General Business Terms and Conditions

Moll bauöko­lo­gis­che Produkte GmbH Rheint­al­straße 35- 43 – 68723 Schwet­zin­gen,

§ 1 Ap­plic­ab­il­ity of Con­di­tions

(1) These Gen­er­al Busi­ness Terms and Con­di­tions ap­ply to all our con­tracts, of­fers, de­liv­er­ies and oth­er ser­vices - and to those in the fu­ture as well - ex­clus­ively if the cus­tom­er is an en­tre­pren­eur with­in the mean­ing of § 14 Ger­man Civil Code, a leg­al en­tity un­der pub­lic law or a pub­lic spe­cial fund.

(2) Or­al side agree­ments and modi­fic­a­tions to these Gen­er­al Busi­ness Terms and Con­di­tions and ad­di­tions to or the ex­clu­sion of these Gen­er­al Busi­ness Terms and Con­di­tions and war­ranty de­clar­a­tions or oth­er as­sur­ances made by our em­ploy­ees or oth­er rep­res­ent­at­ives are not val­id un­less they have been con­firmed in writ­ing by our man­age­ment and only ap­ply to the re­spect­ive trans­ac­tion for which they were agreed.

(3) Gen­er­al busi­ness terms and con­di­tions of the buy­er/cus­tom­er are def­in­itely not bind­ing un­less we had ex­pressly agreed in writ­ing to their ap­plic­a­tion. The cus­tom­er's stand­ard terms and con­di­tions of busi­ness will not ap­ply even if they have been sent to us with the or­der in a let­ter of con­firm­a­tion or in some oth­er way and we do not ex­pressly state that we will not ac­cept them or if we make the de­liv­ery to the buy­er without re­ser­va­tion.

§ 2 Con­clu­sion of Con­tracts, Of­fer Doc­u­ments

(1) As a mat­ter of prin­ciple our of­fers are non-bind­ing, un­less they are ex­pressly marked as bind­ing.

(2) A con­tract is not val­id un­til the or­der has been con­firmed in writ­ing or un­til the or­der has been ex­ecuted by us. The buy­er/cus­tom­er is bound to his or­der for 14 days as a mat­ter of prin­ciple.

(3) Ob­vi­ous er­rors in our of­fer or in the or­der con­firm­a­tion, ty­po­graph­ic­al and arith­met­ic­al er­rors do not give rise to any en­ti­tle­ment of either the buy­er/cus­tom­er or to us. The agree­ment only comes in­to ef­fect as it would have come in­to ef­fect without this er­ror or mis­take.

(4) We re­serve all title and copy­right in all draw­ings, il­lus­tra­tions, cost es­tim­ates and oth­er doc­u­ments at­tached to our of­fers. These doc­u­ments may not be dis­closed to third parties or put to com­mer­cial use without our pri­or con­sent and must be re­turned to us on re­quest without un­due delay.

§ 3 Sup­ply

(1) We may sup­ply more or less than the quant­ity agreed to the ex­tent which is cus­tom­ary in com­mer­cial prac­tice.

(2) We may sup­ply goods or ser­vices in part de­liv­er­ies provided it is not un­reas­on­able to ex­pect the buy­er/cus­tom­er to ac­cept this.

(3) The de­liv­ery times or dates stated by us are non-bind­ing as a mat­ter of prin­ciple.

(4) Our ob­serv­ance of the bind­ingly agreed de­liv­ery dates and dead­lines stated is con­tin­gent on prop­er and punc­tu­al ful­fil­ment of all ob­lig­a­tions in­cum­bent upon the buy­er/cus­tom­er.

(5) Un­less oth­er­wise ex­pressly agreed de­liv­ery shall be ex-works (our ware­house) in ac­cord­ance with IN­COTERMS 2010. De­liv­ery dates and dead­lines shall thus be deemed to have been met if, by this date, the goods have left the works or are ready for dis­patch and the buy­er/cus­tom­er has been no­ti­fied ac­cord­ingly.

(6) Our ob­lig­a­tion to sup­ply the goods and ser­vices shall be con­tin­gent upon our hav­ing been sup­plied in a prop­er and timely man­ner by our own sup­pli­ers. If de­liv­ery is delayed ow­ing to force ma­jeure, in­clud­ing without lim­it­a­tion meas­ures re­lated to in­dus­tri­al ac­tion such as strike and law­ful lock-out, and in the event of any oth­er hindrances which are out­side our sphere of re­spons­ib­il­ity, the de­liv­ery peri­od will be ex­ten­ded by a reas­on­able peri­od. This also ap­plies if such cir­cum­stances oc­cur at our own sup­pli­ers. We will no­ti­fy the buy­er/cus­tom­er of the be­gin­ning and end of such hindrances.

