Terms and Conditions of Business and Delivery
As of May 2023
I. General Information
1. Exclusive validity
These Terms and Conditions of Business and Delivery shall only apply if the contractual partner is an entrepreneur (Section 14 German Civil Code [BGB]), a legal entity under public law or a special fund under public law. All our deliveries, services and offers are based on these Terms and Conditions of Business and Delivery, even if they are not separately agreed again. The application of the customer’s terms and conditions of purchase are hereby fundamentally rejected; they do not bind us, even if we no longer expressly contradict them in individual cases.
2. Offers
Offers are subject to change and non-binding unless, they have been expressly marked as binding. The information, drawings, illustrations, DIN standards, technical data, qualities, color specifications, descriptions of weights, dimensions and services contained in brochures, catalogs, circulars, advertisements, price lists, samples, specimens or in the documents pertaining to the offer shall be non-binding, unless they are expressly designated as binding in the order confirmation, or their usability for a contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. We hereby reserve the ownership and copyright to these documents. Without our express consent, these may not be reproduced or made accessible to third parties, either as such or in terms of content. Drawings and, in particular, static documents must be returned on request, and any copies made must be destroyed.
3. Contract conclusion
An order placed by the customer shall be deemed to be binding. Unless otherwise stated in the order, this offer of contract may be accepted within three weeks of its receipt. Acceptance can take place either in writing (e.g. by order confirmation) or by delivery. If acceptance is made in writing, the contract concluded in writing alone shall be authoritative, including these Terms and Conditions of Business and Delivery. If acceptance is effected by delivery, only the order and these Terms and Conditions of Business and Delivery shall be authoritative. Individual agreements made in individual cases shall, in any case, take precedence over these Terms and Conditions of Business and Delivery. A written contract or our written confirmation shall be decisive for the content of such agreements. Deviations that are deemed customary in the trade, as well as deviations that occur due to legal regulations or which represent technical improvements – along with the replacement of components with equivalent parts – are permissible insofar as they do not impair the usability for the contractually intended purpose. In the event of market disruptions, we are entitled to adjust prices in accordance with Section 5 of these Terms and Conditions of Business and Delivery.
In the event that the customer declares, subsequent to the conclusion of the contract, that he no longer wishes to adhere to the contract, or if the customer does not submit the information and documents required for the execution of the contract to us despite being requested to do so, each party shall be entitled to withdraw from the contract. In this case, we are entitled to demand either a lump-sum compensation amounting to 25% of the order value from the customer, or the costs actually incurred by us until the declared withdrawal. The customer shall have the right to prove that we have not incurred any damage at all, or only a significantly lower amount.
4. Contract performance
Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed.
We reserve the right to mark safety-relevant components.
We shall not be held liable for the impossibility of delivery or for delays in delivery insofar as these are caused by events of force majeure, or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, pandemics, epidemics, strikes, war, shortage of materials, damage to machinery, shortage of electricity, delayed or insufficient provision of wagons, incorrect or late delivery by suppliers, missing or delayed export and shipment permits or other foreign trade permits or approvals from the competent authorities in accordance with Section 11 of these Terms and Conditions of Business and Delivery), for which we shall not be held responsible. If such events render it considerably more difficult (or impossible) for us to deliver or perform our obligations stemming from the contract, and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery and performance dates shall be extended by the period of the hindrance plus a reasonable startup period. Notwithstanding our rights arising from default on the part of the customer, we may demand from the customer an extension of delivery and performance deadlines or a postponement of delivery and performance deadlines by the period (in each case plus a reasonable startup period), during which the customer fails to fulfill its contractual obligations vis-a-vis us. We shall be entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured, and the customer does not incur any significant additional expenses or costs as a result. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required. If we are deemed to be in default of delivery, or if a delivery or service becomes impossible for us – irrespective of the reason – our liability for damages shall be limited in accordance with Section 7 of these Terms and Conditions of Business and Delivery. In the event of market disruptions, the provisions set out in Section 5 of these Terms and Conditions of Business and Delivery shall also apply.
