(1) gridX GmbH (Dennewartstraße 25, 52068 Aachen, Germany), registered with the Local Court of Aachen under HRB 20494 (hereinafter referred to as "gridX") provides services in the field of digital energy management (hereinafter referred to collectively as "gridX Services") to its partners, resellers and Users (collectively referred to as "Customer" in these GTC). Customers are natural or legal persons or partnerships with legal capacity with whom business relations are entered into and who act in the exercise of their commercial or independent professional activity. The gridX Services are the provision of energy management services as well as the sale of so-called "gridBoxes" and other hardware (hereinafter jointly referred to as "Goods").
(2) These General Terms and Conditions (hereinafter "GTC") shall apply to the provision of gridX Services and are a binding component of all contracts relating to gridX Services.
(3) Conflicting or deviating terms and conditions on the part of the Customer are expressly not recognized unless gridX expressly agrees to their validity in writing. This shall also apply if the Customer accepts an offer from gridX with reference to its own deviating contractual conditions and gridX does not object to this. Even if gridX refers to a (possibly electronic) letter that contains or refers to the terms and conditions of the Customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions. The inclusion of such terms and conditions of the Customer is hereby objected to.
(1) gridBoxes are Goods that have integrated, product-specific basic functions. Furthermore, additional function packages (the "gridBox Function Packages") can be used via an internet-based connection to an online platform operated by gridX (the "gridX platform"), provided that the gridBox was delivered with the relevant gridBox Function Package or this was booked separately by the User. The gridBox Function Packages delivered or additionally booked with a gridBox must be activated separately by the person authorized to use the respective gridBox (hereinafter referred to as the "User") by registering on the gridX platform and concluding a User contract with gridX in accordance with the applicable terms of use of gridX. The aforementioned terms of use can be accessed at any time under the following link: http://xenon.gridx.ai/
(2) gridBoxes that are already delivered by gridX with a gridBox Function Package entitle the User to register on the gridX platform and thus to use the respective gridBox Function Package. Any terms of gridBox Function Packages are determined by the pre-configurations of the respective gridBoxes, which are identified in the corresponding accompanying or purchase documents of the respective gridBoxes or framework contractual agreements. The options and conditions for booking additional gridBox Function Packages and the extension of the use of the gridBox Function Package supplied with the gridBox for a fee are determined by the applicable gridX contractual conditions.
(3) The User can extend the functional periods of activated gridBox Function Packages with gridX and book additional gridBox Function Packages for a fee. Assurances with regard to future gridBox Function Packages, their offer, availability and conditions are expressly not made by gridX.
(4) The activation and use of the function packages may be associated with additional third-party fees for the User, in particular costs for Internet connection and data transfer.
(5) If the Customer resells gridBoxes to third parties or otherwise makes them available to third parties, he shall explicitly inform them about the available function packages and the possibility of using them in accordance with the above paragraphs.
(1) The properties of the gridX Services result from the respective service or property descriptions of gridX. In addition, assurances regarding the gridX Services are only binding if they have been expressly confirmed by gridX to the Customer in the contract. Any statements made or information provided by gridX or its employees to the Customer or in public (e.g. in product catalogs or on the Internet) prior to the conclusion of the contract shall expressly not constitute any kind of binding promise of services or properties, unless they have been expressly included by gridX in contractual agreements between the parties.
(2) Information provided by gridX on the subject matter of deliveries and product characteristics (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of Goods (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 Goods. Deviations that are customary in the trade 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.
(3) Guarantees with regard to gridX Services shall only and exclusively exist if and insofar as gridX expressly issues a guarantee declaration in text or written form within the framework contract.
(1) The gridX Services, in particular the gridBoxes including the respective activated function packages, are exclusively intended for use within the areas of application specified in the respective service description. The following applies: Suitability for areas of use only means that the gridX service can be used functionally in this area, but not a guarantee with regard to the fulfillment of regulatory requirements or the guarantee of certain specifications, unless these are expressly regulated by contract.
(2) gridX Services offer functional and qualitative added value for Customers and Users. However, their functioning depends on many factors including data transmissions and third-party systems. The Customer shall take this into account when using gridX Services and in particular ensure that:
a) systems and devices controlled or monitored with the aid of gridX Services have protective functions that protect the systems and devices from damage in the event of incorrect operation via the aforementioned gridX components;
b) circuits to which gridBoxes or devices or systems controlled by gridBoxes are connected are protected by appropriate fuses against damage in the event of control errors or device failure.
(3) The Customer is responsible for ensuring the compatibility of gridX Services with third-party systems and devices, unless gridX has expressly guaranteed this in the contract.
(4) The Customer shall be responsible for obtaining the regulatory, administrative and/or other approvals, permits or rights required for the use and utilization of the gridX Services and all their components by him and shall ensure that these are maintained for the entire period of use of the gridX Services. If these are not available or do not apply, the Customer cannot derive any rights against gridX from this. Furthermore, the Customer shall ensure that the use of the gridX Services by him is carried out in compliance with the applicable laws as well as the regulatory, administrative and/or other requirements (including fire protection), permits and authorizations.
