Imprint

Goldhofer Aktiengesellschaft 
Donaustrasse 95 
87700 Memmingen/Germany
Phone: +49 8331 15-0 
Fax: +49 8331 239 
eMail: info@goldhofer.com
Web: www.goldhofer.com 

Management board members:
Matthias Ruppel (CEO), Florian Werner
Chairman of the supervisory board:
Hans-Joachim Boekstegers

Headquarters and register court: Memmingen
HRB 21390
Tax code: 138/115/50749 
VAT number: DE145353101

Responsible according to § 5 DDG:
Thomas Ott
Marketing Communications
(address see above)

Technical implementation of the website:
mpunkt GmbH - digital experts
www.mpunkt.com

 

1. Scope of application
1.1. These General Terms & Conditions (Sale) (hereinafter “GTC”) govern all business relations between Goldhofer Aktiengesellschaft (hereinafter “Goldhofer”) and the Customer. The GTC only apply if the Customer is a merchant (§ 14 of the Civil Code (Bürgerliches Gesetzbuch - BGB)), a legal entity under public law or a public-law special fund within the meaning of § 310 (1) sentence 1 of the Civil Code. All of Goldhofer’s offers are addressed only to businesses (commercial or independently operating users) and/or dealers. The Seller does not enter into agreements with consumers within the meaning of § 13 of the Civil Code.
1.2. The GTC apply exclusively, and the Customer’s deviating, opposing or supplementary general terms and conditions, if any, do not apply even if Goldhofer does not specifically object to their applicability on a case-by-case basis.
1.3. The Customer may purchase Goldhofer’s products as well as GOLDHOFER >>LINK<< Services (hereinafter “Objects of Purchase”) using different distribution channels: on the one hand, by entering into a contract on Goldhofer’s Internet page www.e-shop.goldhofer.com (hereinafter referred to as “Online Shop”), and on the other, by way of any and all of the contracts entered into by Goldhofer and the Customer by other means through Goldhofer’s staff authorized to effect closings (hereinafter referred to as “Closing Outside Online Shop”). The GTC apply to all closings.
1.4. Individual contracts entered into with the Customer on a case-by-case basis invariably take precedence over the GTC, and the terms of such contracts are set forth in a written agreement or written confirmation by Goldhofer.
1.5. Goldhofer reserves the right to change these GTC whenever there is sufficient reason to do so. Specifically, changes to applicable law, to the case law of the highest court or to market conditions are to be deemed sufficient for such purpose. Goldhofer will inform the Customer of any change by stating the reasons in text form at least six weeks prior to the intended effective date. The Customer may object to the new terms up until two weeks before the effective date. If it does not object, it is deemed to have consented. In the event of the Customer’s objection, Goldhofer may, at its option, determine whether the contract should be continued subject to the previous terms or terminated upon the effective date of the new ones. 
1.6. Incoterms®, as referenced in these GTC, apply as amended.
2. Closing Outside Online Shop
2.1. All of Goldhofer’s offers outside of the Online Shop are subject to change and non-binding unless specifically designated as binding in nature. 
2.2. To submit an offer for a Closing Outside Online Shop, the Customer transmits an order to Goldhofer in text form, at a minimum. 
2.3. The Customer is bound by its order for a period of four weeks, such period to be shortened to two weeks for Objects of Purchaser that Goldhofer has “in stock.” The purchase agreement is deemed to have been executed if Goldhofer confirms the order or effects delivery within the applicable period [in text form, at a minimum] (order confirmation).
3. Closing in Online Shop 
3.1. As a rule, the products’ representation in the Online Shop amounts to legally non-binding offers and serve the purpose of soliciting an offer (invitatio ad offerendum).
3.2. Use of Online Shop
For the use of the Online Shop (i.e., to complete orders), Goldhofer provides the Customer with a customer account, which the Customer must then use to set up separate user accounts for any staff authorized to complete orders in Goldhofer’s Online Shop. In the registration form, the Customer enters its name and address, along with the personal data of its staff authorized to complete orders with Goldhofer (hereinafter also referred to as “Users”), including first and last names, email address and telephone number. Finally, log-in data is to be provided – i.e., a log-in email address as well as a password selected by the Customer (hereinafter also referred to as “Log-In Data”).
A confirmation email containing an activation link is then sent to the Customer’s staff. The registration process is complete once such activation link found in the confirmation email has been clicked, which enables Users to log in using their Log-In Data.
When registering, the Customer is obligated to provide accurate and complete information for itself as well as any User, and it will communicate any changes to such information without delay. Only the Customer bears liability for inaccurate information and the resulting consequences. As a rule, user accounts are reserved for use by authorized staff, and the Customer must procure that neither the accounts nor the Log-In Data are put to unauthorized use.
The Customer will further procure that Log-In Data is held in confidence. In the event that the Customer or a User learns of any instance of unauthorized use of Log-In Data, they must promptly notify Goldhofer, which in such cases may block access to the Customer account. To regain access, the Customer must submit a written application.
3.3. The Online Shop provides for an electronic order process for the submission of an offer to close, under which the Customer selects products from Goldhofer’s Objects of Purchase and gathers them in a so-called shopping cart by clicking on the button “Add to Cart.” Activating the button “Place Order” conveys a legally binding offer to enter into a purchase agreement for the products in the shopping cart. Prior to finalizing the order, the Customer may view and change the data at any time. However, the offer may only be submitted and communicated once the Customer has accepted these GTC by clicking on the button “To finalize your order, you must approve our GTC,” thereby incorporating the terms into its offer.
