bellatec GmbH’s General Terms and Conditions for the assembly, installation and operation of a recharging infrastructure for electric vehicles (bellatec | Technology for eMobility)
Last updated: 01/2022
1. Scope / Definition of terms
The following General Terms and Conditions (hereafter “GTCs”) underlie all contracts pursuant to the assembly and start-up, maintenance and operation of recharging infrastructures for electric vehicles agreed between bellatec GmbH | Technology for eMobility, Hermann-Oberth-Straße 23, D-85640 Putzbrunn, Munich District Court, HRB 272680 (hereafter the “contractor”) and the customer.
These GTCs apply exclusively to the entire business relationship (including future transactions in current business relationships). Any of the customer’s terms that are contradictory, deviating or supplementary to these GTCs will not be recognised by the contractor unless express agreement thereto is given by the contractor in writing. This requirement for consent and these GTCs will then also apply if the contractor provides the contractual services to the customer unreservedly in knowledge of customer terms that conflict with or deviate from these GTCs.
Customers typically include the owners of the contractual property (this also includes groups of individuals such as homeowner associations or estates in severalty) and, to an extent, other authorised individuals, e.g. tenants under a building lease or commercial tenants with sufficient authority under the law of obligations.
For the purposes of these GTCs, a “recharging infrastructure” for an electric vehicle consists of:
- the laying of lines and distribution from the respective mains connections to the individual parking spaces – cables are always laid by the contractor over plaster, unless otherwise agreed with the customer and using cable trays, ducts or conductor rails. If required, cables leading to parking spaces and semi-public spaces are also laid in the ground or in pipes/shafts;
- the construction of a base recharging infrastructure for the site;
- energy and load management technology;
- measurement and communications equipment;
- the actual charging stations on the individual parking spaces – a charging station consists of one or more charging points where power is made available to users.
The contractually agreed services entail the consultation session, planning, construction and installation of the charging infrastructure.
If agreed by both parties as an optional service in accordance with item 2 (below), the contractor can also provide the following as contractual services:
- the maintenance and repair (the “management”) of the recharging infrastructure,
- the ongoing supply of power to the customer via the contractual recharging infrastructure and, where necessary, via other charging points as well as
- the provision of a software application either in the form of a mobile app (optionally via an iOS or Android operating system) and/or a browser version with which the customer can monitor and control their charging infrastructure electronically. In addition to the present GTCs, separate additional conditions apply to the provision of each of these extra services by the contractor, in accordance with clause 1.
2. Conclusion of contract
Offers given by the contractor pertaining to the provision of contractual services are subject to change and non-binding. They do not represent a binding proposal to conclude a contract but rather a request to deliver an order made by the customer in accordance with the contractor’s offer.
Upon making an order based on the contractor’s offer, the customer then submits a binding offer to conclude the contract.
A contract is only concluded once the contractor has acknowledged the customer’s order by issuing an order confirmation. Ideally, this should be done when the contractor has begun providing their contractual services at the latest.
Provided nothing to the contrary has been agreed between both parties, it is sufficient for all statements made by either party to be submitted in writing, in accordance with item 2.
3. Performance obligations of the contractor
The contractor will carry out all necessary preparatory work for the planning and operation of the recharging infrastructure.
If deemed necessary for the operation of the charging infrastructure, the contractor will be held responsible for obtaining all public and civil law permits from third parties and checking the technical requirements for the installation of the recharging infrastructure.
The contractor will coordinate all necessary construction measures with the customer prior to beginning work, so that parties can ensure that the interests of any impaired third parties (e.g. tenants of the property) can be taken into account.
Work will be carried out on the property’s electrical infrastructure as part of the installation of the recharging infrastructure. Where required, (e.g. to comply with safety regulations or to prevent hazards), the contractor can disconnect the property’s power supply for the duration of installation works. Any disruption to or interruption of the power supply as a result of this must be kept to the absolute minimum necessary.
The contractor will inform the customers and the tenants of the property as well as the individual parking spaces in advance of any planned interruption of the power supply using the appropriate means (e.g. on a poster specifying the construction and installation work planned and the anticipated duration of the disruption). Further information or an individual coordination of the time of interruption can only be given in cases where the customer or tenants of the property rely on an uninterrupted power supply in order to avoid damages and have written to the contractor in advance of this, stating their reasons.
