General terms and conditions of delivery and service
1. Validity of the conditions
a) All the contracts with respect to deliveries and performances, which we conclude as of 1 January 2002 with entrepreneurs, legal persons under public law or special funds under public law are subject to the conditions hereinafter.
b) The contracting partner will be informed about amendments to the conditions in the case of continuous obligations, in each case in writing, under identification of the amended conditions and apply as agreed, if the contracting partner continues the continuous obligations, without objecting to this within a fair and reasonable period.
c) The content of the contract is in accordance with the written agreement. No further agreements have been made. Offers will be accepted if they are confirmed in writing by us.
d) Deviating general terms and conditions of the contracting partner will also not be considered as contractual content if we do not object to these conditions separately. These general terms and conditions shall also apply for future transactions with the customer.
2. Offers
a) Our offers are subject to confirmation. The customer's offers have been accepted if we have provided written confirmation or carried out the delivery or performance.
b) Cost estimates are non-binding if nothing else can be deduced from the confirmation of order.
c) Our offers shall not contain any warranty nor the assumption of procurement risks if nothing else has been expressly stated.
d) We shall be entitled to grant subcontracts.
e) Quality of the goods or services
The statements with respect to the properties contained in our public statements, such as catalogues, brochures, circulars, advertisements, illustrations, advertising and prices, shall only comprise the quality if they have been incorporated in the contract. Public statements of a third manufacturer or its vicarious agent only comprise the quality of the goods, if they have been agreed upon in the contract or if we have adopted them expressly and in writing in public statements. Statements with respect to the quality or durability of a good or service in our contractual declarations, public or non-public statement of a third party manufacturer or its vicarious agent shall not contain a warranty (promise) as defined by Section 276 paragraph 1 of the German Civil Code and no quality or durability warranty as defined by Section 443 of the German Civil Code if we have not expressly and in writing adopted such a warranty. We shall reserve the right up until the time of the delivery to carry out technical changes that are customary in the trade, in particular improvements, if only non-essential changes arise as a result in terms of the quality and the customer is not negatively affected to an unreasonable extent.
3. Purchase for which the goods are to be used
Our goods shall be solely for use by entrepreneurs. If the party to the contract intends to supply the goods acquired by us to a consumer or to an entrepreneur, which for its part supplies consumers with such goods, then the party to the contract shall inform us of this prior to the conclusion of the contract.
4. Prices
a) The prices stated in the confirmation of order apply, otherwise our list prices that were valid upon the conclusion of the contract shall apply.
b) If nothing else can be deduced from the confirmation of order our prices in euros apply ex place of consignment plus shipment, insurance and packaging costs as well as the valid rate of VAT at the time of delivery.
d) If there is any agreement upon a delivery period of more than six weeks or in the event of contracts for the performance of a continuing obligation, which are of more than 6 weeks duration, we shall be entitled to pass on the cost increases that arise in the meantime for the procurement or delivery or for the employment of personnel (wage and ancillary wage costs) to the party to the contract by increasing the affected prices to the extent necessary to compensate for these changes.
5. Payment
a) Our claims, in particular our remuneration claims against the party to the contract are due immediately if nothing else has been agreed upon. If a payment deadline has not been agreed upon then the occurrence of the default shall be based on the statutory regulations.
b) Payments for workpiece related models and manufacturing facilities (article 8) are always payable in advance without discount.
c) If remuneration is agreed in the case of continual obligations according to payment intervals, the remuneration is then payable at the beginning of each payment interval. In the event of periods of time exceeding 6 months the party to the contract shall be obliged to pay in advance in accordance with the prorata remuneration for the following 6 months respectively.
d) In the case of credit transfers, whether or not a payment is considered to be on time depends on the time at which the funds are available to us. The acceptance of checks and bills of exchange is only valid after the payment has been made to the sum of the amount paid, less all expenses as payment. We are not obliged to submit bills of exchange and checks punctually.
e) If the contract is a work contract, in which we are the contractor and the customer gives us notice in accordance with § 649 of the German Civil Code (BGB) before we have started to execute services, then we are entitled to compensation in a lump sum to the amount of 5 % of the agreed total compensation package. We are entitled to claim a higher, more appropriate compensation.
