General Terms and Conditions, BWTS Energy Services GmbH, Potsdam (Last updated: July 2026)
I. Scope of Application
These General Terms and Conditions apply to all of our contracts for goods and services with clients who are business entities, legal entities under public law, or special funds under public law.
They apply in particular to all our services, including service, maintenance, repair, inspection, testing, assembly, installation, commissioning, technical support, fault diagnosis, troubleshooting, retrofitting, replacement, and modernization services.
These General Terms and Conditions apply exclusively. We hereby reject any deviating, conflicting, or supplementary terms and conditions of the client. Such terms and conditions shall only become part of the contract if we have expressly agreed to their validity in writing. This also applies in the event of unconditional performance of services or acceptance of payment with knowledge of such terms and conditions.
Individual agreements, such as offers, order confirmations, statements of work, and other contractual documents, take precedence over these General Terms and Conditions to the extent that they contain deviating provisions. These General Terms and Conditions shall also serve as a framework agreement for future contracts with the same client.
II. Conclusion of the Contract and Scope of Services
Our offers are subject to change without notice unless they are expressly designated as binding. A contract is concluded upon our order confirmation, the signing of a contract document, or the commencement of our service provision.
The nature, content, and scope of the services we are obligated to provide are set forth in the contractual agreement.
We are obligated to perform the agreed-upon services in a professional manner; however, we do not guarantee any specific technical, economic, energy-related, regulatory, or operational success. Unless expressly agreed upon, we are not obligated to ensure, in particular, any specific system availability, operational readiness, charging, feed-in, transformation, metering, or transmission capacity, energy yield, economic efficiency, approval, grid connection, or third-party services.
Information contained in our documents, drawings, concepts, specifications, brochures, websites, or other materials is provided for illustrative purposes only and is not binding. Such information is binding only if it has been expressly incorporated into the contract.
We are entitled to determine the manner of performance at our professional discretion, provided that no binding specifications have been agreed upon and the Client’s legitimate interests are taken into account.
III. Client’s Obligations to Cooperate
The client must provide all cooperation required for the performance of the services in a timely, complete, and cost-free manner. This includes, in particular, the provision of accurate information, documents, plans, technical data, permits, approvals, access, contact persons, safety instructions, system de-energization, coordination with grid operators and authorities, as well as suitable working conditions.
The client is responsible for the accuracy, completeness, and timeliness of the information it provides. Unless otherwise agreed, we are not obligated to verify this information for completeness, plausibility, or legal admissibility.
The Client must ensure that facilities, work areas, and job sites are accessible, safe, prepared, and suitable for us to perform our services. The Client must inform us in a timely manner of any specific hazards, operational risks, technical peculiarities, safety requirements, and legal requirements.
Delays, additional work, waiting times, downtime, repeat services, or additional services resulting from insufficient, delayed, or incorrect cooperation on the part of the client shall be borne by the client and shall be compensated separately.
IV. Occupational Safety and Work Site
The Client remains the operator of the facility and is responsible for the operator, traffic safety, occupational safety, environmental, security, and permitting obligations incumbent upon it, unless we have expressly assumed these obligations.
The Client must provide timely notice of the safety regulations, operating instructions, risk assessments, and access regulations applicable at the work site and must ensure, at its own expense, that the necessary approvals, training, and protective measures are in place.
We may refuse, suspend, or terminate services if the provision of services is unreasonable for safety reasons, due to a lack of approvals, insufficient cooperation, technical obstacles, requirements imposed by authorities or network operators, or comparable circumstances. Any resulting additional costs shall be borne by the Client, unless we are responsible for the circumstances.
V. Dates, Deadlines, and Obstacles to Performance
Dates and deadlines are binding only if we have expressly confirmed them in writing as binding. Otherwise, dates provided are non-binding planning estimates. We hereby object to any contractual penalties stipulated in the Client’s terms and conditions due to delayed performance!
