General terms and conditions
General Terms and Conditions as of 02.2019
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1. Scope of application
1.1 Material scope of application
These Terms and Conditions of Sale and Performance (hereinafter: Terms and Conditions of Sale) shall apply to all – including future – legal relationships between the customer and us in the form of deliveries and/or services by us, including proposals, consultations and other ancillary services. Our Terms and Conditions of Sale apply in particular to contracts for the sale and/or delivery of movable goods, irrespective of whether we manufacture the goods ourselves or purchase them from suppliers. Unless otherwise agreed, they shall apply in the version valid at the time of the customer’s order, in any case in the version last communicated to the customer in text form, as a framework agreement also for all future transactions with the customer, without us having to refer to them separately in each future individual case.
1.2 Personal scope
Our Terms and Conditions of Sale apply exclusively to our business relationships with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
1.3 Exclusive validity
Our terms and conditions of sale apply exclusively. We do not recognise customers’ terms and conditions of sale, delivery, assembly or other terms and conditions unless we have expressly agreed to them in writing. Our Terms and Conditions of Sale shall also apply exclusively if we provide the delivery or service to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
1.4 Written form requirement, form and receipt of declarations
All agreements between the customer and us must be in writing; verbal agreements require our written confirmation to be effective. All legally relevant declarations and notifications by the customer in relation to the contract, i.e. all statements, whether of a legal, transactional or purely factual nature, which are of significance for the creation, exercise or other exercise of rights, must be made in writing or text form (letter, fax, e-mail); notices of cancellation, withdrawal, reduction, rescission, reminders, setting of grace periods and requests for subsequent performance and compensation must be made in writing. Automatically generated confirmations of receipt (e.g. e-mail or fax) do not prove the receipt of a declaration to us.
1.5 Priority of individual agreements
Individual agreements made with the customer in individual cases shall in any case take precedence over the corresponding provisions of these Terms and Conditions of Sale. A written contract or our written confirmation shall be authoritative for proof of the content of such agreements; the possibility of proof to the contrary shall remain unaffected.
2. conclusion of contract
2.1 Offer documents, samples, analysis values, etc.
Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with price lists, brochures, catalogues or other general information, drawings, illustrations, technical data, descriptions of weights, dimensions and services or other documents from us or third parties. Samples are non-binding illustrative samples; analysis values only indicate average values. Unless otherwise agreed, all the aforementioned documents, including cost estimates, plans and other documents as well as samples shall remain our property; we reserve our copyrights thereto. They may not be made accessible to third parties without our prior consent.
2.2 Contract offer
The order placed by the customer is deemed to be a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept the contractual offer within four weeks of its receipt by us.
2.3 Acceptance
Contracts are concluded by our acceptance of the contractual offer; this is done either by written declaration (e.g. in the form of an order confirmation) or by the provision of services.
2.4 Verbal agreements
Verbal agreements are binding for us if we confirm them in writing. Exceptions to written form requirements must be agreed exclusively with our management.
2.5 Procurement risk
We shall only assume a procurement risk by virtue of a separate written agreement using the wording “we assume the procurement risk …”.
3. Prices
3.1 Prices
Prices quoted by us are binding if they are communicated in writing. They are quoted net in euros, free loaded from the place of dispatch of the goods, excluding packaging, other ancillary costs and the costs of returning the packaging material. If a price has not been expressly agreed, our current list prices on the day the contract is concluded shall apply, or alternatively prices at our reasonable discretion within the scope of market practice. In the event of a sale by despatch (clause 5.3), the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Any customs duties, taxes, fees or other public charges shall be borne by the customer.
3.2 Price adjustments
We are entitled to adjust our prices if unforeseeable cost changes occur after the conclusion of the contract, in particular due to wage agreements and changes in the price of materials or energy, which do not offset each other and which occur more than four months between the conclusion of the contract and the delivery or service; this does not apply to continuing obligations. The price adjustment shall be made to the same extent as the change in costs; we shall provide evidence of the reason and scope of cost changes on request. The provisions of § 313 BGB remain unaffected.
3.3 Right of cancellation/right of termination in the event of price adjustments
In the event of a price increase, the customer shall only be entitled to a right of withdrawal or cancellation if the resaleability of our products is significantly impaired by the price adjustment.
