1. Applicability, Orders, Definitions

1.1 These General Terms and Conditions (GTC) apply to the delivery, assembly, and installation of an sustaparking+ Vertical Parking Tower ("Parktower"), the delivery of other goods (e.g., spare parts), and all services or other performances (e.g., maintenance and service) provided by sustaparking+ Tower to the client of such deliveries or services ("Client").

1.2 The applicability of the Client's General Terms and Conditions is hereby rejected; they shall not become part of the contract unless sustaparking+ Tower explicitly agrees to their applicability.

1.3 Unless otherwise agreed, these Terms and Conditions, in their version current at the time of conclusion of the contract, also apply as a framework agreement for future contracts with the same contractual partner, without sustaparking+ Vertical Parking Tower having to refer to these GTC again.

1.4 "Offer" refers to an offer (in whatever form) to the Client for the delivery of a Parktower, other goods, or services. Offers are non-binding. Offers from sustaparking+ Vertical Parking Tower are generally non-binding until they are confirmed by sustaparking+ Vertical Parking Tower in writing via an order confirmation or, if applicable, counter-signed by the Client. sustaparking+ may revoke, modify, or amend the offer at any time until a binding contract has been established. 

1.5 An offer that requires counter-signature by the Client and has been counter-signed by the Client, an order that is confirmed by sustaparking+ in an order confirmation without reservation or change, an order confirmation accepted by sustaparking+ with reservation or modification of the Client's order but accepted by the Client (also by implied conduct), or another agreement between the Client and sustaparking+ concerning deliveries and/or services to which these conditions apply, constitutes a "Contract."

1.6 When the term "in writing" is used in these conditions, it also includes communication by email or as an electronic scan.

 

2. Changes

2.1 Every contract is based on the laws and regulations applicable at the time of the offer submission. If the Client requests changes that are reasonable and technically feasible for sustaparking+, sustaparking+ vertical parking Tower will submit a modified offer considering these changes, especially regarding additional or reduced costs or delivery dates.

 

3. Substitution and Modification Rights

sustaparking+ reserves the right to make adjustments to the technical specifications of the vertical parking tower as may be reasonably required to maintain the agreed-upon functionality and quality standards. These rights include:

Supplier Substitution: If a supplier of components or software fails to meet sustaparking+'s rigorous quality requirements, sustaparking+ retains the right to select alternative suppliers. Such substitutions will be made only with goods that are equivalent or superior in quality and deemed acceptable by the Client. This ensures continuity and consistency in the fulfillment of contractual obligations.

Response to Supply Chain Issues: In the event of delays, supply chain disruptions, or any indication that a supplier is facing financial difficulties, sustaparking+ may proactively replace such a supplier. This is to mitigate risks associated with potential delays or quality issues that could arise from the supplier's inability to meet commitments, even if a valid bank guarantee is in place.

Client Protection: This right of substitution is exercised not only to safeguard sustaparking+'s interests but also to protect our Clients. It is unreasonable to expect Clients to have detailed knowledge of the financial stability or supply chain dynamics of our suppliers.

By incorporating these provisions, sustaparking+ ensures that the project adheres to the highest standards of quality and efficiency, while also providing flexibility to respond to unforeseen challenges without compromising on delivery or performance outcomes.

 

4. Description

Information on the sustaparkingplus.com website or in print media, sample calculations, examples, technical data, and information in brochures, economic feasibility calculations or forecasts, and technical descriptions in the offer or other documents from sustaparking+ are merely indicative estimates and are non-binding. They are only binding if explicitly confirmed as "binding" by sustaparking+ in writing.

4.1 Prices, Payment, Security, Payment Delay, Default Interest

4.2 The net prices agreed upon in the contract apply, plus any legally owed value-added tax (if applicable) and any other public law fees or duties.