The Seller then sends the Customer an automatic email confirming receipt and detailing the Customer’s order, which the Customer may print using the “Print” function.
The purchase agreement is not already entered into upon the delivery of the confirmation of receipt; such confirmation merely documents Goldhofer’s receipt of the Customer’s offer. Instead, the transaction becomes binding upon Goldhofer’s dispatch of a confirmation of the contract by email (order confirmation) or the products’ delivery. The Seller is entitled to accept the offer to close inherent in the offer within three business days. In the event that Goldhofer declines the offer to close, or if it fails to accept it within three business days, no contract is concluded. 
4. Transfer of Customer’s rights
The transfer of the Customer’s rights under the contract is subject to Goldhofer’s written consent.
5. Prices
5.1. The price of the Object of Purchase is stated net ex works (EXW Incoterms®) and does not include statutory sales tax, if applicable, packaging, customs duties (for exports) as well as fees or other public dues.
5.2. For orders placed in the Online Shop, any applicable delivery and shipment costs are represented as flat shipping rates, which can be viewed by clicking on the note “Plus Shipping” found directly in the offer, and are further displayed as part of the electronic order process. Packaging costs are already included in the flat shipping rate displayed. By contrast, custom duties (for exports) as well as fees and other public dues are not included therein and are stated separately as applicable. 
5.3. The Customer is obligated to produce for Goldhofer such records as may be necessary to establish that deliveries are exempt from sales tax, and provide any related assistance (entry certificate or equivalent).
6. Payment and security
6.1. For Closings Outside Online Shop, the purchase price as well as payments for ancillary services (total price) are due and payable immediately upon delivery and/or acceptance and invoice receipt. The Seller is entitled to insist on advance payment in an adequate amount, and it need not complete the order prior to receiving such payment. Any agreed deadline for completion is postponed by the span of time until receipt thereof. In cases of orders placed by Customers domiciled or with registered offices abroad, and whenever there is reason to suspect a risk of non-payment, however, Goldhofer reserves the right, even in the context of an ongoing business relationship, to effect full or partial delivery only against advance payment in full. The Seller will communicate such reservation with its order confirmation, at the latest, and full payment in advance is then required before delivery is made. For this purpose, money orders, bills of exchange and checks are accepted only conditionally and against reimbursement of all related expenses.
6.2. For closings in the Online Shop, the Customer may pay the purchase price plus flat shipping rate (total price) on account, by credit card, in advance or cash on delivery, although Goldhofer reserves the right to rule out certain means of payment. To such extent, some methods of payment may be separately agreed or ruled out in coordination with the Customer. If payment is made by credit card, the account is typically debited within 72 hours of order completion. When payment is offered in advance, the Customer will be provided with Goldhofer’s account information as part of the request for payment.
6.3. The Customer may adjust Goldhofer’s claims by its own claims only if and to the extent that such counter-claims are undisputed or have been effectively established; it may assert a right of retention only insofar as it is based on claims from the same contractual relationship and the claim in question is undisputed or has been effectively established.
6.4. At the time of or following the closing, Goldhofer may demand that the Customer provide adequate security (e.g., downpayment, bank guarantee, confirmation of financing, leasing agreement) for the purchase price.
6.5. In the event that no security has been provided within ten days of Goldhofer’s demand, the deadlines according to items 7.2, 7.3 of the GTC are moved accordingly by the duration of such delay.
7. Delivery, default in delivery and availability of goods
7.1. The Seller will provide Objects of Purchase for pick-up at its plant (EXW Incoterms®).
7.2. For Closings Outside Online Shop, delivery dates and deadlines are set in text form, at a minimum, and may be agreed to be binding or non-binding in nature. A delivery period commences upon the closing. Delivery dates and deadlines are deemed to have been observed so long as the notification signaling readiness for shipment is issued in time. In the event that the Customer fails to supply the information needed to complete the order, any applicable delivery date or deadline is moved or extended by an adequate span of time. 
7.3. For closings in the Online Shop, the Objects of Purchase are not supplied until after the purchase price has been paid, except for orders subject to cash on delivery. In the event that cash on delivery has been agreed for payment, the Objects of Purchase are provided within three business days of the closing. Insofar as the parties hereto have arranged for delivery of the Objects of Purchase, Goldhofer will typically ship them within three business days of its receipt of payment, at the latest, except for orders subject to cash on delivery, unless the product description indicates otherwise as to the availability of the Objects of Purchase. In the event that cash on delivery has been agreed for payment, shipment is effected within three business days of the closing unless the product description indicates otherwise as to the availability of the Objects of Purchase.
7.4. Six weeks prior to the lapse of the agreed non-binding delivery date or deadline, at the earliest, the Customer may call on Goldhofer to effect delivery (reminder notice). This period is shortened to two weeks for products that Goldhofer has in stock. In the event that a binding delivery date or deadline is missed, Goldhofer finds itself in default as soon as such date or deadline has lapsed.
7.5. In the event that Goldhofer is in default with a delivery or service, or if it becomes unable, for any reason, to effect a delivery or service, Goldhofer’s liability for damages is capped according to item 15 of the GTC.
