General Conditions
General Conditions for the Supply of Machines for Export
1. Preamble
These general conditions shall apply, save as varied by express agreement accepted in writing by both parties.
2. Offer, formation of contract, volume of delivery
2.1 Any documents such as illustrated matter, drawings, weights, dimensions, data on technical procedures, consumption and production being part of the offer constitute an approximate guide, save to the extent that they are by reference expressly declared binding. Any offers, drawings or other documents submitted remain the exclusive property of the supplier who also reserves the copyright. They may not be copied, reproduced, transmitted or communicated to a third party. The supplier may not, without the purchasers consent, copy, reproduce, transmit or communicate drawings to be declared as confidential to a third party.
2.2 The contract shall be deemed to have been entered into when, upon receipt of an order, the supplier has sent an acceptance in writing within the time-limit (if any) fixed by the purchaser.
2.3 For the volume of the delivery the written confirmation of the supplier is binding. In case that the supplier has submitted an offer which is binding temporarily and subject to acceptance within a time-limit the offer will bind. Collateral agreements and modifications must be confirmed in writing by the supplier.
2.4 Protective devices against dangers when utilizing the delivered goods are part of our delivery, as far as agreed upon. The non-delivery of protection devices is no fault as far as it has not been expressly so agreed.
2.5 The supplier reserves the right of modification and improvements with regard to the constructive design, the utilized material and the execution on the condition that these measures will not cause any disadvantage as fast as the serviceability of the delivered goods is concerned.
3. Packing
Unless otherwise specified, prices quoted in offers and in the contract shall be deemed to include the necessary packing or the necessary protection to prevent damage to the delivered goods under normal transport conditions before they reach their destination as stated in the contract.
4. Passing of risk and acceptance
4.1 Save as provided in paragraph 5.5, the time at which the risk shall pass shall be fixed in accordance with the International Rules for the Interpretation of Trade Terms (Incoterms) of the International Chamber of Commerce in force at the date of the formation of the contract.
4.2 The delivered items are to be accepted by the purchaser without prejudice to the rights as set out under Art. 8 even if they show unimportant deficiencies.
4.3 Deficiencies that can be found by a normal inspection after arrival of the goods at destination must be claimed at the latest within 8 days after reception of the goods by returning the delivery-note. The purchaser shall be liable to produce a certificate issued either by the Railway Company or the carrier evidencing eventually occurred damages or short deliveries.
5. Time of delivery
5.1 The time of delivery starts at the date at which the confirmation of order has been posted, however, not earlier than the date at which the documents, authorizations and releases to be procured by the purchaser, as well as the agreed advance payment have been received.
5.2 The time of delivery shall be deemed to be fulfilled on the condition that until the date of its expiration the delivered goods have left the factory or the readiness for dispatch has been notified.
5.3 The time of delivery shall be extended conveniently in case of measures taking place as a consequence of industrial disputes, in particular strikes and lock outs, same as in case of unforeseen impediments being against the will of the supplier, as far as such impediments are evidently of major influence to the completion or consignment of the goods to be delivered. The same applies should these circumstances occur at the end of sub-suppliers. For the aforesaid circumstances the supplier cannot be held liable in case they arise during a yet existing delay. In important cases the beginning and the end of such impediments will be notified the soonest possible by the supplier.
5.4 If the supplier has made an expressive written agreement with the purchaser about the payment of an indemnification for delay the purchaser can claim, on the condition that a damage occured to him owing to a delay in the delivery for which the supplier is held liable, 0,5% for each complete week, however at maximum a total of 5% of the net price of those parts that are not ready for operation owing to delay in the consignment. By the payment of the indemnification for delay all other claims raised by the purchaser for delay in the consignment are settled. Further claims, in particular with regard to damages, are excluded.
5.5 If the purchaser does not accept the consignment within the agreed time, he has nevertheless to effect the payment dependent on the delivery, as if the goods had been delivered. In this case the supplier shall provide the storage of goods at the cost and risk of the purchaser. Invoiced shall be the cost originated by the storage, in case of - storing the goods at the factory at least 0,5% of the invoice amount per month. In addition, the supplier is obliged to cover on demand and at the cost of the purchaser the insurances the purchaser requires.
5.6 If the purchaser refuses to accept the delivered goods even after convenient storage time, the supplier is entitled to claim damage for non-fulfilment to the amount of the effective damage, at least 20% of the order value.
