General Terms and Conditions
General Terms and Conditions for the use of the services of Sheriff Security GmbH, Löffelstrasse 22–24, 70597 Stuttgart (as of: June 2025)
I. Scope of Application
1. The following terms and conditions form part of all offers and declarations of acceptance of contract by the Contractor and are the basis of all sales and deliveries by the Contractor, including consulting and information. They are deemed an accepted part of the contract from the moment the Client places an order.
2. Any conflicting general terms and conditions of the Client are hereby rejected in their entirety; they only become part of the contract, deviating from these GTC, on a one-off basis and to the extent confirmed, upon written confirmation by the Contractor.
3. These General Terms and Conditions apply accordingly to supplementary and follow-up orders of the kind listed under I. 1. They are deemed an accepted part of the contract at the latest from the moment the Client places an order.
4. Where deliveries of hardware and software products are the subject of the contract, the relevant terms of the Contractor in their respective current version apply in addition.
II. Content of the Contract
1. Pre-contractual communications, in particular offers, descriptions and cost estimates, are non-binding unless expressly agreed otherwise.
Information and details in brochures, leaflets and application-related technical notes are intended for information purposes only and to convey general knowledge. Unless otherwise agreed, they do not become part of the contract.
The written order confirmation of the Contractor alone is decisive for the content and scope of the contract.
Contract amendments and verbal side agreements are only effective if confirmed in writing.
If the contract belongs to the operation of the commercial business of a merchant, the written order confirmation of the Contractor is decisive for the content and scope of the contract.
2. The Contractor reserves the right to make technical changes when executing the order, insofar as these result from the progress of technical development or prove expedient in the individual case in the interest of the performance of the system. Any reliance by the Client on "customary industry practices" deviating from or supplementing the contract is hereby expressly rejected.
III. Prices
1. The prices stated by the Contractor are exclusive of statutory value added tax unless VAT has been expressly stated; in the case of a purchase contract, prices are furthermore ex works or ex warehouse; packaging and installation are not included in the price unless otherwise agreed. Should the statutory value added tax increase after conclusion of the contract, the Contractor is entitled to increase the prices to the same extent.
2. If a price agreement binding on the Contractor has been reached, the Contractor may nevertheless adjust the prices if the Contractor's services are to be rendered more than four months after conclusion of the contract and the delivery or service is subsequently affected and made more expensive, directly or indirectly, by newly introduced public charges, ancillary fees, freight charges or increases thereof, or by other statutory measures or a change in cost factors such as wage and material costs on which the Contractor's prices are based. If the price increase due to the aforementioned circumstances exceeds 10% of the agreed price, the Client may withdraw from or terminate the contract. This does not apply if the Contractor has expressly promised a fixed price in writing.
IV. Delivery Times, Delivery, Transfer of Risk
1. Execution or delivery begins at the latest within approximately six weeks after conclusion of the contract, unless the Contractor has expressly designated it as binding in writing. The execution or delivery period begins on the day the Client's unconditional order confirmation is received by the Contractor, but not before all execution details have been clarified and all other prerequisites to be provided by the Client have been fulfilled.
2. In the event of force majeure or other exceptional circumstances beyond the Contractor's control, e.g. difficulties in procuring materials, operational disruptions, strike, lockout, lack of means of transport, official interventions, energy supply difficulties, etc. - even if they occur at upstream suppliers - the execution or delivery period is extended, if the Contractor is hindered in the timely fulfilment of its obligation, by the duration of the hindrance plus a reasonable start-up period. If the delivery or service becomes impossible due to the aforementioned circumstances, or if the Contractor is entitled to refuse performance due to personal or practical unreasonableness, the Contractor is released from the obligation to create the work or from the obligation to perform. If the delay in execution lasts longer than two weeks, the Client is entitled to withdraw from the contract. If the execution or performance period is extended or if the Contractor is released from the obligation to execute or perform, the Client cannot derive any claims for damages from this. The Contractor may only invoke the aforementioned circumstances if it notifies the Client without delay. The Client's right to withdraw after the fruitless expiry of a reasonable grace period set by the Client remains unaffected.