The location of the charging infrastructure, and in particular the route of the cables as well as the locations where the charging stations will be installed and the necessary technical requirements, will be recorded by the contractor in planning documents, provided this has been expressly requested and ordered by the customer. Upon their request, the contractor will make a copy of the finished planning documents available to the customer.
Once the contractor has submitted their notice of completion, which the contractor uses to inform the customer that the construction of the recharging infrastructure has been successful, they can permit authorised users to use the electricity of the respective charging station for the duration of the contractual term. The group of authorised users will be determined at regular intervals within the framework of the conclusion of this contract, in accordance with item 2 of these GTCs by defining an access type (public, semi-public, or private access only).
If the contractor is also a contractual partner for the operation of the charging infrastructure, the relevant statutory regulations and the recognised rules of technology will be observed, and the recharging infrastructure will be maintained in an orderly condition for the duration of the contractual term. In particular, the contractor will carry out the necessary tests required by the German Charging Pole Ordinance and the VMDA guidelines pertaining to hardware and software. The fees incurred by this will be disclosed by the contractor in their offer on a monthly basis, in accordance with item 2.1 of these GTCs. The contractor will inform the customer of any maintenance works planned on the recharging infrastructure. For any urgent repairs or measures to maintain or restore operational safety, informing the customer in the short-term beforehand or, if necessary, retrospectively is sufficient. By their nature, the measures referred to in clauses 3 and 4 above involve a temporary interruption of power supply.
The contractor is authorised to employ subcontractors in order to fulfil their contractual obligations. In such cases, the contractor still remains responsible for the provision of services in relation to the client.
Legal regulations apply with regard to deficiencies in the contractual services. Item 9 of these GTCs also apply in such cases.
4. Technical requirements of the recharging infrastructure
In general, the operation of the recharging infrastructure is carried out using the existing grid connection and the existing electrical infrastructure. If these are not suitable as a power supply for the recharging infrastructure (e.g. following the results of a feasibility analysis carried out by the contractor or a third party), the contractor is authorised to set out further conditions for the operation of the recharging infrastructure. The contractor must inform customers of the necessary technical requirements to operate the recharging infrastructure in advance and provide an estimate of the costs to meet these technical requirements. The customer must then declare their agreement with the necessary technical requirements within four weeks of the submission of the cost estimate. If the customer agrees, they must bear the additional costs incurred. If the customer does not consent to bearing the costs of fulfilling the additional technical requirements for the operation of the recharging infrastructure, they have a special right of termination. The special right of termination is subject to a notice period of four weeks from the delivery of the cost estimate. Any notice of termination must be in writing. If the customer exercises their special right of termination, the contractor is authorised to demand reimbursement of previous expenses in accordance with § 284 of the German Civil Code.
Necessary technical requirements can include:
- Change in connection value of the property’s grid connection, in accordance with item 4.3 (below);
- The construction of one or more low-voltage high-breaking-capacity distribution boards in accordance with item 4.4 (below);
- The construction and maintenance of a communications port and the associated connectivity outlets for the recharging infrastructure in accordance with item 4.5 (below).
The contractor is authorised to apply to the responsible grid provider for a change in connection value (while retaining the existing grid connection). This includes both the change in connection value within the scope of the initial construction works and installation of the recharging infrastructure and any other changes to the connection value that may become necessary at a later point in time – for example, as a result of the connection of additional charging points to within the property’s the charging infrastructure.
Additionally, it may be necessary to construct one or more low-voltage high-breaking-capacity distribution boards for the operation of the recharging infrastructure. The contractor is authorised to construct these or have them constructed.
A data connection via a communication port is required for service and maintenance purposes. The contractor is authorised to install or have such a communication port installed and use it during the term of the contract. The contractor is free to decide at their own discretion which of the respective access technology used (e.g. wired DSL connection or mobile radio-based data transmission via LTE).
The contractor will use dynamic load management technology to ensure that the power available for the charging infrastructure via the grid connection is made equally available to all users of the charging infrastructure housed within in a property and connected to the contractor backend (management and billing software). The load management is regulated in such a way that electricity consumers who provide critical services in the property are prioritised when it comes to power supply. If, at a given time, the additional power available via the grid connection is not sufficient to fully supply all connected electric vehicles, the charging power of the electric vehicles connected to the charging infrastructure will be temporarily reduced in a proportionate manner. Depending on the circumstances, electric vehicles may also be placed in a “charging queue” for a period of time.