Deliveries are made ex works, which is also the place of performance, unless otherwise specified. At the request (and expense) of the customer, the goods will be shipped to another location. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other person or institution designated to carry out the shipment. Unless otherwise agreed, we shall be entitled to determine the type of shipping ourselves. The risk of accidental loss and deterioration of the goods shall pass to the customer at the latest upon handover. In the event of shipment, the risk of accidental loss and accidental deterioration of the goods shall already pass to the forwarding agent, the carrier or the person or institution otherwise designated to carry out said shipment, upon delivery of the goods. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. Handover or acceptance shall be deemed equivalent if the customer is in default of acceptance. If the customer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we may charge a lump-sum compensation amount of 0.5% of the agreed gross price for each month, starting with the delivery deadline or with the notification that the goods are ready for shipping, but not exceeding 5% in total. We reserve the right to assert and prove further or lower storage costs and claims for damages, but the lump sum shall be offset against further monetary claims. In the event of shipment, delivery shall be made to the agreed location at the risk of the customer. Deliveries free domicile, warehouse or construction site means delivery without unloading under the condition of an access road passable by heavy goods vehicles. If the delivery vehicle leaves the drivable approach road on the instructions of the customer, the customer shall be liable for any damage occurring. Unloading must be carried out immediately and properly by the customer. Waiting times will be charged to the customer.
In the event of shipment, the customer shall bear the transport costs ex warehouse. We will only insure the consignment against insurable risks at the express request (and expense) of the customer.
5. Market disruptions
If we ourselves are not supplied accordingly, although we have placed orders with reliable suppliers that are congruent with the underlying customer order, we shall be released from our obligation to perform and may withdraw from the contract. In this case, we shall be obliged to inform the customer immediately about the unavailability of the service, and will immediately refund any consideration already paid by the customer. Alternatively, we shall be entitled to exceed the agreed delivery time. We shall inform the customer of this without delay.
In the event that the customer does not wish to adhere to the contract due to the extended delivery time, both parties shall be released from their contractual obligation to perform. In this case, the customer and we shall not be entitled to assert any claims for damages or claims for loss of profit.
Should our purchase price/market price for required materials of our offer at the time of delivery have demonstrably increased by more than ten per cent when compared to the time of creating the offer, the unit price shall change in accordance with the weighting of the material share in this item. The customer will be informed about the price adjustment in due time. The customer has the right to withdraw from the contract within 7 days after notification of the price increase. The customer must inform us of this in writing. In the event that the customer does not wish to adhere to the contract, both parties shall be released from their contractual obligation to perform. In this case, the customer and we shall not be entitled to assert any claims for damages or claims for loss of profit.
6. General terms of payment
The prices are ex works, and do not include packaging, the statutory value added tax, customs duties for export deliveries or fees and other public charges. Offsetting with counter-claims of the customer or the retention of payments due to such claims shall only be permissible insofar as said counter-claims are undisputed or have been legally established. When accepting orders, the creditworthiness of the customer is assumed. If it becomes apparent, subsequent to contract conclusion, that our claim is jeopardized by the customer’s lack of ability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to make or provide outstanding deliveries and services only against advance payment or the provision of security, or to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to demand withdrawal from the contract (Section 321 German Civil Code). In the case of contracts for the manufacture of unjustifiable items (individual production), we may declare withdrawal immediately; all statutory regulations pertaining to the dispensability of setting a deadline shall remain unaffected. The granting of a cash discount is subject to the condition that the customer’s account does not otherwise show any invoice amounts due. The date of receipt on our business account is decisive for the date of payment. If a leasing arrangement has been agreed, the leasing company’s written consent and our written consent are first required for this agreement to become effective. Upon expiry of the contractually agreed payment deadlines, the customer shall be in default in each case. During the period of default, the outstanding amounts shall bear interest at the respective statutory default interest rate, without prejudice to our right to claim further damages for default. With respect to merchants, our claim to the commercial due date interest (Section 353 German Commercial Code [HGB]) shall remain unaffected.
