General Terms and Conditions (GTC) of Fleetboost GmbH – as of 12/2025
1. Scope
1.1 These General Terms and Conditions (GTC) apply to the sale of battery buffer storage systems with charging infrastructure (Fleetbooster) by Fleetboost GmbH.
1.2 The General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity. This requirement of consent shall also apply if the Buyer refers to its General Terms and Conditions in the context of the order and the Seller does not expressly object to the General Terms and Conditions.
1.3 Individual agreements made with the buyer in individual cases (including collateral agreements, supplements, and amendments) and information in the purchase contract take precedence over these General Terms and Conditions. The existence and content of an individual agreement must be documented in an agreement, a commercial letter of confirmation, or a confirmation from the other contracting party, which must be in written or text form.
1.4 Legally relevant declarations and notifications by the buyer regarding the contract (e.g., notifications of defects, setting of deadlines, withdrawal, or reduction) must be made in writing or in text form.
1.5 References to the applicability of statutory provisions are for clarification purposes only. Even if no corresponding clarification has been provided, the statutory provisions apply unless they have been amended or expressly excluded.
2. Offer and conclusion of contract
2.1 Offers submitted by the seller are subject to change and non-binding. This also applies if catalogs, technical documentation (e.g., drawings, plans, calculations, etc.) and other product descriptions or documents (including in electronic form) have been provided to the buyer. The contract is concluded exclusively by the mutual signing of a uniform purchase contract.
2.2 The seller reserves all property rights and copyrights to the documents referred to in section 2.1. These may not be made accessible to third parties or used outside the contractually agreed purpose.
2.3 Unless expressly agreed otherwise, the prices stated in the offer and/or purchase contract are exclusive of the applicable statutory value-added tax; this also applies if a specific value-added tax rate is stated in the offer and/or purchase contract.
3. Prices, shipping costs, and payment terms
3.1 Unless expressly agreed otherwise, the purchase price includes the provision of the purchased item for collection by the buyer from the warehouse (Greven).
3.2 In the case of delivery specified in the purchase contract or separately commissioned, the buyer shall bear the agreed transport costs ex warehouse or, in the absence of an agreement, the costs charged to the seller by the carrier, as well as the costs of any transport insurance requested by the buyer. The transport costs cover delivery to the contractually agreed installation site, but not unloading with a suitable crane, unless expressly agreed otherwise.
3.3 Payments must be made exclusively to the account specified at the bottom of the purchase contract. Discounts are not permitted.
3.4 The buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the purchased item, the buyer's counterclaims shall remain unaffected by the above provision.
3.5 If, after conclusion of the contract, it becomes apparent (e.g., through an application to open insolvency proceedings) that the claim for payment of the purchase price is at risk due to the buyer's inability to pay, the seller is entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB).
4. Delivery date and delay in delivery
4.1 Delivery dates and delivery periods, even if they are referred to as "expected delivery times" in the purchase contract or other contractual documents, are non-binding guidelines unless they have been expressly agreed in writing as binding fixed dates.
4.2 If the seller is unable to meet a non-binding delivery date for reasons beyond its control, it shall inform the buyer thereof and provide an updated non-binding delivery date.The purchased item shall be deemed unavailable in particular if the Seller is unable to procure the purchased item or procure it on time for reasons beyond its control, e.g. as a result of disruptions in the supply chain, transport or logistics problems (in particular sea or land freight), port or customs clearance problems, raw material or component shortages, official measures, export or import restrictions, sanctions, geopolitical events, force majeure, or comparable circumstances.
4.3 The buyer may only withdraw from the contract or claim damages for delay in delivery if a delivery date has been expressly agreed as binding and after setting a reasonable grace period without success.In the case of non-binding delivery dates or delivery periods, claims for delay in delivery are excluded.
4.4 If a disruption in performance in accordance with Section 4.2 leads to permanent or economically unreasonable unavailability, the seller is entitled to withdraw from the contract. In this case, payments already made will be refunded immediately. In the case of items purchased that are custom-made or project-specific, the buyer may not withdraw from the contract once the seller has commenced manufacture, configuration, or procurement.
5. Delivery, transfer of risk, acceptance, default of acceptance
5.1 Unless otherwise specified in the purchase agreement, delivery shall be made from the warehouse in Greven. The warehouse shall also be the place of performance for the delivery and the place for any subsequent performance. If the buyer wishes to have the purchased item shipped to another destination, the buyer must ensure that a suitable crane is available for unloading and that the necessary site conditions for crane unloading are met, e.g., ground bearing capacity or space.
