General Terms and Conditions of Delivery of Kissel + Wolf GmbH

Status 12. 7. 2021

1. Scope, Form
1.1 All deliveries, services and offers of Kissel + Wolf GmbH ("Kissel + Wolf") to its contractual partners ("Customer") shall be based exclusively on these General Terms and Conditions of Delivery ("ALB"). The ALB shall only apply if the Customer is an entrepreneur (§ 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
1.2 The ALB apply in particular to contracts on sale and/or delivery of movable goods ("Goods"), irrespective of whether Kissel + Wolf manufactures the Goods itself or purchases them from third parties (§§ 433, 650 BGB). Unless otherwise agreed, the ALB in the version valid at the time of the Customer's order or, in any event, in the version last communicated to the Customer in text form or available on our homepage at applies as a framework agreement also for similar future contracts, without reference of Kissel + Wolf in each individual case.
1.3 These ALB apply exclusively. Terms and conditions of the Customer or third parties shall only apply if Kissel + Wolf expressly agrees to their validity. This also applies if Kissel + Wolf does not separately object to their validity in individual cases or performs its services without reservation.
1.4 Legally binding notifications and declarations of one party to the other party and/or a third party have to be in writing, whereby e-mail and fax is sufficient. With the exception of managing directors or authorized signatories, the employees of Kissel + Wolf are not entitled to make deviating oral agreements.
1.5 Individual contracts made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these ALB. A written contract or the written confirmation of Kissel + Wolf shall be decisive for the content of such contracts, unless proven otherwise.

2. Offer and Conclusion of Contract
2.1 All offers made by Kissel + Wolf are subject to change and non-binding, unless they contain a specific period of acceptance. In this case they can only be accepted within the acceptance period.
2.2 A contract is also concluded when Kissel + Wolf accepts a Customer's offer in writing or Kissel + Wolf begins to provide the service or delivery offered. Kissel + Wolf may accept offers of the Customer within four (4) weeks of receipt.
2.3 The offer shall specify the details of the respective order, in particular the type and scope of services, remuneration and cost specifications. If the Customer does not determine these details, Kissel + Wolf may determine them at its own reasonable discretion.
2.4 If the Customer cancels or terminates a contract due to circumstances for which Kissel + Wolf is not responsible, or if Kissel + Wolf cancels or terminates a contract due to circumstances for which the Customer is responsible, Kissel + Wolf may charge a cancellation fee of EUR 25,00.- or a lump-sum expense allowance of 5 % of the contract sum for the costs incurred. Both parties reserve the right to prove that higher or lower costs were incurred.

3. Scope of Deliveries and Services
3.1 The legal relationship between Kissel + Wolf and the Customer is governed solely by the individual contract concluded in writing, including these ALB. This contract fully reflects all agreements between the parties on the respective subject matter of the contract. Additions and amendments to the contract, including these ALB, must be in writing to be effective.
3.2 Information regarding the delivery or service provided by Kissel + Wolf (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as presentations thereof (e.g. drawings and illustrations) are only approximate and serve only to individualise the subject matter of the contract. They are not characteristics of quality.
3.3 Customary deviations and deviations which are due to legal regulations or represent technical improvements, as well as the replacement of individual parts by equivalent parts are permissible, provided they do not impair the usability for the purpose of the contract. Changes and deviations shall in any case be deemed approved if the Customer accepts the Goods without reservation.
3.4 Changes to orders after conclusion of the contract require the consent of Kissel + Wolf and are subject to the conclusion of a written contract. From the time Kissel + Wolf receives a request from the Customer for a change after conclusion of the contract and until a supplementary agreement is concluded or until the request for change is withdrawn, Kissel + Wolf is entitled to suspend performance of the order to be changed. Delivery dates and delivery periods shall be extended and postponed accordingly. If Kissel + Wolf submits modification proposals to the Customer, the above shall apply accordingly.
3.5. Kissel + Wolf is entitled to make partial deliveries to the customary extent.
3.6 In the case of international deliveries, the deliveries and services of Kissel + Wolf are with reservation that there are no obstacles to performance due to national or international regulations, in particular export control regulations and embargoes or other restrictions. The Customer is obliged to provide all information and documents required for the export/transfer/import. Delays due to export tests or licensing procedures extend delivery dates and delivery periods accordingly. If necessary permits are not granted, the contract shall be deemed not concluded. Claims for damages by the Customer are excluded in this respect. All products subject to export restrictions are intended by Kissel + Wolf exclusively for use and to remain in the country of delivery agreed with the Customer. If the Customer intends to re-export products, he is obliged to comply with the relevant export regulations. The re-export of products - individually or in system-integrated form - contrary to these regulations is prohibited for the Customer.

