These general terms and conditions (in German: Allgemeine Geschäftsbedingungen, AGB) govern the business relationships of ZPAS GROUP GmbH with its customers. They apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), legal entities under public law and special funds under public law; sales to consumers (§ 13 BGB) are not envisaged. Last updated: June 2026.
Translation provided for information only. Only the German version of these terms and conditions is legally binding.
Part A — General provisions
1 Scope and conclusion of contract
1.1These general terms and conditions (“Terms”) apply to all business relationships of ZPAS GROUP GmbH, Torgauer Straße 231–233, 04347 Leipzig, Germany (“ZPAS”), with its customers. Customers within the meaning of these Terms are exclusively entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. ZPAS does not supply consumers (§ 13 BGB).
1.2ZPAS sells electrical enclosures, outdoor enclosures, 19-inch server and network cabinets, data centre cabinet systems and accessories. The manufacturer of the products is ZPAS S.A. (Poland). ZPAS GROUP GmbH is a distribution company of ZPAS S.A. and also serves customers outside Germany.
1.3The content and scope of the services are determined by the quotation prepared by ZPAS and accepted by the customer (“Quotation”). In the event of any conflict between the Quotation and these Terms, the Quotation shall prevail.
1.4The customer’s general terms and conditions of business or purchase shall not form part of the contract, even if ZPAS does not expressly object to them, unless ZPAS expressly confirms their validity in text form (Textform). The execution of a delivery shall not be deemed acceptance of deviating terms.
1.5Quotations from ZPAS are subject to change and non-binding. Only the customer’s order constitutes a binding offer to conclude a contract. The contract is concluded upon ZPAS’s order confirmation in text form. Where a quotation is, by way of exception, expressly designated as binding, ZPAS shall be bound by it for ten (10) working days.
2 Services provided by ZPAS
2.1Depending on the Quotation, the services of ZPAS consist of (a) the sale of enclosures, cabinets and accessories (“Sale of Goods”, Part B) and (b) the installation of data centre cabinet systems at the customer’s premises (“Installation Services”, Part C).
2.2In addition to these general provisions (Part A), the provisions of Parts B and C apply. In the event of a conflict, they take precedence over the general provisions.
3 Customer’s cooperation
3.1The customer shall name a contact person to ZPAS, with postal address and email address, who is able to take the necessary decisions or to bring them about without undue delay.
3.2If the customer fails to fulfil its obligations to cooperate, or fulfils them late or inadequately, the performance periods shall be extended appropriately; ZPAS shall invoice the resulting additional expenditure separately at the agreed prices.
4 Prices and payment
4.1All prices are net prices plus the statutory value added tax applicable at the time. Unless otherwise provided in the Quotation, the customer shall make payment in advance.
4.2If the price of cold-rolled steel (cold rolled coil) according to the MEPS index changes by more than 10 % between conclusion of the contract and delivery compared with the value on which the Quotation was based, either party shall be entitled to demand a corresponding adjustment of the confirmed price; ZPAS shall pass on price reductions to the customer in the same way. An adjustment under sentence 1 is excluded for deliveries to be made within four (4) months of conclusion of the contract. The adjustment is limited to 15 % of the confirmed net price. If the increase demanded by ZPAS exceeds 10 % of the confirmed net price, the customer may withdraw from the order concerned within two (2) weeks of receipt of the adjustment notice.
4.3Payment terms and any cash discounts are agreed individually in the Quotation. Where a payment term has been agreed, invoices are payable without deduction within the agreed period; otherwise clause 4.1 applies. In the event of default in payment, ZPAS shall charge the statutory default interest applicable to commercial transactions.
4.4The customer is entitled to set-off only with counterclaims that are undisputed or have been established with final and binding effect. The customer may assert a right of retention only on account of claims arising from the same contractual relationship.
4.5If the customer is in default with a payment, or if circumstances become apparent after conclusion of the contract that seriously call its ability to pay into question, ZPAS shall be entitled to carry out outstanding deliveries only against advance payment or the provision of security and, after setting a reasonable grace period, to withdraw from the contract (§ 321 BGB). Further statutory rights of ZPAS remain unaffected.
4.6If a payment by the customer is insufficient to settle several outstanding claims due, it shall be credited first to the oldest claim due and, within a claim, first to costs, then to interest and finally to the principal claim.