In the event of postponements on the part of the construction site/customer (e.g. unfinished ground work, at the customer’s request or similar) lasting more than 10 days and the guaranteed readiness for delivery by us, we reserve the right to claim the amount of the invoice that would be due at the time of delivery of the goods/order. The same shall apply if partial payments are agreed “after delivery”. This does not take into account the assertion of a corresponding claim for damages due to the customer’s default in acceptance in accordance with the conditions determined in Clause 4.
7. Liability, compensation
Our liability for damages – irrespective of the legal grounds, in particular, for impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort – shall be limited, insofar as this is in each case is limited in accordance with the provisions of this Clause 7. We shall not be held liable in the event of simple negligence on the part of our executive bodies, legal representatives, employes or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations denote the obligation to deliver and, if applicable, assemble the delivery item in due time, its freedom from defects that impair its functionality or usability more than to an insignificant extent, as well as advisory, protective and custodial obligations that are intended to enable the customer to use the delivery item in accordance with the contract, or to protect the life and limb of the customer’s personnel, or to protect the customer’s property from significant damage. Insofar as we are held liable for damages, our liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract, or which we should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation insofar as such damage is typically to be expected when the delivery item is used as intended. The above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employes and other vicarious agents. Insofar as we provide technical information (or act in an advisory capacity), and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be done so free of charge and to the exclusion of any liability. The limitations of this Clause 7 shall not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the German Product Liability Act (Produkthaftungsgesetz).
II. Conditions of purchase
8. Terms of payment – Purchase
Unless otherwise agreed, invoice amounts of 50% of the agreed price are to be paid to us at the latest 6 weeks before the stated delivery date, the remaining amount at the latest 1 week before delivery. In the case of cash sales, the purchase price is payable immediately upon receipt of the goods without deduction. Sale against payment on a given due date shall require agreement; in this case, invoices are due 10 days after the invoice date without deduction. Only the value of the goods without freight is eligible for cash discount.
9. Retention of title
We shall retain title to the delivered goods until full payment of all claims to which we are entitled from the business relationship with the customer, as well as any claims that may still arise, irrespective of the legal grounds. During this period, the customer shall store the delivered goods for us free of charge. The inclusion of individual claims in a current account, as well as the balancing and recognition thereof, shall not affect the retention of title. The customer shall be entitled to process and sell the goods delivered by us in the ordinary course of business until such time as they are realized. Pledges and transfers of ownership by way of security are not permitted. The customer must notify us immediately if and insofar as third parties seize the goods belonging to us. In the event of conduct by the customer deemed to be in breach of contract – in particular, in the event of nonpayment of the purchase price due – we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. Said demand for return shall not, at the same time, include the declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right of withdrawal. If the customer does not pay invoice amounts due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success, or if setting such a deadline is dispensable under the statutory provisions. The receivables from the resale of any goods delivered by us in total or in the amount of our possible co-ownership share – with all ancillary and formative rights – are hereby assigned to us. We accept this assignment already now. The same applies to claims that take the place of the delivered goods or otherwise arise with regard to the delivered goods, such as insurance claims or claims in tort for loss or destruction. The customer is hereby entitled (subject to revocation) and obligated to collect the assigned claims in addition to us. We undertake not to collect the claim as long as the customer meets his obligations vis-a-vis us, is not in default of payment, no application for the opening of insolvency proceedings has been filed, and there is no other deficiency in his ability to pay. If this is the case, however, we may demand that the customer informs us of the assigned claim and its debtor, that he provides all information necessary for collection, hands over the relevant documents and informs the third party of the assignment. If goods subject to retention of title are processed by the customer to form a new, movable item, the processing shall be carried out in our name and for our account as manufacturer, without us being obliged as a result; the new item shall become our property. In the event of processing together with goods not belonging to us, we shall acquire co-ownership of said new item in proportion to the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods not belonging to us in accordance with Sections 947, 948 German Civil Code (BGB), we shall become co-owners in accordance with the statutory provisions. In the event that no such acquisition of ownership should occur on our part in accordance with the above provisions, the customer hereby assigns to us – by way of security – his future ownership or co-ownership (in the ratio of the value of the delivered goods to the other goods at the time of combination, mixing or blending) of the newly created item. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title. If goods subject to a retention of title are installed by the customer as an essential component in the real estate of a third party, the customer hereby assigns the resulting claims for remuneration in the amount of the value of the goods subject to retention of title with all ancillary rights, including such for the granting of a collateral mortgage, with priority over the rest; we already now accept the assignment. If goods subject to retention of title are installed by the customer as an essential component in the customer’s property, the customer hereby assigns the claims arising from the commercial sale of the property (or to the property rights) in the amount of the value of the goods subject to retention of title with all ancillary rights, and with priority over the rest; we hereby accept the assignment. Should the realizable value of the securities exceed our claims by more than 20%, we shall release securities of our choice at the customer’s request.