7.6. In cases of Force Majeure (unforeseen circumstances and events not attributable to Goldhofer, which the diligence of a prudent businessman could not have averted – e.g., labor dispute, war, fire, floods, natural catastrophes and obstacles to transportation, shortages in staff, energy or raw / auxiliary materials, subsequent supply bottlenecks, import and export restrictions, government measures, the withholding of official permits, pandemics, epidemics, the breakdown of communication networks, power outage or other disruptions to business), whether faced by Goldhofer or any of its suppliers, that prevent Goldhofer – through no fault of its own – to deliver the Object of Purchase when due, any related delivery date or deadline is postponed by the duration of such obstruction, plus an adequate start-up period. Goldhofer is obligated to inform the Customer of any delay insofar as doing so is possible and reasonable. Goldhofer will use its best efforts to address the Force Majeure and mitigate its impact to the extent possible. Goldhofer and the Customer will coordinate next steps whenever Force Majeure occurs. Insofar as such disruptions result in a delay of more than four months, either party hereto may terminate the contract for cause or rescind it with regard to such aspect of contractual performance as may remain outstanding.
7.7. The Seller’s compliance with delivery dates and deadlines presupposes that Goldhofer itself is supplied in an accurate and timely fashion, unless such supplies to Goldhofer are its own responsibility and it did not enter into a specific hedging transaction with the supplier in question, exercising the requisite diligence. The Seller will undertake such efforts as may be necessary to procure the goods, and it will notify the Customer of any expected delay as soon as possible.
7.8. In the event that, at the time of the Customer’s order, the product selected by it is unavailable, Goldhofer will so inform the Customer in the order confirmation without delay, and no contract is concluded. If the product specified by the Customer in the order is temporarily unavailable, Goldhofer will likewise so inform the Customer without delay in the order confirmation. 
8. Acceptance
8.1. Insofar as acceptance has been agreed, the Customer is obligated to accept the Object of Purchase within 14 days of the notification signaling readiness for shipment. In such a case, acceptance marks the transfer of risks.
8.2. In the event of the Customer’s failure to effect acceptance, Goldhofer may avail itself of such rights as applicable law may prescribe. If Goldhofer demands damages, such damages equal 15% of the net purchase price. The Customer is free to furnish evidence to the effect that actual damages were lower. Damages are to be increased or decreased if and to the extent that Goldhofer demonstrates greater – or the Customer demonstrates lesser – damages, respectively.
9.Retention of title
9.1. The Object of Purchase remains Goldhofer’s property until all of the claims to which Goldhofer is entitled under the purchase agreement have been settled. Such retention of title also stays intact with respect to all of Goldhofer’s claims against the Customer under an ongoing business relationship. In the event that the Object of Purchase is a vehicle, Goldhofer is entitled to keep the registration certificate (Part II) in its possession for the duration of retention of title.
9.2. So long as retention of title remains in effect, the Customer may neither dispose of the Object of Purchase nor grant third parties a contractual right to use the same.
9.3. In the event that the realizable value of security exceeds the claims by more than 10%, Goldhofer will release security of its choice upon the Customer’s demand.
10. Customer’s defect-based claims concerning new vehicles and other Objects of Purchase
10.1. The descriptions of the contractual subject matter valid at the time of conclusion of the contract (e.g. scope of delivery, appearance, performance, dimensions, and weight) form part of the contract. They are to be regarded as approximate and do not amount to a warranty; instead, they serve as a standard used in determining whether the Object of Purchase is free from defects. The Seller has the right to change design or form, deviate from color tones as well as modify the scope of delivery, provided that the Object of Purchase is not materially altered as a result and the changes do not place an unreasonable burden on the Customer. No rights may be derived solely from Goldhofer’s use of characters or numbers to designate the order or the Object of Purchase.
10.2. To assert claims based on defects, the Customer must meet its statutory duty to examine goods and report defects (§§ 377, 381 of the Commercial Code (Handelsgesetzbuch - HGB). In the event that a defect is discovered during the examination or at a later point in time, Goldhofer is to be notified in writing without delay, and such notice is deemed to have been made promptly so long as it is dispatched within seven business days, the time of such dispatch being of the essence. Irrespective of such duty to examine goods and report defects, the Customer must report patent defects in writing within seven business days of delivery. In this case, too, the time of such notice’s dispatch is of the essence. In the event that the Customer fails to examine goods and/or report defects as required, any liability for the unreported defect is excluded.
10.3. If the Customer demands remedial performance, such performance is limited to the removal of the defect. § 439 (2) of the Civil Code is not affected.
10.4. In the event that remedial performance has failed to achieve its objective, or if an adequate grace period to be set by the Customer in writing has lapsed in vain (or may be dispensed with under applicable legal provisions), the Customer may rescind the purchase agreement or abate the purchase price. However, the right of rescission is excluded in cases of minor defects.
10.5. The Customer holds claims for damages or the reimbursement of expenditures made in vain only pursuant to item 14 of the GTC; such claims are excluded in all other respects.
11. Customer’s defect-based claims regarding used Objects of Purchase
The sale of used Objects of Purchase is transacted to the exclusion of any claims based on material defects. Such exclusion of liability for material defects does not encompass the Customer’s claims for damages or the reimbursement of expenditures made in vain pursuant to item 15 of the GTC, if any.