3.4 Value added tax
The statutory value added tax shall be invoiced additionally at the rate applicable on the day of delivery or provision of the service.
4. terms of payment
4.1 Due date
The price is due upon receipt of the invoice and delivery of the goods or acceptance of the service. The granting of a payment term requires a written agreement. However, we are authorised at any time, even within the framework of an ongoing business relationship, to perform a delivery or service in whole or in part only against advance payment. We only accept bills of exchange and cheques on account of payment subject to special prior agreement.
4.2 Cash discount, rebate
The deduction of a discount requires a separate written agreement. The period within which a discount is granted as agreed does not prevent the claim from falling due. In any case, the entitlement to a discount is subject to the condition that the invoice amounts due from other deliveries or services have been fulfilled. Discounts are only granted if these conditions of sale are complied with. They shall be deemed to be remuneration for all expenses and risks incurred by the customer in the interest of selling our goods in the context of fair competition, in particular for advertising, professional advice, proper and correct customer service and the maintenance of an appropriate warehouse. In the event of improper provision of these services, we shall be entitled to refuse to grant the discounts. Discount claims only arise for quantities purchased and paid for. The granting of discounts, rebates or other reductions shall only apply to the net value of the goods to be paid, in particular excluding VAT, freight and packaging.
4.3 Delay
If the customer does not pay by the due date, he is in delay. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by delay. Our claim to commercial maturity interest against merchants remains unaffected.
4.4 Jeopardising the consideration
If it becomes apparent after conclusion of the contract that our claim to payment is jeopardised by the customer’s inability to pay or by a significant deterioration in the customer’s financial circumstances – such as suspension of payments, over-indebtedness, opening of insolvency proceedings or refusal to open such proceedings due to lack of assets – we shall be entitled to refuse performance and to set the customer a reasonable period of time within which he must effect counter-performance concurrently with delivery or provide security for it. If the customer refuses or if the deadline expires without success, we shall be entitled to withdraw from the contract and/or demand compensation; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. In addition, we are then also entitled to demand advance payment for further services owed.
4.5 Counter-rights of the customer
The customer may only offset counterclaims or exercise a right of retention if these are undisputed or have been recognised by declaratory judgement. Zurückbehaltungsrechte stehen dem Kunden nur aus dem einzelnen Vertragsverhältnis zu; ihre Ausübung aus früheren oder anderen Geschäften der laufenden Geschäftsverbindung ist nicht gestattet. In the event of defects in the delivery, the customer’s right to retain a reasonable part of the price in proportion to the defect shall remain unaffected.
5. delivery periods, delivery, delay in delivery
5.1 Partial deliveries
We are entitled to make partial deliveries unless otherwise agreed, this is reasonable for the customer and sufficient consideration is given to the customer’s justified interests.
5.2 Delivery dates
Binding delivery dates require a written agreement. If the customer has not fulfilled the obligations to co-operate required for the delivery in good time, without us being responsible for this, we shall be entitled to adjust the agreed delivery dates. If the customer requests a delivery earlier than previously agreed, we shall be entitled to demand an express surcharge of a reasonable amount if we fulfil the request.
5.3 Delivery
Delivery takes place on collection from the factory or warehouse. At the customer’s request and, unless otherwise agreed, at the customer’s expense, the goods will be dispatched to another destination (sale to destination). Unless otherwise agreed in individual cases, we shall be entitled to determine the type of dispatch, in particular the transport company, the dispatch route and the packaging ourselves. If the destination is subsequently changed at the buyer’s request, the buyer shall also bear all costs incurred as a result.
5.4 Timeliness
We endeavour to meet delivery deadlines and dates. They are only approximate unless expressly agreed otherwise in individual cases. The time of provision for collection or despatch ex works/warehouse shall be decisive for compliance with the delivery dates. If the goods cannot be dispatched on time for reasons for which we are not responsible, the delivery dates shall be deemed to have been met upon notification of readiness for dispatch. We are authorised to carry out the delivery before the agreed delivery date, unless the customer suffers unreasonable disadvantages as a result. Otherwise, an agreed date for delivery or provision for collection of the goods shall be deemed to have been met if we deliver the goods or make them available for collection within a reasonable period after this date.
