Comparative version of the amendment to the General Terms and Conditions (GTC)

I. General

1. All services of GS1 Germany GmbH (hereinafter referred to as “GS1”) in connection with the use of the GS1 system – including the allocation of GS1 identification numbers and the use of associated services – shall be provided solely on the basis of the following General Terms and Conditions in conjunction with the General GS1 Specifications (LINK) in the version valid at the time the order is placed. Unless otherwise agreed explicitly in writing, no deviating terms and conditions shall apply.
2. Should these Terms and Conditions contradict the General GS1 Specifications, the provisions of these Terms and Conditions shall have precedence. 
3. Customers in the context of these Terms and Conditions are exclusively operators. These are natural or legal persons or partnerships with legal capacity who/which are exercising their commercial or independent professional activity at the time the Contract with GS1 is concluded. 

II. Services

1. The services of GS1 covered by these Terms and Conditions are defined at (LINK).
   In connection with the agreed services, Customer shall receive a simple right of use for the duration of this Contract that enables it to use the GS1 system including GS1 identification numbers in accordance with the Terms and Conditions and in the scope described in the General GS1 Specifications. Any use beyond this scope and a transfer of rights of use to third parties shall not be permitted. 
2. GS1 shall be entitled to transfer Customer data (including all web links) used in the GS1 Germany system via local and global GS1 services to data recipients (which may include consumers) for the purposes of operating the GS1 system.
3. Notwithstanding termination of the agreement between GS1 and Customer, GS1 may continue to use Customer data for the purposes of operating the GS1 system. GS1 shall also be entitled to inform third parties about the termination of Customer’s rights to use the GS1 identification numbers.
4. GS1 may amend services for cause if this does not restrict the services overall. Cause may be but is not restricted to 

5. a necessary amendment to reflect new legislation or

   1. courts rulings
   2. amended standards
   3. amended technical framework conditions

   GS1 shall notify Customer in due time about any such amendment by e-mail, generally six weeks before it comes into effect.

6. If there is any suspicion that Customer’s data in the GS1 system breach the provisions of this agreement, GS1 may exercise its discretion to restrict access to these data or remove the data permanently. 

III. Conclusion of contract

1. Customer shall register to use the GS1 system either online at www.gs1.de or in writing using the paper form from GS1. Registration is considered an application for the provision of the services selected by Customer.
2. GS1 Germany shall decide within 14 days whether to approve the application for the provision of the services.
3. If the application is approved, GS1 shall send Customer electronic application confirmation. This results in a contract between GS1 and Customer for the services requested.
4. If the application is declined, GS1 shall send Customer an electronic notification to this effect.
5. These Terms and Conditions shall also apply to all future relationships with Customer in connection with the services defined at (LINK), even if these services are not expressly named once more. 
6. Pursuant to Section 312i (2) sentence 2 of the German Commercial Code (BGB), it is agreed that Customer shall waive compliance with the obligations to provide information pursuant to Section 312i (1) No. 1 to 3 BGB.    

IV. Registration in the GS1 system

After conclusion of the Contract, Customer shall be registered in the GS1 system and assigned the right to use the GS1 system. Customer shall be included in the GS1 Licence Registry. GS1 identification numbers registered by Customer in the GS1 system and information generated with the aid of GS1 services may be recorded with the information provided by Customer in the GS1 databases and made available via the services and open APIs.

V. Obligations of Customer

1. The GS1 system including identification numbers are documented in the General GS1 Specifications (LINK). When using the GS1 system, Customer shall take account of these Specifications – especially Section 4 “Application Rules” and Section 6 “Barcode Placement”. At its own expense, Customer shall create the technical framework conditions described for using the services.
2. Non-compliant application of the GS1 system including GS1 identification numbers may result in termination of the Contract without notice and claims for damages by GS1 Germany. Such non-compliant application shall exist especially if:
   • the GS1 identification numbers are passed on to third parties without the written consent of GS1 Germany.
   • Customer defaults on payment of the fees.
   • Customer is included on one or several sanction lists.
3. Customer undertakes to provide only truthful information. Any changes during the contract term shall be notified to GS1 without undue delay but at the latest 30 days after they become effective.
4. Each year, at the request of GS1, Customer shall notify GS1 of its total annual sales for the previous year and present suitable verification thereof if required to do so. The total sales disclosed by Customer may have an effect on both the fees and on the right to use certain services. GS1 therefore reserves the right to make a subsequent amendment to the fees and services as described at LINK. 
5. Customer guarantees that:
   (i) It is entitled to upload the data it uses to the GS1 system.
   (ii) Its data do not breach any third-party rights or any applicable laws or regulations.
   (iii) Its data do not include any malware or other materials that could represent a risk to the GS1 system.
6. Customer is responsible for ensuring that its data comply with the General GS1 Specifications.

