Status: August 2011
1. Scope of application
1.1 Our General Terms and Conditions apply exclusively. Insofar as these do not contain any provisions, the law shall apply. We do not recognize any terms and conditions of the contractual partner that conflict with or deviate from our General Terms and Conditions or the law to our disadvantage, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if our contractual services or deliveries are provided without reservation in the knowledge that the contractual partner's terms and conditions conflict with or deviate from our General Terms and Conditions or the law to our detriment.
1.2 Our General Terms and Conditions shall also apply to all future transactions with the contractual partner.
1.3 Our General Terms and Conditions shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
2. Offers and cost estimates, subsequent changes to the content of the contract
2.1 Our offers and cost estimates are—unless expressly designated as firm—subject to change and non-binding.
2.2 We reserve all rights to all offer and contract documents, in particular drafts, drawings, illustrations, etc. as well as samples, models and prototypes, insofar as they are not granted to the contractual partner in accordance with the meaning and purpose of the contract or on the basis of an express agreement. Offer documents as well as samples, models and prototypes must be returned to us immediately at our request if the order is not placed with us. The contractual partner may not assert a right of retention in this respect.
2.3 We shall endeavor to take into account any requests for changes made by the contractual partner after conclusion of the contract with regard to the contractual deliveries and/or services, insofar as this is reasonable for us within the scope of our operational capacity.
Insofar as the examination of the change options or the actual implementation of the changes have an impact on the contractual performance structure (remuneration, deadlines, etc.), a written adjustment of the contractual provisions must be made immediately.
We may also demand reasonable additional remuneration for a necessary examination as to whether and under what conditions the desired change is feasible, provided that we inform the contractual partner of the necessity of the examination and the contractual partner issues a corresponding examination order.
3. Prices, terms of payment, reservation of supplementary performance
3.1 We reserve the right to increase our prices appropriately if, after conclusion of the contract, cost increases occur for which we are not responsible, in particular due to collective wage agreements or changes in the price of materials. We shall provide the contractual partner with evidence of such increases upon request.
3.2 Subject to separate agreement, our prices are ex works excluding postage, dispatch, freight, packaging and insurance. Value added tax shall be charged additionally at the statutory rate.
3.3 Subject to separate agreements, payments by the contractual partner are due immediately and without deduction. The deduction of a discount requires special written agreement. The contractual partner shall be in default of payment ten days after the due date without any further declaration on our part if he has not paid. The statutory provisions shall apply to the consequences of default in payment.
3.4 We shall be entitled to demand reasonable payments on account plus the statutory value-added tax due thereon.
3.5 Bills of exchange and checks shall only be accepted on account of payment, bills of exchange only with prior written agreement. The discount, expenses and costs associated with the collection of the bill of exchange and check amount shall be borne by the contractual partner and shall be due for payment immediately. A fulfillment effect only occurs when the checks or bills of exchange are cashed and we are released from any liability.
3.6 The contractual partner shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or recognized. The contractual partner is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
4. Time of delivery or performance, delays in delivery or performance for which we are not responsible, delay in delivery or performance, impossibility, default in acceptance, breach of obligations to cooperate
4.1 The stated delivery or performance times are only fixed dates if they are expressly specified as such.
4.2 Compliance with delivery or performance obligations, in particular delivery dates, is subject to the following conditions
- the timely and proper fulfillment of any obligations to cooperate on the part of the contractual partner, in particular the receipt of documents and information to be supplied by the contractual partner;
- the clarification of all technical details with the contractual partner;
- the receipt of agreed advance payments or the opening of agreed letters of credit;
- the existence of any necessary official permits and licenses.
The defense of non-performance of the contract remains reserved.
