to temporarily suspend the service until payment has been made in full. The customer can only offset their own claims that are undisputed, recognized by gekartel AG or legally established. These restrictions do not apply if the claim arises from the same contractual relationship as the claim of gekartel AG against which the claim is to be offset.

(5) Incomplete months will be billed pro rata.

§ 4 Contract duration and termination

(1) The maintenance contract begins when the device is put into operation.

(2) The contract has a term of 12 months and can be terminated by the customer with four weeks’ notice before the end of the contract. If the contract is not terminated on time, it will automatically be extended by 12 months. Different terms are possible, but require a separate written agreement.

(3) Termination must be in writing.

(4) The right to extraordinary termination for good cause remains unaffected.

(5) Termination leads to the deactivation of the device in the content management system and the deactivation of the content on the digital home boards at the end of the contract term.

§ 5 Support

(1) gekartel AG offers contractually agreed services, the type and scope of which are described in the individual offer to the customer.

(2) Telephone and email support for errors/malfunctions via the service hotline takes place from Monday to Friday from 9:00 am to 6:00 pm (excluding Saxon and nationwide public holidays and during gekartel AG’s shutdown from December 27th to December 31st . of the year).

§ 6 The customer’s obligation to cooperate

(1) The customer is responsible for ensuring that the technical (in particular provision of a proper power supply at the location where the digital home panel is installed and an Internet connection with sufficient bandwidth for the operation of the digital home panel) and legal requirements for the installation and operation of the digital home panel properties are fulfilled.

(2) A Chrome-based browser is required to use the software (CMS).

§ 7 Warranty

(1) Based on the current state of technology, it is not possible to exclude errors in software under all application conditions. However, gekartel AG guarantees that the software required for operation can generally be used.

(2) Errors in the software and the associated documentation will be corrected by gekartel AG free of charge within a reasonable period of time. The prerequisite for this claim to eliminate the error is that the error is reproducible. It is equivalent to eliminating the error if gekartel AG provides an alternative solution to the faulty function that allows the customer to use it in accordance with the contract.

(3) Downtimes of the system that are attributable to improper operation or treatment for which the customer is responsible, or other defects that arise from non-contractual use for which the customer is responsible, do not entitle the customer to a price reduction.

§ 8 Liability

The following exclusions and limitations of liability apply to gekartel AG’s liability for damages, without prejudice to the other legal requirements for claims:

(1) gekartel AG is liable if it is guilty of intent or gross negligence. It is only liable for simple negligence in the event of a breach of an obligation, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the customer can regularly rely (so-called cardinal obligation). Furthermore, liability for damages of any kind, regardless of the basis for the claim, including liability for negligence when concluding the contract, is excluded.

(2) If gekartel AG is liable for simple negligence in accordance with Section 8 (1), liability is limited to the damage that gekartel AG would typically have had to expect based on the circumstances known at the time the contract was concluded.

(3) The above liability exclusions and limitations apply neither if gekartel AG has assumed a guarantee for the quality of the goods nor for damages that are to be compensated under the Product Liability Act nor for damages to life, body or health.

(4) The above liability exclusions and limitations also apply in favor of the employees of gekartel AG, vicarious agents and other third parties whom gekartel AG uses to fulfill the contract.

(3) gekartel AG assumes no liability for the content entered into the CMS by the customer or third parties. The same applies to content that is displayed on the digital home board (eg news feed).

(4) If third parties claim gekartel AG for copyright infringements through inserted or displayed content, the customer must release gekartel AG from all claims.

§ 9 Availability of the service

(1) gekartel AG provides access to the service to all customers 24 hours a day and 7 days a week. However, temporary operational interruptions due to usual maintenance work, system-inherent Internet disruptions with third-party providers or third-party network operators, and in the event of force majeure are possible. The customer therefore has no right to constant, uninterrupted accessibility of the service. However, Gekartel AG guarantees an availability of at least 97%.

(2) If the parties have agreed on a specific availability of the services in the service description or otherwise and nothing else is stipulated, the following applies:

• The availability of gekartel AG’s services is not deemed to be impaired if and to the extent that the database or service is provided within a reasonable framework during the maintenance times and interruptions for offline backups required for the maintenance of the system.
• If interruptions occur due to force majeure or other causes for which gekartel AG is not responsible (eg Internet or communication network failures, power outages, storms, floods and similar events), these are not considered to be an impairment of availability.

(3) Disruptions to system availability must be reported by the customer immediately after they become known. Before reporting a fault, the customer must check his area of ​​responsibility (in particular, proper power connection, existing internet connection).

§ 10 Further developments/changes in performance

(1) In the course of technical progress and performance optimization after the conclusion of the contract, gekartel AG reserves the right to make further developments and changes to services (eg through the use of newer or different technologies, systems, processes or standards). In the event of significant changes to services, gekartel AG will notify the customer in a timely manner. If the customer suffers significant disadvantages as a result of the service changes, he or she has the right to extraordinary termination of the contract on the date of the change. Termination must be made by the customer within two weeks of receiving notification of the change in service.

(2) When providing new versions of the software, gekartel AG grants the customer the rights listed in § 2 (1) for the respective new version.

(3) If the customer requests individual adjustments or features, gekartel AG will make the customer an offer, provided this is technically and economically feasible. It is solely at the discretion of gekartel AG to make such an offer. The customer has no right to individual adjustments.

§ 11 Confidentiality, data protection

(1) When the customer uses the content management system (CMS) of gekartel AG Software, the rules and regulations of the EU General Data Protection Regulation (GDPR), in particular the principles of data minimization, data economy, purpose limitation and the separation requirement, must be observed. To ensure the legality of the Customer’s publication of personal data via the CMS, written consent from the data subjects is required. This consent must be obtained by the customer before publication.

(2) The contracting parties undertake to keep the knowledge gained within the scope of the subject matter of the contract – in particular technical or economic data and other knowledge – secret and to use it exclusively for the purposes of the subject matter of the contract.

(3) This does not apply to information that is publicly accessible or becomes publicly accessible without unauthorized action or omission of the contracting parties or must be made accessible due to a court order or a law. In the event of support for customer problems, it may become necessary to access customer records. Access can be via a web meeting with the customer or via database analysis. This access is limited to the period of the respective support measure.

(4) If personal data must be processed as part of the subject matter of the contract, gekartel AG and the customer will comply with the statutory data protection regulations.

(5) Gekartel AG informs the customer in accordance with the Federal Data Protection Act (BDSG) that the customer’s data will be stored. Details on data protection can be found in the data protection declaration at https://www.digitale-haustafel.de/datenschutz.

§ 12 Final commission

(1) The place of jurisdiction for all possible disputes arising from the business relationship between gekartel AG and the client is the registered office of gekartel AG. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

(2) German law applies to the contractual relationship between the contractual partners, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) If the contract or these General Terms and Conditions of Sale and Delivery contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery are deemed to have been agreed to fill these gaps they were aware of the loophole.

(4) Should individual provisions of these General Terms and Conditions be or become wholly or partially void or ineffective, this will not affect the effectiveness of the remaining provisions. Statutory law takes the place of general terms and conditions that are not included or are ineffective (Section 306 Para. 2 BGB). In addition, the parties will replace the void or ineffective provision with an effective regulation that comes as close as possible economically to it, provided that no additional contractual interpretation takes precedence or is possible.