5.2 Upon delivery of the purchased item to the buyer, the risk of accidental loss and accidental deterioration shall pass to the buyer. In the case of agreed delivery, the risk of accidental loss of the purchased item, accidental deterioration of the purchased item, and the risk of delay shall already pass to the buyer upon handover of the purchased item to the forwarding agent, the carrier, or any other person or institution designated to carry out the delivery. The handover is deemed to have taken place if the buyer is in default of acceptance. Damage or delays during transport after the transfer of risk do not constitute a material defect.
5.3 If the buyer is in default of acceptance or if delivery is delayed for other reasons for which the buyer is responsible, the seller shall be entitled to claim compensation from the buyer for the damage incurred, including additional expenses (e.g., storage costs). The seller may demand compensation for the damage actually incurred, as proven, or a lump-sum compensation for the damage. The lump sum compensation for each month of default in acceptance shall amount to 0.5% of the net price of the purchased item (delivery value), but shall not exceed a total of 5% of the delivery value. The buyer reserves the right to prove that the seller has not incurred any damage or has incurred less damage than the above lump sum.
6. Retention of title
6.1 The purchased item shall remain the property of the seller until all current and future claims arising from the purchase contract and the ongoing business relationship (hereinafter referred to as "secured claims") have been settled.
6.2 At the buyer's request, the seller is obliged to waive the retention of title if the buyer has fulfilled all claims relating to the purchased item without reservation and if there is adequate security for the remaining claims arising from the ongoing business relationship.
6.3 Until full payment of the secured claims has been made, the purchased item subject to retention of title may neither be pledged to third parties nor transferred as security. The buyer must notify the seller in writing or in text form without delay if an application for the opening of insolvency proceedings has been filed or if third parties (e.g., garnishments) have access to the goods belonging to the seller. If the seller files a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure) to protect its ownership claims and the defendant third party is unable to reimburse the seller for the judicial and extrajudicial costs of such a lawsuit, the buyer shall be liable for the loss incurred by the seller.
7. Obligation to inspect and notification of defects
7.1 After delivery to the destination, the buyer must enable a functional test to be carried out independently of the mains connection by a testing company such as TÜV Rheinland. The testing company will be commissioned by the seller. The costs of the test shall be borne by the seller.
7.2 The buyer must have the connection to the existing power grid carried out at their own expense by a qualified electrician.
7.3 The buyer is obliged to notify the seller immediately if a defect becomes apparent when connecting to the mains. If the buyer fails to notify the seller, the purchased item shall be deemed to have been accepted as free of defects, unless the defect was not apparent during the inspection.
7.4 If the seller has fraudulently concealed the defect, he may not invoke the fiction in clause 7.3, sentence 2.
7.5 At the seller's request, a rejected purchased item must be returned to the seller carriage paid. If the complaint is justified, the seller will reimburse the costs of the cheapest shipping method; this does not apply if the costs increase because the purchased item is located at a place other than the place of intended use.
8. Rights in the event of defects in the purchased item
8.1 Unless otherwise specified below, the statutory provisions shall apply to the buyer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions). This shall not affect the buyer's rights against the manufacturer arising from separate guarantees issued by the manufacturer.
8.2 Agreements made by the seller with the buyer regarding the quality and intended use of the purchased item (including accessories and instructions) form the basis of liability for defects. An agreement on quality includes all product descriptions and manufacturer information that are the subject of the individual contract or were publicly announced at the time the contract was concluded. In the event that no quality has been agreed, the statutory provision of § 434 (3) BGB (or any successor provision) shall be used to assess whether or not a defect exists.
8.3 The seller shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or of which the buyer is unaware due to gross negligence, in accordance with § 442 BGB (German Civil Code), unless the seller has fraudulently concealed the defect or has given a guarantee for the quality of the item in question.
8.4 The buyer shall only be entitled to assert claims for defects if the buyer has fulfilled its statutory obligations to inspect and give notice of defects (Sections 377, 381 HGB). Written notification must be given to the seller without delay if a defect becomes apparent during delivery, inspection, or at a later point in time.