5.5 Non-availability of the service, force majeure
If we are unable to meet binding delivery deadlines for reasons for which we are not responsible, for example because deliveries or services from our subcontractors, sub-suppliers or other suppliers do not take place correctly or on time despite proper and congruent cover (i.e. If, despite proper and congruent coverage (i.e. in quantity and quality in accordance with the delivery agreed with the customer), deliveries or services of our subcontractors or other suppliers are not made, not made correctly or not made on time and neither we nor our supplier are at fault or we are not obliged to procure in individual cases (non-availability of the service), or if events of force majeure, i.e. obstacles to performance lasting more than 14 calendar days through no fault of our own, occur, we shall inform the customer of this immediately. We are entitled to postpone the delivery or service for the duration of the hindrance and will inform the customer of the expected new delivery period. If the service is also not available within this new delivery period or if the existence of force majeure also prevents compliance with the new delivery period, we shall be entitled to withdraw from the contract in whole or in part due to the part not yet fulfilled; any consideration already provided by the customer shall be reimbursed by us without delay. Cases of force majeure include strikes, lockouts, official intervention, energy and raw material shortages, transport bottlenecks through no fault of our own, operational hindrances through no fault of our own, e.g. due to fire, water and machine damage, and all other unavoidable hindrances which, from an objective point of view, are unforeseeable and unavoidable for us and over which we also have no other influence.
5.6 Delay in delivery
The statutory provisions shall apply to the occurrence of default in delivery with the proviso that a reminder from the customer is always required. If and insofar as we are in default of delivery, the customer shall only be entitled to demand compensation for the damage caused by the delay in the form of a lump sum. The liquidated damages shall amount to 0.5 % for each completed calendar week of delay, but shall not exceed a total of 5 % of the net price (delivery value) of the goods delivered late. We may provide evidence that the customer has not suffered any damage or only less damage than the lump sum. The rights of the customer specified in clause 9 and our statutory rights, in particular in the event of an exclusion of the obligation to perform, for example due to impossibility or unreasonableness of performance or subsequent fulfilment, shall remain unaffected.
5.7 Basis of calculation
The quantities, weights or numbers of items determined during dispatch are exclusively decisive for the calculation. Losses due to vibration, water etc. shall be borne by the customer.
5.8 Insurance
Transport, shipping or similar insurance shall only be taken out by agreement and at the customer’s expense.
6 Transfer of risk, acceptance, default of acceptance
6.1 Transfer of risk
The risk of accidental loss and accidental deterioration of the goods shall pass to the customer – even in the case of partial deliveries – at the latest upon handover at the place of fulfilment (Section 12.1). In the case of sale by dispatch (Section 5.3), the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay – even in the case of partial deliveries – shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. Insofar as acceptance is provided for by law or contractually agreed, this shall be decisive for the transfer of risk. The handover according to sentences 1 and 2 and the acceptance according to sentence 3 shall be deemed equivalent if the buyer is in default of acceptance. Freight forwarders and carriers commissioned by us or other persons or organisations designated to carry out the shipment are not our vicarious agents. In the event of transport damage, however, the customer may demand that we assign all our claims for compensation for this damage.
6.2 Delay in acceptance
If the customer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the customer is responsible (e.g. if the customer has not ensured that the delivery can reach him (sufficient accessibility of the roads etc.) or that a delivery can be unloaded within a reasonable period of time), we shall be entitled to demand compensation for the resulting damage including additional expenses incurred (e.g. storage and storage costs). We are entitled to demand a lump sum compensation from the customer per calendar day in the amount of 0.1% of the net price (delivery value) of the goods not accepted or received, beginning with the delivery period or, if no such period has been agreed, with notification of readiness for collection or dispatch of the goods; the lump sum is limited to a maximum of 5% of the net price (delivery value) of the goods not accepted or received in the event of delayed acceptance or receipt, and to a maximum of 10% of the net price (delivery value) of the goods not accepted or received in the event of final acceptance or receipt.
We reserve the right to provide evidence of higher damages; our statutory claims and rights, in particular to reimbursement of additional expenses, to reasonable compensation or to cancellation, deposit or realisation of the goods shall remain unaffected. However, the lump-sum compensation shall be offset against further claims based on the same legal grounds. The buyer reserves the right to prove that no damage or only significantly less damage than the lump sum has been incurred.