6. Property reservation
6.1 The delivered goods shall remain the property of the supplier until receipt of all payments resulting from the contract, as far as this is permitted by the law in force in the territory where the goods are. If this law does not allow any property reservation, but entitles the supplier to reserve other rights subject to the delivered goods the supplier shall be authorized to make use of all rights of this kind.
6.2 The purchaser shall be obliged to participate in measures taken by the supplier with a view of protecting his property, or instead of this, in any other right exercised by the supplier for the same purpose.
7. Price and payment conditions
7.1 Prices are based on the cost-prices for material and wages valid at the time at which the offer was established. The contract reserves the right to alter the prices in case of an increase of material prices and wages.
7.2 For the prices issued in accordance with the Incoterms is binding the offer or the confirmation of order. The prices are quoted in EURO. They are to be understood without turn-over tax, which will be charged in addition to the legal rate in invoices established for consigments to German exporters and which is payable upon receipt of invoice.
Prices quoted in foreign currency are to be understood on the basis of the actually valid rate exchange. Should this rate change, the prices will be adjusted accordingly.
7.3 For consigments for export all charges (taxes, fees, duties etc.) to be paid outside the Federal Republic of Germany shall be borne by the purchaser.
7.4 Payments are to be made free supplier's office, in compliance with the conditions so agreed.
7.5 If the purchaser delays in making any payment, the supplier may postpone the fulfilment of his own obligation until such payment is made, unless the failure of the purchaser is due to an act or omission of the supplier.
7.6 The supplier is entitled to charge without reminder an interest of 2% above the discount rate of the German Federal Bank, at least of 6% should payment be delayed.
7.7 The purchaser is not entitled to retain payments or to compensate any counter-claims contested by the supplier.
8. Erection
8.1 Unless otherwise agreed, erection is not included in the price. For the erection of the machinery by our mounting staff the purchaser shall provide in time and free of charge qualified auxiliary labour, hoists and all required materials. For sending personnel for assembly and erection work, please refer to our special conditions.
8.2 Authorizations that may be required for the erection of the plants are the responsibility of the purchaser.
8.3 Before starting erection, foundation work must be sufficiently advanced to enable a troublefree and continuous work. As far as work has to be carried out on site, while erection work is in process, same shall be supported to such an extent that impediments and interruptions be avoided. Should an interruption of the erection work become necessary owing to circumstances for which neither the supplier nor the erection personnel are responsible, the purchaser shall bear the costs for waiting time and repeated trips of the erection personnel that might be necessary.
9. Liability for fault
The supplier shall be liable for faults including the absence of promised qualities, to the exclusion of all further claims made against him as follows:
9.1 The supplier shall replace or repair free of charge, at his discretion, all parts which can be shown to have become useless or to have been markedly impaired in usefulness within 6 months (or within 3 months in case of shift work) after putting into operation owing to a circumstance incurred before passing of risk, in particular faulty design, poor materials or inadequate workmanship. The finding of such deficiencies shall be reported to the supplier in writing immediately. Replaced parts shall become the property of the supplier.
If delivery, setting up or putting into operation is delayed, the liability will expire 12 months at the latest after devolution of risk.
For essential products of foreign sources the liability of the supplier shall be limited to the cession of the claims for deficiency granted to him by the sub-supplier supplying the foreign material.
9.2 The right of the purchaser to lodge claims resulting from deficiencies becomes prescriptive in all cases 5 months after the date of filing the original claim, at the earliest when the period of time for lodging claims for deficiencies has elapsed.
9.3 For delivered parts being subject to premature wear owing to their material composition and kind of utilization no liability is assumed, nor for damage caused for the following reasons: inappropriate and inadequate use, faulty erection or putting into operation by the purchaser or third parties faulty or negligent treatment, unsuitable requisites, substitution of raw materials, defective engineering work, unsuitable construction ground, chemical, electrochemical and electrical influences, provided they are not due to the fault of the supplier.
9.4 For all repairs and spare parts deliveries that appear necessary to the fair-minded supplier, the purchaser in agreement with the supplier shall give the supplier the necessary time and opportunity, otherwise the supplier shall be released from any liability for deficiencies. Only in urgent cases in which the safety of operation is endangered or expressively great damage is threatening, conditions to be reported immediately to the supplier, or if the supplier, delays eliminating the fault, the purchaser shall be entitled to eliminate the deficiency either himself or to order third parties to do so, and to claim from the supplier compensation for the expenses incurred.