4.3 Delays in delivery or performance for which we are not responsible:
4.3.1 We shall not be responsible for delays in delivery or performance due to the following obstacles to delivery and performance - unless a procurement risk or a guarantee has been assumed in exceptional cases with regard to compliance with the deadline or delivery date; the same shall also apply if these obstacles occur at our suppliers or their subcontractors:
- Circumstances of force majeure and obstacles to delivery and performance,
- which occur after conclusion of the contract or of which we become aware only after conclusion of the contract through no fault of our own and
- in respect of which we can prove that they could not have been foreseen and prevented by us even with the necessary care and that we are not at fault in this respect in terms of acceptance, precaution and avoidance.
Under the aforementioned conditions - occurrence or discovery through no fault of our own only after conclusion of the contract, unforeseeability and unavoidability proven by us—these include in particular
- Justified industrial action (strikes and lockouts)
- operational disruptions
- shortage of raw materials
- Failure of operating and auxiliary materials.
4.3.2 Claims for damages by the contractual partner are excluded in the event of delays in delivery and performance within the meaning of Clause 4.3.1.
4.3.3 In the event of a final impediment to delivery and performance within the meaning of Clause 4.3.1, each contracting party shall be entitled to terminate the contract immediately by rescission in accordance with the statutory provisions.
4.3.4 In the event of a temporary impediment to delivery and performance within the meaning of Clause 4.3.1, we shall be entitled to postpone deliveries and services for the duration of the impediment plus a reasonable start-up period. If we prove to the contractual partner that the impediment to delivery and performance is unreasonable, we shall be entitled to withdraw from the contract. The contractual partner shall be entitled to withdraw from the contract under the conditions set out in section 4.5 below. Section 323 (4) BGB shall apply accordingly to our right of withdrawal. With regard to the contractual partner's right of withdrawal, the provisions of Section 323 (4)–(6) BGB shall apply. Section 326 BGB and the references therein shall apply accordingly to the legal consequences of withdrawal; deliveries or services already provided by the contractual partner which are not owed may be reclaimed by the contractual partner in accordance with Sections 346–348 BGB.
4.4 Delays in delivery or performance for which we are responsible:
We shall be liable for delays in delivery or performance for which we are responsible in accordance with the statutory provisions with the following limitation of liability the following limitation of liability:
4.4.1. damages in addition to performance (§ 280 para. 2 in conjunction with § 286 BGB): If there is no intentional or grossly negligent behavior on our part, on the part of our legal representatives or vicarious agents, we shall owe a lump-sum compensation for delay in the amount of 0.5% of the net invoice amount of the deliveries or services affected by the delay for each completed week of delay, up to a maximum total of 5% of the net invoice amount. In the event of gross negligence on our part, on the part of our legal representatives or vicarious agents, our liability for damages shall be limited to the foreseeable, typically occurring damage.
4.4.2 Damages in lieu of performance (§ 281 BGB): Our liability shall be limited to the foreseeable, typically occurring damage, unless the delay in delivery or performance is due to an intentional or grossly negligent breach of contract for which we, our legal representatives or vicarious agents are responsible.
4.4.3 The above limitations of liability shall not apply,
- if the contractual partner has tied the continuation of its interest in performance to the timeliness of performance in the contract (fixed-date transaction);
- if the contractual partner is entitled to assert that his interest in the further fulfillment of the contract has ceased to exist as a result of a delay in delivery for which we are responsible;
- if, by way of exception, we have expressly assumed a procurement risk or a guarantee with regard to compliance with the deadline or delivery date.
4.5 If we can prove that we are not responsible for the delay, the contractual partner shall only be entitled to withdraw from the contract,
- if, in the contract, he has tied the continuation of his interest in performance to the timeliness of performance (fixed-date transaction) or
- he proves that due to the delay in delivery or performance his interest in performance has ceased to exist or that the maintenance of the contractual relationship is unreasonable for him.
Otherwise, Section 323 (4 - 6) BGB shall apply. The legal consequences of withdrawal are governed by the statutory provisions (Sections 346 et seq. BGB).