(7) In the event of a delay in de­liv­ery, the buy­er/cus­tom­er can de­mand, provided the stat­utory con­di­tions are sat­is­fied, not only de­liv­ery but also re­im­burse­ment of any ac­tu­al proven loss in­curred by him by the delay. Such com­pens­a­tion may not ex­ceed 0.5 % of the value of the de­liv­ery con­cerned per week of de­fault and no more than 5 % on ag­greg­ate, un­less we have ac­ted with in­tent or gross neg­li­gence. This does not af­fect the buy­er's/cus­tom­er's right to res­cind the con­tract and/or to as­sert com­pens­a­tion ow­ing to non-ful­fil­ment pur­su­ant to § 8 and once a reas­on­able sub­sequent dead­line set by the buy­er/cus­tom­er in writ­ing has ex­pired.

(8) If the buy­er/cus­tom­er does not ac­cept the goods ordered in good time, we shall in­voice such goods, ir­re­spect­ive of our claim to ful­fil­ment and oth­er rights, and store these goods in our ware­house to the ac­count of and at the risk of the buy­er/cus­tom­er. In­sur­ance cov­er shall only be ob­tained by us on ex­press wish from and at the cost of the buy­er/cus­tom­er. If such stor­age is on our own premises, we may charge a stor­age flat rate of EUR 1,50 per week for each palette of stor­age; the parties re­serve the right to provide doc­u­ment­ary evid­ence that the ac­tu­al costs are high­er or lower.

§ 4 Dis­patch at Re­quest of Buy­er/Cus­tom­er, Palettes and Pack­aging

(1) If the goods are dis­patched at the re­quest of the buy­er/cus­tom­er, this shall be to the ac­count of and at the risk of the buy­er/cus­tom­er. If the goods are shipped with our own vehicles or vehicles leased by us the risk trans­fers to the buy­er/cus­tom­er as soon as the goods are moved for load­ing pur­poses from the ground in­to the trans­port vehicle. If trans­port be­comes im­possible through no fault of our own, the risk shall trans­fer to the buy­er/cus­tom­er when it is re­por­ted that the goods are ready for dis­patch.

The buy­er/cus­tom­er shall in­form the freight car­ri­er of the loss and any dam­age to the goods ex­tern­ally vis­ible on de­liv­ery and send us a copy of such re­port. The buy­er/cus­tom­er shall in­form the freight car­ri­er of oth­er dam­ages in text form (by post, fax or e-mail) at the latest sev­en days after de­liv­ery and shall send us a copy there­of.

(3) If the goods are de­livered on de­pos­it pal­lets or EURO pal­lets, they shall be re­turned to the freight for­ward­er im­me­di­ately after ship­ment. If the pal­lets are not re­turned, the freight for­ward­er is en­titled to charge the buy­er for the pal­lets.

(4) Pack­aging can be re­turned to our works dur­ing reg­u­lar work­ing hours. Pack­aging shall be re­turned empty, free of for­eign ma­ter­i­als and non product-re­lated con­tam­in­a­tion­sand sor­ted in ac­cord­ance with dif­fer­ent pack­aging. If the above-men­tioned du­ties are not ful­filled, we may charge the buy­er/cus­tom­er for any ex­tra clean­ing and seper­a­tion which this may cause.

§ 5 Prices and Terms of Pay­ment

(1) Price quo­ta­tions in price lists or cata­logues can be changed at any time.

(2) There­fore as a mat­ter of prin­ciple, the prices due shall be as spe­cified in our or­der con­firm­a­tion.

(3) We re­serve the right to amend the prices ac­cord­ingly if, once the con­tract has been con­cluded, costs in­crease or de­crease, in par­tic­u­lar ow­ing to the con­clu­sion of tar­iff agree­ments, changes in the price of the ma­ter­i­als and en­ergy con­sumed or changes to trans­port costs, provided de­liv­ery is not to be made with­in two months of con­clu­sion of the con­tract. On re­quest, we will provide the buy­er/cus­tom­er with evid­ence of in­creases in costs.