6. Offset and retention rights, assignment, part performance
a) The contracting partner is only entitled to offset and exercise retention rights with undisputed or legally approved effective debt claims. The party to the contract shall only be entitled to exercise rights of retention including the law stemming from Section 369 of the German Commercial Code with undisputed demands or demands that have been recognised by declaratory judgement from the same legal relationship.
b) The assignment of the claims on delivery or service directed against us is excluded. Section 354 of the German Commercial Code shall remain unaffected by this clause.
c) Part deliveries and sales by successive instalments are admissible if they are not unreasonable or of no concern for the contracting partner.
7. Endangerment of a claim
a) If it becomes recognisable following the conclusion of the contract that our claim to counter-performance is jeopardised by the absence of operating effectiveness of the party to the contract, then the party to the contract shall be obliged to render advance performance if our contractual obligations consist of a work performance, service or delivery of a good to be procured for the party to the contract, which cannot always be marketed elsewhere (saleable).
b) Furthermore Section 321 of the German Civil Code shall apply provided that we also can refuse our performance in the event of the endangerment of our claims from the same legal relationship as defined by Section 273 of the German Civil Code.
c) If payment by instalments is agreed, then the due date of all outstanding debt claims passes, if the contracting partner finds himself completely or partly in arrears with at least two subsequent instalments.
d) Prolongation of payment agreements shall become ineffective if the party to the contract defaults on a payment or if the preconditions of Section 321 of the German Civil Code arise as to the claim.
8. Workpiece related models, manufacturing facilities
a) If in accordance with the contract, models, drawings, computer programmes, files or manufacturing facilities (facilities) are to be made available from the contracting partner, these will be delivered to us free of charge. The contracting partner is obliged, on our request, to collect these again. If he does not comply with this request within 3 months then we are entitled to deliver these to him at the expense of the contracting partner. The contracting partner will bear the costs for maintenance and repair, amendments and replacement. We shall only be obliged to take out insurance upon the request of the party to the contract and in return for a full advance on costs.
b) The contracting partner will be responsible for the construction, agreement with the drawings or samples and the suitability of the facilities. We are not obliged to check the facilities.
c) If facilities are produced or furnished by us by order of the contracting partner, we will charge an agreed or an appropriate reimbursement for this. Facilities produced by us remain our property. The contracting partner is also not entitled to the right to recover possession, if he has paid compensation. We reserve the right to remove the facilities or to use in other respects if at least 3 years have passed after the contracting partner's final order. Unless otherwise agreed that the contracting partner shall be the owner of the facilities, ownership passes to him after complete payment of compensation has been made. We are obliged to safeguard the facility; paragraph 1, subparagraphs 2 to 5 shall apply. The custody agreement can be terminated and possession requested to be recovered by the contracting partner 2 years after the transfer of ownership at the earliest.
d) It is the contracting partner's responsibility to ensure that the service effected by us is not objected to either publicly or civilly, as far as he is involved in their arrangement, in particular provides materials, drawings or other information. The same applies for the possible violation of industrial property rights, in particular patent, utility model patents, trademark, copyright and design patent rights. Within the scope of his responsibilities, the contracting partner is obliged to release us from all third party claims and costs of prosecution or legal defence, which result from the possible violation of rights.
e) We shall retain the title to the goods and copyrights to all the documents handed over to the customer in particular, illustrations, diagrams and calculations; they shall not be used for other purposes than those laid down in the contract nor made accessible to third parties and must thus be returned to us immediately free of charge, when the contractual purpose of use has been fulfilled or upon the termination of the contract. This shall apply in particular to such documents and other information, which are described as "confidential". We shall be entitled to demand the return of the documents at any time if the maintenance of secrecy has not been ensured.
9. Delivery, delivery deadlines, default of acceptance
a) Delivery periods and deadlines are in accordance with our confirmation of order. If after the conclusion of the contract, amendments to the content or size of delivery are agreed, the delivery period is set again for the whole delivery. Indicated delivery periods and deadlines are only to be considered as approximate.
b) The delivery deadline or period has been observed if the goods were dispatched on schedule or the contracting partner has been informed that goods are ready for shipment.
c) An appropriate extension of delivery periods and deadlines occurs if we are unable to deliver due to measures within the scope of industrial dispute, in particular strike and lockout, violence, war or natural disasters, missing or insufficient delivery to us, as well as the occurrence of other unforeseen circumstances, which we are not responsible for. If these circumstances result in more than a temporary delay in the service, we are entitled to withdraw from the contract. If the delay lasts longer than 2 months, the contractor is entitled to pull out of the contract in view of the part of the contract not yet fulfilled.
d) If the party to the contract does not take delivery of the goods in due time, we shall be entitled subject to all the additional laws, to set an appropriate subsequent deadline after the expiry of which we shall be entitled to dispose of the item in a different way and to supply the party to the contract with an appropriate extended subsequent deadline. We can claim a lump sum fee of 10% of the agreed price not including VAT as a claim for damages, if the party to the contract does not prove that no or only a marginal loss has been incurred. We shall reserve the right to enforce an even higher claim.
e) Orders called forward shall be accepted within 2 months if nothing else has been agreed upon.
f) We are only obliged to insure the goods upon the express, written request of the party of the contract in its offer, whilst stating the type of insurance and the insurance sum and in return for the advance payment of the insurance costs.
