General Terms and Conditions (GTC) of Gentner Energy Media GmbH for Orders on the Website

General Terms and Conditions (GTC) of Gentner Energy Media GmbH for Orders on the Website

Legal Notice: These Terms and Conditions are governed exclusively by German law. All legal references refer to German legislation unless otherwise specified.

1. Scope of Application

These General Terms and Conditions, in the version valid at the time of the order, exclusively govern the business relationship between Gentner Energy Media GmbH (hereinafter referred to as "GEM") and the purchaser. Any conflicting or deviating terms and conditions of the purchaser shall not be recognized, unless GEM has expressly agreed to their applicability in writing.

2. Orders; Offers; Conclusion of Contract

2.1 Orders may be placed by telephone, post, fax, email, or via the internet. An order constitutes an offer by the purchaser to GEM to enter into a purchase contract. GEM confirms receipt of the order by email and lists the details of the offer (order confirmation). This order confirmation does not constitute acceptance of the offer under German contract law¹ but merely informs the purchaser that the order has been received.

2.2 Descriptions of products and services published on GEM's website do not constitute legally binding offers. The purchaser makes a binding offer to acquire the specified products and services by placing an order in accordance with German Civil Code (BGB) § 145.

2.3 A contract for the purchase of goods or services is concluded only upon acceptance of the order by GEM. In general, such acceptance occurs through dispatch of the goods or performance of the service. **A separate declaration of acceptance is not required as the purchaser waives this requirement under German law (BGB § 151 sentence 1)**².

2.4 GEM reserves the right to decline an order in justified cases, particularly where there is reasonable suspicion that the purchaser may not fulfill contractual obligations.

3. Terms of Use and Licensing for Digital Products

3.1 When purchasing a downloadable item, GEM grants the purchaser a simple, non-transferable right of use for personal and business purposes within the purchasing organization. The purchaser is entitled to use the digital product for their own internal business purposes, including reasonable sharing within the same organization³. Any external distribution, publication, reproduction, and/or commercial resale requires prior written consent from GEM. The purchaser may make backup copies solely for security purposes. Any other form of duplication is prohibited. The purchaser is not entitled to resell or otherwise transfer the acquired item to third parties.

3.2 Ordered items are personalized, meaning the purchaser is designated—visibly and through digital watermarks—as the sole authorized user. This marking serves as protection against unauthorized copying and/or distribution.

3.3 Due to the personalization of the product for the purchaser, GEM is unable to use the product for any other purpose.

4. Right of Withdrawal

FOR CONSUMER PURCHASES ONLY: This section applies exclusively to consumers as defined under German law (BGB § 13) and does not apply to business customers. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession.

INSTRUCTION ON WITHDRAWAL

4.1 Right of Withdrawal
You have the right to withdraw from this contract within fourteen (14) days without giving any reason.
The withdrawal period is fourteen (14) days from the day on which you or a third party designated by you, who is not the carrier, took possession of the first item in case of multiple deliveries.

To exercise your right of withdrawal, you must inform us (Alfons W. Gentner Verlag GmbH & Co. KG, Forststr. 131, 70193 Stuttgart, P.O. Box 10 17 42, 70015 Stuttgart, Germany, Tel.: +49 (0)711 63672-0, Fax: +49 (0)711 63672-414, Email: service@gentner.de) by means of a clear declaration (e.g. a letter sent by post, fax or email) of your decision to withdraw from this contract. You may use the attached model withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient that you send the notification of the exercise of the right of withdrawal before the withdrawal period has expired.

4.2 Consequences of Withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including delivery costs (except for the additional costs resulting from your choice of a different type of delivery than the least expensive standard delivery offered by us), without undue delay and at the latest within fourteen (14) days from the day on which we receive notification of your withdrawal from this contract.

We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless expressly agreed otherwise with you; in no event will you be charged any fees for this reimbursement.

We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earlier.

You must send back or hand over the goods to us without undue delay and in any event not later than fourteen (14) days from the day on which you notify us of your withdrawal from this contract. The deadline is met if you dispatch the goods before the period of fourteen (14) days has expired.

You shall bear the direct costs of returning the goods.

You are only liable for any diminished value of the goods if this loss in value is due to handling of the goods which was not necessary to examine their nature, characteristics and functioning.

5. Delivery

5.1 If the purchaser places an order via GEM's online shop, they will receive an electronic confirmation of receipt, displayed on-screen and sent via email. This electronic confirmation is generated automatically and merely serves as an acknowledgement of receipt of the order under German contract law, not acceptance of the order⁴.

5.2 Unless otherwise agreed, delivery shall be made to the delivery address specified by the purchaser. Information regarding delivery times is non-binding, unless a fixed delivery date has been expressly confirmed by GEM.

5.3 In the case of specialist literature purchased online in the form of a downloadable product, delivery is effected electronically. Delivery is deemed fulfilled once GEM has demonstrably transmitted the file to the purchaser's specified email address⁵. The purchaser remains entitled to prove that the file was not received; in such cases, GEM will repeat the delivery process.

5.4 The delivery of publications is subject to product availability. If a product is not available or not yet released at the time of order, the purchaser will be informed of the estimated delivery date, and the order will be placed on backorder. As soon as the item becomes available, it will be shipped without further notice to the purchaser. For out-of-print publications for which a new edition is planned, the upcoming edition will be reserved. If an item is permanently unavailable, the purchaser will be notified accordingly. Any payments already made will be promptly refunded.