Compliance with dates and deadlines requires that all technical, commercial, and legal issues have been clarified, that the client has fulfilled its obligations to cooperate, and that the necessary documents, approvals, permits, materials provided, and agreed-upon payments are available in a timely manner.
If the provision of services is delayed for reasons beyond our control, deadlines and time limits shall be extended accordingly. This applies in particular to a lack of cooperation, missing approvals or authorizations, lack of accessibility, delays on the part of third parties, delays by network operators or government authorities, supply bottlenecks, unsuitable operating conditions, security risks, or force majeure. Section XI. 3 remains unaffected.
If we are in default, we shall be liable in accordance with the liability provisions of these General Terms and Conditions. Withdrawal from the contract and compensation in lieu of performance require a reasonable grace period to be granted in writing, which must have elapsed without result.
VI. Changes, Additional Services, and Extra Work
Changes or additions to the scope of services require a written agreement. We are not obligated to carry out changes to the services without an agreement on the scope of services, deadlines, and compensation.
If the Client requests changes, additional services, or repeat services, or if such changes, additional services, or repeat services become necessary as a result of inaccurate information, lack of cooperation, changed operating conditions, or requirements imposed by authorities, network operators, or technical specifications, any agreed-upon performance deadlines shall be extended accordingly, and these additional services shall be compensated separately.
If an agreed-upon service cannot be performed, can only be performed late, or can only be performed with difficulty for reasons beyond our control, the client shall bear any additional expenses, waiting times, travel times, downtime, as well as storage, material, third-party, and personnel costs. The client bears the construction site risk.
We are entitled to demand reasonable installment payments, advance payments, or security deposits if this is objectively justified based on the scope of services, advance work, use of materials, project duration, or credit risks.
VII. Prices and Terms of Payment
The agreed-upon prices shall apply. Unless prices have been agreed upon, our standard rates shall apply. All prices are exclusive of applicable sales tax.
Incidental costs, in particular travel, transportation, lodging, expenses, materials, disposal, testing, documentation, permitting, safety, and third-party costs, shall be reimbursed separately unless they are expressly included in the price.
Unless otherwise agreed, invoices are payable without deduction within 14 calendar days of the invoice date.
In the event of late payment, we may claim statutory late-payment interest, damages resulting from the delay, and reasonable legal costs. We reserve the right to assert further claims.
In the event of late payment, a material deterioration in the client’s financial situation, or justified doubts regarding the client’s solvency, we are entitled to provide outstanding services only against advance payment or the provision of security and, after setting a reasonable deadline, to withdraw from or terminate the contract.
The client may set off only undisputed, legally established, or claims ready for adjudication. The client may assert rights of retention only to the extent that they are based on the same contractual relationship and are undisputed, legally established, or ready for adjudication.
VIII. Acceptance
To the extent that services are of a contractual nature or are otherwise subject to acceptance, the Client must inspect and accept them immediately upon completion, provided there are no material defects.
Minor defects do not entitle the Client to refuse acceptance. Rights arising from such defects remain unaffected in accordance with these General Terms and Conditions.
Acceptance shall be deemed to have taken place if the Client uses, puts into operation, or continues to use the service, or fails to refuse acceptance within a reasonable period set by us, specifying at least one material defect, provided that we have pointed out this legal consequence.
In the case of divisible services, we may demand partial acceptance.
IX. Notice of Defects, Rights Arising from Defects, and Warranty
We warrant that the agreed-upon services are substantially free of defects at the time of transfer of risk or acceptance.
The client must report apparent defects in writing immediately after the service is provided or accepted, and hidden defects immediately upon discovery, and must describe them in a comprehensible manner.
In the case of justified defects, we are initially entitled to subsequent performance. We shall determine the form of subsequent performance.
If the chosen method of subsequent performance fails, is refused, or is unreasonable for the Client, the Client may, in accordance with statutory provisions, reduce the purchase price, rescind the contract, or claim damages in accordance with the liability provisions.