10. Notice of defects, warranty
The delivered goods shall be inspected carefully and immediately after delivery to the customer or to the third party designated by the customer; they shall be deemed to have been approved by the customer with regard to obvious defects or other defects, which would have been recognizable in the course of an immediate, careful inspection if we do not receive a written notification of defects within 7 working days after delivery. With regard to other defects, the delivery items shall be deemed to have been approved if the notice of defect is not received by us within 7 working days after the time at which the defect became apparent; however, if the defect was already apparent to the customer at an earlier time, this earlier time shall be decisive for the commencement of the period for issuing a notice of defect. Transport damage and loss of goods must be reported to us immediately and the forwarding agent, carrier or other person or institution designated for shipment, and must be noted in writing on the transport note upon delivery. At our request, a rejected delivery item is to be returned to us carriage paid. In the event of a justified notice of defect we shall reimburse the costs associated with the most favorable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use. In the event of material defects in the delivered items, we shall first be obligated (and entitled), at our discretion, to rectify the defect or to make a replacement delivery. Our right to refuse subsequent performance under the statutory conditions remains unaffected. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of subsequent performance, the customer may withdraw from the contract or reasonably reduce the purchase price. In the case of an insignificant defect, however, there shall be no right of withdrawal. If a defect is due to our fault, the customer may claim damages in accordance with the conditions set out in Clause 7. The warranty shall not apply if the customer modifies the delivery item, or has it modified by a third party without our consent, and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the change. Any delivery of used items agreed with the customer in individual cases shall be made to the exclusion of any warranty for material defects.
11. Export control
We hereby draw the customer’s attention to the fact that European and German foreign trade law, as well as the US export control law of the United States of America, apply to the transfer/export of goods (goods, software, technology), as well as to the provision of services (e.g. assembly, maintenance, servicing, repairs, instructions/training etc.) with cross-border reference for the fulfillment of the contractual obligation, and that the individual deliveries – as well as technical services involved – may be subject to export control restrictions and prohibitions. This applies, in particular, to so-called armaments and dual-use goods. The relevant legal provisions are Regulation (EC) No. 428/2009 (EC Dual-Use Ordinance) and its Annexes, the Foreign Trade and Payments Act (Außenwirtschaftsgesetz, AWG), the Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, AWV) and its Annex (Part I Section A and B of the German Export List), as amended from time to time, as well as US export control law (esp. Export Administration Regulations (EAR], the rules of the Office of Foreign Asset Control [OFAC]).
Furthermore, there are European, national and international embargo regulations against certain countries and persons, companies and organizations that can prohibit the supply, provision, transfer, export or sale of goods, as well as the performance of services or make them subject to authorization.
The customer is aware that said regulations listed above are subject to constant changes and adjustments, and are to be applied to the contract as amended from time to time.
The customer undertakes vis-a-vis us to recognize and comply with the European, German and US export control regulations and embargo regulations, in particular, if the customer is affected by a reexport requirement of a license granted to us by the export control authority. The customer will be informed by us of a corresponding edition at the latest before delivery.
Furthermore, the customer undertakes not to sell, export, reexport, deliver, pass on or otherwise make available the delivered goods directly or indirectly to persons, companies, institutions, organizations or to countries if this is deemed to violate European, German or US export regulations or embargo regulations.