5. Customer’s duty of cooperation
The customer will grant the contractor the right to install the recharging infrastructure in the property’s parking spaces and operate them as agreed. They will allow the contractor to carry out all necessary measures in connection therewith. In particular, the customer will grant the contractor or an agreed third party free access to the property for the purposes of the fulfilment of this contract (i.e. by installing a key safe box).
The customer is not permitted to allow other e-mobility service providers to use the recharging infrastructure during the contractual term.
The customer will inform the contractor of any work that will have a significant impact on power consumption on the property in advance. Measures pertaining to a significant impact on power consumption include those that require notification or assessment and approval by the responsible grid operator in accordance with their applicable technical connection conditions. If such a measure impairs the existing connection power used for the operation of the recharging infrastructure, the customer must, at their own expense, take all appropriate measures to enable the contractor to continue to operate the recharging infrastructure as intended (e.g. by extending the grid connection or installing a storage solution).
The customer must also notify the contractor regularly of any measures planned within the customer’s domain that could have an impact on the recharging infrastructure or make it necessary to change or secure it. The customer will agree any such measure with the contractor in advance as a means of avoiding any potential adverse effects to the recharging infrastructure’s operation. The customer will reimburse the contractor against proof of any costs incurred by the contractor for the maintenance or reinstallation of the recharging infrastructure, any further claims of compensation made by the contractor will remain unaffected.
The customer will make the contractor aware of any known upcoming renovation or modernisation work on the property that may permanently impair the recharging infrastructure at the time of this contract’s conclusion.
The customer undertakes to comply with the creation of technical requirements for the operation of this recharging solution stipulated in item 4 of these GTCs.
The customer further undertakes, at the contractor’s request, to fulfil all other obligations to cooperate agreed between parties on a project-related basis, when otherwise necessary or appropriate in order to properly fulfil this contract. In particular, this will also apply to the issuing and receipt of declarations in relation to third parties such as network operators or other property owners or the granting of any other authority required in this context in favour of the contractor.
All obligations to cooperate on the part of the customer will be performed by the customer free of charge. In particular, the contractor will not owe the customer any remuneration for the use of the property for the duration of their contractual relationship.
6. Ownership structure
Provided the customer uses and operates the recharging infrastructure themselves, it will their property upon acceptance of final payment.
Otherwise, the recharging infrastructure will remain property of the contractor. The parties are agreed that the recharging infrastructure’s components are so-called apparent components, according to § 95 of the German Civil Code. The contractor will remove the recharging infrastructure it owns at the end of the contract at their own expense.
If, at the end of the contract, the customer is interested in acquiring a recharging infrastructure, they must make the contractor aware of this in writing at least three months before the end of the term of the contract, in accordance with item 7.1 of these GTCs. In such case, the contractor is also free to make an offer to the customer for the acquisition of the charging infrastructure on the basis of the then still existing present value.
In a departure from item 6.1 of these GTCs, ownership of the concrete foundations used for the installation of the charging poles (pillars) and the other cables inserted directly into the ground without a protective pipe for the purpose of connecting the charging infrastructure shall pass to the customer. The contractor shall not be obliged to dismantle the facilities referred to in clause 1. Equally, the customer will not owe any compensation for the transfer of ownership in this respect.
7. Contract term/termination
If the contractor is commissioned with one of the services listed under item 1.6 lit. a) – c) of these GTCs, the contract term shall be 60 months from the date of the completion notification pursuant to item 3.7 clause 1 of these GTCs (initial contract term). If the contract is not terminated with a notice period of six months to the end of the initial contract term, the contract is implicitly extended by twelve months. The prolonged contractual relationship shall be extended by a further 12 months in each case, unless it is terminated with six months‘ notice to the end of the extended contractual relationship.
If the customer is a consumer, the term of the contract will be 24 months from the date of the notification of completion pursuant to item 3.7 clause 1 of these GTCs, in deviation from item 7.1. (initial contract period). If the contract is not terminated with a notice period of one month to the end of the initial contract term, the contract is implicitly extended for an undetermined period of time. The contractual relationship extended for an indefinite period may be terminated at any time with one month’s notice to the end of the month.