(4) Our prices ex ware­house in Schwet­zin­gen shall be ex­clus­ive of pack­aging, car­riage and pre­vail­ing VAT, oth­er taxes, charges and oth­er pub­lic fees or cus­toms du­ties.

(5) The pur­chase price shall be due for im­me­di­ate pay­ment after de­liv­ery on the day of the re­ceipt of the in­voice. Di­ver­ging agree­ments are only val­id if these are con­firmed ex­pressly in our or­der con­firm­a­tion. Dis­count shall only be gran­ted to the ex­tent prin­ted on the in­voice.

(6) We are not ob­liged to ac­cept bills of ex­change; a bill of ex­change or a cheque shall def­in­itely only be ac­cep­ted on ac­count of per­form­ance. Any as­so­ci­ated costs shall def­in­itely be to the ac­count of the buy­er and shall be paid in ad­vance in cash.

(7) If we do not re­ceive the in­voice amount with­in the agreed dead­line, we are en­titled to de­mand de­fault in­terest in ac­cord­ance with the stat­utory pro­vi­sions. This shall have no ef­fect on any fur­ther-reach­ing claims and rights.

(8) The buy­er is only en­titled to set off or re­ten­tion if the coun­ter­claims are re­cog­nised by us, have been as­cer­tained as fi­nal and ab­so­lute by a com­pet­ent court or are un­dis­puted.

(9) We are en­titled to ex­ecute or provide out­stand­ing de­liv­er­ies or ser­vices only in re­turn for ad­vance pay­ment or for the pay­ment of a se­cur­ity if, after the con­clu­sion of this agree­ment, a ma­ter­i­al de­teri­or­a­tion in the fin­an­cial situ­ation of the buy­er/cus­tom­er arises or be­comes re­cog­nis­able, which could jeop­ard­ise the ful­fil­ment of the buy­er's/cus­tom­er's ob­lig­a­tion to­wards us. If, after we have set a reas­on­able dead­line, the buy­er/cus­tom­er chooses neither to make pay­ment con­cur­rently nor to provide a se­cur­ity de­pos­it, we can res­cind the agree­ment after the dead­line has ex­pired without per­form­ance hav­ing been provided and de­mand ad­vance pay­ment for any fu­ture de­liv­er­ies.

§ 6 Re­ser­va­tion of Title

(1) We re­serve title in goods sup­plied (here­in­after: Re­tained Goods) un­til all amounts, present and fu­ture, due to us un­der the busi­ness re­la­tion­ship with the buy­er/cus­tom­er have been settled in full. Where a cur­rent ac­count is main­tained with the cus­tom­er, re­ten­tion of title serves to se­cure any claim we may have on the cur­rent bal­ance.

(2) If the cus­tom­er pro­cesses or al­ters the Re­tained Goods, this shall al­ways be per­formed for us without giv­ing rise to any ob­lig­a­tion on our part. If in pro­cessing the Re­tained Goods are com­bined with oth­er items which do not be­long to us, we shall ac­quire pro-rata co-own­er­ship in the new item com­men­sur­ate with the ra­tio of the value of the Re­tained Goods sup­plied to that of the oth­er pro­cessed items at the time of pro­cessing. The buy­er hereby trans­fers this co-own­er­ship to us, and we ac­cept this trans­fer and as­sign­ment. The buy­er shall also hold the new item cre­ated by pro­cessing in cus­tody on our be­half.

(3) In the event that the Re­tained Goods are com­bined, blen­ded or mixed in­sep­ar­ably­in such a way that the buy­er's/cus­tom­er's item must be con­sidered the main item, the buy­er hereby trans­fers to us its own­er­ship in the over­all item pro rata com­men­sur­ate with the value of the Re­tained Goods to the value of the oth­er com­bined or mixed items. The buy­er/cus­tom­er shall also hold the Re­tained Goods on our be­half. If the Re­tained Goods are com­bined or mixed with mov­able items be­long­ing to a third party in such a way that the item be­long­ing to the third party must be re­garded as the main item, the buy­er/cus­tom­er hereby as­signs to us any claim for re­mu­ner­a­tion which the cus­tom­er may have against a third party in the amount equal to the in­voiced value of the Re­tained Goods.

(4) The item cre­ated as a res­ult of com­bin­ing or mix­ing (here­in­after: New Item) or the (co-)own­er­ship rights in the New Item at­trib­ut­able to us pur­su­ant to § 6 (2) and (3) and the claims of the re­mu­ner­a­tion as­signed pur­su­ant to § 6 (6), serve as se­cur­ity for claims in the same way as the Re­tained Goods them­selves pur­su­ant to § 6 (1).