10. Passage of risk
a) The risk passes to the contracting partner at the latest at the time of dispatch of the goods, even if we have assumed further services such as transport or bear the transport costs.
b) If dispatch is delayed due to reasons for which the contracting partner is responsible, the risk then passes to the contracting partner when the goods are ready for dispatch. We are, however, obliged to produce the insurance at the contracting partner's expense, which the contracting partner requests, provided the contracting partner reimburses the costs in advance.
11. Reservation of titel
a) The title to the goods delivered shall only be transferred to the party to the contract upon the complete payment of all our existing demands and demands that arise following the conclusion of the contract from the business relations.
b) The following regulations apply until the reservation of title expires:
The contracting partner is obliged to carefully handle and insure the delivered goods. He is entitled to resell these in proper business as long as he is not delayed in performance. In addition the party to the contract is entitled to work and process the goods for us as the manufacturer but without us incurring obligations as a result. If our (joint) ownership expires due to union, the (joint) ownership of the party to the contract to the single item shall be transferred to us in accordance with the value of the goods, which the party to the contract gratuitously keeps in safekeeping for us.
The contracting partner will assign to us by way of collateral security the claims made to him resulting from the resale or due to other legal reasons. We will accept this assignment. The reselling of delivered goods is excluded if the claims resulting from the resale or other legal reasons are not transferable.
The contracting partner is authorised to collect claims resulting from the resale or other legal reasons as long as he fulfils his obligations towards us and the conditions in article 7 (claim risk) of these general terms or by Section 321 of the German Civil Code d`ont occur. The contracting partner is obliged to pay over the sums collected to us, if the secured claims are payable.
The contracting partner is obliged on our request to disclose the assignment and to recover the documents and information necessary for the assertion of the claim to us. In the case of third party access to the conditional goods or claims assigned in advance the contracting partner is obliged to refer to our property and to inform us immediately by handing over the documents necessary for intervention.
In the case of behaviour on the part of the contracting partner which violates the contract, particularly delay in payment, we are justified in requesting the surrendering of the delivered goods or assignment of the contracting partner's existing rights to recover possession vis-à-vis the third-party. There is no withdrawal from the contract for the assertion of the reservation of ownership or the attachment of the delivered goods.
If the assessed value of the assigned claims by way of collateral security, according to the attainable revenue, exceeds the amount of the secured claims by more than 20 %, then, on the request of the contracting partner, we are obliged to reassign them.
12. Claims for damages, reimbursement of futile expenses
a) Restriction of liability based on the reason
The party to the contract shall only be entitled to claims for damagers for the reimbursement of futile expenses due to violations of obligations or if the due performance is not rendered or not rendered as due by us, due to default or in the event of defects for
aa) claims resulting from the injury to life, physical injury or injury to health, which are due in particular to our at least negligent violation of a duty or an intentional or negligent violation of a duty of one of our statutory representatives or vicarious agents,
bb) other claims, which are based on an at least grossly negligent violation of an obligation on our part or on an at least grossly negligent violation of an obligation of one of our statutory representatives, executives or vicarious agents or the at least negligent violation of essential contractual obligations (cardinal obligations) on our part or an at least negligent violation of an obligation of one of our statutory representatives, executives or vicarious agents and
cc) claims, which fall within the scope of protection of a promise issued by us (warranty, section 276 paragraph 1 of the German Civil Code) or a quality or durability warranty (Section 443 of the German Civil Code).
b) Restriction of liability based on the amount
If our liability for simple negligence and our liability for the grossly negligent behaviour of our vicarious agents, who are not statutory representatives or executives, is not excluded in accordance with letter a), then we are only liable for the claims that can be typically anticipated upon the conclusion of the contract and only up to the amount of the interest in the performance of the contract for the compensation of futile expenses.
c) Liability from preliminary contractual obligations
The foregoing paragraphs also apply to claims for damages of the party to the contract from obligations, which arise due to the adoption of contractual negotiations, the preparation of a contract or similar business contracts. If a contract arises between ourselves and the party to the contract, then the claims for damages of the party to the contract are deemed as waived, which were not justified in accordance with the aforementioned regulations in the case of the existing contract.
d) Claims from transferred law
The aforementioned regulations shall also apply for claims, which the contractual partner asserts from transferred law. The party to the contract can only invoke foreign law if the claim is also justified when applying the aforementioned regulations and these general terms and conditions of the contract.