7 Retention of title and advance assignment
7.1 Principle
We reserve title to the goods until all present and future claims arising from the contract and the current business relationship, including ancillary claims such as interest on utilisation, damages caused by default etc. and balance claims (hereinafter referred to as “reserved goods”) have been settled in full. Das gilt auch dann, wenn der Kunde ausdrücklich diese Vorbehaltsware bezahlt hat. If we agree payment of the price with the customer on the basis of the cheque/bill of exchange procedure, the reservation of title shall not expire when the cheque received is credited, but only when the bill of exchange accepted by us is honoured by the customer.
7.2 Restriction on disposal
The customer may neither pledge our reserved goods nor assign them as security before full payment of the secured claims. He is obliged to inform us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties, for example through seizure or similar, access or intend to access the goods in our ownership.
7.3 Surrender, cancellation
If the customer acts in breach of contract, in particular in the event of non-payment of the price due, we shall be entitled to demand the return of the reserved goods, even without withdrawing from the contract. If the customer acts in breach of contract, in particular in the event of non-payment of the price due, we shall be entitled to demand the return of the reserved goods, even without withdrawing from the contract. If the customer does not pay the price due, we may only assert these rights if we have previously set him a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
7.4 Disposal, processing
Until any cancellation by us, the customer may resell or process the goods subject to retention of title in the ordinary and proper course of business in accordance with the provisions set out in Clauses 7.4.1 to 7.4.4 below, unless he has already effectively assigned the claim against his contractual partner to a third party in advance or has agreed a prohibition of assignment with the latter.
7.4.1 Processing, combining, mixing
Any processing, mixing or combining of our goods subject to retention of title shall be carried out on our behalf with the proviso that we shall be deemed to be the manufacturer and no liabilities shall accrue to us as a result; the retention of title shall extend to the full value of the resulting products. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains in force, we shall acquire co-ownership of the new item in proportion to the value of the processed, mixed or combined goods, subject to the proviso that the price stated in our invoices plus 10 % (cover limit) shall be decisive for determining the value of our goods. In all other respects, the same shall apply to the resulting product as to the reserved goods. The customer shall store the new product with due commercial care free of charge.
7.4.2 Assignment of claims
The customer hereby assigns to us all claims against third parties arising from the resale of the reserved goods or the resulting products, together with all ancillary rights, in total or in the amount of the value of our possible co-ownership share in accordance with the above clause 7.4.1 to secure the fulfilment of our claims. This also applies to claims which accrue to the customer against a third party through the connection of the goods with a property, including the right to the granting of a security mortgage (§ 648 BGB). We hereby accept the assignment. The customer must also comply with the obligations applicable to him under clause 7.2 with regard to the assigned claims.
7.4.3 Direct debit authorisation
Even after the assignment, the customer remains authorised to collect the claims for our account and to dispose of the amounts obtained through the collection. Our authorisation to collect the claims ourselves remains unaffected by this. However, we shall not make use of this authorisation as long as and insofar as the customer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed, no other deficiency in his ability to perform is to be feared and we do not assert the retention of title by exercising a right in accordance with Section 7.3. Otherwise, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In addition, we are entitled to revoke this collection authorisation and our consent to the resale and processing of our reserved goods.
7.4.4 Prohibition of other assignment or pledging
The customer may neither assign his claims against subsequent purchasers to third parties nor pledge them nor agree a prohibition of assignment with subsequent purchasers.
7.5 Right to release
If the realisable value of the existing securities exceeds the secured claims by more than 10%, we shall release securities of our choice at the customer’s request.
8. Claims for defects, obligation to inspect and give notice of defects
8.1 General information
The customer’s rights in the event of material defects and defects of title shall be governed by the statutory provisions, unless otherwise stipulated below. The special statutory provisions for final delivery of unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse according to § 478 BGB), remain unaffected in all cases. Claims arising from supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur (e.g. by installation in another item).
8.2 Condition
If a quality of the goods or services has not been agreed in an individual case, the assessment of whether a defect exists shall be based on the statutory provisions (e.g. Section 434 (1) sentences 2 and 3 BGB). We accept no liability for public statements made by the manufacturer or other third parties, in particular in advertising statements.