(1) Deadlines and dates for deliveries promised by gridX are always only approximate, 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 the transportation.
(2) gridX shall not be liable for impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials, raw materials or energy, transport delays, strikes, energy or raw materials, official measures or the lack of, incorrect or untimely delivery by suppliers) for which gridX is not responsible. If such events make the delivery significantly more difficult or impossible for gridX and the hindrance is not only of a temporary nature, gridX is entitled to withdraw from the affected contract. In case of hindrances of temporary duration, the delivery periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the Customer cannot reasonably be expected to accept the delivery as a result of the delay, he may withdraw from the purchase of the affected Goods by immediate written declaration to gridX.
(3) The risk shall pass to the Customer at the latest when the Goods are handed over (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. If dispatch or handover is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer from the day on which the Goods are ready for dispatch and gridX has notified the Customer of this.
(4) The Goods shall only be insured against transport damage at the express request of and at the expense of the Customer notified prior to shipment.
(5) Deliveries by gridX are subject to the proviso that there are no obstacles to performance due to national or international regulations, in particular export control regulations and embargoes or other sanctions.
(6) The Customer shall procure the import license as well as all permits, authorizations or other necessary documents required in connection with the import into the country of use and possible transport via third countries. All costs, customs duties or fees etc. incurred in connection with the export and import of the Goods and other gridX Services shall be borne by the Customer.
(7) If the Customer transfers Goods abroad, he is responsible for complying with all relevant legal framework conditions, in particular with regard to import and export restrictions and export licenses, and for paying duties.
(1) The Customer is obliged to check the type, quantity and condition of the delivered Goods immediately upon receipt. Obvious defects must be reported immediately in writing, at the latest within a period of 5 (five) working days (all days except Saturdays, Sundays and national holidays). In all cases, receipt of the notice of defects by gridX shall be decisive. Otherwise, the provision of § 377 HGB shall apply.
(2) If a defect becomes apparent later that cannot be detected by the inspection according to paragraph (1) upon receipt of the Goods (hidden defect), the Customer is obliged to notify
gridX in writing (e-mail is sufficient) immediately after its discovery. In the case of material defects, this shall be done with a detailed description of the time of occurrence of the defects and the more detailed circumstances so that gridX can reproduce, analyze and remedy them if possible.
(3) gridX shall not be liable for damages resulting from delayed notification of defects. Claims for damages due to intentional behavior of gridX or due to the Product Liability Act remain unaffected.
Insofar as gridX Services are subject to statutory warranty rights (hereinafter "warranty items"), the following shall apply:
(1) The warranty period is limited to 1 (one) year from the start of the statutory limitation period. This does not apply to liability due to intent or gross negligence or to claims due to injury to life, limb and health and claims under the Product Liability Act.
(2) For material defects or defects of title, gridX shall provide warranty at its discretion by repair or replacement free of charge. Defects shall be remedied as far as possible by remote maintenance via the Internet. In this context, gridX is free to remedy software defects also by replacement deliveries, updates and technical software workaround solutions, provided that this does not cause unreasonable disadvantages for the Customer. The prerequisite for the proper fulfillment of gridX's warranty obligations is that the Customer informs gridX
a) names the devices that are connected to the affected gridBox and
b) grants the access rights necessary for the fulfillment of gridX's performance and warranty obligations. In particular, the Customer shall grant gridX access to defective gridBoxes or other Goods delivered by gridX upon request.
(3) Insofar as the Customer has made changes to the warranty items provided or delivered to him for which he was not authorized or has otherwise used the warranty items beyond the intended use, warranty rights to the warranty items concerned against gridX are excluded, unless the Customer proves that the alleged defect is not related to the unauthorized modification or improper use.
(1) gridX shall be liable, irrespective of the legal grounds, exclusively in accordance with the following provisions.
a) gridX shall only be liable for intent and gross negligence. For slight negligence, gridX shall only be liable in the event of a breach of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the Customer may regularly rely (cardinal obligation). gridX shall only be liable for foreseeable damages, the occurrence of which must typically be expected. This also applies to lost profits and lost savings. Liability for other remote consequential damages is excluded. The parties agree that the liability of gridX in the event of a breach of essential contractual obligations shall be limited to a total of 50% of the fees paid by the Customer to gridX in the 6 months prior to the occurrence of the claim giving rise to liability.
b) The limitation of gridX's liability shall not apply in the event of injury to life, limb and/or health and in the event of liability under the Product Liability Act.
c) Furthermore, gridX shall not be liable for disruptions and loss of quality of data transmission on the Internet for which gridX is not responsible and which impede or prevent the use of functions of web-based services and other Internet-based services.
d) Insofar as the liability of gridX is excluded or limited, this shall also apply to the liability of the employees, other staff, representatives and vicarious agents of gridX.