4.3 Unless otherwise agreed, payments for the delivery of a Parktower are due as follows:

4.4 Unless otherwise agreed, payments are to be made within 30 days of the invoice date without deduction.

4.5 sustaparking+ may condition further deliveries or services on additional advance payments or the provision of securities if the Client is in arrears with its payments, if there are indications that the Client cannot make its payments, or if the Client's financial situation has significantly deteriorated (e.g., deterioration of the Client's creditworthiness). sustaparking+ is not obliged to accept securities or advance payments if there is reason to believe that such payments or securities of the Client can be contested in the event of its insolvency or a similar procedure.

4.6 Services not included in the contract will be compensated at the standard hourly rates of sustaparking+ plus material costs and travel expenses, unless otherwise agreed.

 

5. Timings, Force Majeure, and Self-Supply

5.1 The timings and dates specified by sustaparking+ in offers, contracts, or other correspondence are merely non-binding estimates. They are only binding if they have been expressly confirmed by sustaparking+ as "binding". If it becomes foreseeable to sustaparking+ that a timing or date cannot be met, it will notify the Client promptly and provide an estimated new date.

5.2 (i) Dates and timings shall be automatically adjusted by a reasonable extent and (ii) sustaparking+ is not liable for delays if the Client does not fulfill its contractual duties (including unwritten cooperative obligations) on time or if sustaparking+ is unable to perform contractual services for reasons beyond its control. This especially applies to circumstances resulting from force majeure or any other event beyond the control of sustaparking+ (including, but not limited to: operational disruptions of any kind, fire, natural disasters, weather, governmental actions regarding monetary and trade policies, strikes and lawful lockouts, public measures, war, terrorism, civil unrest or riots, civil war, blockades, embargoes, sanctions, disasters, epidemics, pandemics, floods, accidents, fires, earthquakes, explosions, storms, cyberattacks, market-related issues in procuring materials or components, reduced or discontinued energy supply, delayed or pending governmental approvals, governmental/administrative actions).

5.3. sustaparking+ is not liable for delays if, despite timely orders placed with third parties, sustaparking+ is not supplied with components or materials at all, on time, or correctly, or if third parties fail to perform services they have been contracted to deliver on time.

5.4. Other reasons justifying delayed delivery/performance, as derived from the contract, applicable law, or otherwise, remain unaffected.

 

6. Permits

6.1. Unless otherwise agreed, the Client is responsible for obtaining all necessary permits for the construction and operation of the Parktower. sustaparking+ will assist the Client in applying for and obtaining these permits.

6.2. sustaparking+ cannot guarantee that permits will be granted at all or within the expected timeframe, even if sustaparking+ handles the permit application.

 

7. Delivery, Transfer of Risk, Insurance

7.1. The Client shall provide a secure storage area or a theft-protected and weather-protected open space at the location where the Parktower is to be erected and operated ("Site") for storing the delivered components.

7.2. sustaparking+ will notify the Client when the first components are ready for delivery. Following the Client's approval of the first delivery, it will be shipped to the Site. Further deliveries of materials or components should ideally be announced by sustaparking+ at least 24 hours in advance.

7.3. Unless otherwise agreed, the risk of each component passes to the Client upon delivery of the respective component at the Site. This applies even if the ownership of the components has not yet transferred and/or sustaparking+ has further services to perform, particularly construction and installation services, until acceptance.

7.4. Prior to the delivery of the first components, the Client shall procure appropriate insurance against risks of damage due to weather, fire, or theft concerning the components stored or already installed at the Site, or the incomplete or completed Parktower. This insurance must cover at least the purchase price of the Parktower. The Client hereby assigns its claims from this insurance to sustaparking+ to the extent of the outstanding purchase price at the time of the damage event and shall provide proof of such insurance to sustaparking+ upon request.

 

8. Project Management

sustaparking+ and the Client shall each appoint a project manager ("Project Manager"). The Project Manager serves as the contact person for their respective party for all matters related to the project. The Project Managers oversee the progress of the work and are authorized to make decisions regarding the project's execution. They are not authorized to make changes or additions to the contract.

9. Preparation, Cooperation Duties, Construction, and Commissioning

9.1. sustaparking+ will carry out the construction and installation of the Parktower using its own or subcontracted personnel and with materials and equipment supplied by itself or third parties of its choice. The Client shall support sustaparking+ in this effort to a reasonable extent.