12. Remedial performance is rendered subject to the following conditions:
12.1. The Customer must register claims for defect removal with Goldhofer or such Seller-authorized service partner as may be nearest the location of the Object of Purchase; in the latter case, the Customer must immediately so notify Goldhofer in writing.
12.2. Replaced parts become Goldhofer’s property and are to be surrendered upon request.
12.3. With regard to parts installed for purposes of defect removal, the Customer may assert warranty claims until the end of the period of limitation applicable to the Object of Purchase.
13. Take-back
13.1. In the event that Goldhofer takes back the Object of Purchase, it is to be valued irrespective of the underlying reason for such take-back, and at the Customer’s request (which must be communicated immediately following the Object of Purchase’s return), a publicly appointed and sworn expert – e.g., Deutsche Automobil Treuhand GmbH (DAT) – named by the Customer will determine the fair market value. In the event that the Customer does not call for such valuation, Goldhofer will estimate the value in its equitable discretion, and such value will then be binding upon both parties.
13.2. If the take-back is based on a breach of duty committed by the Customer, the same will bear any and all costs of taking back and liquidating the Object of Purchase, such costs to equal five percent of the fair market value determined if no proof is presented. They are to be increased or decreased if and to the extent that Goldhofer demonstrates greater – or the Customer demonstrates lesser – damages, respectively.
14. Liability
Goldhofer shall be liable without limitation under the German Product Liability Act, in cases of an express assumption of a guarantee or procurement risk, as well as for intentional or grossly negligent breaches of duty, and in the case of defects that Goldhofer has fraudulently concealed. Goldhofer shall also be liable without limitation for damages resulting from intentional or negligent injury to life, body, or health.
For damages to property and financial losses caused by slight negligence, Goldhofer shall only be liable in the event of a breach of such duties the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the Customer regularly relies and may rely (“material contractual obligations”), but limited to the damage typical for the contract and foreseeable at the time of its conclusion.
The above also applies to the liability for employees and vicarious agents. 
15. Limitation
15.1. In deviation from § 438 (1) no. 3 of the Civil Code, the general period of limitation for the Customer’s claims based on material and legal defects ends one year from delivery, and this applies likewise to the limitation of recourse claims within the supply chain according to § 445b (1) of the Civil Code, provided that the last contract in such supply chain is not an agreement for the purchase of consumer goods. Insofar as acceptance has been agreed, the period of limitation commences upon the acceptance of the Object of Purchase.
15.2. The foregoing periods of limitation do not apply to those of the Product Liability Act. §§ 438 (1) nos. 1 and 2, and 438 (3) of the Civil Code are likewise unaffected. The Customer’s claims for damages according to item 15 of the GTC are subject exclusively to the statutory periods of limitation.
16. Confidentiality, data processing and storage
16.1. The parties hereto undertake to hold in strict confidence and not to share or disclose the business secrets of the other party within the meaning of § 2 no. 1 of the Act for the Protection of Business Secrets (Gesetz zum Schutz von Geschäftsgeheimnissen - GeschGehG) as well as such other confidential information, including economic, legal and technically sensitive data (hereinafter referred to collectively as “Confidential Information”), as may have been entrusted or otherwise become known to them, irrespective of whether the Confidential Information were specifically designated as such. Confidential Information do not include information that were in the public domain prior to communication or delivery to the party, that were or subsequently became generally accessible through no breach of a duty of confidentiality, that were already and demonstrably known to the party prior to disclosure and without breach of a duty of confidentiality, that the party generated on its own through no use of or reference to Confidential Information of the other party or that the party received or was given access to from or by an authorized third party in the absence of any breach of a duty of confidentiality. Such duty survives for a period of five years after the conclusion of a given business relationship. It also encompasses the content of a given contract.
16.2. The parties hereto are not entitled to use, exploit or appropriate Confidential Information for their own purposes or for or through third parties, except for the purposes contractually agreed between the parties. Especially with respect to products and items, the parties hereto must not obtain Confidential Information by way of reverse engineering – i.e., through observing, examining, building back or testing.
16.3. Insofar as documents containing Confidential Information were provided for use in electronic form, such data must be deleted or, if doing so is technically possible, permanently locked upon the conclusion of this agreement, at the latest.
16.4. The parties hereto may internally disclose Confidential Information only as needed and only to such individuals as may require them (“need to know”). Specifically, the parties hereto may make Confidential Information accessible only to those among their staff, who are bound by a duty of confidentiality, along with their advisors, provided they are bound by a professional duty of confidentiality, and only insofar as such staff are involved in contractual relations with the other party and reasonably require such information. Staff are to be advised as to this agreement in advance. The parties hereto will adopt such measures as may be needed to ensure that all individuals and subcontractors to whom Confidential Information were disclosed or made accessible will handle such information with the very care that the parties hereto are themselves obligated to exercise.
16.5. The parties hereto will adopt appropriate protective measures to safeguard Confidential Information against unauthorized third-party access and observe applicable legal and contractual privacy provisions. This includes security measures adapted to the current state of the art (Art. 32 of the General Data Protection Regulation) as well as confidentiality and data protection agreements for employees (Art. 28 (3) lit. b of the General Data Protection Regulation).
16.6. In the event that a party hereto intentionally or negligently breaches the aforementioned duties of confidentiality, it must pay an adequate contractual penalty in an amount to be determined by the injured party in its equitable discretion, which is subject to court review in cases of dispute. The amount of a contractual penalty assessed in a specific case depends on the degree of confidentiality of the business secret or other Confidential Information affected as well as the number of unauthorized individuals to whom the information is disclosed in breach of the duty of confidentiality.