Upon request, the customer shall be obligated to provide us with adequate and complete information on the end use of the goods or services to be delivered, in particular, to issue so-called end-use certificates (EUCs) and send them to us in their original, in order to be able to check the end-use and the intended purpose of the goods or services to be delivered, and to prove this to the competent export control authority.
In the event that the export or transfer licenses or other foreign trade permits or approvals – which may be required – are not granted by the competent authorities, or are not granted in good time, or if other obstacles prevent the performance of the contract or the delivery due to customs, foreign trade and embargo regulations to be observed by us as exporter/transferor or by our suppliers, we shall be entitled to withdraw from the contract or from the individual delivery or service obligation in addition to Clause 4. This shall also apply if – between the conclusion of the contract and the delivery, or the performance of the service, as well as during the assertion of warranty rights – corresponding obstacles under export control and embargo law arise, e.g. due to a change in the legal situation, and make the performance of the delivery or service temporarily (or permanently) impossible because the required export or shipment licenses or other foreign trade licenses or clearances are not granted or are otherwise revoked by the competent authorities, or other legal obstacles arise due to the observance of customs, foreign trade and embargo law.
Clause 7 shall apply to any claims for damages by the customer for this reason.
If we are prevented from timely delivery due to the duration of the proper execution of an application, approval or examination procedure under customs or foreign trade law, the delivery time shall be extended appropriately by the duration of the delay caused by this official procedure. The provisions in Clause 4 shall remain unaffected beyond this scope. Should we incur damages and expenses as a result of the customer’s culpable failure to comply with European and/or German and or US export regulations or embargo regulations – or if sanctions are imposed on us as a result of a violation by the customer – the customer shall be fully liable to us. In this case, we reserve the right of full recourse against the customer.
III. Conditions for lease
12. Terms of payment – Lease
The lease shall be paid in advance for the current month by the third working day at the latest, unless otherwise agreed. If the lease agreement is terminated before the scheduled handover date for reasons for which the customer is responsible (e.g. through withdrawal), the customer shall pay a lump-sum damage charge of 20% of the total lease up to 60 days before the agreed handover date, a lump-sum damage charge of 40% of the total lease up to 30 days before the agreed handover date, and a lump-sum damage charge of 75% of the total lease from 29 days before the agreed handover date. We hereby reserve the right to assert and prove further or lower storage costs and claims for damages; however, the lump sum shall be offset against further monetary claims.
13. Liability
The customer shall be liable for all changes that are impermissible without our consent, as well as for all damages incurred by us due to damage, destruction and improper use of the lease object. In the event of a contract term of more than two months, the customer shall bear the costs of maintenance and repair work on the lease object up to half a net monthly lease per individual case, and 10% of the net annual lease per twelve-month period from delivery. These also applies insofar as they are attributable to normal lease use.
The customer shall bear the subsoil risk. Claims of the customer for damages or the reimbursement of futile expenses exist only in accordance with Clause 7.
14. Sub-leasing
Any sub-leasing or other transfer of use to third parties requires our prior written consent. In any case of a transfer of use, the customer hereby assigns to us all claims to which he is entitled vis-a-vis the user from the transfer relationship; we hereby accept the assignment. As soon as the customer is in default of payment, we shall be entitled to inform the customer’s sub-lessee of the assignment and to collect the claims ourselves. In the event of unauthorized transfer of use, we shall always be entitled to inform the sub-lessee of the assignment. In this case, the customer shall also be obliged to provide all information and hand over all documents required for the assertion of the assigned claims.
15. Lease period
Unless otherwise agreed, the lease period shall commence on the day of delivery; if assembly is also owed, on the date from which the customer can use the hall for its intended purpose. If completion is delayed for reasons for which the customer is responsible, the lease period shall begin with delivery. Defects discovered during acceptance, which only impair its appropriate use to an insignificant extent, shall not have a suspensive effect. Unless otherwise agreed, the notice period in the case of a lease of indefinite duration is one month to the end of a calendar month. The right to extraordinary termination remains unaffected.
