1.Validity, applicability

1.1 These general terms and conditions of sale (hereinafter referred to as "VB") apply to all current and future contractual relationships between Entratek GmbH (hereinafter "Entratek") and its customers (hereinafter "Customer") with the exception of the software, data storage, maintenance, contracts relating to installation and individual advisory services.

1.2 The VB apply exclusively. Deviating, contradicting or changing regulations of the customer only become an effective part of the contractual agreement if and only to the extent that Entratek has expressly consented to the validity of these regulations in writing. This consent is required in all cases, especially in the event that Entratek provides services without reservation. In order to determine the scope of the integration of deviating, contradicting and changing regulations, the written confirmation of Entratek is decisive.

1.3 References to the validity of legal regulations are only for clarification purposes. Even without such a clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these VB.

 

2.Contract conclusion and content

2.1 Legally relevant declarations and notifications that are to be made or are made by the customer to Entratek after the conclusion of the contract (e.g. deadlines, notifications of defects, declarations of withdrawal or reduction in price) must be in writing to be effective.

 

2.2 Documents belonging to Entratek's offer such as drawings or images, the specification of technical data, references to standards and statements in advertising material only represent a guarantee or assurance for the existence of a property or quality if they are expressly designated as such.

 

3.Prices

3.1 Entratek's prices do not include the costs for freight, loading and unloading, transport, insurance, installation, assembly and commissioning. These costs are to be borne by the customer and will be billed separately by Entratek, unless this is expressly regulated otherwise in writing in the offer.

 

3.2 The prices agreed in writing between the parties apply to Entratek's prices plus the respective statutory sales tax.

 

4.Performance time

4.1 Entratek's delivery dates or deadlines are only binding if they have been agreed in writing. They are complied with if the item has been handed over to the transport person in accordance with Art. 5 of these VB by their date or expiry. Entratek is entitled to refuse the service until the customer has undertaken all cooperation actions required for the fulfillment and has made any agreed advance payments or advance payments.

 

4.2 Entratek is not liable for non-deliveries or delayed deliveries insofar as these are due to force majeure or circumstances that were unforeseeable at the time the contract was concluded and Entratek is not grossly at fault. In this case, Entratek will inform the customer about the circumstances after gaining positive knowledge and inform them of a new delivery time within a reasonable time. If the fulfillment of the contract becomes wholly or partially unreasonable or impossible for one party, it can withdraw from the contract.

 

5.Deliveries, dispatch, transfer of risk, partial delivery

Unless otherwise agreed in writing between the parties, the risk is transferred to the customer when Entratek hands over the subject of the contract to the person responsible for transporting the products to the customer (sale by mail order). If the dispatch or receipt is delayed for reasons for which Entratek is not responsible, the risk already passes upon receipt of the notification of readiness for delivery or the like. to the customer. The choice of the packaging material and the type of packaging is left to Entratek. Shipping instructions of the customer are only binding if they have been agreed in writing.

 

6.Notification of defects

The provisions of Section 377 of the German Commercial Code (HGB) apply to notifications of defects. The goods delivered by Entratek are considered approved with regard to recognizable defects and those that would be recognizable upon proper inspection, unless Entratek receives written notification of the defect no later than five (5) working days after delivery to the customer. With regard to hidden defects, the delivered goods are considered approved, unless Entratek receives written notification of the defect within five (5) working days after discovery of the defect or after the point in time at which the defect would have been discovered had the goods been used normally.

 

7.Due date and default

7.1 Entratek's invoices are due and payable immediately in the case of partial deliveries in the amount of the service provided, unless otherwise expressly agreed in writing. A shipment is only made against prepayment or cash on delivery, unless otherwise agreed in writing.

 

(a) If the customer does not pay after the due date or if he is in default of payment, Entratek is entitled to charge due date and default interest in the amount of 9% p.a. to demand above the base rate of the Deutsche Bundesbank. Further claims by Entratek remain unaffected.

 

(b) Entratek is entitled to make all claims due immediately if circumstances become known that indicate a deterioration in the customer's financial or financial situation.

 

8.Right to refuse performance, set-off

The withholding of payments against Entratek due to counterclaims or the offsetting with counterclaims is not permitted, unless the counterclaims are undisputed, legally decided or ready for a decision.

 

9.Accounting, reconciliation of accounts

Objections to billing, account statements or account reconciliations by Entratek must be made in writing within a period of three (3) weeks after receipt of the relevant document. The timely sending of the notification is sufficient. If no objection is made in due time, this is considered as approval of the settlement. If an obvious inaccuracy turns out later, in particular in the case of calculation errors, both the customer and Entratek can request the correction on the basis of legal regulations.