9.2 The Client shall, at its own expense, especially ensure that:

9.3 all preparatory work that the Client is required to perform according to the contract or instructions from sustaparking+ is carried out timely and properly,

9.4 sufficient access to the Site is available for personnel and vehicles used by sustaparking+, and that access roads are suitable for heavy equipment (construction crane),

9.5 the foundation at the Site is constructed in time and is sufficiently load-bearing – unless undertaken by sustaparking+,

9.6 personnel deployed by sustaparking+ have access to the Site outside of normal working hours if this is announced by sustaparking+ in advance,

9.7 no unreasonable working conditions exist at the Site and occupational safety is guaranteed,

9.8 adequate and suitable facilities and washrooms are available for the personnel,

9.9 components, tools, and other equipment can be securely stored at the Site against theft and protected from weather conditions,

10.0 electrical lines and connections required for the operation of the Parktower are available in sufficient quantity and capacity in time.

10.1 Sufficient and adequate rest and washing facilities for the personnel must be available, Components, tools, and other equipment must be secured against theft and protected from weather conditions at the site,

10.2 Electrical lines and connections necessary for the operation of the Parktower must be available in sufficient quantity and capacity in a timely manner.

10.3 The Client shall bear all additional costs (e.g., unnecessary travel expenses, unused working hours, etc.) incurred by sustaparking+ or its subcontractors due to the Client's failure to fulfill its cooperation obligations timely. Costs for unused working hours of their employees will be billed by sustaparking+ at their current hourly rates. Any further claims of sustaparking+ remain unaffected.

 

10. Completion of Installation

sustaparking+ will notify the Client in writing when the installation of the Parktower is complete.

10.2. The installation is deemed complete when the Parktower is fully assembled in its intended position. Operational readiness of the Parktower is not required for the completion of installation.

 

11. Acceptance

11.1. sustaparking+ will inform the Client when the Parktower is ready for acceptance. Partial acceptances are possible. sustaparking+ will notify the Client of the exact date of the acceptance or a partial acceptance at least one week in advance in writing. The Client may request a postponement of up to one working week.

11.2. Acceptance is confirmed by signing an acceptance protocol. The necessary connections and energy for the acceptance test must be provided by the Client at their expense. The Client shall provide qualified personnel for the conduct of the acceptance.

11.3. Acceptance cannot be refused due to defects that do not impair the functionality or safety of the Parktower. All such defects of the Parktower must be recorded in the acceptance protocol.

11.4. Unless otherwise agreed, the Parktower is considered accepted if it has been operated by the Client for at least two weeks or if the Client refuses acceptance without a justifiable defect in the Parktower warranting such refusal.

11.5. If the Parktower does not meet the specifications and acceptance is rightfully refused, sustaparking+ will rectify the defect at its own expense within a reasonable time and resubmit the Parktower for acceptance.

11.6. Upon acceptance, sustaparking+ must provide the Client with the necessary documentation and/or manuals required for operating the Parktower.

 

12. Operation of the Parktower

12.1. sustaparking+ will conduct a briefing for the Client’s operational personnel at the site before the Client takes over the operation of the Parktower. Additional training and conditions may be stipulated in the contract.

12.2. During the warranty period, the Client will adhere to all sustaparking+’s operational, maintenance, and care instructions for the Parktower. The Client will only use trained personnel.

12.3. For maintenance and service operations by sustaparking+ during the operation of the Parktower after acceptance, the parties may enter into a separate service agreement.

12.4. sustaparking+ continually develops and improves the quality of their Parktowers. Therefore, the Client grants sustaparking+ or its representatives the right to enter the Parktower at any time after giving notice and, if necessary, make improvements to the Parktower. Components replaced become the property of sustaparking+. If operation of the Parktower needs to be interrupted for such measures, these must be coordinated with the Client beforehand. The Client has no entitlement to such improvements outside of the warranty.