16.7. The parties hereto process personal information in accordance with the provisions of the General Data Protection Regulation (Regulation (EU) 2016/679) of the European Union (GDPR) as well as other applicable privacy regulations, including but not limited to the Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG). Any and all data are handled in confidence. Details are set forth in the separate data protection statement under https://www.goldhofer.com/datenschutz, which provides a detailed overview of the processing of personal data. 

17. Compliance
17.1. The parties are committed to doing business without engaging in corruption; they undertake to refrain from corrupt and other criminal conduct and will adopt such measures as may be necessary to avoid such behavior. Specifically, they undertake to take precautions against the following examples of grave infractions:
(1) engaging in criminal acts in business relations, including but not limited to money-laundering, fraud, misappropriation, forgery of documents or technical records, falsification of evidentiary data, indirect false certification, suppression of documents as well as anti-competitive collusion in the context of tenders;
(2) offering, promising or granting benefits to domestic or foreign public employees, officials or individuals with special public-service obligations, who participate in the award or execution of contracts;
(3) offering, promising or granting or demanding, accepting promises for or accepting benefits in relations with business partners in exchange for improper preferential treatment in national or international business relations;
(4) disclosing or procuring business or trade secrets as well as exploiting submissions without authorization; and
(5) violating national or European competition and/or anti-trust law.
17.2. In cases of a breach of the obligation from item 18.1 of the GTC, the other party may terminate the contract for cause.
17.3. In cases of a breach of the obligation from item 18.1 of the GTC, the non-offending party may exclude the offending one from the award of future contracts.

18. Export control
18.1. In the event that it is learned, prior to the provision of services, that Goldhofer’s contractual performance is opposed by national or international export control provisions, including but not limited to embargos or other sanctions, Goldhofer may rescind the contract. Delays caused by export control measures or approval processes will suspend the delivery period unless they are attributable to Goldhofer. In the event of permanent obligations, Goldhofer may terminate the contract without notice if such obstacles do not become apparent until contractual performance has commenced. In the event of rescission or termination pursuant to this item, the Customer holds no claim for damages.
18.2. The Customer undertakes to procure such information and documents within its sphere as may be needed for exporting or relocating contractual services for delivery purposes.

19. Special Conditions for the Use of GOLDHOFER »LINK« Services
19.1. General Provisions
(1) Section 19 of these General Terms and Conditions (hereinafter referred to as the “Cloud Terms”) shall apply in addition to, or in the event of a conflict, take precedence over all GOLDHOFER »LINK« Services provided by Goldhofer and used by the Customer.
(2) Unless otherwise individually agreed by the contracting parties, the tariffs and service descriptions published on Goldhofer’s websites at the time the order is placed shall apply in addition.
19.2. Scope of Services
(1) Goldhofer grants the Customer a non-exclusive and non-transferable right to use the GOLDHOFER »LINK« Services, provided such services form part of the contract. The version of the service description valid at the time of contract conclusion shall apply. The Customer shall also comply with Goldhofer’s End User License Agreement (EULA) for the DataPortal.
(2) The selection of specific system components, including hardware and software, is at Goldhofer’s discretion. Goldhofer will reasonably take the Customer’s interests into account in this regard. Goldhofer is entitled to replace system components with others of different technical specifications, provided this does not impair the contractual performance owed to the Customer. Other technical changes concerning standards as well as details regarding hardware and operating software are subject to the respective service description.
(3) Goldhofer is obliged to maintain the hardware required for the GOLDHOFER »LINK« Services in a condition suitable for its contractual use. The nature and extent of the maintenance and repair work required for this shall be at Goldhofer’s discretion.
(4) Unless otherwise agreed, Goldhofer is not obligated to back up any usage data generated by the Customer through the GOLDHOFER »LINK« Services (hereinafter referred to as “Usage Data”). Goldhofer advises the Customer that data transmission errors cannot be completely ruled out, and therefore full data integrity cannot be guaranteed even when backups are performed.
19.3. Availability
(1) Goldhofer informs the Customer that limitations or disruptions to the contractual GOLDHOFER »LINK« Services may occur that are beyond Goldhofer’s control. This includes, in particular, actions by third parties not acting on Goldhofer’s behalf, technical conditions of the internet not influenced by Goldhofer, and force majeure events. The Customer’s own hardware, software, and technical infrastructure may also affect Goldhofer’s service performance.
(2) Goldhofer provides the GOLDHOFER »LINK« Services with an overall availability of 98% per calendar year on average. The handover point is the router output of Goldhofer’s data center. Availability is calculated based on the total time per calendar month during the contract term, minus the maintenance periods defined below. Maintenance is carried out outside of regular business hours (8:00 a.m. to 6:00 p.m.) and shall not exceed ten hours per calendar month. During maintenance, the services may be unavailable.
(3) Upon receiving a fault report from the Customer, Goldhofer undertakes to begin rectifying the fault within a reasonable response time.
19.4. Fees and Payment Terms
(1) Unless otherwise agreed, the prices stated for the GOLDHOFER »LINK« Services shall apply plus the applicable statutory VAT.