8.3 Duty to inspect and give notice of defects
The customer’s claims for defects presuppose that he has fulfilled his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately before processing. If a defect is discovered during delivery, inspection or at any later time, the customer must notify us immediately in writing. In any case, obvious defects must be reported in writing within three days of delivery and defects not recognisable during the inspection within the same period from discovery. The customer shall bear the burden of proof for all preconditions, in particular for the existence of the defect, for the time of discovery of the defect and for the timeliness of the notice of defect. If the customer fails to carry out a proper inspection or report a defect, our liability for the defect not reported, not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.
For non-merchants, the above provisions shall apply accordingly with the proviso that the respective defect must be reported within a period of six months from discovery; the written form is not required for the complaint.
8.4 Notice of defects
The notice of defects must contain clear information about the type of product complained about, the type of defect, the delivery note number and the delivery date. and the supplying plant or warehouse.
8.5 Subsequent fulfilment
In the event of timely and justified notification of defects, we shall initially have the choice with regard to subsequent fulfilment as to whether we remedy the defect by delivering defect-free goods (replacement delivery) or by rectifying the defect (subsequent improvement). Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected. We have the right to make subsequent fulfilment dependent on the customer paying the purchase price due. The customer’s right to retain a reasonable portion of the purchase price in relation to the defect shall remain unaffected.
8.6 Right of examination, return of goods
The customer is obliged to give us the time and opportunity required for subsequent fulfilment and must in particular hand over to us the goods complained of as defective for inspection and for testing purposes, including the performance of tests. In the event of a replacement delivery, the customer must return the rejected item to us in accordance with the statutory provisions or dispose of it at our expense after consultation with us. Subsequent fulfilment shall not include the removal of the defective item and its reinstallation if we were not originally obliged to install it.
8.7 Failure of subsequent fulfilment
If the subsequent fulfilment by us fails, is impossible, is seriously and finally refused by us or is unreasonable for the customer or if a reasonable deadline to be set by the customer for the subsequent fulfilment has expired without success or is dispensable according to the statutory provisions, the customer shall be entitled to reduce the price or withdraw from the contract at his discretion. However, cancellation is excluded if and to the extent that the goods are only insignificantly defective. After processing, only the reduction of the price paid for the rejected goods (reduction) can be demanded.
8.8 Expenses for subsequent fulfilment
We shall bear the expenses necessary for subsequent performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions, provided that the costs are not disproportionate and are not due to the fact that the goods have been taken to a place other than the place of destination. In the event of an unjustified request to remedy a defect, we may demand compensation from the customer for the costs incurred (in particular inspection and transport costs), unless the customer did not and could not recognise the lack of defectiveness.
8.9 Limitation of liability
Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with Section 9, even in the case of defects, and are otherwise excluded.
9 Liability, exclusion of fulfilment and withdrawal
9.1 General
Unless otherwise stated in these Terms and Conditions of Sale, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
9.2 Limitation of liability
We shall only be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of wilful intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), for
a. for damages resulting from injury to life, limb or health;
b. for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, average and typically occurring damage;
c. at most – and insofar as no case of letter a. exists – in the amount of the sum insured under our product liability insurance.
The above limitations of liability shall also apply to breaches of duty by or in favour of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims by the customer under the Product Liability Act.
9.3 Exclusion of fulfilment
If a reasonable deadline set by the customer for performance has expired fruitlessly and the customer does not comply with our subsequent request within a further reasonable deadline set by us for this purpose to declare whether it will adhere to its claim for fulfilment or demand compensation instead of performance, the claim for fulfilment shall be excluded after expiry of the reasonable deadline associated with the request.
9.4 Exclusion of cancellation
The customer may only withdraw from or cancel the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. Cancellation is excluded in the event of a minor breach of duty. A free right of cancellation of the customer (in particular according to the provisions of §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
10. statute of limitations
10.1 General limitation period
Notwithstanding the provisions of § 438 para. 1 No. 3 BGB, the general limitation period for claims for material defects and defects of title is one year from delivery; if acceptance has been agreed, the limitation period shall commence upon acceptance.