9.5 Of the direct costs arising from repairs or spare parts the supplier shall bear - in so far as the claim is proved to be justified - the costs of the spare parts including the costs for the delivery, the reasonable costs arising from dismounting and reassembling, furthermore if this can be reasonably claimed - which is dependent on the individual case - the costs incurred by the necessary employment of his own mechanics and auxiliary labour. All other costs shall be borne by the purchaser.
9.6 The period of liability for replaced parts and repair work is 3 months. However, it will remain in force until the end of the period of liability for the original goods. The warranty period for the delivered goods shall be extended by the length of interruption in operation caused by the necessity for repair.
9.7 The supplier shall not be held liable for the troublefree operation of the machines provided that the assembly had not been carried out by the supplier. Deficiencies resulting from faulty treatment, wrong servicing or undue wear of the plant, same as from faulty intervention or unsufficient maintenance shall also be excepted from the liability.
9.8 If the supplier has made a promise in respect of the power consumption or output capacity, they shall be deemed to be fulfilled in case of the tolerance ± 10%.
9.9 Claims in respect of the performance of the delivered goods shall be reported by the purchaser by registered mail - if and in as far as the supplier is liable for the performance - within a delay of one month after putting into operation and under enumeration of the alleged deficiencies. The supplier shall be given on his demand a commensurate delay from the moment at which he received the deficiency claim. Within this period of time he shall prove his ability to fulfill the agreed performance.
For this purpose the supplier shall be entitled to send delegates whose given instructions must be followed by the employees of the purchaser.
If as a consequence of unforeseen circumstances the delivered equipment proves to be inadequate for the intended purpose, the supplier shall be obliged to withdraw the machinery that he has delivered against refund of the received payment. Any further claims of the purchaser shall be excluded.
9.10 The supplier is not obliged to make any repair or repeat delivery as long as the purchaser does not fulfill his obligations.
9.11 Second hand machines and repairs on second hand machines shall be excluded from any warranty. The same applies to deliveries of spare and wearing parts thereof.
10. Warranty and Liability
Claims for compensation of indirect damage are excluded. Indirect damage means such damage not having arisen on the delivered goods themselves. Independently hereof, the entrepreneur shall be liable to the purchaser to the extent to which the industrial liability insurance pays damages.
11. Acceptance and performance
11.1 Unsignificant claims shall not entitle the purchaser to refuse the acceptance of the delivered goods. The performance shall be deemed being made if the delivered goods comply essentially with the conditions stipulated in the contract.
From this moment the contractor shall only be liable in accordance with the regulations governing the warranty, except eventual accessory obligations (f. e. the erection).
11.2 Complete plants shall be surrendered officially by our erectors. The purchaser shall in any case take over the plant as soon as the supplier has offered him the taking over. Taking over cannot be refused by the, purchaser for claims that do not deteriorate the operation of the plant.
12. Premature cancellation of the contract
In case of premature cancellation of contract for reasons for which the supplier is not liable, the supplier shall be entitled, without giving evidence, to invoice cancellation costs to the amount of 20% of the order value unless higher costs can be evidenced.
13. Appendix to General Conditions of Supply
13.1 Jurisdiction for all legal disputes arising within the contract is the registered court of the supplier. The supplier is also entitled to institute any claims at the registered court of the purchaser.
13.2 The legal law of the Federal Republic of Germany applies, unless otherwise agreed.
13.3 The purchaser is not entitled to transfer his contract rights and obligations to a third party without the written consent of the supplier.
13.4 If individual clauses of the general conditions of supply will become no more valid, all other conditions will remain as stipulated.
General terms and conditions of purchase
I. Overriding General Terms and Conditions
All contracts between Wirtgen GmbH (Buyer) and our Suppliers shall be exclusively subject to the following General Terms and Conditions of Wirtgen GmbH. Any agreements between said parties, modifications and collateral agreements thereto shall only be valid if made in writing. Any reference by the Supplier to its own General Terms and Conditions shall herewith be expressly disregarded. Our terms of purchase shall apply even if we are aware of any conditions of the Supplier’s that conflict with our terms of purchase and we accept delivery of products or services by the Supplier or pay for the same. Our terms of purchase shall also apply to all future deliveries and services by the Supplier until such time as our new terms of purchase should take effect.
II. Orders
1. Supply contracts (orders and acceptance) and call orders as well as additions and modifications thereto must be made in writing. Orders and call orders may be effected by telecommunication.
2. If the Supplier does not accept an order within three weeks of receipt, the Buyer shall be entitled to cancel the order. Call-off orders shall become binding, at the latest, if they are not refused by the Supplier within two weeks of receipt.