(5) The buy­er/cus­tom­er may re-sell the Re­tained Goods or the New Item in the usu­al course of busi­ness sub­ject to re­ser­va­tion of title. The buy­er/cus­tom­er must en­sure that amounts due ow­ing to such re­sale are as­signed to us pur­su­ant to § 6 (6) and (7). The buy­er/cus­tom­er may not make any oth­er dis­pos­als.

(6) The buy­er/cus­tom­er hereby as­signs to us its claims from the on­ward sale of the Re­tained Goods or the New Item to­geth­er with all an­cil­lary rights. These serve as se­cur­ity for us to the same ex­tent as the Re­tained Goods. If the buy­er/cus­tom­er sells the Re­tained Goods or the New Item along with oth­er goods which were not sup­plied by us, the claim shall only be deemed to have been as­signed in the value of the fi­nal in­voice amount for re­sale of the Re­tained Goods. For the re­sale of goods in which we have co-own­er­ship pur­su­ant to § (2) or (3) or stat­utory pro­vi­sions on com­bin­ing, blend­ing and mix­ing, the claim is deemed to have been as­signed pro rata based on our co-own­er­ship share. If the buy­er/cus­tom­er is a works con­tract­or for build­ing con­struc­tion, an out­side plant or part there­of and if the cus­tom­er uses Re­tained Goods or New Items to provide its ser­vice un­der the con­tract of works and if it can de­mand a se­cur­ity pay­ment pur­su­ant to §§ 648 Ger­man Civil Code or § 648a Ger­man Civil Code from the cus­tom­er ow­ing to the claims from the con­tract for works and ser­vices, the buy­er/cus­tom­er as­signs to us its re­mu­ner­a­tion claims against the cus­tom­er with the above-men­tioned se­cur­ity rights in the amount of its pay­ment ob­lig­a­tion for the Re­served Goods.

(7) If the buy­er/cus­tom­er in­cludes claims for amounts from re­sale of Re­tained Goods or New Items in a cur­rent ac­count with any of its cus­tom­ers, it hereby as­signs to us any bal­ance or fi­nal cred­it bal­ance, which may ex­ist in its fa­vour, the amount as­signed cor­res­pond­ing to the total amount of claims in­cluded in such cur­rent ac­count from re­sale of the Re­tained Goods or New Items. § (6) sen­tences 3 and 4 shall ap­ply mu­tatis mutandis.

(8) The buy­er/cus­tom­er is au­thor­ised to col­lect any claims as­signed to us un­der the re­sale of the Re­tained Goods or the New Item. This shall not af­fect our right to col­lect the claim ourselves. However, we un­der­take not to col­lect such claim un­til the con­di­tions set out in § 6 (9) have been sat­is­fied. The buy­er/cus­tom­er may not as­sign claims from selling on to third parties.

(9) We may re­voke the au­thor­ity to re-sell the Re­tained Goods or a New Item pur­su­ant to § 6 (5) and the au­thor­ity to col­lect claims as­signed to us pur­su­ant to § 6 (8) if the buy­er/cus­tom­er de­faults on pay­ment or ceases pay­ments or in the event of an ap­plic­a­tion to com­mence in­solv­ency pro­ceed­ings or in oth­er cases where the buy­er's/cus­tom­er's cred­it stand­ing and trust­wor­thi­ness is im­paired. If we re­voke the au­thor­ity to re-sell or col­lect, the buy­er/cus­tom­er must in­form its cus­tom­ers without un­due delay that claims have been as­signed to us and provide us with whatever in­form­a­tion and doc­u­ments ne­ces­sary to en­able us to col­lect such claims. Moreover, in such an event the buy­er/cus­tom­er must re­lease and trans­fer to us any se­cur­it­ies to which it is en­titled with re­gard to cus­tom­er claims.

(10) The buy­er/cus­tom­er is ob­liged to in­form us in writ­ing of pledges of the sub­ject of the agree­ment and/or the as­signed claim or of oth­er claims which third parties file with re­gard to the sub­ject of the agree­ment without un­due delay and in writ­ing. In the case of pledges, we should be sent at the same time a copy of the pledge re­port so that we can pro­ceed against this, in par­tic­u­lar so that we can file third-party ac­tions in op­pos­i­tion pur­su­ant to § 771 Ger­man Code of Civil Pro­ced­ure. If the third party is un­able to re­im­burse us for the costs in­curred in or out of court of an ac­tion pur­su­ant to § 771 Ger­man Code of Civil Pro­ced­ure, the buy­er/cus­tom­er is li­able for our de­fi­cit.