5 Liability
5.1ZPAS shall be liable without limitation for intent and gross negligence on the part of ZPAS, its legal representatives or vicarious agents, and for damage resulting from culpable injury to life, body or health.
5.2In the event of simple negligence, ZPAS shall only be liable for breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may regularly rely. In this case, liability is limited to the damage typical of the contract and foreseeable at the time the contract was concluded.
5.3In all other respects, the liability of ZPAS is excluded.
5.4The above limitations of liability also apply in favour of the legal representatives and vicarious agents of ZPAS, and to pre-contractual and tortious claims.
5.5Liability under the German Product Liability Act (Produkthaftungsgesetz) and under any guarantee expressly assumed by ZPAS remains unaffected.
6 Confidentiality
6.1The parties shall keep secret all information of the other party that becomes known to them in the course of their cooperation and that is marked as confidential or is confidential by its nature, and shall protect it with due care against access by unauthorised persons.
6.2The obligation of confidentiality shall continue for three (3) years after the end of the respective contract.
7 Final provisions
7.1The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
7.2The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of ZPAS (Leipzig).
7.3Where these Terms require written form, text form shall suffice unless otherwise provided in the individual case.
7.4Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.
Part B — Supplementary provisions for the sale of goods
1 Scope of services
1.1Within the scope of the Sale of Goods, ZPAS sells enclosures, cabinets and accessories to the customer in accordance with the respective Quotation.
2 Delivery and passing of risk
2.1Delivery is made FCA ZPAS S.A., Przygórze 8, 58-410 Marciszów, Poland (Incoterms 2020); this is also the place of performance, including for any subsequent performance. At the customer’s request and expense, ZPAS shall ship the goods to another destination; unless otherwise agreed, the choice of transport route, means of transport and packaging shall be at ZPAS’s discretion.
2.2The risk of accidental loss and accidental deterioration passes to the customer upon handover to the carrier.
2.3Partial deliveries are permissible insofar as they are reasonable for the customer.
2.4Delivery dates are only binding if they are expressly designated as binding in the order confirmation.
2.5If the customer fails to take delivery of the goods on the agreed date (default of acceptance), ZPAS shall be entitled to store the goods at the customer’s expense and risk. For storage, ZPAS may charge a flat rate of 0.5 % of the net value of the goods for each week of storage or part thereof, but no more than 5 % of the net value of the goods. The customer reserves the right to prove that no storage costs or significantly lower storage costs were incurred; ZPAS reserves the right to prove higher costs. The statutory rights of ZPAS in the event of default of acceptance remain unaffected.
3 Reservation of self-supply and impediments to performance
3.1ZPAS’s obligation to deliver is subject to correct and timely self-supply by the manufacturer. This applies only if ZPAS has concluded a congruent procurement transaction and is not responsible for the failure to supply. ZPAS shall inform the customer without undue delay and refund any consideration already paid.
3.2Impediments to performance for which ZPAS is not responsible (in particular force majeure, natural events, war, pandemic, shortages of energy and raw materials, official measures, industrial action, transport and operational disruptions) shall extend the delivery period appropriately. If the impediment lasts longer than two (2) months, either party may withdraw from the contract with regard to the part of the performance affected.
4 Obligation to inspect and give notice of defects (§ 377 HGB)
4.1The customer shall inspect the goods without undue delay after delivery. Apparent defects as well as discrepancies in quantity and packaging must be notified in text form without undue delay, at the latest within five (5) working days; hidden defects must be notified without undue delay after their discovery. If the customer fails to give notice in good time, the goods shall be deemed approved in this respect (§ 377 of the German Commercial Code (Handelsgesetzbuch, HGB)).
5 Retention of title
5.1The goods delivered shall remain the property of ZPAS until all claims arising from the business relationship have been paid in full.
5.2The customer is entitled to resell the goods in the ordinary course of business. The customer hereby assigns to ZPAS, by way of security, the claims arising from the resale in the amount of the final invoice amount (including value added tax); ZPAS accepts the assignment. The customer remains authorised to collect the claims as long as it meets its payment obligations towards ZPAS.
5.3In the event of seizures or other interventions by third parties affecting the goods subject to retention of title, the customer shall notify ZPAS in text form without undue delay.
5.4If the realisable value of the securities exceeds the claims to be secured by more than 20 %, ZPAS shall release securities to a corresponding extent at the customer’s request; the selection shall be at ZPAS’s discretion.