3. The Contractor is entitled to render partial services that can be used independently by the Client.
4. In the case of a contract for work, the risk passes to the Client upon commissioning of the work by the Contractor, but at the latest upon acceptance of the work. This also applies to partial acceptances, insofar as these can be effected according to the nature and characteristics of the work.
If the Client does not request acceptance, the service is deemed accepted upon expiry of 12 working days after written notification of completion. The aforementioned provisions also apply to partial acceptances. Acceptance may not be refused or delayed on account of minor defects.
5. The place of performance upon conclusion of a purchase contract is the Contractor's place of business. The Client bears the costs of shipping the purchased item from the location of the Contractor's place of business. If no agreements have been made regarding shipment, it is carried out at the Contractor's discretion, whereby the Contractor is not obliged to choose the cheapest method of shipment.
If the Client is an entrepreneur, the risk of loss or damage to the goods passes to the Client as soon as the goods leave the works or warehouse, even if carriage-paid delivery has been agreed. At the Client's request, the goods will be insured at the Client's expense against breakage, transport and fire damage.
6. If the service or delivery is delayed at the Client's request or for reasons for which the Client is responsible (default of acceptance), the risk passes to the Client for the period of the delay. The Client shall bear the corresponding costs for waiting time, provision and storage as well as further necessary journeys of the Contractor's vicarious agents.
V. Installation and Maintenance of Systems
For every type of installation, assembly and maintenance, the following provisions apply unless otherwise agreed in writing:
A. The Client shall provide at its own expense and in good time:
1. Auxiliary personnel such as labourers and, if necessary, also bricklayers, carpenters, locksmiths, crane operators and other skilled workers with the tools they require in the necessary number; all earthworks, bedding, chiselling, scaffolding, plastering, painting and other non-industry ancillary work including the building materials required for this; operating power and water including the necessary connections up to the point of use; heating and general lighting; at the assembly site, sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc. and, for the assembly personnel, adequate working and recreation rooms including appropriate sanitary facilities; furthermore, the Client shall take the measures on the construction site to protect the Contractor and the property of the Contractor's assembly personnel that it would take to protect its own property. Protective clothing and protective devices that are necessary due to special circumstances of the assembly site and are not customary in the industry for the Contractor.
2. 5 working days before the start of the assembly work, the Client shall, without being requested to do so, provide the necessary information on the location of concealed electricity, gas and water lines or similar installations as well as the required structural data.
3. The Client undertakes to certify the work performed to the installers and the Contractor's assembly personnel daily or weekly, at the Contractor's choice. The Client shall further confirm the completion of the installation or assembly on forms provided by the Contractor.
4. The costs of the proper, environmentally required disposal of installed parts and components that have to be removed or replaced shall be borne by the Client.
B. If the Contractor has undertaken the assembly or maintenance against individual invoicing, the following conditions are deemed agreed in addition to the provisions under A:
1. The Client shall pay the billing rates agreed with the Contractor at the time the order was placed for working time and surcharges for overtime, night, Sunday and public holiday work, for work under difficult conditions, as well as for planning, supervision and documentation. This applies accordingly to the consumption of material including offcuts as well as to the erection and connection of the installation.
2. Preparation, travel and transit times and reports count as working time, whereby the actual expenditure is charged for outward and return journeys, including in particular wage and vehicle costs.
3. Furthermore, the following costs are remunerated separately:
Travel costs, costs for the transport of tools and personal luggage, for freight and packaging, for the delivery of all materials and equipment as well as ordered technical documentation; allowances and supplements customary at the user's premises for working time as well as for rest days and public holidays.
C. For the diagnosis and rectification of intermittent faults, repeated inspections and work services may be necessary. The Client shall bear the costs of multiple deployments of the Contractor in this respect.
VI. Payment
1. Our invoices are due 7 days after invoicing.
2. In the event of default by the Client, interest will be charged in accordance with § 288 BGB (German Civil Code), subject to the assertion of further damages.