VI. Obligations of Customer in respect of medical devices

1. In order to comply with the Unique Device Identification (UDI) requirements of the US Food and Drug Administration (FDA), Customer shall notify GS1 if a GS1 identification number is to be used to identify a medical device.
2. If a GS1 identification number is to be used to comply with FDA UDI requirements, Customer shall notify GS1 of this fact within five working days of applying for the license. If Customer does not meet its aforementioned obligation to provide information within the due time, its data cannot be included in the annual report submitted by GS1 to the FDA.
3. GS1 does not accept any liability for consequences arising therefrom (e.g. costs, administrative processes, queries from regulatory authorities).
4. Customer is and remains at all times responsible for the information in respect of medical devices that it provides to GS1 and for compliance with all applicable legal and regulatory obligations and shall ensure that all information provided to GS1 is at all times correct and up to date.

VII. Obligations of GS1

1. GS1 allocates the GS1 core or identification numbers it issues to just one user and shall ensure that there are no overlaps in allocation. GS1 shall ensure an adequate capacity of corresponding number allocations.
2. During the contract term, GS1 shall guarantee the continuous uniqueness of the GS1 identification numbers through the maintenance and allocation of the number capacities.

VIII. Fees and payment

1. Recurring services shall be invoiced annually in advance on the basis of the current price list (LINK). One-time services shall be invoiced immediately after the order is placed.
2. In derogation of the terms defined in 1 above, the first annual fee for recurring services shall fall due upon transmission of the application confirmation by GS1. No pro rata reimbursement shall be made.
3. All prices are subject to the applicable VAT rate.
4. All invoices shall be payable within 14 days of the invoice date.
5. GS1 shall be entitled to amend the fee at least once annually to reflect additional functionality, inflation, increased operating costs, etc. Customer shall be notified of such increase in due time but at least one month before it comes into effect. Customer shall have the right to terminate the Contract with notice of six weeks after receipt of notification of an increase if the increase is more than 10 percent within a one-year period.

IX. Liability

1. GS1 shall be liable without limitation for all damages caused by wilful intent or gross negligence by GS1 and its legal representatives or vicarious agents.  
2. In all other cases, GS1 shall only be liable if GS1 has breached a material contractual obligation (cardinal obligation). In such cases, liability shall be limited to foreseeable damages that are typical for such contracts.   
3. This shall be without prejudice to liability for culpable injury to life, limb or health, which shall apply mutatis mutandis to mandatory liability in accordance with product liability legislation. 
4. Any further liability of GS1 shall be excluded. 
5. GS1 shall assume no liability for data provided by Customer. 
6. On first demand, Customer shall indemnify GS1 against all imminent damages (including appropriate legal costs) arising from the enforcement of third-party claims based on the assertion that Customer’s data breach third-party rights or statutory regulations.

X. Term and termination

1. The Contract shall run until the end of a calendar year and shall be extended by a further year unless Customer gives notice of three months to the end of the contract term. Notice of termination must be made in writing and shall become effective upon receipt by GS1.
2. With termination of this Contract, Customer undertakes to no longer use the GS1 identification numbers provided by GS1. This shall apply irrespective of the potential granting of appropriate use-by periods for materials. Individual GS1 identification numbers may be returned at any time with written notification to GS1 and without the need for termination of the agreement as a whole.
3. GS1 may only terminate the Contract for cause, especially but not restricted to the non-payment of fees despite formal warning, the non-compliant application of GS1 identification numbers, a threat to the functioning of the GS1 system or any other serious breach of these Terms and Conditions.

