general terms and conditions

General Terms of Sale
of GOVECS GmbH

I. Scope of Agreement

  1. Supplies and services provided by GOVECS GMBH shall be executed exclusively on the basis of these General Conditions of Sale. They form an integral part of all contracts and shall also apply to all future business transactions, even where they are not explicitly reiterated.
  2. Any general conditions of purchase or terms of business on the part of Buyer are disallowed and herewith expressly rejected. The acceptance of an order or silence on the part of GOVECS GMBH cannot be taken to imply GOVECS GMBH´s consent to any deviating conditions of purchase or terms of business.
  3. Any modifications or amendments to the contract shall be made in writing in order to become effective. This also applies to the modification or cancellation of the aforementioned clause regarding the written form.
  4. Should one of the provisions of these General Conditions of Sale or a part of this provision become invalid or prove to be unenforceable, or should a gap in the regulations become apparent and require filling, this does not affect the validity of the other provisions of these General Conditions of Sale. Any invalid provision of these General Conditions of Sale shall be replaced by a new provision that approaches as closely as possible the legal and commercial content of the invalid provision. The parties shall proceed in the same way in order to close any gap in the provisions that requires filling.

II. Offers

  1. The offers submitted by GOVECS GMBH are without obligation.
  2. The contract becomes effective upon GOVECS GMBH submitting an order confirmation in writing. The Buyer is bound by the order until receipt of a relevant response from GOVECS GMBH, but no longer than for a period of four weeks from the date of receipt of the order.

III. Prices

  1. The agreed prices are binding for three months from the date of concluding this Agreement. If delivery has not taken place within three months of concluding the contract, any interim increases in the acquisition costs shall accordingly entitle GOVECS GMBH to adjust its prices in proportion to the additional expenditures and to add reasonable surcharges to the original calculations. The Buyer is entitled to withdraw from the contract if these surcharges amount to more than 5% of the original total net value of the order.
  2. Unless any other arrangements have been made, all prices are understood to be exclusive of packaging, transport and insurance costs in the case of free delivery.
  3. Alternatively, the prices may be calculated as follows. The respective applicable alternative shall be checkmarked by GOVECS GMBH: 
  • The Buyer is invoiced for the total price, covering the value of the goods and the applicable licensing fees. 
  • The price covers the value of the goods only. The applicable licensing fees shall be charged to the Buyer in a separate invoice.

IV. Terms of Payment

  1. All of GOVECS GMBH´s charges are payable on delivery or, if the consignment is to be collected, upon notification that the goods are ready for shipment.
  2. The Buyer shall effect the required payments immediately upon receipt of the invoice, by the date specified in the invoice. If payment is to be by credit transfer, remittance is regarded as having been effected in time only if the due amount has been credited to GOVECS GMBH's account by the date specified in the invoice.
  3. If the Buyer is in default of payment, in whole or in part, it shall be charged 12% interest p.a. on arrears, payable as a lump sum, unless the buyer can prove that little or no damage has been incurred (by the delay). It shall in any case be liable to pay the statutory interest on default amounting to a minimum of 8 percentage points above the basic interest rate. GOVECS GMBH reserves the right to produce evidence of any higher damage. In the event of a serious decline in the Buyer's financial circumstances or information to this effect being spread following the negotiation of the contract, in particular if the Buyer discontinues its payments or if enforcement proceedings are filed against it which are not lifted within a period of 2 weeks, GOVECS GMBH is entitled to request advance payment or a surety of the Buyer's choice before executing any further deliveries. In this case GOVECS GMBH shall also have the right to terminate the contract.

V. Delivery

  1. Upon shipment of the goods from the warehouse or upon notification that the goods are ready for despatch by the agreed date the risk is transferred to the Buyer.
  2. GOVECS GMBH expressly reserves the right to execute delivery of the correct goods on schedule by its own means.
  3. GOVECS GMBH is entitled to execute delivery of partial consignments.
  4. In so far as the Buyer is in default of acceptance, GOVECS GMBH shall have the right to store the goods according to its own best judgement and at the expense and risk of the contracting partner, to initiate any measures that would seem appropriate to preserve the goods and to invoice the goods as having been delivered. This shall not affect any other legal rights pertaining to default of acceptance.
  5. GOVECS GMBH shall choose the shipping route, the means of transport and the forwarding agent according to its best judgement.

