General Terms and Conditions (GTC)
ERT Solutions GmbH
Effective Date: 01.09.2025
§ 1 Scope
These GTC apply to all business relations between ERT Solutions GmbH (hereinafter “Contractor”) and its
customers (hereinafter “Client”). Deviating terms and conditions of the Client only apply if expressly
confirmed in writing by the Contractor. These GTC also apply to future business relations.
§ 2 Offers and Offer Documents
Oral offers are non-binding; they become binding only by written confirmation of the Contractor. Unless
otherwise stated, offers are valid for 30 days. All documents, drawings, data, programs, and descriptions
remain the intellectual property of the Contractor; any use beyond the contractual purpose is prohibited.
The Client must check the documents for feasibility and notify the Contractor of discrepancies within 10
days.
§ 3 Contract Conclusion; Written Form
Declarations of the Contractor are only valid in writing; oral statements require written confirmation. This also
applies to amendments. Silence does not constitute consent.
§ 4 Transfer of Risk
The risk of accidental loss or deterioration passes to the Client as soon as the delivery is handed over to a
carrier or, in the case of data, when sent.
§ 5 Retention of Title
Deliveries remain property of the Contractor until full payment. In case of processing, combining, or mixing
with other items, joint ownership arises proportionally. The Client already assigns claims from resale to the
Contractor. The Client may resell in the ordinary course of business if a retention of title with its customers is
agreed. The Client may collect assigned claims as long as it duly fulfills its obligations. If securities exceed
claims by more than 10%, the Contractor shall release securities upon request. Assertion of retention of title
shall not be considered withdrawal from the contract unless expressly declared. In case of default or
insolvency, the Client must return the goods; any granted software usage rights expire.
§ 6 Tools and Aids
Tools, models, and forms produced by the Contractor remain its property. They are stored for 6 months after
acceptance without legal obligation and may then be scrapped unless otherwise agreed.
§ 7 Delivery Periods and Delay
Delivery deadlines require timely provision of all documents and payments by the Client. Otherwise, periods
extend appropriately unless delay is attributable to the Contractor. In case of delay, the Client may claim
0.5% per completed week, up to 5% of the value of the delayed performance. Further claims are excluded
except in cases of intent, gross negligence, injury to life, body, or health, or breach of essential obligations.
§ 8 Force Majeure
Force majeure or other events beyond control (e.g. operational disruptions, shortage of energy or raw
materials, strikes, lockouts, official orders) release the parties from obligations for the duration. If the
disruption exceeds 8 weeks, both parties may withdraw from the contract.
§ 9 Prices and Payment
Prices are ex works, plus VAT and additional costs. Payments are due immediately without deduction. The
Contractor may request advance payment or security in case of doubts about solvency. The Client may
only offset or retain against undisputed or legally established claims.
§ 10 Invoicing
Invoices may be sent by post or electronically. The Client consents to electronic invoicing and ensures
accessibility of the provided email address. Automated replies do not prevent delivery. Postal invoicing may
be requested.
§ 11 Acceptance
Where acceptance is required, the Client must promptly accept by written protocol. If not accepted within
14 days and no defects are notified, the service is deemed accepted. Partial acceptance may be required
for partial services. In case of acceptance delay, the Contractor may claim damages or withdraw.
§ 12 Warranty
Warranty initially consists of subsequent performance (repair or replacement). If unsuccessful, the Client may
reduce payment or withdraw. Costs increase due to relocation of the item are excluded unless consistent
with intended use. No claims exist for minor deviations or non-reproducible software errors. Guarantees
require written agreement.
§ 13 Intellectual Property Rights
The Contractor delivers free of third-party IP rights in the country of delivery. In case of justified claims, the
Contractor may obtain a license, modify, or replace the delivery. If not possible, the Client may withdraw or
reduce payment. The Client must promptly notify claims and allow the Contractor to conduct defense. No
claims exist if the Client is responsible for the infringement.