 

13. Claims for Defects

13.1. The legal provisions apply to the Client’s rights in the event of material and legal defects, subject to any deviating or additional provisions in these Terms and Conditions.

13.2. sustaparking+ does not guarantee the suitability, improper or inappropriate use, incorrect commissioning by the Client or third parties, normal wear and tear, faulty or negligent handling, or wear and tear. The first sentence also applies if the operating instructions provided by the Client are not adhered to during operation, or if the maintenance and care of the Parktower prescribed by sustaparking+ are not performed by the Client. sustaparking+ also assumes no liability for defects that only insignificantly reduce the value or usability of the Parktower. A minor defect particularly exists if the defect disappears or resolves itself shortly, or if it can be remedied by the Client with minimal effort.

13.3. Unless otherwise agreed in the contract, the warranty for the sustaparking+ is 24 months after acceptance, but no longer than 30 months after notification of operational readiness and for other deliveries or services (if they are subject to a warranty) 12 months after the transfer of risk. E-Park Tower offers an extended warranty that can last up to 20 years and which must be agreed to in writing by sustaparking+. Any reduction of statutory warranty claims contained therein does not apply insofar as the law prescribes a longer period according to Directive 85/374/EEC and Directive 2011/83/EU Article 43 do not apply to claims for damages insofar as sustaparking+ is liable according to clause 14.

13.4. If a defect in the Parktower becomes apparent during operation within the warranty period, the Client shall immediately, at the latest within seven days after occurrence or discovery of the defect, notify sustaparking+, describing the fault. Otherwise, § 377 HGB applies.

13.5. If the defect is covered by the warranty, sustaparking+ will remedy the fault at its discretion using suitable means (repair or replacement) free of charge and within a reasonable period. Replaced components become the property of sustaparking+. The Client shall grant sustaparking+ and its representatives access to the Parktower to carry out the repair.

13.6. The Client's right to reduce the payment or withdraw from the contract in the event of unsuccessful subsequent performance remains unaffected.

13.7. During the warranty period, repairs or troubleshooting shall only be carried out by the Client with prior consent from sustaparking+. sustaparking+'s warranty obligation for a defect ceases if the defect is due to a repair carried out by the Client without sustaparking+'s consent, unless such repair was necessary to prevent substantial damage and sustaparking+ was informed beforehand, or it fails to rectify a defect within a reasonable period.

13.8. If it turns out that sustaparking+ is not liable for a defect claimed under the warranty, sustaparking+ will offer the Client a quote for repair. sustaparking+ may charge for any services already provided (e.g., travel expenses) related to such a case at their usual rates.

13.9. sustaparking+ warrants – without assuming any guarantee – that the Parktower does not infringe any patents, other industrial property rights, or third-party know-how, insofar as these rights are protected within the Netherlands.

13.10. If a third party makes justified claims against the Client based on such patents, other industrial property rights, or know-how due to the operation of the Parktower, the remedy shall be at the discretion of sustaparking+ either by acquiring a license for the affected components or by supplying components free from proprietary rights. sustaparking+ is entitled to circumvent the infringement by making reasonable alternative designs with equivalent performance.

13.11. The Client shall immediately inform sustaparking+ in writing of any claims made for infringement of rights, cooperate with sustaparking+ in any necessary defense, and assist sustaparking+ in the defense to the best of their ability. sustaparking+ is not liable for infringements of rights if the Client breaches these obligations or if the claim is based on modifications made to the system by the Client.

13.12. Claims for infringement of third-party rights are excluded if the infringement is based on an instruction, specification, or modification prompted by the Client, or the unauthorized use of the Parktower by the Client.

 

14. Limitation of Liability

14.1. Unless already restricted or excluded elsewhere, sustaparking+'s liability – regardless of the legal grounds – is governed by the following provisions:

14.1.1. sustaparking+'s liability for slight negligence is excluded and EU Directive 85/374/EEC does not apply.

14.1.2. Except in cases of intent, gross negligence, and liability under the Product Liability Act, sustaparking+ is liable only for foreseeable and typical contractual damages.

