General Terms and Conditions (GTC)

The German version of the Terms and Conditions is legally binding. The English version is provided for information purposes only.

For the use of the services offered by Sheriff Security GmbH,
Löffelstraße 22–24, 70597 Stuttgart, Germany
(as of: June 2025)

I. Scope of Application

  1. The following terms and conditions form part of all offers and declarations of acceptance issued by the Contractor and constitute the basis for all sales and deliveries of the Contractor, including consulting and information services. They are deemed accepted as a contractual component once the Client places an order.
  2. Any conflicting terms and conditions of the Client are hereby expressly rejected. They shall only become part of the contract if the Contractor expressly confirms them in writing and only to the extent stated in such confirmation.
  3. For supplementary and follow-up orders of the types listed under Section I.1, these General Terms and Conditions shall apply accordingly. They are considered accepted at the latest upon placement of the order by the Client.
  4. If the contract includes the delivery of hardware or software products, the relevant supplementary conditions of the Contractor in their respective valid version shall also apply.

II. Content of the Contract

  1. Pre-contractual communications, in particular offers, descriptions and cost estimates, are non-binding unless explicitly agreed otherwise.

Information provided in brochures, leaflets or application notes serves purely informational purposes and provides general guidance. Unless otherwise agreed, it does not form part of the contract.

The written order confirmation issued by the Contractor shall be decisive for the content and scope of the contract.

Changes to the contract and verbal side agreements shall only be valid if confirmed in writing.

If the contract forms part of the commercial business operations of a merchant, the written order confirmation of the Contractor shall exclusively determine the content and scope of the contract.

  1. The Contractor reserves the right to make technical modifications during execution of the order, provided these arise from technological progress or prove beneficial to the performance of the system.

Any reference by the Client to “industry practices” that deviate from or supplement the contract is expressly rejected.

III. Prices

  1. Unless explicitly stated otherwise, all prices quoted by the Contractor are exclusive of statutory VAT.

For purchase contracts, prices are also quoted ex works or ex warehouse. Packaging and installation are not included in the price unless otherwise agreed.

If statutory VAT increases after conclusion of the contract, the Contractor is entitled to increase the price accordingly.

  1. Even if a binding price agreement exists, the Contractor may adjust the price if the service is to be performed more than four months after the contract is concluded and if additional public charges, freight costs, fees or changes in cost factors (such as wages or materials) increase the cost of performance.

If such an increase exceeds 10% of the agreed price, the Client may withdraw from or terminate the contract unless the Contractor has explicitly confirmed a fixed price in writing.

IV. Delivery Time, Delivery and Transfer of Risk

  1. Execution or delivery will commence within approximately six weeks after the contract has been concluded, unless a binding date has been expressly confirmed in writing.

The delivery period begins upon receipt of the unconditional order confirmation by the Contractor and only after all execution details have been clarified and all obligations of the Client have been fulfilled.

  1. In cases of force majeure or other extraordinary circumstances beyond the Contractor’s control (e.g. supply shortages, operational disruptions, strikes, lockouts, transport shortages, government actions, energy supply issues), the delivery period shall be extended by the duration of the impediment plus a reasonable restart period.

If performance becomes impossible due to such circumstances, the Contractor shall be released from its obligation to perform.

If the delay exceeds two weeks, the Client may withdraw from the contract.

The Client shall not be entitled to claim damages due to such delays.

  1. The Contractor is entitled to provide partial deliveries or services, provided they can be used independently by the Client.
  2. In the case of work contracts, risk transfers to the Client upon commissioning of the system by the Contractor or at the latest upon acceptance of the work.

If no formal acceptance is requested by the Client, the work shall be deemed accepted 12 working days after written notification of completion.

Minor defects shall not justify refusal or delay of acceptance.

  1. For purchase contracts, the place of performance is the Contractor’s place of business.

The Client bears the cost of shipment from this location. If no shipping instructions are provided, the Contractor may choose the shipping method at its discretion.

If the Client is a business entity, the risk transfers once the goods leave the Contractor’s warehouse or factory, even if delivery free of charge has been agreed.

At the Client’s request and expense, the goods may be insured against transport damage or fire.

  1. If delivery or performance is delayed at the Client’s request or due to circumstances attributable to the Client (creditor delay), the risk transfers to the Client for the duration of the delay.