 

10.Reservation of title

10.1 All Entratek goods remain the property of Entratek until all current and future claims of Entratek with regard to the respective object of purchase have been met and the payment documents issued for them, including bills of acceptance and financing, have been finally redeemed.

 

10.2 The customer is entitled to dispose of the purchased goods in the ordinary course of business.

 

10.3 The retention of title also extends to the full value of the products resulting from processing and mixing or combining the goods, whereby Entratek is to be considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, Entratek acquires co-ownership in proportion to the invoice value of the processed goods.

 

10.4 The customer hereby assigns to Entratek the claims against third parties arising from resale or processing and processing in total or in the amount of any co-ownership share (Section 10.3) as security. He is authorized to collect this for the account of Entratek until revocation or until his payments to Entratek are stopped. The customer is also not authorized to assign these claims to third parties for the purpose of debt collection by way of factoring, unless the factor is also obliged to effect the consideration in the amount of Entratek's claim portion directly to Entratek as long as Entratek has claims against the customer.

 

10.5 Access by third parties to the goods and claims belonging to Entratek must be notified to Entratek in writing immediately.

10.6 Exercising the retention of title does not mean withdrawing from the contract.

10.7 If the customer is in default of payment or if he does not meet his obligations under the contract, Entratek can demand the return of the goods and, after giving written notice within a reasonable period of time, utilize the goods in the best possible way by deducting the proceeds from the sale price by direct sale or offsetting them at market or Carry out purchase values ​​minus reasonable processing costs.

 

10.8 If the value of the securities exceeds Entratek's claims by more than 20%, Entratek will release securities at Entratek's option at the customer's request.

 

11.Protection rights for development, copyright

11.1 Insofar as Entratek's service consists of advice on issuing management, in the preparation of technical solutions, Entratek reserves all rights to this.

 

11.2 All intellectual property relating to the charging stations as well as those on their own software and the possibly different usage software for the usage of the platform point of view at the Entratek. The customer is not given the right to further control intellectual rights, to change software (not even for the error correction), to change or to change or to change. The customer also does not have the right to receive the software source code. Unless it is mandatory, reverse compilation, reverse engineering and other source code derivatives of the software are not permitted.

 

11.3 Any forwarding, including for viewing, any kind of forwarding, replica (whole or heard) is examined and lost - preserving all other rights - for the surrender of what has been produced or obtained in this way. The customer is waited on request, the Entratek on the assertion of their rights. Drawings, samples, forms, etc. made by Entratek are given to Entratek on request and will in any case be demanded if Entratek does not discontinue the order.

 

12.Duty draw

12.1 The rights of the customer according to § 437 No. 1 BGB refer to the following provisions:

 

(a) For rights, for using time for using time for using time for administration for administration for administration.

 

(b) The customer has given Entratek time and has heard to give Entratek the time to undertake the Entratek after reasonable official visibility. Only in urgent cases of endangering operational safety or defense, which has not been checked whether the customer has the right to the repair that he himself has, or the reimbursement of replacement costs.

 

12.2 The other statutory rights of the customer against Entratek apply in accordance with the following provisions. Entratek is only liable in cases:

(a) willful breach of duty;

(b) Grossly negligent breach of duty by legal representatives and vicarious agents

(c) culpable injury to life, body and health

(d) Fraudulent concealment of defects or assumption of a guarantee for the quality of a delivery item

(e) culpable breach of essential contractual obligations - limited to contract-typical, reasonably foreseeable damage

(f) Insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used objects.

 

12.3 Claims for defects against Entratek expire 12 months after the transfer of risk. This does not apply to claims for defects according to §§ 438, Paragraph 1 No. 2 and § 634a, Paragraph 1 No. 2.

 

13.Place of performance, place of jurisdiction, applicable law, data protection

13.1 The place of performance for all contractual services is Schleswig-Holstein, Germany.

13.2 The exclusive place of jurisdiction for all disputes that are directly or indirectly related to the existing contractual relationship is Schlesigwig-Holstein, Germany, as far as legally permissible.

 

13.3 The law of the Federal Republic of Germany also applies in relation to foreign partners to the exclusion of international private law. The applicability of the uniform UN sales law (CISG) is expressly excluded. The prerequisites and effects of the retention of title in accordance with Section 10 above are subject to the law at the respective location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective.

 

13.4 Should any of the provisions contained in these VB be or become wholly or partially ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective or unenforceable provision will be replaced by an effective and enforceable provision whose economic success comes as close as possible to the ineffective or unenforceable provision. If the ineffectiveness or impracticability is based on a performance or time determination, the legally permissible measure closest to the regulation shall be deemed to have been agreed.

 

13.5 In connection with the processing of the order, Entratek stores personal data of business partners within the meaning of the European General Data Protection Regulation and uses it exclusively in the commercial interest. You can view the data protection declaration on the Internet at the following link http://www.entratek.de.