13. Claims of the party to the contract in the event of faults
a) Obligation to investigate and give notice of a defect in the event of material faults Within the scope of non-gratuitous sales, work, work performance, service or business management contracts, the contracting partner has to immediately examine the delivered goods or services after delivery and if defects are noticed must report this to us immediately. If the contracting partner refrains from reporting the defect(s), the goods or services are considered approved, unless the defect was not recognised at the examination. If such a defect should later appear, it must be reported immediately after the discovery; in all other cases in view of the defect the goods or services are considered approved. The sending of notification on time is sufficient to maintain the rights of the party to the contract. If we have fraudulently concealed the defect then we cannot enforce this paragraph.
b) Faults on the part of used items
The rights of the party to the contract due to defects as to quality are excluded when it purchases used items. This does not apply to claims for damages and claims resulting from a promise issued by us (warranty, section 276 paragraph 1 of the Civil Code) or a quality or durability warranty (Section 443 of the Civil Code).
c) Subsequent fulfilment We shall be entitled to rectify the defect as we deem desirable by means of subsequent improvement or the delivery of a faultless item (subsequent fulfilment). If the repair of the defect fails, or if we let an appropriate extension, without repairing the defect or replacing the delivery, the contracting partner can then request the reduction of the compensation or make amendments to the contract. The party to the contract's right to compensation shall remain unaffected by this clause.
d) Expiration of claims due to defects
The statutory limitation period applies
aa) for claims for damages due to defects,
bb) for recourse claims in the event of withdrawal or reduction of the purchase price in the event of consumer goods purchase agreements (Section 478 of the Civil Code),
cc) for claims due to a tortious act and
dd) in the cases of Section 438 paragraph 1 item no. 2 and 634a paragraph 1 item no 2 of the Civil Code.
All the remaining claims of the party to the contract due to faults of newly manufactured items or work performances, in particular to subsequent fulfilment, revocation, reduction and compensation of futile expenditure shall expire within one year.
The same shall apply to claims due to defects of title with the following exception: Claims due to a defect that consist of a real right of a third party, on the basis of which the return of the purchased item can be demanded or of another law, that is entered in the land register, expire within 5 years.
14. Place of performance
The place of performance for both parties is our company's head office.
15. Secrecy and data protection
a) All documents, data and information made available to us by the contracting partner are not confidential, if the contracting partner indicates that these are not confidential. If we use a third party to perform a delivery or service, we can in this case pass on the customer data, if this is necessary for the attainment of the contractual objective.
b) Documents, data and information made available to the customer by us are to be kept secret, particularly information, which makes the use of our services possible or easier. Drawings and documents shown to the contracting partner remain our property and are to be recovered on request. Persons who have access to this information are to mutually agree on our request.
16. User's right, contract language, place of jurisdiction, partial nullity, limitation
a) These general terms and conditions and all legal relations between the parties are subject to German law. The validity of the agreement of the United Nations concerning contracts for the international sale of goods is excluded.
b) The language of the contract is German.
c) If the contracting partner trades as a business, the exclusive place of jurisdiction for all disputes resulting from the contractual relationship is our company's head office. However, we are entitled to take the contracting partner to court at another legal place of jurisdiction. It is agreed that regarding all other contracting partners, the place of jurisdiction will be our head office for all disputes resulting from the contractual relationship in the case where the party claiming to take legal action after the conclusion of the contract, no longer has Germany as his place of residence or if his usual place of abode is not known at the time of the commencement of the proceedings.
d) An interruption of the statute of limitations of claims of the party to the contract in the case of negotiations only occurs if we have consented to negotiations in writing. The interruption ends 3 months following our last written statement.
e) The ineffectiveness of conditions in these contractual terms or that of a condition agreed between the parties has no influence on the effectiveness of the remaining conditions of these general terms and conditions of delivery and service or other agreements. The parties are obliged to replace ineffective conditions with effective conditions which most closely correspond to the sense of the ineffective conditional.