3. Payments with debt-discharging effect can only be made to the Contractor itself.
4. The Contractor may, at its own discretion, invoice a down payment of 50% of the order value when the order is placed. If the down payment is not made on time, the Contractor is entitled to cease its further activities or to postpone them until payment is made.
5. Cheques, bills of exchange and other securities are only accepted on account of performance, subject to the usual reservation of their honouring and their discountability, and against the assumption by the Client of all costs connected with their honouring. Discount and bill charges are borne by the Client and are due immediately.
6. In the case of partial services, the Contractor is entitled to demand corresponding partial payments.
7. All claims of the Contractor become due immediately, irrespective of the term of any bills of exchange accepted and credited, if the terms of payment are not complied with or if circumstances become known to the Contractor that are likely to reduce the Client's creditworthiness.
8. If the Client withdraws from the contract (cancellation) without the Contractor having given it a reason to do so, or if the Client declares withdrawal from or termination of the contract for reasons for which it is responsible, the Client undertakes to compensate the costs already incurred as well as the lost profit with a lump sum of 30% of the agreed contract price.
9. If the Client is in default of acceptance or violates other duties to cooperate, the Contractor is entitled to compensation of the costs already incurred as well as the lost profit with a lump sum of 30% of the agreed contract price.
10. The Client is only entitled to set-off if the counterclaim is undisputed or has been established as final and absolute.
VII. Retention of Title
1. All goods remain the property (reserved goods) of the Contractor until all claims existing at the time of conclusion of the contract have been fulfilled - in the case of payment by cheque or bill of exchange, until they have been honoured - regardless of the legal grounds, and even if specifically designated claims have already been settled.
2. If the contract belongs to the operation of the commercial business of a merchant, sentence 1 also applies to future or conditional claims, including those arising from contracts concluded at the same time or later.
3. The Client is obliged to refrain from any impairment of ownership with regard to the reserved goods and, in the event of access by third parties, to inform the Contractor thereof without delay. The Client shall bear any costs of interventions arising in this respect.
4. If the value of the securities exceeds the Contractor's claim by more than 20%, the Contractor shall, at the Client's request, release securities of its choice to that extent.
VIII. Claims and Rights in Respect of Defects
1. If the subject matter of the contract has defects, the Client may initially demand subsequent performance (rectification or replacement delivery) within a reasonable period, whereby the Contractor has the right to choose between rectification and replacement delivery. In the case of rectification, the Contractor is entitled to two attempts.
2. In the event of delayed, refused or repeatedly failed rectification, the right to withdraw (rescission of the contract) or to reduce the remuneration remains unaffected. If the Client is an entrepreneur, no claims for defects exist in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the subject matter of the contract. If a construction service is the subject of liability for defects, withdrawal from the contract is excluded.
a) In the case of a purchase contract, the limitation period for subsequent performance, withdrawal or reduction is two years for new items and one year for used items. The period begins with the delivery of the purchased item. If the Client is an entrepreneur, the limitation period for new purchased items is one year; for used items, subsequent performance, withdrawal and reduction are excluded.
b) In the case of a contract for work, the limitation period for subsequent performance, withdrawal and reduction is one year. The period begins with the acceptance of the work or, in the absence of acceptance, with the commissioning of the work.
c) These limitation periods only apply if no repair attempts, maintenance work or technical modifications have been carried out on the subject matter of the contract by the Client or third parties, the Client behaves in accordance with the contract, the subject matter of the contract has only been properly operated, maintained and used, and obvious defects are notified to the Contractor in writing within two weeks of the transfer of risk, and non-detectable defects upon discovery, but at the latest within the limitation periods.
d) In the event of the existence of defects, the Client is entitled to a right of retention if this is in reasonable proportion to the defects and the anticipated costs of subsequent performance (in particular the rectification of the defect).
3. The Contractor points out that, according to the current state of the art, the absolutely error-free creation of software, in particular of complex software systems, is not possible, or not possible with reasonable effort.
The subject of this liability for defects is a program that is suitable for the customary use or the use presupposed by the contract in accordance with the program description.
a) The Contractor warrants that the program medium is free from material and manufacturing defects at the time of handover to the Client.
b) It should be noted that software is subject to constant improvement efforts during use and therefore an update may have to be carried out at certain intervals. This does not constitute a defect but is a property inherent in software systems. If programs are used on customer-owned hardware, liability for defects only extends to the delivered software and not to its interaction with the hardware and software provided by the Client.