XI. Force majeure

1. GS1 shall be released from its obligation to execute this Contract if the non-performance of services is due to the occurrence of force majeure after conclusion of the Contract.  
2. Such force majeure shall include, for example, war, strikes, unrest, expropriations, substantial changes in law, storms, floods, pandemics and other natural catastrophes as well as any other circumstances for which Provider shall not be held responsible.

XII. Place of jurisdiction and place of performance

The place of jurisdiction and place of performance will be the registered office of GS1 Germany. German law shall apply with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Cologne, March 2024

I. General

The purpose of GS1 Germany is to compile and publish recommendations or other work results which serve to rationalise the transfer of data and products and the organisational processes between users (industry, retail, service providers, etc.) and facilitate the implementation of these results (coorganisation). The general terms and conditions of participation apply only in respect of entrepreneurs as defined in section 14 of the German Civil Code (BGB). They regulate the application of GS1 identification numbers such as, for example:

• global location number (GLN)
• global trade item number (GTIN)
• serial shipping container code (SSCC; NVE in Germany)
• electronic product code (EPC)
• title number (VDZ in Germany)

hereinafter referred to as "GS1 Complete".

The identification numbers are defined in the publications issued by GS1 Germany. All interested parties, e.g. economic enterprises and their commercial combinations, may participate. Users who apply these coorganisation processes are obliged to do so in a manner that is system-compatible; in particular, the defined implemention regulations are binding.

II. Participation

1. All users named in Section I and their combinations are entitled to participate.
2. Registration is made in writing using the GS1 Germany form. This is considered an application for the provision of the GS1 Complete service package and for participation in the respective system. By registration, the user accepts these terms and conditions of participation.
3. GS1 Germany will decide whether to approve the application for provision of the GS1 identification numbers.
4. If the application is approved, participation in the registered system is deemed to be justified and identifies the full company name, possibly also the business establishment name, and the address. A contract is thereby established between GS1 Germany and the applicant. Unless the user objects in the application, it consents to the rationalisation of the inter-business exchange of information by the submission of its data. Any changes to these data must be notified to GS1 Germany without delay.
5. Users of the GS1 identification system are obliged to check the application confirmation immediately upon receipt and notify GS1 Germany of any corrections that may be necessary.
6. Users of the GS1 Complete service package may receive more than one GLN if this is necessary for organisational reasons.

III. Obligations of participants

1. The user undertakes to pay GS1 Germany the annual fees defined in the price list. These are payable in advance on January 1 each year. The first fees are payable on submission of the application.
2. Calculation of the annual usage price is based on the total reported sales of the participant’s company. Each year, the user will be asked to notify GS1 Germany of their total sales for the previous year and present suitable verification thereof if required to do so. GS1 Germany reserves the right to perform a review and possible reclassification, coupled with a recalculation of the annual usage price.
3. All users of the GS1 Complete service package should use their GLN (incl. check digit) with the prefix “GLN” for an appropriate period, usually twelve months from provision, on correspondence with other participants, especially on order forms, invoices, invoice lists, etc.
4. A user may only create individually assigned GLNs, GTINs for numbering articles, SSCCs (NVEs) for identifying logistic units, EPCs and other identification numbers from GS1 Germany for its own business on the basis of a Type 2 GLN.
5. All GS1 identification numbers (incl. GLNs, GTINs) may only be used in accordance with the currently applicable implementation regulations, especially in respect of the rules on non-reuse.
6. Misuse of GS1 identification numbers may result in termination of participation without notice (see Section IX.3) and claims for damages by GS1 Germany. Misuse exists in particular if the numbers are passed on to third parties without the written consent of GS1 Germany.

IV. Participants' obligation to provide information in respect of medical devices; liability disclaimer

1. In order to comply with the UDI requirements of the US Food and Drug Administration (FDA), the participant shall notify GS1 Germany when applying for a license if a GS1 key is to be used to identify a medical device.
2. If a GS1 key is to be used to comply with FDA UDI requirements, the participant shall notify GS1 Germany of this fact within five working days of applying for the license. If the participant does not meet its aforementioned obligation to provide information within the due time, its data cannot be reported in the annual report submitted by GS1 Germany to the FDA. GS1 Germany does not accept any liability for consequences arising therefrom (e.g. costs, administrative processes, queries from regulatory authorities).
3. The participant is and remains at all times responsible for the information in respect of medical devices that it provides to GS1 Germany and for compliance with all applicable legal and regulatory obligations and shall ensure that all information provided to GS1 Germany is at all times correct and up to date.