General terms and conditions of purchasing
1. Scope of Conditions
All orders for the provision of goods and services that we place with effect from January 1, 2002 with legal entities incorporated under public law or with trusts incorporated under public law (hereinafter referred to as suppliers), shall be subject to the following conditions in the version that is current at the time of contractual conclusion. Changes made to the conditions shall be provided in writing in the form of the respective changed condition to continuing obligation suppliers, and shall be deemed as agreed if the continuing obligation supplier continues the business relationship without any rejection within a reasonable period of time. The contractual contents shall be defined in accordance with the written agreements. Further agreements were not made. Amendments to or supplements to contracts shall only be binding when confirmed by us in writing. Our procurement department has the sole authority for purchasing. Suppliers' supplementary conditions or conditions of business that are in variance or disadvantageous to us shall not be the subject of the contract even if they are not specifically rejected. These general terms and conditions of business shall apply to all further future transactions with the supplier.
2. Offers
Offers are deemed to be accepted upon confirmation by us in the form of an order in writing. Should we place an order we shall not be bound by it if 14 days elapse without receipt of acceptance. Our order number and article number is to be stated in all correspondence.
3. Prices
All prices are in EURO including transport and packing costs. Should transport costs be borne by us following express agreement, the supplier is obliged to make use of the most favourable method of shipping. Should insurance be required, the supplier shall take out the most favourable policy.
4. Delivery
Delivery period and delivery deadline shall be in accordance with the order and are binding. The delivery deadline or delivery period are deemed to have been met upon arrival of the goods at the place of fulfilment. Delays in delivery are to be advised to with immediate effect. Each delivery must be accompanied by the customary delivery note stating exact details. The supplier shall only be permitted to entrust the provision of his service to third parties other than his own employees following our express written confirmation concerning the deployment of such a third party for a specified service.
5. Payments
We shall be entitled to transfer funds to any bank account of the supplier. The bank debit date shall be the effective payment date in respect of payment punctuality. Amounts invoiced shall be due at the earliest 30 days following receipt of invoice. Should the service only be performed in its entirety at a later date, the amount invoiced shall be due at the earliest 30 days following the completion of the service. In the case of payment within two weeks after due date we shall be entitled to 3% cash discount. Any legal arrears interest payable to the supplier shall amount to a maximum of 5% points above base rate. Higher interest rates for other legal reasons and the enforcement of further damages shall not be excluded.
6. Endangerment of claims
In the event of our claims being endangered we shall be entitled to apply our legal right of non-performance to all services connected within the same legal relationship in accordance with § 273 BGB (German Civil Code).
7. Transfer of risk
The transfer of risk shall pass to us upon delivery of the goods at the specified destination.
8. Part-oriented items, manufacturing facilities
Should drawings, models, computer programs, files or manufacturing facilities in connection with the contract need to be provided such as tools (hereinafter referred to as facilities) these shall be collected by the supplier at no charge from a reasonable place specified by us. The supplier is obliged to return these upon our request at no charge to a reasonable place specified by us. The costs of maintenance, repair and alterations shall be borne by the supplier. Following receipt, the supplier shall check the construction, the concordance with drawings or patterns and the suitability for the purposes of the contract. He shall advise of any defects, variations or unsuitability with immediate effect. Payment for any facilities manufactured or provided by the supplier at our request within the scope of our contract shall only be made subject to our express agreement. Should the supplier invoice us with the cost of facilities manufactured or provided by the supplier at our request within the scope of our contract then title to such property shall revert to us upon payment in full. The supplier shall be responsible for careful keeping at no charge to us. The supplier is required to take out third-party insurance and insurance against fire and theft at his expense at an adequate level of cover which is to be agreed with us. The supplier is obliged to provide us with details concerning the insurance contract and its content and to provide us with a copy of the insurance contract. In the event of any claim, the supplier shall be required at our request to assign to us claims on account of performance upon the insurance company. Upon request the facilities are to be delivered at no charge to a place reasonably specified by us. The right of acquisition shall be granted to us at a reasonable price in the case of all other facilities that are exclusively used for delivery or the provision of services. Upon exercising such rights the preceding conditions shall apply: Facilities produced or purchased by us or for us may only be used with our agreement and only for the purposes of contracts concluded with us. Facilities that are not to be returned to us shall be stored upon termination of the business relationship for a period of 5 years or destroyed by the supplier at our request and at his expense.