VI. Reservation of ownership

  1. GOVECS GMBH reserves the proprietary right to all goods supplied until all current and future receivables arising from the business dealings with the Buyer have been paid in full. This also applies if individual charges or the total charges have been entered collectively on to a pending invoice, the balance has been struck and the statement of account has been accepted.
  2. The Buyer is obliged to store the goods separately and professionally for the duration of the reservation of ownership. GOVECS GMBH must be notified without delay of any damage to or loss of the reserved goods.
  3. The Buyer may dispose of the goods only in the ordinary course of business, having previously assigned to GOVECS GMBH the claims it has on its customers from the sale of the goods. GOVECS GMBH shall accept the assignation. The Buyer is prohibited from disposing of the goods to customers who rule out an assignment of accounts receivable or make it subject to their approval. Besides GOVECS GMBH, the Buyer is also authorised to recover the assigned claims. At GOVECS GMBH's request, the Buyer has to inform its customers of the assignation arrangements.
  4. If the Buyer is in default as regards fulfilling his payment obligations to GOVECS GMBH, or in the event of a decline in the Buyer's financial circumstances, as described in Point IV, No. 4, the authority to dispose of the reserved goods and the authorisation to recover the claims assigned to GOVECS GMBH become extinct. In addition, GOVECS GMBH shall have the right to request that the reserved goods be handed over. Taking back the reserved goods does not constitute a withdrawal from the contract.
  5. In so far as the value of the reserved goods exceeds the amount of the claims to be recovered by more than 20%, GOVECS GMBH shall, at the Buyer's request, release sureties accordingly.
  6. In the event of the supplied goods being joined or mingled according to §§ 947, 948 of the German Civil Code (BGB) and/or processed according to § 950 of the German Civil Code (BGB), the right of reservation is extended to cover the newly formed product. If the newly formed product is composed of goods from various suppliers, which were likewise supplied under an extended proprietary right, GOVECS GMBH will become joint owner of the newly formed product in proportion to the share of goods supplied by GOVECS GMBH.

VII. Guarantees

  1. If the supplied goods show signs of defects, these will be rectified by GOVECS GMBH within the one year period of guarantee, or two years if the Buyer is a consumer, from the date the goods were delivered, following the Buyer's notification to this effect. It shall be left to the discretion of GOVECS GMBH whether it rectifies the defects by remedying them free of charge or by sending a replacement.
  2. If the defect cannot be rectified within a reasonable period of time or if the repair work or the replacement is twice deemed to be a failure for any other reasons, the Buyer shall have the right to request either a discount in the price (reduction) or an overturning of the contract (withdrawal). Claims for damages and compensation of expenses remain unaffected, provided they are not ruled out pursuant to Clause IX.

VIII. Inspection and notification requirement/Recourse of the Buyer

  1. The Buyer is obliged to inspect the goods for visible defects immediately upon delivery. In particular, the Buyer has to check the goods for transport and packaging damage.
  2. GOVECS GMBH must be notified immediately of any obvious defects, especially considerable, readily visible damage to the goods, giving exact details of the alleged defect.
  3. GOVECS GMBH must be notified of any hidden defects within two weeks of the defect being noticed by the Buyer, giving exact details of the alleged defect.
  4. In the event of failure to comply with the Buyer's obligation to inspection and notification, the goods shall be regarded as having been accepted with respect to the relevant defect.
  5. The Buyer cannot request compensation from GOVECS GMBH for expenses incurred to itself or its customers in respect of their relations with the consumer, unless it can prove that the goods were already defective at the time of the passing of risks in accordance with Clause V. No.1.

IX. Liability

  1. GOVECS GMBH is fully liable for claims pursuant to the law governing product liability.
  2. GOVECS GMBH also has unlimited liability for claims for damages resulting from life-threatening injuries, (grievous) bodily harm and endangering a person's health. This also applies to liability on the part of its legal representatives and vicarious agents.
  3. Beyond this, GOVECS GMBH is liable, regardless of the legal grounds, only for intent and gross negligence, including those of its legal representatives and vicarious agents. In the event of a breach of obligation the adherence to which is of particular significance for realising the purpose of the contract, GOVECS GMBH is also liable for slight negligence. However, in this case the liability is restricted to standard foreseeable damages.
  4. GOVECS GMBH has no other liabilities over and above those mentioned above.

X. Miscellaneous

  1. The Buyer is prohibited from balancing accounts with counterclaims or exercising its right of retention, unless the claims involved are not disputed by GOVECS GMBH or legally effective claims.
  2. The taking effect of the assigning or pledging of claims on GOVECS GMBH by the Buyer requires GOVECS GMBH's written approval. Consent may be refused without stating any reason.

XI. Place of performance/Place of venue/Applicable law

  1. The place of performance for all mutual obligations arising from the business relationship is the company Headquarters of GOVECS GMBH.
  2. Munich is the sole place of venue for all disputes between the parties, regardless of the legal grounds, provided the Buyer is a business person, a corporate entity of public law or a separate estate/special fund under public law or who has no general place of venue in Germany.
  3. The law of the Federal Republic of Germany is applicable, under exclusion of the UN Sales Convention.