(11) The buy­er/cus­tom­er un­der­takes to look after the Re­tained Goods or the New Item. In par­tic­u­lar, the cus­tom­er must in­sure the Re­tained Goods ad­equately against the risk of fire, wa­ter dam­age and theft on a re­place­ment-value basis at its own cost. It hereby as­signs its claims un­der the in­sur­ance policies to us. We hereby ac­cep­ted the as­sign­ment.

(12) If the re­ser­va­tion of title or the claim as­sign­ment is in­val­id or un­en­force­able ow­ing to man­dat­ory for­eign leg­al re­quire­ments, the parties shall be deemed to have agreed to the se­cur­ity which cor­res­ponds to the re­ser­va­tion of title or the claim as­sign­ment in this re­spect. If this re­quires col­lab­or­a­tion from the buy­er/cus­tom­er, it must take whatever meas­ures are ne­ces­sary to cre­ate and main­tain the se­cur­ity.

(13) We hereby un­der­take to re­lease the se­cur­it­ies to which we are en­titled at the buy­er's/cus­tom­er's re­quest to the ex­tent that the real­is­able value of our se­cur­ity ex­ceeds the claim se­cured by more than 10 %; we will elect which se­cur­it­ies to re­lease at our dis­cre­tion.

§ 7 War­ranty, No­ti­fic­a­tion of De­fects

(1) We war­rant that our goods cor­res­pond to the spe­cific­a­tion ap­plic­able on con­clu­sion of this agree­ment and that they are free of man­u­fac­tur­ing and ma­ter­i­al de­fects. We do not as­sume any fur­ther war­ranty. In par­tic­u­lar, the buy­er/cus­tom­er must en­sure that the goods are suited to the pur­pose in­ten­ded by it.

(2) De­par­tures in col­our, qual­ity of the sur­face, meas­ure­ments, firm­ness and wa­ter ab­sorp­tion caused by the raw ma­ter­i­als used and the way in which they are pro­cessed are not deemed to be de­fects.

(3) The buy­er/cus­tom­er must in­spect the goods without un­due delay after de­liv­ery and in as far as this is prac­tic­able in the nor­mal course of busi­ness. It must re­port any ob­vi­ous de­fects in writ­ing without un­due delay, but no more than sev­en days after re­ceipt, and any lat­ent de­fects in writ­ing without un­due delay after dis­cov­ery, but no more than three days after dis­cov­ery. Claims may not be as­ser­ted after these peri­ods have ex­pired. The com­plaint re­gard­ing the de­fects shall be deemed to have been made in a timely man­ner if it is sent by the ap­plic­able ex­piry date.

(4) If faulty goods are de­livered and com­plaint is duly and prop­erly filed in ac­cord­ance with § 7(3), the buy­er/cus­tom­er shall first give us the op­por­tun­ity to im­prove the goods or re­place them, as we so choose ("Sub­sequent Per­form­ance"). The buy­er is en­titled pur­su­ant to the stat­utory pro­vi­sions to res­cind the con­tract, to de­mand com­pens­a­tion pur­su­ant to § 8 or to re­duce the pur­chase price if the Sub­sequent Rem­edy is un­suc­cess­ful, un­reas­on­able for the buy­er , if we re­fuse to provide Sub­sequent Per­form­ance without le­git­im­ate cause, or the Sub­sequent Per­form­ance is not ex­ecuted with­in a reas­on­able dead­line set in writ­ing by the buy­er/cus­tom­er. In the event of minor de­fects the con­tract may not be res­cin­ded. (5) If our op­er­a­tion­al, main­ten­ance or pro­cessing re­marks are not fol­lowed, if changes are made to the goods, parts are ex­changed and ex­pend­able sup­plies are used, which do not cor­res­pond to the ori­gin­al spe­cific­a­tions, we shall not be li­able if the de­fect is based there­on.