The right of both parties to extraordinary termination for good cause remains unaffected.
Any notice of termination must be in writing to be effective.
8. Fees and terms of payment
The customer shall pay the fees agreed in accordance with item 2 of these GTCs for the services covered by this contract. The prices are indicated in Euros or any other agreed currency without value added tax. The statutory value-added tax will be invoiced at the applicable rate.
The customer will receive an invoice for all payable fees. The invoice will be sent to them by e-mail to the address they provided. All fees are to be paid by the customer within 14 days of receipt of the invoice.
The customer is only entitled to offset rights if the customer’s counterclaims have a legal basis, are undisputed or recognised by the contractor.
The customer’s rights of retention are excluded unless they are based on the same contractual relationship.
Unless otherwise stated in these GTCs, the contractor shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
The contractor shall be liable for compensation, irrespective of their legal grounds, if the damages are due to intent and gross negligence. For damages caused by grossly negligent conduct of the contractor’s vicarious agents, liability shall be limited to such damages as may typically be expected to occur. In cases of simple negligence, the contractor is only liable for
- damages resulting from injury to life, body and health,
- for damages resulting from the breach of an essential contractual obligation (an obligation, the fulfilment of which enables the proper execution of the contract in the first place and compliance with which the contractual partner may regularly rely upon); in this case, however, the contractor’s liability is limited to compensation for the foreseeable, typically occurring damages.
The limitations of liability resulting from item 9.2 do not apply if the provider has fraudulently concealed the defect or has assumed a guarantee for the quality of the goods.
Liability under the Product Liability Act remains unaffected.
10. Limitations to service obligation Force majeure/self-delivery reserved
Neither party shall be liable for the fulfilment of its obligations if such performance is prevented by force majeure. This includes events that are unforeseeable, uncontrollable or beyond the control of both parties such as severe weather, floods, landslides, earthquakes, storms, lightning strikes, fires, epidemics, pandemics, terrorist attacks, the outbreak of hostilities (with or without a declaration of war), riots, explosions, strikes, or other industrial unrest, sabotage, disruptions to energy supply or compulsory expropriation by state authorities.
Furthermore, the contractor’s contractual obligation will be subject to the correct and timely self-delivery of goods or advance payment by the contractor’s previous providers. However, this only applies as long as the contractor has entered into a congruent hedging transaction with all due diligence and the contractor is not indebted as a result of a defective or late delivery. In accordance with clause 1, goods or advance payments shall be considered to be the supplies of electricity and hardware that the contractor has bought from other providers.
11. Changes to the General Terms and Conditions
The provisions of this contract are based on the legal and other framework conditions applicable at the time of the conclusion. If these comparable policies, relevant legal provisions or the highest instance jurisdiction relating to the change of contractual relationship and the amendment leads to a not insignificant disruption of the interest situation taken as a basis by the parties at the time of conclusion of the contract, the contractor will be entitled to adjust the contract and these terms and conditions accordingly, provided the adjustment remains reasonable for the customer.
The customer will be informed of any such changes with notice of the contents of the adapted rules by e-mail. Each change will become a contractual component if the customer does not object to their inclusion in the contractual relationship by writing to the contractor within six weeks of receipt of the notification of amendment.
12. Final provisions
In the event that a property subject to this contract is put up for sale or in the event of the establishment of a homeowners’ association, the customer must inform the contractor of this immediately in writing. The customer is obliged to transfer to their legal successor (e.g. purchaser of the property, newly established homeowners‘ association) the obligations incumbent on the customer under this contract, including the obligation to pass them on to any third party purchasers.
If a regulation within these GTCs is invalid, the remaining regulations remain unaffected. The invalid provision shall be replaced by the applicable statutory regulations.
For these GTCs and the entire contractual relationships between the contractor and the customer are subject to the laws of the Federal Republic of Germany, excluding UN purchasing laws (CISG).
For business transactions involving traders, legal entities or special funds under public law, Munich will act as the place of jurisdiction for all legal disputes arising from or in connection to the contractual relationship between the parties. This also applies to cases where the customers domicile or habitual residence is unknown, is abroad or has relocated. The contractor is also entitled to take legal action at the customer’s legal venue.