5.5 If GEM is unable to fulfill an order due to non-performance by its supplier and is not at fault, GEM is entitled to withdraw from the contract. In such cases, the purchaser will be informed without undue delay that the product or service is not available. The purchaser's statutory rights remain unaffected.

5.6 Unless stated otherwise in the online shop, the purchaser shall bear the shipping costs associated with delivery. Deliveries to booksellers, resellers and wholesalers are always subject to shipping costs.

5.7 The place of performance for GEM's obligations is Stuttgart, Germany. The place of performance for the purchaser's payment obligations is likewise Stuttgart, Germany.

5.8 If the goods are shipped to a location other than the place of performance at the purchaser's request, the risk shall pass to the purchaser at the moment the goods are handed over to the shipping company (equivalent to EXW terms under international trade rules), provided the purchaser is a business customer (Unternehmer) as defined in German Commercial Code⁶.

5.9 In the event of incorrect or inadequate packaging, GEM shall be liable for transport damage resulting from such packaging and shall bear the costs for returning the damaged goods.

6. Termination of Ongoing Deliveries and Magazine Subscriptions

6.1 Magazine subscriptions may be cancelled by the purchaser with three (3) months' notice to the end of the subscription year (calculated from the initial order date), by notifying the delivery service in writing. Subscription fees are invoiced in advance or debited via direct debit if the purchaser has opted for this payment method. If the magazine cannot be delivered due to circumstances beyond GEM's control, the purchaser is not entitled to a replacement delivery, substitute product, or refund of prepaid subscription fees.

6.2 The right to extraordinary termination without notice of continuing obligations (such as subscriptions or ongoing deliveries) remains unaffected. GEM is entitled to extraordinary termination in particular if the purchaser, despite a reminder and setting of a deadline, fails to meet payment obligations in accordance with clause 7 below.

6.3 **All notices of termination must be made in text form (including email or traditional mail)**⁷.

7. Prices

7.1 All prices are based on the price information published on GEM's website at the time of the order.

7.2 Unless expressly stated otherwise, all prices include applicable statutory value-added tax (VAT) where required by law and exclude any applicable shipping and packaging costs.

8. Due Date and Payment; Default

8.1 Unless otherwise agreed, the due date of payments owed is determined by the due date specified in the invoice. If no due date is stated on the invoice, payment is due upon receipt of the invoice. Payments must be made without any deductions (including bank charges) and must include the invoice number, transferred to the bank account specified in the invoice⁸.

8.2 If the purchaser is in default of payment, the statutory provisions of German law shall apply.

9. Set-Off; Right of Retention

The purchaser shall only be entitled to set off claims if such counterclaims are undisputed by GEM or have been established by final court judgment⁹. The purchaser may only exercise a right of retention if the counterclaim is based on the same contractual relationship.

If the purchaser is a merchant (Kaufmann under German Commercial Code), a legal entity under public law, or a public sector entity, retention of payment due to any counterclaims not recognized by GEM is not permitted, nor is set-off with such counterclaims.

10. Retention of Title

10.1 **The delivered goods shall remain the property of GEM until full payment has been received (subject to local law limitations in international transactions)**¹⁰. If the purchaser has acquired a digital product, GEM may temporarily restrict access until payment has been received in full.

10.2 In the event of a breach of contract by the purchaser, in particular in case of payment default, GEM shall be entitled to reclaim the delivered goods after issuing a reminder, and the purchaser shall be obliged to return them. The assertion of retention of title and seizure of the goods by GEM does not constitute withdrawal from the contract.

11. Warranty and Liability for Defects

11.1 If the purchased item is defective, the statutory provisions of German law shall apply¹¹. Assignment of these claims by the purchaser is excluded.

11.2 Unless otherwise provided below, any further claims of the purchaser—on whatever legal grounds—are excluded.

11.3 In the event of ordinary negligence, GEM shall only be liable for breaches of essential contractual obligations (fundamental contractual duties essential for contract performance, so-called "Kardinalpflichten" under German law), i.e. obligations whose fulfillment is essential to the proper performance of the contract and on the observance of which the contracting party may regularly rely. In such cases, liability is limited to the foreseeable, contract-typical, and direct average damage based on the nature of the goods or services.

11.4 GEM shall be liable without limitation in cases of injury to life, body, or health of the purchaser and in accordance with the German Product Liability Act.

11.5 In all other respects, GEM's pre-contractual, contractual, and non-contractual liability shall be limited to intent and gross negligence.

11.6 The limitation period for claims by the purchaser based on defects in delivered goods or rendered services shall be twelve (12) months (reduced from the standard statutory period under German law), provided the purchaser is a business customer within the meaning of German Commercial Code¹².

12. Data Protection

We collect personal data of the purchaser as required to process the respective contract. For details on how we process, store, share and delete such data, please refer to our Privacy Policy.

13. Final Provisions

13.1 The contractual relationship between GEM and the purchaser shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 If the purchaser is a merchant within the meaning of the German Commercial Code (HGB), the place of jurisdiction for all disputes arising from or in connection with this contract shall be Stuttgart, Germany.

13.3 Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.

Stuttgart, March 11, 2025

Footnotes - Identified Residual Issues