9. Limitation
The limitation period may not be shortened in advance by way of legal transaction (§ 203 BGB) if we have agreed to legal transaction in writing. The limitation of our claims shall apply at the earliest 3 months after our last comment in writing.
10. Compensation for damages
a) Limited liability in terms of principle The supplier shall only be entitled to make claims for damages or for unnecessary expenditure because of violation of obligations or should the due service not be provided because of arrears or defects in the case of:
• damages incurred from loss of life, bodily damages or health damages that are based at least on violation of obligation on our part or the deliberate or grossly negligent violation of obligation caused by one of our legal representatives or vicarious agents,
• other damages that are based at least on the grossly negligent violation of obligation on our part or at least the gross violation of obligation by one of our legal representatives or vicarious agents, members of management or vicarious agents, or from at least the negligent violation on our part of obligations that are deemed to be a vital part of the contract (cardinal obligations), or at least the negligent violation by one of our legal representatives or vicarious agents, members of management or vicarious agents and
• damages that fall within the scope of a guarantee provided by us in accordance with § 276 clause 1 BGB.
b) Limited liability in terms of extent Inasmuch as our liability for simple violation and grossly negligent violation and our liability for the grossly negligent actions of vicarious agents that are not our legal representatives or members of our management is not excluded in accordance with a), our liability shall be limited to the damages typically caused upon contractual conclusion and to the replacement of expenditure to the extent of the claim to indemnity for breach at an amount equal to the full performance of the contract
c) Liability from precontractual debt The preceding clauses shall also apply to claims for damages by the contractual partner from obligations which arise from the commencement of contractual negotiations, the initiation of a contract or similar business contacts. Should a contract be concluded between ourselves and the supplier, claims by the supplier in the event of an existing contract that would not have been justified by these conditions shall be waived.
11. Defects in delivery or service
In variation to § 377 HGB (German Commercial Code) (Obligation for inspection and complaint), we retain the right to claim for faulty goods should we have disposed of them in part or in full in the course of normal business or used or changed them prior to discovery or recognition of the defect. Our claims for deficiency in title shall be limited at the least to the regular period of limitation. Should the law prescribe a longer period of limitations then this shall be exclusively applicable. The supplier shall relieve us of all claims by third parties that arise from material defects or deficiency in title of the delivery or service. This shall apply in particular to manufacturers liability and the violation of industrial property rights. The supplier is aware of the fact that we export our goods worldwide in particular to states of the European Union, the European economic area, Canada and the USA. Deliveries or services made in reference to end products, raw materials or part products must therefore comply with domestic and international law and may not infringe any domestic or international industrial property rights.
12. Offset and retention rights
The supplier shall only be entitled to set off undisputed or legally recognised claims. The supplier shall only be entitled to exercise rights of retention including the right in accordance with § 369 HGB in the event of non-disputed or legally upheld claims that arise from the same business relationship.
13. Assignment
The assignment of any claims made against us is excluded. Should the legal transaction from which payment demands of the supplier arise be a commercial transaction by both parties, § 354 a HGB shall apply.
14. Place of fulfilment
If the supplier is a trader, a legal entity incorporated under public law or a trust incorporated under public law the place of fulfilment for both parties shall be our domicile or the delivery destination stated in our order.
15. Confidentiality
Both parties undertake to treat as confidential all such business or trade secrets of the other party that become known to them in the course of contractual execution which proviso shall also apply after termination of the contract. We shall be entitled to demand that the supplier also contractually obliges all employees and vicarious agents in a similar manner and grants us where required access to such agreements.
16. Applicable jurisdiction, contractual language, place of jurisdiction, partial invalidity
All legal relationships between the parties shall be subject to the law of the German Federal Republic. The validity of the United Nations agreement on the international sales of goods (CISG) is excluded. The applicable language of the contract is German. If the supplier is a trader, a legal entity incorporated under public law or a trust incorporated under public law, the exclusive place of fulfilment for all disputes arising from the contractual relationship parties shall be the domicile of our company, whereby we reserve the right to institute proceedings against the contractual partner at another place of jurisdiction. In respect of all other contractual parties Esslingen is agreed as the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party in dispute is no longer domiciled in Germany or their place of residence or usual domicile is not known at the time of proceedings being instituted. 7 The invalidity of clauses within these contractual conditions or any other condition agreed upon between the parties shall have no effect upon the validity of the remaining clauses of these general delivery and service conditions or other agreements. The parties are obliged in the case of other conditions agreed between them to substitute such invalid conditions with valid conditions that correspond most closely to the sense of the invalid conditions.