(2) Subject to any special agreements, Goldhofer is entitled to issue invoices on a monthly basis. In the case of consumption- or effort-based billing, the Customer will receive documentation detailing the calculated fee.
(3) The agreed usage fee shall be paid by the due date, or—if no due date has been agreed—no later than fourteen (14) days after the invoice date, to the account specified on the invoice or shall be collected by Goldhofer under a valid SEPA direct debit mandate. Payment is considered made once the amount has been credited to Goldhofer’s account. Goldhofer is entitled to suspend performance of services if the Customer is in default for more than thirty (30) days. The assertion of further claims, such as termination and claims for damages due to payment default, remains unaffected.
(4) If the parties have entered into a continuing obligation, Goldhofer shall be entitled, upon written notice, to reasonably increase the agreed usage fee for the GOLDHOFER »LINK« Services annually. The increase shall not exceed 5% of the annual gross revenue generated with the respective Customer. Such increase shall take effect no earlier than one (1) month after the end of the month in which Goldhofer notified the Customer of the change.
19.5. Mutual Duties to Cooperate
(1) The contracting parties are mutually obligated to respect the rights, legal interests, and assets of each other. Unless explicitly agreed otherwise, the Customer’s duties to cooperate shall be performed without any entitlement to compensation.
(2) The Customer shall support Goldhofer and create all conditions within its operational sphere that are necessary for the provision of services. This includes, in particular, the provision of necessary information and the establishment of the technical prerequisites required for service delivery.
(3) The parties shall designate contact persons for one another and ensure that these persons are authorized to make all decisions necessary for contract performance. Each designated contact person must either possess appropriate expertise or be supported by qualified personnel.
19.6. Data Protection
(1) The contracting parties agree that the processing of personal data shall be carried out in compliance with applicable data protection laws.
(2) Insofar as Goldhofer, in the course of providing the GOLDHOFER »LINK« Services, gains access to and processes personal data of the Customer’s employees or third parties, the parties agree that—except in the cases referred to in Clause 14.6(5)—Goldhofer acts as a data processor within the meaning of Article 28 of the General Data Protection Regulation (GDPR) on behalf of the Customer. The Customer is the controller as defined in Article 4(7) GDPR. In this context, the parties shall enter into a separate data processing agreement. Clause 14.6(5) remains unaffected.
(3) If the Customer processes personal data while using the GOLDHOFER »LINK« Services and no legal basis applies, the Customer is obligated to obtain the necessary consent from the respective data subjects.
(4) Should Goldhofer be required to process special categories of personal data and content as defined in Article 9(1) GDPR, the Customer must inform Goldhofer separately in advance.
(5) Goldhofer is entitled to use the collected data—excluding employee IDs—for its own purposes of product monitoring, product development, and product improvement. Furthermore, Goldhofer may anonymize personal data and use it for other internal purposes, particularly for benchmarking and resale. These processing activities mentioned in this paragraph are not part of the data processing agreement; in this respect, Goldhofer acts as an independent controller. The Customer shall inform its employees that personal data is shared with and processed by Goldhofer for these purposes and shall fulfill Goldhofer’s information obligations toward the affected employees in accordance with Articles 12 et seq. GDPR. Goldhofer will support the Customer in doing so.
19.7. Prohibition on Transfer of Use to Third Parties
All services provided by Goldhofer may not be made available to third parties for commercial use.
19.8. Warranty for Material Defects
(1) The warranty provisions of tenancy law (§§ 535 et seq. German Civil Code – BGB) shall apply to the provision of usage rights to the GOLDHOFER »LINK« Services. Any deviating provisions set out in these Cloud Terms remain unaffected.
(2) Warranty claims for minor impairments to the suitability of the service are excluded. Strict liability under § 536a(1) BGB for defects already present at the time of contract conclusion is excluded.
19.9. Warranty for Defects of Title
(1) Goldhofer shall only be liable for the infringement of third-party rights if the GOLDHOFER »LINK« Services are used by the Customer in accordance with the contract and, in particular, within the contractually intended usage environment.
(2) The Customer shall notify Goldhofer without undue delay if a third party asserts claims—either in or out of court—against the Customer based on the alleged infringement of their rights in connection with the use of the GOLDHOFER »LINK« Services. Furthermore, the Customer is obliged to provide Goldhofer with all information reasonably required to defend against such third-party claims. The recognition of third-party claims by the Customer shall have no legal effect to the detriment of Goldhofer unless Goldhofer has been given sufficient time in advance to review and respond to such claims.
(3) If the use of the GOLDHOFER »LINK« Services infringes third-party rights, Goldhofer shall, at its own expense and discretion, and with reasonable consideration of the Customer’s interests, either (i) obtain the necessary rights for the Customer, (ii) modify the GOLDHOFER »LINK« Services so that they are free of legal defects, or (iii) take back the GOLDHOFER »LINK« Services and refund the fees paid, taking into account an appropriate usage fee. Further remedies remain reserved.
19.10. Liability
Insofar as Goldhofer is liable for the breach of essential contractual obligations in connection with the provision of the GOLDHOFER »LINK« Services, such liability shall be limited to the foreseeable damage typical for the type of contract. In this case, Goldhofer’s total liability for all claims within a calendar year shall be limited to the gross contract value attributable to that calendar year in which the event giving rise to liability occurred.