V. Obligations of GS1 Germany

1. In accordance with the implementation regulations and immediately upon receipt of application, GS1 Germany shall provide the contractual partner with the required number of Global Location Numbers including check digits or with access to already available EPCglobal specifications. In general, the numbers are provided in the sequence in which applications are received.
2. GS1 Germany will allocate the location numbers it issues to just one participant and will ensure that there are no overlaps in allocation (avoidance of collision). If there is not sufficient capacity in the systems, GS1 Germany is obliged to provide remedy without delay.
3. If necessary, the GS1 Germany implementation regulations shall be supplemented. Participants shall be notified of such supplements at least six months before they come into effect.
4. GS1 Germany shall deploy working groups in the development and promotion of rationalisation projects and of EPCglobal to ensure the appropriate involvement of the affected business groups.

VI. Liability

1. GS1 Germany shall be liable under statutory provisions if the user seeks to assert claims for damages on the basis of wilful intent or gross negligence, including wilful intent or gross negligence by a representative or agent of GS1 Germany. Unless GS1 Germany is accused of a wilful breach of contract, its liability shall be restricted to foreseeable and typically occurring damages.
2. GS1 Germany shall be liable under statutory provisions if it has culpably breached a material contractual obligation. In such case too, however, its liability shall be restricted to foreseeable and typically occurring damages.
3. This shall be without prejudice to liability for culpable injury to life, limb or health, which shall apply to mandatory liability in accordance with product liability legislation.
4. Unless otherwise regulated in the foregoing, liability shall be excluded.

VII. Joint liability

1. Any further liability for damages other than that set forth in Section VI. shall be excluded, irrespective of the legal nature of the claim being asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of obligations or claims in tort for the indemnification of material damages as defined by section 823 of the German Civil Code (BGB).
2. The limitation pursuant to paragraph 1 shall apply mutatis mutandis to a claim for compensation for damage instead of a claim for reimbursement of wasted expenses.
3. To the extent that the liability if GS1 Germany for claims for damages has been excluded or restricted, this shall apply mutatis mutandis to personal claims for damages from employees, representatives and agents of GS1 Germany

VIII. Contributions

Users shall pay the fees shown in a price list. These fees may be utilised solely for the purposes specified in the statutes of GS1 Germany. In accordance with section 315 of the German Civil Code (BGB), any changes to the contractual considerations of users for implementing the purpose of GS1 Germany shall be decided by the supervisory board.

IX. Termination

1. Each user may terminate its participation with notice of three months to the end of a year. Notice of termination must be made in textform and becomes effective upon receipt by GS1 Germany.
2. Individual location numbers may be returned at any time with written notification to GS1 Germany and without the need for termination of participation in the system as a whole.
3. With notice of termination, the user undertakes to cease using the GS1 identification numbers and manager numbers provided by GS1 Germany at the end of the period of notice. In the case of Type 2 GLNs, this shall apply irrespective of the granting of appropriate use-by periods for materials. In the case of improper further use, i.e. if the former user deliberately ignores the foregoing provision, it shall be liable for all damages incurred by GS1 Germany, including those asserted against GS1 Germany by other system participants.
4. Termination of participation by GS1 Germany is only possible for good cause, especially but not restricted to the nonpayment of fees, a sustained breach of these terms and conditions of participation or a threat to the functioning of the systems.

X. Use of data and transfer of data to authorities

1. GS1 Germany is entitled to use the user’s data – especially the electronic mail address – for the direct promotion of its own similar products or services. The user may make an objection to the use of its data at any time to GS1 Germany GmbH, Stolberger Str. 108a, 50933 Cologne, Germany, phone: +49 221 94714-0, fax: +49 221 94714-990, e-mail: widerspruch@gs1-germany.de. Only the applicable standard rates will apply for the means of communication used.
2. If required to do so by law or due to a decision by a court or administrative authority, GS1 Germany reserves the right to transmit the user’s data to the respective administrative authority, also outside the European Economic Area.

XI. Place of jurisdiction and place of performance

Provided the user is a business person, the place of jurisdiction and place of performance will be the registered office of GS1 Germany. Substantive German law shall apply with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Cologne, June 2023
GS1