4.6 In the event of the impossibility of our deliveries or services, we shall be liable in accordance with the statutory provisions with the following limitation of our liability in terms of amount:
In the absence of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents, our liability for damages and for reimbursement of futile expenses shall be limited to a total of 20% of the net invoice amount of our deliveries and services; in the case of gross negligence, to the foreseeable, typically occurring damage. This limitation of liability shall not apply if we have exceptionally assumed a procurement risk. The statutory right of the contractual partner to withdraw from the contract in the event of impossibility of our deliveries or services remains unaffected.
4.7 We are entitled to make partial deliveries or render partial services to an extent that is reasonable for the contractual partner.
4.8 If the contractual partner is in default of acceptance or acceptance at the place of performance, collection or call-off of the goods - even in the case of possible partial deliveries - or if the delivery is delayed in any other way for reasons for which the contractual partner is responsible or if the contractual partner culpably violates other obligations to cooperate, we shall be entitled - without prejudice to further statutory claims - to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
5. Transfer of risk, insurance
5.1 If sales law applies to our deliveries, the risk of accidental loss or accidental deterioration shall pass to the contractual partner as soon as the delivery has been handed over to the person or institution designated to collect or carry out the delivery, but at the latest when it leaves our factory. This shall also apply to any deliveries made by our own vehicles or carriage and packaging paid on the basis of a special agreement and also in cases in which we have undertaken assembly, installation or other services for the contractual partner.
5.2 If the contractual partner is in default of acceptance, acceptance, call-off or collection or if our deliveries or services are delayed for reasons for which the contractual partner is responsible, the risk of accidental loss or accidental deterioration shall pass to the contractual partner at the point in time at which the contractual partner is in default or at which the deliveries or services could have been made in accordance with the contract if the contractual partner had acted in accordance with its duties.
5.3 At the request of the contractual partner, the delivery shall be insured against theft, breakage, fire, water and transport damage as well as other insurable damage at the contractual partner's expense from the transfer of risk.
6. Retention of title
6.1 We reserve title to the delivery items ("reserved delivery") until receipt of all payments from the business relationship with the contractual partner. The retention of title shall also extend to the recognized balance insofar as we book claims against the contractual partner in the current account (current account reservation). If, in order to effect the payments to be made to us for the reserved delivery, a bill of exchange liability is established on our part, the reservation of title shall not expire before our bill of exchange liability expires; if the check/bill of exchange procedure is agreed with the contractual partner, the reservation shall also extend to the redemption of the bill of exchange accepted by us by the contractual partner and shall not expire when the check received is credited to us.
6.2 The contractual partner is entitled to resell the reserved delivery in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims which accrue to him from the resale against his customers or third parties. If the contractual partner includes the claims from a resale of the reserved delivery in a current account relationship existing with his customer, the current account claim shall be assigned in the amount of the recognized balance; the same shall apply to the "causal" balance in the event of the insolvency of the contractual partner. The contractual partner is authorized to collect the assigned claims even after their assignment. Our authority to collect the claims ourselves shall remain unaffected by this - subject to the provisions of insolvency law; however, we undertake not to collect the claims as long as the contractual partner does not breach its contractual obligations, in particular does not properly meet its payment obligations, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
6.3 If our obligation to refrain from collecting the claims ourselves in accordance with Section 6.2 above ceases to apply, we shall be entitled - subject to the provisions of insolvency law - to revoke the authorization to resell and to take back the reserved delivery or to demand the assignment of the contractual partner's claims for restitution against third parties. If we take back the reserved goods, this shall constitute a withdrawal from the contract.
Subject to the provisions of insolvency law, we may realize the reserved delivery taken back for the aforementioned reasons after prior warning and after setting a deadline; the realization proceeds shall be set off against the liabilities of the contractual partner - less reasonable realization costs.
Under the conditions that entitle us to revoke the contractual partner's authorization to resell, we may also revoke the collection authorization and demand that the contractual partner informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
6.4 The contractual partner must notify us immediately in writing in the event of damage to or loss of the reserved delivery as well as change of ownership or residence. The same shall apply in the event of seizure or other interventions by third parties so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the contractual partner shall be liable for the loss incurred by us. If the release of the delivery subject to retention of title is achieved without legal proceedings, the costs incurred can also be charged to the contractual partner, as can the costs of returning the seized delivery subject to retention of title.