19.11. Subcontractors
(1) Goldhofer is entitled to engage subcontractors for the performance of its services, provided that no strictly personal performance is required. No subcontractors will be selected who are in direct or indirect competition with the Customer. Where possible, Goldhofer shall inform the Customer in advance of the intended subcontractors before concluding the contract.
(2) Goldhofer may, at its sole discretion, change data centers.
19.12. Term and Termination
(1) Unless otherwise specified in the contractual documents, there is no minimum contract term for the GOLDHOFER »LINK« Services. If a minimum contract term is agreed, it shall automatically renew for a further twelve months unless terminated in writing by either party at least three months before the end of the minimum term or the renewed term.
(2) If the Customer has ordered multiple services, either party may, in compliance with the other provisions of these Cloud Terms, terminate individual GOLDHOFER »LINK« Services. In cases of ambiguous termination declarations, the interpretation that preserves the validity of the agreement shall prevail.
(3) If no minimum contract term is agreed, the GOLDHOFER »LINK« Services may be terminated with three months’ notice to the end of a calendar month.
(4) Both parties reserve the right to terminate the agreement for the GOLDHOFER »LINK« Services without notice for good cause. Good cause exists, in particular, if either party breaches material contractual obligations. Material contractual obligations are those that enable the proper execution of the agreement in the first place and on which the other party relies and may reasonably rely. Grounds for immediate termination include, in particular:
(i) the other party is in default for more than thirty days following a reminder for due payment claims by Goldhofer,
(ii) insolvency or court-supervised restructuring proceedings are initiated against either party, or
(iii) in the event of a delay in performance by Goldhofer, where resolution within a reasonable time is unreasonable for the Customer considering the mutual economic interests.
(5) Termination must be made in writing.
19.13 Data Use and Data Sharing
(1) The Customer shall have the right to retrieve, at any time, all data generated through the use of the Goldhofer »LINK« Services (including machine data and related usage data) in a structured, commonly used and machine-readable format (e.g., CSV, JSON, XML).
(2) The Customer shall be entitled to disclose the data to third parties of its choosing or to have Goldhofer transmit the data directly to authorised third parties. Authorised third parties are customers of Goldhofer and their direct business partners who have been expressly designated by the Customer and legitimised by Goldhofer to receive the data. Authorised third parties may not be companies in direct competition with Goldhofer. Goldhofer shall provide the Customer with reasonable support in this regard. Neither the Customer nor any authorised third party may:

•    use the data to develop a related service that competes with Goldhofer’s »LINK« Services, or disclose the data to third parties with this intention;
•    use the data to gain insights into Goldhofer’s financial situation, assets or production methods;
•    apply coercive measures to obtain access to the data, or exploit vulnerabilities in the technical infrastructure put in place to protect the data for this purpose;
•    disclose the data to third parties that qualify as gatekeepers within the meaning of Article 3 of Regulation (EU) 2022/1925;
•    use the data for purposes that violate EU law or applicable national law.
(3) Goldhofer may make the provision of data protected as trade secrets within the meaning of Directive (EU) 2016/943 conditional upon compliance with certain protective measures. The shall demonstrate compliance with such protective measures on an annual basis. If the Customer fails to implement the protective measures, Goldhofer may refuse to release data that are to be classified as trade secrets.
19.14 Switching Rights and Termination
(1) The Customer shall be entitled, when switching to another provider of data processing services, to request the transfer of all data relating to it.
(2) Goldhofer undertakes to make such data available in full and in an interoperable format within 30 days after the end of the contract.
19.15 Information Obligations
Prior to the conclusion of the contract, Goldhofer shall inform the Customer transparently about:
- the nature, scope and categories of data collected,
- the storage location (including information on third countries),
- the intended storage period, data ownership, and any disclosures of data to third parties.

20.Special Terms for Maintenance Work on Vehicles
20.1. General Provisions
(1) Section 20 of these General Terms and Conditions (hereinafter referred to as the “Maintenance Terms”) shall apply in addition to, or in the event of conflict, take precedence over, all maintenance work on vehicles carried out by Goldhofer.
(2) Any individual agreements made with the Customer in specific cases shall always take precedence over these Maintenance Terms.
20.2. Placement of Orders
(1) Section 2 shall apply accordingly. The order authorizes Goldhofer to issue subcontracts and to carry out test drives and transfer journeys.
(2) Goldhofer is not obligated to inspect the vehicle for defects that are not covered by the maintenance order. Likewise, Goldhofer is not required to assess the economic viability of the maintenance order.
20.3. Cost Overruns
If it becomes apparent during the work that a cost estimate provided by Goldhofer will likely be exceeded by more than 10%, Goldhofer shall promptly inform the Customer with a supplementary offer or revised estimate. If the Customer does not place a follow-up order based on this supplementary offer or revised estimate within three working days of receipt of such notice, Goldhofer may terminate the contract. In such case, Goldhofer shall be entitled to remuneration for the services already rendered in accordance with § 650 of the German Civil Code (BGB). In addition, Goldhofer is entitled to compensation for any additional costs incurred due to delays caused by the Customer's failure to respond to the supplementary offer or revised estimate in a timely manner. Any agreed deadlines and timelines shall be extended by the duration between submission and acceptance of the supplementary offer or revised estimate, as well as by any further delays in production planning caused by the interruption of work.
20.4. Completion
(1) Goldhofer is obligated to meet any completion date designated as binding. If the scope of work changes or expands in comparison to the original order and this results in a delay of the completion date, Goldhofer shall notify the Customer of a new completion date, stating the reasons.