(2) Neither party shall be liable for events of force majeure which render the contractual services impossible or which significantly impede or temporarily hinder the proper performance of the contract. Force majeure shall include all circumstances that are independent of the will and influence of the contracting parties, such as terrorist attacks, embargo, confiscation, natural
disasters, strikes, decisions by authorities, including decisions in connection with epidemics, or other serious and unforeseeable circumstances for which the contracting parties are not responsible. A circumstance shall only be considered force majeure if it occurred after the conclusion of the respective contract.
(1) All prices stated in the contract and offer documents, order confirmations and invoices of gridX are net prices plus the statutory value added tax applicable at the time of invoicing.
(2) Invoices are due for payment within 15 (fifteen) days without deduction, unless otherwise stated on the invoice. The deduction of a discount requires prior written agreement. The timeliness of payments shall be determined by their receipt in full in the gridX account.
(3) In the event of default of payment, gridX may charge default interest in accordance with § 288 paragraph (2) BGB. The further rights of gridX shall remain unaffected.
(1) gridX shall retain title to the Goods delivered by gridX ("reserved Goods") until full payment of the remuneration to be paid for the respective Goods (retention of title).
(2) The Customer shall store the reserved Goods free of charge for gridX for the duration of the retention of title.
(3) The Customer is entitled to process and sell the Goods subject to retention of title in the ordinary course of business until the event of realization (paragraph 7) occurs. Pledges and transfers by way of security are not permitted.
(4) The Customer may use the reserved Goods and resell them in the ordinary course of business as long as he is not in default of payment. In the event of the resale of the reserved Goods, the Customer hereby assigns the resulting claim against the purchaser to gridX by way of security. The same shall apply to other claims that take the place of the reserved Goods. gridX revocably authorizes the Customer to collect the claims assigned to gridX in its own name. gridX may only revoke this direct debit authorization in the event of liquidation (paragraph 7). In this case, gridX shall be authorized to collect the payment claims directly from the third party.
(5) Any processing or transformation of the reserved Goods by the Customer shall always be carried out for gridX. If the reserved Goods are processed with other items that do not belong to gridX, gridX shall acquire co-ownership of the new item in the ratio of the value of the reserved Goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the reserved Goods. If the reserved Goods are inseparably combined or mixed with other items not belonging to gridX, gridX shall acquire co-ownership of the new item in the ratio of the value of the reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the reserved Goods are combined or mixed in such a way that the Customer's item is to be regarded as the main item, the Customer and gridX hereby agree that the Customer shall transfer co-ownership of this item to gridX on a pro rata basis. gridX accepts this transfer. The Customer shall keep the resulting sole ownership or co-ownership of an item for gridX.
(6) If third parties seize Goods subject to retention of title, in particular through seizure, the Customer shall immediately inform them of gridX's ownership and inform gridX thereof. If the third party is not in a position to reimburse gridX for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable for this.
(7) In the event of a breach of contract by the Customer - in particular default of payment - (realization event), gridX shall be entitled, without prejudice to its other rights, to demand the return of the respective reserved Goods and to deactivate them. If gridX takes back the Goods after requesting their return, this shall not automatically be understood as a withdrawal from the contract. The Customer shall remain obliged to fulfill his contractual obligations. After taking back the Goods subject to retention of title, gridX shall be authorized to utilize them, whereby the proceeds shall be offset against the Customer's liabilities. In the event of utilization, the Customer shall inform gridX to whom he has resold the delivered and not yet fully paid reserved Goods or by whom reserved Goods have been transformed into a new item.
(8) If the Customer so requests, gridX shall be obliged to release the securities to the extent that their realizable value exceeds the value of the outstanding claims of gridX against the Customer by more than 10%. gridX may, however, select the securities to be released.
(1) The services via the gridX platform are provided on a SaaS basis. The Customer only receives a simple right to use the software on the gridX platform for a limited term. gridX claims the exclusive rights to the gridX platform as the database manufacturer. By using the gridX platform, the Customer fully recognizes the rights of gridX as database manufacturer.
(2) With a gridBox, the Customer acquires a simple right to use the software integrated in a gridBox for an unlimited period of time. Decompilation is only permitted if the legal requirements are met.
The Customer may only offset undisputed or legally established claims against gridX's claims against the Customer. This shall not apply to claims that are in a reciprocal relationship within the framework of contracts concluded between the parties.
Any transfer or assignment of rights or obligations arising from contractual relationships between the parties requires the prior written consent of the other party.
(1) Unless the parties have expressly agreed otherwise, these GTC and all individual contracts shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The courts at the registered office of gridX (currently Aachen) shall have exclusive jurisdiction for all disputes arising from or in connection with these GTC and the individual contracts between the parties, to the extent permitted by law.
(3) Should individual provisions of these GTC or other individual contracts be invalid or unenforceable in whole or in part or become invalid or unenforceable after conclusion of the contract, the validity of the remaining provisions shall remain unaffected. Instead, the parties shall work towards agreeing a replacement provision that comes as close as possible to the invalid or unenforceable provision in a legally permissible and economic manner. The above provisions shall apply accordingly in the event that these GTC or other individual contracts prove to be incomplete.
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