6.5 The processing or transformation of the reserved delivery by the contractual partner shall always be carried out on our behalf. If the reserved delivery is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved delivery (final invoice amount including VAT) to the value of the other processed items at the time of processing or transformation. The contractual partner shall be granted an expectant right corresponding to its expectant right to the reserved delivery to the item created by processing or transformation.
6.6 If the reserved delivery is inseparably mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved delivery (final invoice amount including VAT) to the value of the other mixed or combined items at the time of mixing or combining. If the mixing or combination takes place in such a way that the contractual partner's item is to be regarded as the main item, it is agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis. The contractual partner shall keep the sole ownership or co-ownership for us.
6.7 In the event of the resale of our reserved delivery after processing or transformation, the contractual partner already now to us by way of security.
If we have only acquired co-ownership in accordance with the aforementioned Section 6.5. or 6.6. due to the processing or transformation or the mixing or combination of the reserved delivery with other items not belonging to us, the contractual partner's claim for remuneration shall only be assigned to us in advance in the ratio of the final amount invoiced by us for the reserved delivery, including VAT, to the final invoice amounts of the other items not belonging to us.
In all other respects, the above Sections 6.2. to 6.4. shall apply accordingly to the claims assigned in advance.
6.8 If the retention of title or the assignment is not effective under foreign law in whose jurisdiction our reserved delivery is located, the security corresponding to the retention of title and the assignment in this jurisdiction shall be deemed agreed.
If the cooperation of the contractual partner is necessary for the creation of such rights, he shall be obliged, at our request, to take all measures necessary to establish and maintain such rights.
6.9 The contractual partner is obliged to treat the reserved delivery with care and to maintain it at its own expense; in particular, the contractual partner is obliged to insure the reserved delivery at its own expense in our favor sufficiently at replacement value against theft, robbery, burglary, fire and water damage. The contractual partner hereby assigns to us all insurance claims arising from this with regard to the reserved delivery. We accept the assignment. In addition, we reserve the right to assert our claims for performance or damages.
6.10. The contractual partner also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the reserved delivery with a property.
6.11. We undertake to release the securities to which we are entitled at the request of the contractual partner to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.
7. Acceptance
7.1 If the law on contracts for work and services applies to our deliveries or services, the contractual partner shall be obliged, at our discretion, to carry out written preliminary acceptance at our premises and/or written acceptance at his works as soon as he has been notified of the completion of the delivery item or any agreed ready-for-operation assembly or, in the case of any contractually agreed testing, as soon as this has taken place. Acceptance cannot be refused due to insignificant defects.
Acceptance shall be deemed to have taken place if the contractual partner does not accept our deliveries or services within a reasonable period specified by us, although he is obliged to do so.
7.2 Our liability for obvious defects shall lapse upon acceptance, unless the contractual partner has reserved the right to assert such defects upon acceptance.
7.3 If testing has been agreed, the contractual partner undertakes to test the functions of the delivery item for the intended period. In addition to the function, these tests must also include the safety test so that the regulations applicable to the respective industry, such as VDE, Machine Protection Act, etc., are fulfilled.
7.4 We may also demand the performance of partial acceptances, provided there are no objective reasons to the contrary and this is reasonable for the contractual partner.
8. Service description, liability for defects
8.1 The qualities listed in our service descriptions define the characteristics of our deliveries and services comprehensively and conclusively. In case of doubt, the descriptions of our deliveries and services are the subject of quality agreements and not of guarantees or assurances. In case of doubt, declarations on our part in connection with this contract do not contain any guarantees or assurances in the sense of an aggravation of liability or the assumption of a special obligation to assume responsibility. In case of doubt, only express written declarations on our part with regard to the provision of guarantees and assurances shall be authoritative.