3. The Buyer may demand such modifications to the construction and design of the goods as may be reasonably expected of the Supplier, in which case an appropriate mutual arrangement shall be made to allow for the consequences thereof, particularly in respect of the increased or reduced costs involved and the time allowed for delivery.
4. Cost estimates and offers of any kind shall be binding and free of charge.
III. Payments
1. In case of acceptance of early deliveries, the due date for payment shall be based on the originally agreed delivery date.
2. In case of defective delivery the Buyer shall be entitled to withhold payment in proportion to the value of the defective delivery until the order has been properly fulfilled.
3. Without the Buyer’s prior written consent, which may not be unfairly refused, the Supplier shall not be entitled to assign its accounts receivable from the Buyer or have third parties collect them. In case of extended reservation of title, said consent shall be deemed given.
4. Prices may not be changed without the Buyer’s consent.
5. Unless otherwise provided, payments shall be effected by the Buyer at a 3% cash discount within 14 days of receipt of the goods or net within 30 days.
6. Unless otherwise provided, all prices shall apply DDP as per Incoterms 2000 and shall include packaging. The prices shall not include VAT. The Supplier shall bear the material risk until acceptance of the goods by us or our authorized recipient at the stipulated place of delivery.
IV. Notice of defects
The Buyer must notify the Supplier of any defects immediately and in writing as soon as they are detected under the prevailing conditions in the ordinary course of business. To this extent the Supplier waives any defence based on late notification of defects.
V. Secrecy
1. Unless and until such time as it may demonstrably become public knowledge, all business or technical information to which we provide access (including features that may be gleaned from objects, documentation or software provided, and any other know-how) shall be kept secret from third parties and may only be made available to persons at the Supplier’s own facilities who must be involved in order to use such information for the purpose of supplying us and who shall be likewise enjoined to secrecy. We shall retain exclusive ownership of said information, which may not be reproduced or commercially used without our prior written consent except for the purpose of supplying us. If we so request, all information we have provided (including any copies made or records thereof) and any objects we have lent must be returned to us, immediately and in full, or destroyed. We reserve all rights to such information (including copyrights and the right to register industrial property rights, such as patents, utility models etc.). If the information has been made accessible to us by third parties, this reservation of rights shall also apply for the benefit of those third parties.
2. Products that are manufactured according to documents designed by us, such as drawings, models, forms, dies or the like, or according to our confidential information or using our tools or reproductions thereof, may not be used by the Supplier itself or offered or supplied to third parties. The same applies mutatis mutandis to our printing orders.
3. Subcontractors shall be enjoined accordingly.
4. The contracting parties may not make use of their mutual dealings for advertising purposes without the other’s prior written consent.
VI. Delivery dates and deadlines
Stipulated dates and deadlines shall be binding. All delivery dates and deadlines refer to receipt of the goods, including all necessary documents, by the Buyer. If delivery "free works" is not stipulated, the Supplier must make the goods available in good time, taking the usual time of transportation into account.
The Supplier may be required to furnish proof of having effected delivery.
The Buyer reserves the right to send back goods that are delivered too early. Additional expenses thereby incurred shall be borne by the Supplier.
VII. Delayed delivery
1. The Supplier shall be liable to the Buyer for any losses due to late delivery.
2. The amount of damages shall depend on the extent of the delay. Unless otherwise provided, 1% of the order value shall be payable in damages for each week of delay that has commenced prior to delivery.
3. The Buyer reserves the right to claim greater proven damages.
4. If we accept late delivery or performance without reservation, that shall not be deemed a renunciation of any damages to which we are entitled for late delivery or performance.
VIII. Force majeure
In the event of force majeure, industrial disputes, civil unrest, official action or other unforeseeable, unavoidable and serious occurrences, the contracting parties shall be released from their obligations of performance for the duration of the disturbance and to the extent of its impact. This shall apply even if the party affected is already in default of performance when these events occur. As far as may be reasonably expected, the parties shall immediately furnish the necessary information and adjust their obligations to the altered circumstances in good faith.
If necessary, the Supplier must furnish proof of the impact of the force majeure on the order in question.
IX. Quality and documentation
1. In respect of its delivery, the Supplier must adhere to generally accepted engineering standards, regulations regarding safety, accident prevention and protection of employees, standards of industrial medicine, the stipulated technical specifications and consumer protection regulations. Certification of conformity to CE standards must be provided upon delivery with each part supplied if so required by current law (pro tem: EC directives). China Compulsory Certification (CCC) must be submitted once by each Supplier upon first delivery of each new article added to the product range if so required by international law (at present: China National Regulatory Commission for Certification and Accreditation – CNCA). All necessary safety regulations must be furnished in writing with each shipment. Modifications may not be made to the goods without the Buyer’s prior written consent.