4. The Client shall grant the time and opportunity reasonably required for the rectification of defects.
5. Liability for defects does not cover natural wear and tear, nor damage arising as a result of faulty or negligent handling, excessive strain, weather influences, force majeure, unsuitable operating equipment, defective construction work, unsuitable building ground, or such chemical, physical, electromechanical or electrical influences as are not presupposed by the contract.
6. Changes of use intended by the Client must be notified to and coordinated with the Contractor. If the Client fails to make such notification or coordination, it loses any claim under liability for defects.
7. The Contractor assumes no liability for defects for products/services provided by the Client.
IX. Liability
1. The Contractor is only liable for intent and gross negligence; it excludes its liability for slightly negligent breaches of duty, unless damages resulting from injury to life, body or health or guarantees are affected. Liability for the breach of duties whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely also remains unaffected. The same applies to breaches of duty by the Contractor's vicarious agents and representatives.
2. No liability beyond this is assumed; in particular, no liability is assumed for damage arising as a consequence of criminal acts (e.g. robbery, theft, burglary) against persons, the property or the assets of the Client or third parties. Claims for compensation for consequential damage, e.g. in the event of non-functioning of the system, burglary, costs of the police or fire brigade and, where applicable, security companies in the event of alarm notifications, are excluded in any case, unless mandatory statutory provisions on liability for intent or gross negligence conflict with these limitations of liability, or unless damages resulting from injury to life, body or health are asserted.
3. The Contractor is not liable for work of its vicarious agents insofar as the work is not connected with the agreed deliveries and services or insofar as the same has been directly arranged by the Client.
4. Any irregularities in the fulfilment of contractual obligations of the Contractor must be notified to the Contractor without delay in writing for the purpose of remedy; otherwise no rights can be derived therefrom.
5. Consultations by the Contractor's personnel or representatives commissioned by it are non-binding and are not part of the contract. They are based on the current state of the Contractor's knowledge and experience and are given to the best of its knowledge. Liability claims are excluded insofar as the Contractor cannot be proven to have acted with intent or gross negligence.
X. Applicable Law, Place of Performance and Jurisdiction
1. The law of the Federal Republic of Germany applies to the legal relations between the Contractor and the Client.
2. If the contract belongs to the operation of the commercial business of a merchant, the exclusive place of performance and jurisdiction is the registered office of the Contractor.
XI. Data Storage
The Contractor is entitled to process and store the data about the Client received in connection with the business relationship within the meaning of the German Federal Data Protection Act, insofar as this appears expedient in the context of the performance of the contract.
XII. Miscellaneous
1. The offers and planning documents of the Contractor are protected by copyright and may not be reproduced or passed on without its written consent. In the event of a violation, the Client is obliged to pay damages.
The programs provided by the Contractor for use are protected by copyright. The Client undertakes to use these programs exclusively for itself and only within the scope of its commercial activity.
By accepting the programs, the Client undertakes not to reproduce them or have them reproduced without the Contractor's consent, not to make or have made copies of the program descriptions, and not to make the programs or copies available to any unauthorised third party. In the event of a violation, the Client is obliged to pay damages.
2. In the case of transmissions via the public telephone network or other transmission media, the Contractor offers no higher security for the establishment of the connection and the transmission of messages than is inherent in the respective transmission service.
3. Fees charged by the network operator, police, fire brigade or third parties on the basis of the agreed deliveries and services are borne by the Client.
4. The Contractor is entitled to use other reliable companies in the fulfilment of its obligations.
5. The Contractor has no obligation to procure spare parts if such procurement would involve unreasonable economic effort or is actually impossible.
6. Should any of the above provisions be legally invalid, the validity of the remaining provisions shall not be affected. In the event of the legal invalidity of a clause, the Client is obliged to agree with the Contractor on a new provision that comes closest to the purpose pursued by the invalid provision.