§ 14 Complaints
Defects must be reported in writing within 10 days of receipt, hidden defects within 10 days of discovery.
Otherwise, the delivery is deemed free of defects. Acceptance despite knowledge of defects is only valid
with explicit written reservation.
§ 15 Liability
Claims for damages are excluded. Exceptions: product liability, intent, gross negligence, injury to life, body,
health, or essential obligations. In such cases liability is limited to typical foreseeable damages unless intent
or gross negligence applies. Data loss claims are excluded if proper data backup would have prevented
the damage.
§ 16 Limitation Period
Warranty claims expire after 12 months, except for buildings, goods used for buildings causing defects, or
planning/supervision services for buildings (24 months). Mandatory statutory limitation rules remain
unaffected.
§ 17 Impossibility
If delivery was impossible at conclusion and Contractor is responsible, damages may be claimed up to 10%
of the unusable part. Not applicable if impossibility was unknown without negligence. Exceptions for intent,
gross negligence, and injury to life, body, or health. Withdrawal remains unaffected.
§ 18 Inventions
Inventions made during cooperation belong to the party whose employees created them. Joint inventions
will be agreed separately. Each party may waive its share in favor of the other. Intended abandonment or
transfer to third parties must be promptly notified.
§ 19 Assignment
Assignment of rights and obligations requires prior written consent of the Contractor unless mandatory law
provides otherwise.
§ 20 Applicable Law
German law applies exclusively, excluding CISG and conflict-of-law rules. Trade clauses shall be interpreted
according to Incoterms 2010 unless otherwise agreed. Import duties and all other costs are borne by the
Client.
§ 21 Place of Performance and Jurisdiction
Place of performance is the Contractor’s registered office. Exclusive jurisdiction is at the Contractor’s seat;
the Contractor may also sue at the Client’s general jurisdiction.
§ 22 Severability
If any provision is invalid or unenforceable, the remaining provisions remain valid. The invalid provision shall
be replaced by a valid one closest to the intended economic purpose.
Company Information
ERT Solutions GmbH – Registered Office: 36088 Hünfeld – Register Court: Fulda, HRB 5780 – VAT ID:
DE270881463 – Managing Director: Marc Burzlaff – Contact & Invoice Email: info@ert-solutions.com
ERT Solutions GmbH
No re-export to Russia and Belarus – clause
1. The customer/buyer may not sell, export, or re-export, directly or indirectly, into the Russian
Federation or Belarus, or for use in the Russian Federation or Belarus, any goods delivered under or in
connection with the contract concluded with ERT Solutions GmbH and falling within the scope of
Article 12g of Regulation (EU) No. 833/2014 or Article 8g of Regulation (EU) No. 765/2006.
2. The Customer/Buyer shall undertake its best efforts to ensure that the purpose of the aforementioned
regulations is not frustrated by any third parties further down the commercial/retail chain, including
by possible resellers.
3.
The customer/buyer shall establish and maintain an adequate monitoring mechanism to detect
conduct by any third parties further down the commercial/retail chain, including by possible resellers,
that would frustrate the purpose of this Agreement.
4. The customer/buyer shall immediately inform ERT Solutions GmbH of any problems in the application
of this Agreement, including any relevant activities of third parties that may frustrate the purpose of
this Agreement. The customer/buyer shall provide ERT Solutions with information on compliance with
the obligations of this agreement upon request within two weeks.
5. Any violation/breach of any of the above obligations constitutes a material breach of an essential
element of this Agreement and entitles ERT Solutions GmbH to withdraw from the contract.
6. If the customer/buyer culpably violates one of the above obligations, he is obliged to pay ERT
Solutions GmbH a penalty in an appropriate amount. The amount of the penalty is determined by
ERT Solutions GmbH at its equitable discretion and may be subject to judicial review by the
customer/buyer in the event of a dispute. Any further claim for damages to which ERT Solutions may
be entitled remains unaffected.