10.2 Limitation period for buildings or use for buildings
If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is five years from delivery in accordance with the statutory regulation (§ 438 Para. 1 No. 2 BGB). The other special statutory provisions on the statute of limitations, in particular the provisions of § 438 para. 1 no. 1, para. 3 BGB and §§ 444, 445b BGB remain unaffected.
10.3 Contractual and non-contractual claims for damages
The limitation periods according to clauses 10.1 and 10.2 also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period according to the provisions of §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. This shall not affect the customer’s claims for damages in the event of intent and gross negligence (clause 9.2 sentence 1), in the event of damage resulting from injury to life, limb or health (clause 9.2 sentence 2 letter a.) and in the event of damage under the Product Liability Act; such claims shall lapse exclusively in accordance with the statutory provisions.
11 Confidentiality and data protection
11.1 Confidentiality obligation
All operating equipment, business processes, procedures and working methods, illustrations, drawings, plans, calculations, models, product descriptions and all other details and documents (hereinafter summarised as: information) which have been provided to the customer for the purposes of the contract or which have otherwise become known to him must be treated as strictly confidential and kept secret from third parties and may not be made accessible to third parties or used for them by him without our prior written consent, unless disclosure is necessary for the proper execution of the contract or on the basis of legally binding decisions or official orders. Insofar as information must be disclosed to third parties, such disclosure shall be limited to the extent necessary for the proper performance of the contract or to the extent required by the legally binding decision or official order. For their part, third parties must be obliged to maintain the confidentiality of the information received in accordance with the above requirements. The confidentiality obligation expires if and to the extent that the knowledge contained in the information has become generally known.
11.2 Data processing
The contractual partners process the data required for business transactions in compliance with the data protection regulations of the GDPR and the BDSG. We process personal data
of the persons working for the customer in connection with the execution of the contract and the corresponding contract initiation. These are, for example, details of the person concerned (name, address, e-mail address, telephone number). The legal basis for this is Art. 6 para. 1 sentence 1 lit. b) GDPR. We are responsible in this respect. Only if it turns out to be necessary for one contracting party to process personal data on behalf of the other will the contracting parties conclude a data processing agreement in accordance with Art. 28 (1) GDPR. 1 GDPR with each other. In this case, the order processing activity will not begin before the conclusion of such an agreement. If data processing in connection with this contract is to be classified as data processing under joint responsibility, the contracting parties will conclude a separate agreement in accordance with Art. 26 GDPR
and in particular take into account the respective areas of responsibility of the contracting parties. Further information on the handling of personal data can be found in our privacy policy on our website www.fels.de.
11.3 Continued validity after termination of the contract
The aforementioned obligations of clauses 11.1 and 11.2 shall continue to exist even after termination of the contractual relationship. The customer shall also impose a corresponding obligation on the employees to be deployed by him and on the employees of any third parties commissioned by him.
12 Place of fulfilment, place of jurisdiction, choice of law, severability clause
12.1 Place of fulfilment
The place of fulfilment for our deliveries and services, including any subsequent fulfilment, is our factory or warehouse.
12.2 Place of jurisdiction
The exclusive – also international – place of jurisdiction for all disputes arising from and in connection with the contractual relationship is our registered office. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, we are also entitled, at our discretion, to bring an action at the place of fulfilment of the delivery obligation or before the
court in whose judicial district the customer’s registered office is located or, if the requirements of § 21 ZPO are met, a branch of the customer. This does not affect overriding statutory provisions, in particular regarding exclusive responsibilities.
12.3 Choice of law
These Terms and Conditions of Sale and all legal relationships between us and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of all international and supranational regulations, in particular. of the UN Convention on Contracts for the International Sale of Goods (CISG).
12.4 Severability clause
Should individual provisions of these Terms and Conditions of Sale be or become invalid or unenforceable without this rendering the fulfilment of the objective and purpose of the entire contract impossible or its maintenance unreasonable for a contractual partner, this shall not affect the validity of the remaining provisions. In this case, the invalid or unenforceable provision shall be replaced by another provision which fulfils the purpose intended by the invalid or unenforceable provision and the economic objective of the contract as a whole, and which does justice to the interests of the contracting parties. This shall apply mutatis mutandis if a necessary regulation was omitted when the order was placed.