2. In the absence of any firm agreement between the Supplier and Buyer regarding the nature, means, methods and extent of testing, the Buyer is prepared, at the Supplier’s request, to discuss the testing with the latter, to the extent of its know-how and capabilities, in order to determine the level of testing technology that needs to be applied to the goods in question.
3. With regard to the technical documentation, moreover, the Supplier must keep separate records as to when, in what manner and by whom the goods have been tested for the features requiring documentation and as to the results of the required quality tests. The test records must be kept for 10 years and submitted to the Buyer if required. The Supplier must make the same requirements of its own suppliers to the extent provided by law.
4. If the authorities should order an inspection of the Buyer’s production sequences and its test records to check for conformity to certain requirements, the Supplier agrees, if so requested by the Buyer, to accord the authorities the same rights in its facilities and to provide all reasonable assistance.
X. Warranty
1. Acceptance of delivery shall be subject to reservation as to the results of an inspection to ensure that the shipment is free from defects and, in particular, accurate, complete and serviceable.
2. Unless otherwise provided hereinafter, the provisions of law regarding material defects and defects of title shall apply.
3. As a rule, in case of defective delivery the Buyer shall be entitled to demand subsequent performance in the form of its choice. The Supplier shall be entitled to reject our choice of subsequent performance in cases meeting the requirements of German Civil Code (BGB) Section 439(3).
4. If the Supplier does not begin remedying the defects immediately upon receipt of our request to do so, we shall be entitled in cases of urgency, particularly to avert imminent dangers or greater losses or damage, to remedy the defects ourselves or through third parties at the Supplier’s expense. Claims for material defects shall become statute-barred 24 months after commissioning of the goods or installation of the spare parts in question or, at the latest, 30 months after delivery to the Buyer unless the goods have been utilized for a construction in accordance with their customary use and have caused the defectiveness thereof.
5. In case of defects of title, moreover, the Supplier shall indemnify us against any existing third-party claims. Claims for defects of title shall become statute-barred after 10 years.
6. For parts of the goods supplied that are repaired during the period of limitation for our claims for defects, the period of limitation shall begin to run anew from the point at which the Supplier has satisfied in full our claims for subsequent performance.
7. The Supplier shall bear any expenses we incur due to defective delivery of the contractual goods, particularly costs of shipping and transport, labour, materials or a more extensive than usual inspection of the incoming goods.
8. If, due to defects in the contractual goods supplied by the Supplier, we recall products we have manufactured and/or sold or if the purchase price we obtain is reduced or any other claims are asserted against us due to said defects, we reserve the right of recourse against the Supplier, in which case we need not allow the Supplier the period of time otherwise required to remedy the defects.
9. We shall be entitled to demand of the Supplier reimbursement of any expenses we have had to bear in our dealings with the customer in question because the latter has asserted a claim against us for reimbursement of expenses necessary for subsequent performance, particularly costs of shipping and transport, labour, materials and import/ export duties.
10. Notwithstanding clause X(4), our claims in cases as per clauses X(8) and X(9) shall become statute-barred not less than two months after we have satisfied the claims asserted against us by our customer, though not more than five years after delivery by the Supplier.
11. If a material defect appears within six months of the transfer of risk, it shall be presumed that the defect already existed at the time of the transfer of risk, unless this presumption is incompatible with the nature of the goods or defect in question.
12. If a sample is sent by the Supplier, the properties of the sample shall be deemed warranted. The goods delivered must be in conformity with the sample. If the goods are custom-made, e.g. based on drawings, the latter shall take precedence over the sample.
13. The Supplier shall maintain a quality assurance system, the nature and scope of which must be suitable and up to state-of-the-art standards, and shall furnish proof thereof upon request. The Supplier undertakes to satisfy in full the quality requirements specified in the supply contract in respect of the goods supplied, production methods and documentation.
14. If any claims under strict liability are raised against the Buyer under foreign law that is not subject to disposition in respect of third parties, the Supplier shall assume liability vis-à-vis the Buyer to such an extent as it would were it directly liable.
XI. Product liability and recall
1. The Supplier promises to take out public and product liability insurance with an adequate sum insured: the policy must also cover measures to remedy defects in parts, accessories or fixtures in motor or rail vehicles or watercraft if these products, when delivered by the Supplier or third parties acting on its orders, were manifestly intended for use or installation in motor or rail vehicles or watercraft. Any further claims for damages to which the Buyer is entitled shall not be thereby affected.