(2) If Goldhofer is in default with the agreed completion date, the Customer may set a reasonable deadline for completion in writing. If Goldhofer is in delay with delivery or performance, or if delivery or performance becomes impossible for any reason, Goldhofer's liability for damages is limited in accordance with Section 14.
20.5. Acceptance
(1) Unless otherwise agreed, acceptance of the vehicle by the Customer shall take place at Goldhofer’s premises (obligation to collect).
(2) The Customer is obliged to collect the vehicle within one week of receipt of the notice of completion. In the event of failure to accept, Goldhofer may exercise its statutory rights. For maintenance work completed within one working day, the period referred to in sentence 1 is reduced to two working days.
(3) In the event of delayed acceptance, Goldhofer may charge the customary local storage fee. Goldhofer may also store the vehicle elsewhere at its discretion. The costs and risks of storage and transportation shall be borne by the Customer.
(4) If the Customer requests collection or delivery of the vehicle, § 447 of the German Civil Code (BGB) shall apply, and the costs shall be borne by the Customer.
20.6. Billing of the Order
(1) The invoice will itemize prices for labor as well as for used spare parts and materials. If a flat-rate price has been agreed upon by the parties, only that price will be shown. Small materials used may be invoiced as a lump sum in any case.
(2) If the order is carried out based on an offer or cost estimate, a reference to that document is sufficient. Any additional work will be listed separately.
20.7 Extended Right of Lien and Right of Retention
(1) Goldhofer may assert the statutory right of lien also for claims arising from previously performed work, deliveries of spare parts, and other services, insofar as they are related to the object of the current order.
(2) If the Customer is not the owner of the vehicle, Goldhofer has a right of retention over the vehicle until full payment of the remuneration has been made.
(3) If Goldhofer exercises its right of lien or right of retention, the Customer shall bear the storage costs in accordance with Section 5.3 of these Maintenance Terms and Conditions.
20.8. Defect in Work (Maintenance Defect)
(1) The Customer shall only be entitled to rights in the event of maintenance defects if they have first granted Goldhofer a reasonable period for subsequent performance.
(2) If the Customer demands subsequent performance, it shall be limited to the remedy of the defect. Section 635 (2) of the German Civil Code (BGB) remains unaffected.
(3) Claims for defect rectification may be asserted by the Customer exclusively with Goldhofer.
(4) If the vehicle becomes inoperable due to a maintenance defect, the Customer must contact Goldhofer exclusively.
(5) Replaced parts become the property of Goldhofer.
(6) Claims by the Customer for damages or reimbursement of futile expenses exist only under Section 14 of these Maintenance Terms and are otherwise excluded.
(7) If Goldhofer is commissioned to remedy an alleged maintenance defect and it turns out during inspection or repair that no warranty case exists—particularly because the defect is due to a circumstance attributable to the Customer, such as incorrect operation, improper use, or lack of maintenance—then the services rendered and any materials used will be invoiced as chargeable repair services according to Goldhofer's applicable service and billing rates. Claims for damages by Goldhofer remain unaffected.
20.9. Limitation Period
(1) Notwithstanding Section 634a (1) No. 1 BGB, the general limitation period for maintenance defects is one year from the date of acceptance.
(2) The above limitation periods do not apply to limitation periods under the German Product Liability Act. Sections 438 (1) No. 1, No. 2, and 634a (3) BGB also remain unaffected. For Customer claims for damages under Section 14 of these Maintenance Terms and Conditions, only the statutory limitation periods shall apply.
20.10. Retention of Title
(1) Insofar as installed accessories, spare parts, and assemblies do not become essential components of the object of the order, Goldhofer retains ownership until full payment has been received.
(2) If the object of maintenance is combined with spare parts from Goldhofer and the object of maintenance is regarded as the main item, the Customer shall transfer co-ownership to Goldhofer on a proportional basis, provided the item belongs to the Customer. The Customer shall safeguard this co-ownership on behalf of Goldhofer.

21.Choice of law, legal venue, miscellaneous
21.1. The contractual relationship between the Customer and Goldhofer is subject solely to the law of the Federal Republic of German, to the exclusion of any conflict-of-law rules imposed by international private law and the United States Convention on contracts for the International Sale of Goods (CISG). The interpretation of this agreement, including these clauses, is governed exclusively by its German version.
21.2. The exclusive legal venue for any current or future claim arising from or in connection with the business relationship between Goldhofer and a merchant within the meaning of the Commercial Code, a legal entity under public law or a public-law special fund is Memmingen unless applicable law stipulates another exclusive venue. Goldhofer may also sue the Customer at the latter’s forum generale. The place of performance is the location of the contracting Goldhofer division.
21.3. The Customer procures that (i) goods stored or acquired from the authorized economic agent are kept in safe establishments as well as at safe handling sites and are protected against unauthorized access, and (ii) the staff assigned thereto as well as any business partner acting on its behalf are advised that they, too, must adopt measures with a view to safeguarding the supply chain mentioned above.
21.4. In the event that a clause of these general terms and conditions is or becomes ineffective, the agreement as well as the remaining provisions hereof continue in full force and effect, and any ineffective or void clause is to be replaced by one corresponding with its economic intent. The same applies to loopholes.

Current as of 02/2026