8.5 In the event that the buyer fails to fulfill or neglects its obligation to properly inspect and/or report defects, the seller shall not be liable for defects that are not reported or are not reported in a timely or proper manner in accordance with the statutory provisions. This also applies with regard to removal and installation costs, with the result that the seller is not liable for their reimbursement if (a) the defect only became apparent after the installation of the purchased item and (b) the buyer failed to fulfill or did not fulfill its obligation to properly inspect and/or report defects and (c) proper conduct would have led to the avoidance of these removal and installation costs.
8.6 If the delivered item is defective, the seller has the right to choose whether to remedy the defect by repairing it or by delivering a defect-free item. If the chosen type of remedy is unreasonable for the buyer in individual cases, the buyer may reject it. In this case, the seller reserves the right to refuse subsequent performance under the legal requirements of § 439 (4) BGB.
8.7 The seller is entitled to make any subsequent performance owed conditional upon the buyer paying the purchase price due. However, the buyer is entitled to retain a portion of the purchase price commensurate with the defect until the subsequent performance has been carried out.
8.8 The buyer must allow the necessary time and opportunity for the subsequent performance to be carried out. In particular, the buyer must, at the seller's discretion, hand over the item for which he has claimed a defect for inspection purposes or allow him to inspect it at the installation site. In the event that the seller delivers a replacement item that is free of defects, the buyer shall return the defective item in accordance with the statutory provisions. However, the buyer shall not be entitled to a claim for return.
8.9 The seller shall reimburse the expenses necessary for inspection purposes and subsequent performance in accordance with the statutory provisions and these General Terms and Conditions in the event that a defect is present. However, the seller may demand reimbursement of the costs incurred by the buyer due to an unjustified request for rectification of a defect in the event that the buyer knew or could have recognized that no defect actually existed.
8.10 The buyer has the right to remedy the defect themselves and to demand reimbursement of the objectively necessary expenses incurred in doing so if there is an urgent case (e.g., in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform the seller immediately, if possible in advance, in the event of self-remedy. In the event that the seller would be entitled to refuse subsequent performance in accordance with the statutory provisions, the buyer shall not be entitled to remedy the defect themselves.
8.11 The buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is dispensable in accordance with the statutory provisions. However, in the event of a minor defect, the buyer shall not be entitled to withdraw from the contract.
9. Statute of limitations
9.1 Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims resulting from material defects or defects of title is one year from delivery. If acceptance has been contractually agreed, the limitation period shall not commence until acceptance has taken place.
9.2 If the purchased item is, in the legal sense, a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory provision (§ 438 (1) No. 2 BGB). Other special statutory provisions on the limitation period (e.g., Section 438 (1) No. 1, (3) BGB; Sections 437, 445b BGB) remain unaffected.
9.3 The above limitation periods under sales law also apply to contractual and non-contractual liability claims, as dealt with in Section 10, which are based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages pursuant to Section 10.2, sentence 1, and Section 10.2, sentence 2 a), as well as pursuant to the Product Liability Act, shall become time-barred exclusively in accordance with the statutory limitation periods.
10. Other liability
10.1 Unless otherwise specified in these General Terms and Conditions, including the following provisions, the Seller shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
10.2 Within the scope of fault-based liability, the seller shall be liable for damages in cases of intent and gross negligence, regardless of the legal basis. In cases of simple negligence, the seller shall only be liable, subject to statutory limitations of liability (e.g., diligence in its own affairs; insignificant breach of duty):
a) for damages resulting from injury to life, limb, or health,
b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the buyer regularly relies and may rely). In this case, however, liability is limited to compensation for foreseeable, typically occurring damage.
10.3 The limitations of liability resulting from clause 10.2 shall also apply to third parties and in the event of breaches of duty by persons for whose fault the seller is responsible under statutory provisions. The limitations of liability shall not apply if a defect has been fraudulently concealed and a guarantee has been given for the quality of the purchased item. This also applies to claims by the buyer under the Product Liability Act.
10.4 The buyer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect if the seller is responsible for the breach of duty.
10.5 To the extent permitted by law, liability for indirect damage, consequential damage, lost profits, production or operating losses, and contractual penalties imposed by third parties is excluded.
11. Choice of law and place of jurisdiction
11.1 These General Terms and Conditions and the contractual relationship between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
11.2 The place of jurisdiction for the buyer and the seller is the seller's registered office. However, the seller is entitled to sue the buyer at the buyer's registered office or at the place of performance of the delivery obligation. Deviating mandatory statutory provisions remain unaffected and take precedence.