IV. Conditions for assembly
16. Assembly costs
The assembly shall be invoiced according to the order confirmation on the basis of time calculation, unless a lump sum price has been expressly agreed. The agreed price is exclusive of the statutory value added tax. The agreed assembly price shall not apply in the event of design changes after conclusion of the contract, deviations from the documents provided, uneven terrain, and if delays occur because the premises have not been prepared or have been prepared incompletely by the customer. The assembly price does not include all waiting times, all auxiliary materials, insofar as these are not part of our scope of delivery, all necessary bricklaying and chiseling work, as well as the laying of technical assembly lines. The customer shall be liable for any additional expenses incurred by us as a result.
17. Technical assistance of the customer
The customer shall be obligated to provide technical assistance at his own expense, in particular, to provide the necessary suitable assistants, to dispose of residual material, to grout the floor slab (if necessary), to carry out all earthworks, construction work and bedding work including the procurement of the necessary building materials, to provide the necessary equipment and heavy tools (e.g. lifting gear, compressors) as well as the necessary commodities and materials (e.g. scaffolding timbers, wedges, underlays, cement, plaster and sealing material, lubricants, fuels, etc.)., the provision of heating, lighting, operating power, water, including the necessary connections.
The customer must ensure that the access routes to the assembly site are passable with a 40 tonne truck-mounted crane and that a passable fastening strip of at least 2.50 m is available around the assembly site, and that sufficient unloading and intermediate storage spaces are available. The customer shall obtain permits in accordance with local building regulations at his own expense.
18. Assembly period, acceptance
The assembly period shall be deemed to have been met if the hall is ready for acceptance by the customer by the time it expires. The customer shall be obligated to accept the assembly as soon as he has been notified of its completion, and the hall can be used for its intended purpose. If the assembly proves not to be in accordance with the contract, we shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the customer, or is due to a circumstance attributable to the customer. If there is a non-essential defect, the customer may not refuse acceptance. If acceptance is delayed through no fault of our own, acceptance shall be deemed to have taken place two weeks after notification of completion of the assembly. Upon acceptance, our liability for recognizable defects shall cease, unless the customer has reserved the right to assert a specific defect.
19. Note
We hereby draw attention to the fact that the main supporting structure of our hall systems consists of aluminum components, which is a lightweight construction. Due to this, higher deflections in the construction are to be expected compared to the values recommended in steel construction. If deflection of the construction occurs, this does not constitute a defect.
When choosing additional constructions, both indoors and outdoors, e.g. installation of partition walls, installation of shelves, etc., this increased capacity for deformation must be taken into account by the customer in order to avoid possible damage.
20. Claims for defects
The rights of the customer are limited to the right to demand subsequent performance in accordance with Section 635 German Civil Code (BGB). The customer expressly reserves the right to reduce the remuneration in the event of failure of the subsequent performance, or to withdraw from the contract instead, at the customer’s discretion. The customer shall report any detected defect without delay. We shall not be liable if the defect is insignificant for the interests of the customer, or is due to a circumstance for which we are not responsible. Further claims shall be determined exclusively in accordance with Clase 7.
V. Final provisions
20. Statute of limitations
The general limitation period for all claims of the customer is one year from delivery. If acceptance has been agreed, the statute of limitations begins with said acceptance. The limitations of the preceding Sentence 1 do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the German Product Liability Act (Produkthaftungsgesetz).
21. Severability clause
Should any provision in these Terms and Conditions of Business and Delivery, or any provision within the scope of other agreements, be or become invalid, this shall not affect the validity of all other provisions or agreements.
22. Choice of law and place of jurisdiction
The relations between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular, the UN Convention on Contracts for the International Sale of Goods. The prerequisite and effects of the retention of title pursuant to Clause 9 are subject to the law of the item’s respective location, insofar as the choice of law made in favor of German law is inadmissible or ineffective thereafter. The exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Kefenrod/Hesse. However, we shall also be entitled to bring legal action at the customer’s general place of jurisdiction.