8.2 No warranty is assumed for damages for the following reasons: unsuitable or improper use or operation, faulty assembly by the contractual partner or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electrochemical or electrical influences (insofar as we are not responsible for them), improper modifications or repair work carried out by the contractual partner or third parties without our prior approval.
8.3 Claims for defects on the part of the contractual partner shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of the usability of our deliveries or services.
8.4 The contractual partner's rights in respect of defects presuppose that it has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
8.5 If there is a defect, we shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. If one or both types of subsequent performance are impossible or disproportionate, we shall be entitled to refuse them.
We may also refuse subsequent performance as long as the contractual partner does not fulfill its payment obligations to us to an extent that corresponds to the defect-free part of the service provided. We are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery was taken to a place other than the place of performance, unless the transfer corresponds to the intended use.
We are also entitled to have the defect rectified by third parties. Replaced parts shall become our property.
8.6 In the event of impossibility or failure of subsequent performance, culpable or unreasonable delay or serious and final refusal of subsequent performance by us or unreasonableness of subsequent performance for the contractual partner, the latter shall be entitled, at his discretion, either to reduce the purchase price accordingly (reduction) or to withdraw from the contract (withdrawal).
8.7 Unless otherwise provided for in clauses 8.8. and 8.9. below, further claims of the contractual partner in connection with defects in our deliveries and services, irrespective of their legal basis (in particular claims for damages due to defects and breaches of duty, claims in tort for compensation for material damage and claims for reimbursement of expenses) are excluded; this applies in particular to claims arising from damage outside the delivery items, e.g. to other items of the contractual partner, and to claims for compensation for loss of profit.
8.8 The exclusion of liability set out in Section 8.7 above shall not apply:
8.8.1 For damages resulting from injury to life, body or health, which are based on a culpable breach of duty on our part, our legal representatives or our vicarious agents;
8.8.2. for mandatory liability under the Product Liability Act;
8.8.3. in the event of fraudulent concealment of a defect, the assumption of a guarantee or the assurance of a characteristic, if a defect covered by this triggers our liability;
8.8.4 in the event of culpable breach of a material contractual obligation or a "cardinal obligation" by us, our legal representatives or our vicarious agents; however, insofar as there is no intentional or grossly negligent breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage;
8.8.5. for any other claim by the contractual partner for compensation for damages in lieu of performance for which we, our legal representatives or our vicarious agents are responsible; insofar as there is no intentional or grossly negligent breach of contract, however, liability for damages shall be limited to the foreseeable, typically occurring damage;
8.8.6 For other damages based on an intentional or grossly negligent breach of duty by us, our legal representatives or our vicarious agents; insofar as there is no intentional breach of contract, the liability for damages is, however, limited to the foreseeable, typically occurring damage.
8.9 In the event of reimbursement of expenses, Clause 8.8 shall apply accordingly.
8.10. The statutory provisions on the burden of proof shall remain unaffected by the above provisions of Section 8, in particular Sections 8.7. to 8
9. Liability for secondary obligations
If the delivered item cannot be used by the contractual partner in accordance with the contract due to the fault of us, our legal representatives or our vicarious agents as a result of omitted or faulty execution of suggestions and advice prior to conclusion of the contract as well as other contractual ancillary obligations (in particular instructions for operation and maintenance of the delivery item), the provisions of the above Sections 8.7. to 8.10. shall apply accordingly, to the exclusion of further claims by the contractual partner.
10. Total liability, withdrawal of the contractual partner
10.1 The following provisions shall apply to claims of the contractual partner outside the liability for material defects. Legal or contractual rights and claims to which we are entitled shall neither be excluded nor limited.
10.2 For liability for damages - subject to the separately regulated liability due to delay (clause 4.4.) and impossibility (clause 4.6.) - the provisions of clauses 8.7. and 8.8. above shall apply accordingly. Any further liability for damages is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages in addition to performance and damages instead of performance due to breaches of duty as well as for tortious claims for compensation for property damage in accordance with § 823 BGB.