6 Warranty for material defects
6.1The goods are free from material defects if, at the time the risk passes, they meet the agreed quality requirements and, where applicable, installation requirements. The quality agreed in the Quotation is decisive in the first instance; otherwise, the objective requirements customary for products of this kind apply.
6.2In the event of material defects, ZPAS shall, at its own discretion, provide subsequent performance by rectification of the defect or replacement delivery. If subsequent performance fails, the customer is entitled to the statutory rights.
6.3The customer’s claims for defects become time-barred twelve (12) months after delivery of the goods. This reduction does not apply to claims for damages based on intent or gross negligence, on fraudulently concealed defects, under a guarantee or for injury to life, body or health, nor to claims under the German Product Liability Act (Produkthaftungsgesetz); in these cases, the statutory limitation periods apply. Mandatory longer statutory periods, in particular under § 438(1) no. 2 BGB (items for buildings) and under § 445b BGB (recourse against the supplier), remain unaffected.
6.4Compliance with the obligation to inspect and give notice of defects under clause 4 is a prerequisite for the customer’s claims for defects.
6.5Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, or defects resulting from incorrect or negligent handling, improper storage or installation, or use outside the technical specification.
6.6In addition to the statutory warranty (clauses 6.1 to 6.5), ZPAS passes on to the customer the manufacturer’s guarantee granted by the manufacturer ZPAS S.A. The guarantee period is 24 months from delivery for catalogue products and 18 months from delivery for air-conditioning and cooling technology. The guarantor in the legal sense is ZPAS S.A.; ZPAS GROUP GmbH arranges the handling of guarantee claims and does not itself assume any guarantee of its own, unless it expressly designates such a guarantee in the Quotation in text form as a “Guarantee of ZPAS GROUP GmbH”. The customer shall notify guarantee claims to ZPAS GROUP GmbH, which shall handle them with the guarantor.
6.7At the guarantor’s option, the guarantee covers the rectification or replacement delivery of such parts as become unusable, or significantly impaired in their usability, within the guarantee period as a result of a material or manufacturing defect. Excluded are wearing parts and defects resulting from incorrect or negligent handling, improper storage, installation or commissioning, use outside the technical specification, unauthorised interventions or normal wear and tear (clause 6.5 applies accordingly). Guarantee claims require the customer to notify the guarantee case in text form without undue delay after its discovery.
6.8The customer’s statutory rights in respect of defects under clauses 6.1 to 6.5 exist independently of the guarantee; they are neither restricted nor excluded by it. In particular, the guarantee does not affect the limitation provision under clause 6.3.
7 Custom builds and returns
7.1Goods made to measure or configured to customer specifications (in particular special sizes, special colours and special designs) are excluded from withdrawal and return; there is no entitlement to take-back or to payment of compensation in this respect.
7.2Otherwise, ZPAS takes back delivered goods only by prior express agreement. Goods that have already been processed are excluded from return.
Part C — Supplementary provisions for the installation of data centre cabinet systems
1 Scope of services
1.1ZPAS installs data centre cabinet systems at the customer’s premises (in particular setting up, aligning and baying the cabinets, mechanical connection and, where applicable, containment). This concerns the installation of movable cabinet systems, not a fixed installation or work on a building.
1.2The electrical connection to the power and data network and work to be performed by the customer on site are not part of the Installation Services, unless expressly agreed otherwise in the Quotation.
2 Customer’s cooperation
2.1The customer shall provide, in good time and free of charge, a suitable, load-bearing and level installation area, suitable transport routes and access, and the necessary on-site prerequisites (in particular power and data connections).
2.2Delays attributable to the customer’s area of responsibility shall extend the performance periods appropriately; the resulting additional expenditure shall be invoiced separately.
3 Acceptance
3.1The Installation Services are subject to acceptance. ZPAS shall give notice of completion; the customer shall accept the services within two (2) weeks of such notice. Acceptance may not be refused on account of insignificant defects.
3.2If the customer does not accept services that are ready for acceptance within the set period, or puts them into productive use, the services shall be deemed accepted.
4 Warranty for the Installation Services
4.1Claims for defects relating to the Installation Services become time-barred twelve (12) months after acceptance. Otherwise, the liability provisions of Part A, clause 5, apply accordingly.
5 Personnel at the customer’s premises
5.1Employees and vicarious agents of ZPAS shall not be integrated into the customer’s business operations; the customer has no right to issue instructions to these persons. Technical coordination takes place exclusively via the named contact persons.