Any additional costs arising from waiting times, storage or additional travel of the Contractor’s personnel shall be borne by the Client.

V. Installation and Maintenance of Systems

Unless otherwise agreed in writing, the following provisions apply to installation and maintenance:

A. Obligations of the Client

The Client must provide the following at their own expense and in due time:

• Auxiliary personnel and, where necessary, skilled workers (e.g. masons, carpenters, metalworkers, crane operators)
• All required tools and materials
• Construction work such as groundwork, plastering, painting or scaffolding
• Power supply, water supply and necessary connections
• Heating and lighting
• Suitable storage rooms for equipment and materials
• Work and recreation rooms including sanitary facilities for installation staff

The Client must also take protective measures for the Contractor’s personnel and equipment equivalent to those used to protect their own property.

Five working days before installation begins, the Client must provide information about hidden electrical, gas or water lines and any necessary structural data.

The Client must confirm the completion of installation work using forms provided by the Contractor.

The Client shall bear the costs for environmentally compliant disposal of removed or replaced components.

B. Installation Charged Separately

If installation is billed separately:

• The Client must pay agreed hourly rates including surcharges for overtime, night work, weekend or holiday work
• Planning, supervision and documentation services will also be charged
• Travel time and preparation time count as working time
• Travel expenses, transportation of tools and materials and other logistical costs will be charged separately

C. Diagnostic Work

For intermittent faults, repeated inspections may be necessary. The Client must bear the cost of multiple service visits if required.

VI. Payment

  1. Invoices are payable within 7 days from the invoice date.
  2. In the event of late payment, default interest shall be charged in accordance with Section 288 of the German Civil Code (BGB).
  3. Payments with discharging effect may only be made directly to the Contractor.
  4. The Contractor may request an advance payment of up to 50% of the order value upon placement of the order.

If the advance payment is not made on time, the Contractor may suspend further work until payment is received.

  1. Acceptance of checks or bills of exchange is only on a provisional basis and subject to successful collection.

All related costs are borne by the Client.

  1. In the case of partial services, the Contractor is entitled to request corresponding partial payments.

IX. Liability

  1. The Contractor shall only be liable for intent and gross negligence.

Liability for slight negligence is excluded unless it concerns damage to life, body or health or breaches of essential contractual obligations.

  1. The Contractor shall not be liable for damages resulting from criminal acts such as burglary, robbery or theft, or for consequential damages such as:

• malfunction of the system
• burglary damage
• police or fire brigade costs
• security service costs triggered by alarm notifications

unless mandatory statutory provisions provide otherwise.

  1. The Contractor is not liable for work performed by subcontractors that is not related to the agreed services or that has been directly commissioned by the Client.
  2. Any irregularities in contractual performance must be reported to the Contractor immediately in writing, otherwise claims arising from them are excluded.
  3. Advice provided by the Contractor or its representatives is non-binding and not part of the contract. Liability only exists in cases of intent or gross negligence.

X. Applicable Law, Place of Performance and Jurisdiction

  1. The legal relationship between Contractor and Client shall be governed by the laws of the Federal Republic of Germany.
  2. If the contract is concluded within the scope of a commercial business, the exclusive place of jurisdiction and performance is the Contractor’s registered office.

XI. Data Storage

The Contractor is entitled to process and store data received in connection with the business relationship in accordance with the German Federal Data Protection Act, insofar as this is necessary for contract execution.

XII. Miscellaneous

  1. All offers and planning documents of the Contractor are protected by copyright and may not be reproduced or shared without written permission.

Software provided to the Client may only be used for the Client’s own business purposes and may not be copied or distributed to third parties.

  1. For transmissions via public telecommunications networks or other communication channels, the Contractor cannot guarantee a higher level of security than that inherent in the transmission medium.
  2. Any fees charged by network operators, police, fire departments or other third parties in connection with the agreed services shall be borne by the Client.
  3. The Contractor may engage reliable third-party companies to fulfil its obligations.
  4. The Contractor is not obliged to procure spare parts if doing so would require disproportionate economic effort or if procurement is impossible.
  5. If any provision of these terms is invalid, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with a valid one that comes closest to its intended economic purpose.