10.3 The limitation according to Clause 10.2 also applies if the contractual partner demands expenses.
10.4 Any fault on the part of our legal representatives and vicarious agents shall be attributed to us.
10.5 The statutory provisions on the burden of proof remain unaffected.
10.6 Insofar as liability towards us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
10.7 The contractual partner may only withdraw from the contract within the framework of the statutory provisions if we are responsible for the breach of duty. In the cases of clause 8.6 (failed subsequent performance etc.) and in the event of impossibility, however, the statutory requirements shall remain in force; the provisions of clauses 4.3.3, 4.3.4 and 4.5 above shall apply to the contractual partner's right of withdrawal in the event of delay in our deliveries or services. In the event of a breach of duty, the contractual partner must declare within a reasonable period of time at our request whether it will withdraw from the contract due to the breach of duty or insist on delivery.
11. Rights to know-how and inventions
We alone shall be entitled to any secret, high-quality and advanced knowledge (know-how) and inventions and any industrial property rights existing with us or acquired during the execution of the contracts concluded with us—subject to a separate agreement or the use or utilization of the delivery items to which the contractual partner is entitled in accordance with the meaning and purpose of the contractual relationship.
12. Infringement of the rights of third parties
We do not guarantee that the use, installation or resale of the delivery items will not infringe any third-party industrial property rights; however, we warrant that we are not aware of the existence of any such third-party industrial property rights to the delivery items.
13. Statute of limitations
13.1 The limitation period for claims and rights due to defects in deliveries or services - regardless of the legal grounds—shall be one year; in the case of multi-shift operation, the aforementioned limitation period shall be reduced to six months. However, this shall not apply in the cases of §§ 438 para. 1 no. 1, 438 para. 1 no. 2, 479 para. 1 and 634 a) para. 1 no. 2 BGB; in this respect, a limitation period of three years shall apply.
13.2 The limitation periods according to Section 13.1 shall also apply to all claims for damages against us that are related to the defect - irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against us which are not related to a defect, the limitation period of Clause 13.1 sentence 1 shall apply to them.
13.3 The limitation periods according to clauses 13.1. and 13.2. do not apply
- in the case of intent;
- if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the deliveries or services; in the event of fraudulent intent, the statutory limitation periods that would apply in the absence of fraudulent intent shall apply instead of the periods specified in Section 13.1, excluding the extension of the limitation period in the event of fraudulent intent in accordance with Sections 438 (3) and 634 a (3) BGB;
- for claims for damages in cases of injury to life, limb, health or freedom;
- for claims under the Product Liability Act;
- in the event of a grossly negligent breach of duty or
- in the event of a breach of material contractual obligations.
In this respect, the statutory limitation periods shall apply.
13.4 Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, suspension of expiry, suspension and recommencement of time limits shall remain unaffected.
13.5 The claims for reduction and the exercise of a right of withdrawal are excluded insofar as the claim for subsequent performance is time-barred. In this case, however, the contractual partner may refuse to pay the remuneration to the extent that it would be entitled to do so on the basis of the withdrawal or reduction.
14. Assignment of claims by the contractual partner
Claims against us in relation to the deliveries or services to be provided by us may only be assigned with our prior written consent.
15. Place of performance, place of jurisdiction, applicable law, intra-Community acquisition, severability clause
15.1 Unless otherwise agreed, the place of performance shall be exclusively our registered office.
15.2 If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship—including for matters relating to bills of exchange and checks—shall be our registered office or, at our discretion, the registered office of the contractual partner. The above agreement on the place of jurisdiction shall also apply to contractual partners domiciled abroad.
15.3 All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG: United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980), without regard to conflict of laws provisions.
15.4 Should a provision in these General Terms and Conditions or a provision within the framework of other agreements between us and the contractual partner be or become invalid, this shall not affect the validity of all other provisions or agreements.
15.5 Contractual partners from EC member states are obliged to compensate us for any damage we may incur in the case of intra-Community purchases
- due to tax offenses committed by the contracting party itself or
- due to incorrect information or failure to provide information by the contractual partner about his circumstances relevant for taxation.