No claims for defects shall arise in the event of damage, malfunctions, or deviations attributable to unsuitable or improper use, operating errors, interference by third parties, lack of maintenance, normal wear and tear, unsuitable operating materials, external influences, inaccurate information, lack of cooperation, or specifications provided by the client.
Claims for defects shall become time-barred, to the extent permitted by law, twelve months after acceptance or the transfer of risk. This does not apply in cases of intent, gross negligence, injury to life, limb, or health, fraud, the assumption of a warranty, claims under the Product Liability Act, or mandatory longer statutory limitation periods.
X. Subcontractors and Third Parties
We may engage suitable subcontractors, suppliers, freelancers, or other third parties. We are liable for them in accordance with statutory provisions.
The use of subcontractors does not establish a contractual relationship between the client and the subcontractor. We remain responsible for the services contractually owed.
We are not liable for delays or disruptions in performance attributable to third parties commissioned or designated by the Client, upstream contractors, network operators, government agencies, manufacturers, or other external entities, provided that such third parties are not our agents, their conduct is not attributable to us, and we are not responsible for such circumstances.
XI. Plant Operation, Availability, and Grid Connection
The Client remains responsible for the operation, monitoring, control, organization of maintenance, permits, grid connection, feed-in, metering, billing, and economic use of its systems, unless expressly agreed otherwise.
Unless expressly agreed in writing, we make no warranty or representation regarding availability, operational readiness, yield, efficiency, charging, feed-in, or conversion capacity, measurement accuracy, grid compatibility, regulatory approvals, or decisions by grid operators, authorities, manufacturers, or other third parties.
To the extent that our services depend on prior services, decisions, or systems provided by third parties, deadlines, service results, and availability are subject to the timely and proper performance of such third-party services, provided that we have commissioned them properly—in particular, in a timely manner—and are not responsible for the third party’s poor performance.
XII. Liability
We shall be liable without limitation in cases of willful misconduct and gross negligence, in cases of injury to life, limb, or health, under the Product Liability Act, in cases of fraudulent concealment of a defect, and to the extent of any expressly assumed warranty.
In the event of a breach of material contractual obligations due to slight negligence, we are liable only for foreseeable damages typical for this type of contract. Material contractual obligations are obligations whose fulfillment enables the proper performance of the contract and on whose compliance the client may reasonably rely.
Otherwise, our liability for slight negligence is excluded.
We are not liable for indirect damages, consequential damages, loss of production, business interruption, loss of use, lost profits, lost feed-in or charging revenues, contractual penalties owed by the client to third parties, data loss, reputational damage, or other financial consequential damages, unless liability is mandatory under the preceding paragraphs.
These limitations of liability also apply in favor of our legal representatives, employees, vicarious agents, subcontractors, and other auxiliaries.
These provisions do not entail a shift in the burden of proof to the detriment of the Client.
XIII. Indemnification
The Client shall indemnify us against claims by third parties to the extent that such claims are based on circumstances for which the Client is responsible or that fall within the Client’s sphere of responsibility.
This applies in particular to claims arising from inaccurate information, missing permits, violations of operational, traffic safety, occupational safety, environmental, data protection, or compliance obligations, third-party interference, unlawful use of the facilities, or violations of requirements set by authorities, grid operators, or manufacturers.
The indemnification covers reasonable costs of legal defense and legal action. It does not apply to the extent that we are solely responsible for the claim.
XIV. Withdrawal and Termination
Our statutory rights of withdrawal and termination remain unaffected.
We may terminate the contract for good cause or withdraw from the contract if continued performance of the contract is unreasonable.
Good cause exists, in particular, in the event of serious breaches of duty by the Client, such as significant or persistent default in payment, refusal to cooperate or failure to cooperate in a timely manner, lack of security, lack of authorization, a material deterioration in financial standing, unreasonable security risks, or other circumstances within the Client’s sphere of responsibility that substantially impede the provision of services and which the Client fails to remedy within a reasonable period set by us or which recur despite a formal warning.
Services already rendered, expenses incurred, and obligations for advance payments that we can no longer cancel must be compensated by the client, provided that we are not responsible for the termination and cannot use these resources for other purposes.