14.2. To the extent that the liability of sustaparking+ is excluded or limited, this also applies to the personal liability of its legal representatives, employees, staff, and agents.

 

15. Retention of Title

15.1. All items delivered by sustaparking+, including the Parktower, remain the property of sustaparking+ until full payment of the purchase price and the settlement of all other payment obligations of the Client.

15.2. Until full payment is made, the Client is authorized to sell or relocate the items delivered within the project or the Parktower to a location other than the specified site only with the consent of sustaparking+. This also applies to any resale as part of the financing of the facility.

sustaparking+ hereby assigns all claims of the Client from such a sales contract to a third party as security for its payment obligations to sustaparking+.

 

16.Confidentiality, Rights

16.1. The parties will treat all information, data, and materials provided to them in the execution of or in connection with a contract, or which they become aware of, and which are explicitly marked as confidential or are by their nature to be regarded as confidential, with strict confidentiality. They shall not make such information accessible to third parties, except for contractual purposes. This particularly applies to operational manuals or other descriptions as well as constructive details and details about the operation, control, and regulation technology. This also applies to this contract unless otherwise approved in writing by Esustaparking+.

16.2. The handling of the aforementioned types of information, data, and materials shall be restricted to employees who are involved in the execution of the contract and are obligated to confidentiality in writing according to this provision.

16.3. The foregoing provisions particularly apply to know-how, technical design, process engineering implementations, design and functionality of the Parktower, trade and business secrets & intelligence, intellectual property rights and development, industrial property rights, copyrights including software, and inventions and continue to apply beyond the acceptance of the Parktower.

16.4. sustaparking+ retains ownership and all other rights (e.g., copyright and protection rights) to the documents, materials, designs, drawings, illustrations, plans, brochures, catalogs, samples, models, price lists, estimates, calculations, product specifications, manuals, and other physical and/or electronic documents, information, and items provided to the Client, even if these rights arise from collaboration with the Client or from the Client's specifications. This expressly includes patentable inventions and know-how that emerge during the execution of the contract. These rights may only be used for the purpose of executing the project and may not be disclosed, made accessible to third parties, or duplicated without the prior written consent of sustaparking+ unless required under the terms of the contract.

16.5. Upon request from sustaparking+, the Client must return the aforementioned documents and materials or information to sustaparking+ and destroy (or delete) physical or electronic copies unless they are still required for proper business operations or to fulfill legal archiving requirements.

 

17. Software

17.1. Operational software is provided with the sustaparking+. The Client receives a non-exclusive and non-transferable right to use the software limited to the designated site as necessary for the intended operation and control of the Parktower, unless otherwise arranged in writing.

17.2. sustaparking+ retains all rights to the software provided to the Client, including software specifically adapted or developed for maintenance, updates, or similar purposes.

17.3. The Client is not entitled to distribute the software to third parties, unless it is part of the sale of the Parktower. The Client also does not have the right to copy, decompile, edit, or modify the software, except as mandatorily permitted by law for the rights holder WIPO Copyright Treaty Geneva on December 20, 1996. The Client must not remove any copyright or other notices from sustaparking+.

 

18. Law, Jurisdiction

The law of the United Arab Emirates applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with these provisions or from the contractual relationship between sustaparking+ and the Client is the location of sustaparking+. However, sustaparking+ is also entitled to sue the Client at the general jurisdiction applicable to the Client.

 

19. Miscellaneous

19.1. The Client is

(a) entitled to offset only if its counterclaim is either

(aa) undisputed by sustaparking+,

(bb) legally established, or

(cc) reciprocally related to the claim of sustaparking+ against which the Client offsets; (b) entitled to assert a right of retention only if its counterclaim is either (aa) undisputed by sustaparking+, (bb) legally established, or (cc) arises from the same contractual relationship as the claim by sustaparking+ against which the Client asserts the right of retention.

19.2. If contractual provisions, including these General Terms and Conditions, become partially or wholly non-incorporated into the contract or are void, ineffective, or unenforceable, the validity of the remaining provisions shall remain unaffected.