(6) If the buy­er/cus­tom­er as­serts claims ow­ing to a de­fect in a third-party product de­livered by us and if the sup­pli­er of the third party product does not work as our vi­cari­ous agent, the de­fect claims of the buy­er/cus­tom­er are ini­tially re­stric­ted to the as­sign­ment of our de­fect claims against the third party in as far as we only for­war­ded the goods as a third-party product to the buy­er/cus­tom­er. If the buy­er/cus­tom­er can­not suc­cess­fully as­sert its de­fect claims against the third party out-of-court, we shall have sec­ond­ary li­ab­il­ity for de­fects in ac­cord­ance with the pro­vi­sions of this sec­tion.

(7)The lim­it­a­tion peri­od for any claims which the buy­er/cus­tom­er may have, oth­er than claims pur­su­ant to § 8, is 12 months from de­liv­ery of the goods con­cerned. This does not ap­ply if the goods are usu­ally used for con­struc­tion and caused the de­fect or we failed to give no­tice of the de­fect with ma­li­cious in­tent or as­sumed a war­ranty for the qual­ity of the goods. The stat­utory pro­vi­sions on the lim­it­a­tion peri­od for re­course claims (§§ 478, 479 Ger­man Civil Code) re­main un­af­fected.

§ 8 Li­ab­il­ity

(1) We shall be li­able for our own in­tent and gross neg­li­gence and in­tent and gross neg­li­gence of our leg­al rep­res­ent­at­ives and vi­cari­ous agents. If we or our leg­al rep­res­ent­at­ives or vi­cari­ous agents have not ac­ted with in­tent, li­ab­il­ity is re­stric­ted to the fore­see­able dam­age typ­ic­al for this type of con­tract.

(2) Also we shall be li­able in the event of neg­li­gent in­jury to life, limb and health caused by us, our leg­al rep­res­ent­at­ives or vi­cari­ous agents and in the event of wil­ful fail­ure to dis­close a de­fect or in the event of as­sump­tion of a guar­an­tee. In the lat­ter case, the ex­tent of li­ab­il­ity is based on the word­ing of the guar­an­tee.

(3) We shall also be li­able if we, our leg­al rep­res­ent­at­ives or vi­cari­ous agents neg­li­gently breach du­ties which are ma­ter­i­al for due ex­e­cu­tion of the con­tract and on which the buy­er can reas­on­ably ex­pect to be able to rely. If we or our leg­al rep­res­ent­at­ives or vi­cari­ous agents have not ac­ted with in­tent, li­ab­il­ity is re­stric­ted to the fore­see­able dam­age typ­ic­al for this type of con­tract.

(4) We shall also be li­able in in­stances of man­dat­ory stat­utory li­ab­il­ity, for ex­ample un­der the Ger­man Product Li­ab­il­ity Act (Produk­thaf­tungs­ge­setz).

(5) In all oth­er re­spects, li­ab­il­ity is ex­cluded ir­re­spect­ive of the leg­al reas­on.

(6) The buy­er/pur­chaser shall no­ti­fy and con­sult us com­pre­hens­ively and without un­due delay if it in­tends to claim for dam­ages in ac­cord­ance with the afore­men­tioned pro­vi­sions. The buy­er/pur­chaser shall provide us with an op­por­tun­ity to ex­am­ine the loss oc­cur­rence.

§ 9 Place of Per­form­ance, Place of Jur­is­dic­tion, Ap­plic­able Law

(1) The place of ful­fil­ment is the re­gistered of­fice of our com­pany.

(2) Schwet­zin­gen shall be the ex­clus­ive place of jur­is­dic­tion for any dis­putes for both parties. However, we also have the right to file claims at the gen­er­al place of jur­is­dic­tion of the buy­er/cus­tom­er. This pro­vi­sion also ap­plies to claims from bills of ex­change, cheques or deeds.

(3) These Gen­er­al Busi­ness Terms and Con­di­tions and all leg­al re­la­tion­ships between us and the buy­er/cus­tom­er shall be gov­erned ex­clus­ively by Ger­man law, ex­clud­ing the United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tion­al Sale of Goods (CISG).

§ 10 Sev­er­ab­il­ity

If an in­di­vidu­al pro­vi­sion of these Gen­er­al Busi­ness Terms and Con­di­tions should be or be­come in­val­id, this shall not af­fect the leg­al valid­ity of the oth­er pro­vi­sions. Should that oc­cur, the parties shall ne­go­ti­ate in good faith to re­place the in­val­id term or con­di­tion with a val­id term or con­di­tion, which re­flects as closely as pos­sible the eco­nom­ic pur­pose of the in­val­id term or con­di­tion. The same shall ap­ply in the event of a la­cuna.