Notices of termination and withdrawal must be in writing, unless a stricter form is required by law.
XV. Retention of Title, Intellectual Property Rights, and Use
Delivered parts, replacement parts, components, equipment, materials, and other goods remain our property until all claims against the Client have been paid in full.
Prior to full payment, the Client may not sell, pledge, assign as security, or grant rights to third parties with respect to goods subject to retention of title, to the extent that this would impair our rights.
We retain all rights of protection and use with respect to our concepts, drawings, calculations, plans, documentation, software, know-how, and other work products, unless expressly agreed otherwise. This also applies to documents that we prepare for the purpose of preparing a proposal.
The client is granted a simple, non-exclusive, non-transferable right of use to the work products provided in accordance with the contract for the purpose specified in the contract, subject to the condition precedent of full payment of the agreed-upon compensation.
Disclosure, reproduction, modification, publication, or use outside the scope of the contractual purpose is permitted only with our prior consent, unless otherwise permitted by law.
XVI. Force Majeure
Events of force majeure and other unforeseeable, unavoidable events beyond our control shall release us from our obligation to perform for the duration and to the extent of their effects.
These include, in particular, natural disasters, war, terrorism, civil unrest, pandemics, epidemics, strikes, lockouts, government measures, energy or material shortages, transportation disruptions, failures of communication or IT systems, cyberattacks, and disruptions affecting suppliers, network operators, or other third parties.
If the hindrance lasts longer than three months or if an end is not in sight, either party may terminate the affected part of the contract. Services already rendered and expenses incurred must be reimbursed. This also applies to goods purchased by us for the performance of the order or advance services arranged by us, which we will then transfer to the client.
We will inform the client of the onset and expected duration of the hindrance, to the extent that this is reasonable.
XVII. Data Protection and Confidentiality
We process the personal data of the client and its contacts in accordance with statutory provisions, in particular the General Data Protection Regulation, for the purposes of initiating, executing, and settling the contractual relationship, providing services, communication, billing, documentation, legal enforcement, and compliance with legal obligations.
Should further data processing become the subject of the contract in individual cases, the parties shall, if necessary, enter into additional agreements regarding data protection.
The parties shall treat the other party’s confidential information as confidential, use it only for the performance of the contract, and protect it appropriately.
Confidential information may be disclosed to employees, consultants, subcontractors, suppliers, and other third parties to the extent necessary for the performance of the contract and provided that such persons are bound by confidentiality obligations or are subject to statutory duties of confidentiality.
No duty of confidentiality applies to information that is generally known, becomes known without a breach of duty, was lawfully obtained from third parties, or must be disclosed due to a legal, regulatory, or judicial obligation.
XVIII. Documentation and Audits
Documentation, test reports, evidence, and other records are to be provided only to the extent contractually agreed upon or required by law.
Additional services related to documentation, testing, verification, translation, formatting, or archiving shall be compensated separately, unless they are expressly included in the scope of services.
The Client is responsible for reviewing, storing, and using the documentation provided to it within its area of responsibility.
XIX. Final Provisions
The place of performance is, to the extent permitted by law and unless otherwise agreed, our registered office. For services performed at the Client’s facilities or locations, the respective place of performance shall also apply, to the extent required by the nature of the service.
The exclusive venue for all disputes arising from or in connection with the contractual relationship is, to the extent permitted by law, Rostock. We reserve the right to sue the Client at the Client’s general venue as well.
The substantive law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the provisions of private international law.
The client may assign or transfer rights and obligations under the contract only with our prior consent. Mandatory statutory provisions remain unaffected.
Amendments and additions to the contract must be made in writing, unless a more stringent form is required by law. Individual agreements remain unaffected and must be confirmed without delay, at least in writing, as to their essential content.
Should any provision of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions.
The German version of these General Terms and Conditions shall be authoritative. Translations are provided for informational purposes only, unless expressly agreed otherwise.