2. If any claims are asserted against us for infringement of official safety regulations or under German or foreign product liability rules or laws, the Supplier shall be required to indemnify us against such claims if and to the extent that the loss or damage was caused by a defect in the goods delivered by the Supplier. In cases of liability based on fault, however, this shall apply only if the Supplier is at fault. To the extent that the Supplier is responsible for the loss or damage it shall bear the burden of proof. In the foregoing cases the Supplier shall bear all costs and expenses, including the costs of any legal or recall action that the Buyer may take upon due and proper consideration of the matter. This shall also apply if public authorities oblige the Buyer to undertake a such recall action or if such a recall action is undertaken by a third party on behalf of the Buyer. Except as otherwise provided in the foregoing, the pertinent provisions of law shall apply.
XII. Execution of work
Any persons who carry out work on the company premises in performance of the contract must observe the applicable company regulations. We accept no responsibility for any accidents that occur to these persons on said premises unless they are caused by intentional or grossly negligent dereliction of duty on the part of our statutory representatives or vicarious agents.
XIII. Provision of materials
Any materials, parts, containers or special packing we provide shall remain our property and may only be used for the purposes intended. The processing of materials and assembly of parts shall be carried out for us. It is agreed that, in the ratio of the value of the materials provided to the aggregate value of the product, we shall be co-owners of the products that are manufactured using our materials and parts, which products the Supplier shall hold in safekeeping for us.
XIV. Proprietary rights
1. Provided that the goods are used in accordance with the terms of the contract, the Supplier shall be liable for any claims for infringement of proprietary rights or of applications for the same (hereinafter subsumed under the term “proprietary rights”).
2. The Supplier shall indemnify the Buyer and its customers against any and all claims resulting from the use of such proprietary rights.
3. The contracting parties undertake to notify each other immediately of any risks of infringement that should come to their knowledge and coordinate efforts to oppose any alleged claims for infringement.
4. Upon inquiry by the Buyer, the Supplier shall report the use of published and unpublished proprietary rights – of its own or licensed – in the goods and of applications for the same.
5. We shall be entitled to use any software appertaining to the products to be supplied, including the documentation for the same, to the extent permitted by law (German Copyright Act (UrhG) Sections 69a ff.) as well as to use it with the stipulated performance features and to the extent necessary for contractual use of the product. Copies may also be made for this purpose. We shall be allowed to make a backup copy even without any express agreement to that effect.
XV. Use of production materials and Buyer’s confidential information
Models, matrices, stencils, patterns, tools and other production materials as well as confidential information that are provided to the Supplier by the Buyer or paid for in full by the latter may not be used to supply third parties without the Buyer’s prior written consent.
XVI. General Non-discrimination Act (AGG)
The Supplier declares that all its employees who actually or possibly come into contact with Buyer’s employees in the course of discharging present or future contractual obligations to Buyer have been obliged to comply with the provisions of the German General Non-discrimination Act (AGG). In particular, the Supplier’s employees are aware that it is prohibited to disadvantage, generally or sexually harass the Buyer’s employees on account of their race or ethnic origin, sex, religion or ideology, age, disability or sexual identity. Should any of the Supplier’s employees violate any of the provisions of the AGG in relations with the Buyer’s employees should these employees or third parties consequently assert claims for material or non-material damage against the Buyer, the Supplier shall herewith be obliged to hold the Buyer harmless, in their internal relations, from all claims for damages including the costs of legal action.
XVII. General provisions
1. If either contracting party should stop payments or file for bankruptcy or judicial court-supervised or out-of-court composition proceedings, the other party shall be entitled to rescind the as yet unimplemented part of the contract.
2. If any provisions of these General Terms and Conditions or of other agreements made by and between the parties should be or become invalid, the validity of the rest of the contract shall not be thereby affected. The contracting parties shall be obliged to replace the invalid provision with an arrangement that comes as close as possible to it in terms of its economic effects.
3. The contractual relations between the parties shall be exclusively governed by German law to the exclusion of conflicting law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. The place of performance shall be the Buyer’s registered office. A different place of performance may be agreed for delivery.
5. The venue for any legal disputes arising directly or indirectly out of the contractual relations that are based on these terms of purchase shall be the court having jurisdiction over the Buyer’s registered head office. We shall be entitled, moreover, at our option to sue the Supplier at the court having jurisdiction over its registered office, its branch or over the place of performance.