4. Prices and Terms of Payment
4.1 The prices are valid for the scope of services and deliveries specified in the contract. Additional or special services will be charged separately. Unless otherwise specified, prices are in EURO and Free Carrier (FCA, Incoterms 2020) In den Ziegelwiesen 6, 69168 Wiesloch, Germany. All costs for delivery and dispatch will be borne by the Customer, in particular costs for packaging (with the exception of transport containers for chemicals), transport, loading and unloading and transport insurance as well as customs duties, fees and other public charges in the case of international deliveries.
4.2 The prices are net plus the respective legal value added tax. If a delivery is fundamentally exempt from value added tax, e.g. due to foreign purchases, the Customer must provide Kissel + Wolf with the necessary evidence without delay. Otherwise, Kissel + Wolf is entitled to charge the Customer the respective value added tax.
4.3 If delivery does not take place until more than three (3) months after conclusion of the contract, Kissel + Wolf shall be entitled to amend the prices appropriately, in particular to base them on the list prices of Kissel + Wolf valid at the time of delivery (in each case minus an agreed percentage or fixed discount).
4.4 Invoice amounts are to be paid within thirty (30) calendar days without any deductions, unless otherwise agreed in writing. The date of payment shall be determined by the date of receipt by Kissel + Wolf. However, Kissel + Wolf is entitled at any time, even in the course of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Kissel + Wolf declares a corresponding reservation at the latest with the order confirmation.
4.5 If the Customer fails to make payment after the expiry of the above payment period, interest shall be charged on the outstanding amounts from the due date at a rate of 9% p.a. above the respective base interest rate; this shall not affect the right to claim interest on the due date (§ 353 of the German Commercial Code (HGB)), higher interest and further damages in the event of default. 4.6 Kissel + Wolf is entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security if the Customer is in default of payment for this or any other delivery or service or if Kissel + Wolf becomes aware of circumstances after conclusion of the contract which are likely to reduce the Customer's creditworthiness substantially and which endanger the payment of Kissel + Wolf's outstanding debts.

5. Delivery and Delivery Dates
5.1 Unless otherwise agreed, delivery shall be made FCA In den Ziegelwiesen 6, 69168 Wiesloch, Germany, which is also the place of performance for delivery and any subsequent performance. At the request and expense of the Customer, Kissel + Wolf will ship the Goods to another destination (sale to destination). Unless otherwise agreed, Kissel + Wolf is entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) itself.
5.2 Dates for deliveries and services and deadlines set by Kissel + Wolf are not binding, unless a fixed date or a fixed deadline has been bindingly agreed in the contract.
5.3 The observance of binding delivery dates and deadlines requires the in-time receipt of all information and documents to be provided by the Customer, the availability of all necessary approvals, releases, in particular of plans, as well as the observance of the agreed terms of payment and other obligations by the Customer. Delivery dates and delivery periods shall be extended accordingly if the Customer fails to meet these contractual obligations towards Kissel + Wolf. As far as possible, Kissel + Wolf shall inform the Customer of the new delivery dates and delivery periods. Any further rights of Kissel + Wolf remain unaffected.
5.4. Kissel + Wolf is not liable for the impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other events which were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in procuring necessary official permits, official measures or the non-supply, incorrect or untimely supply by Kissel + Wolf) for which Kissel + Wolf is not responsible. If such events make it substantially more difficult or impossible for Kissel + Wolf to deliver or perform and the hindrance is not only temporary, Kissel + Wolf is entitled to withdraw from the contract. In cases of such temporary hindrances, the binding delivery dates and delivery periods shall be extended until the hindrances have ceased to exist, plus a reasonable start-up period.
5.5 The beginning of Kissel + Wolf's delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Customer is required. If Kissel + Wolf is in default with a delivery or service, the Customer may demand compensation for the demonstrably incurred damage, but not more than 0.5% for each full week of the delay and not more than 5% in total of the price agreed in each case for the delivery or service. Clause 9 shall apply accordingly to this limitation of liability. The Customer's right to withdraw from the contract after the unsuccesful expiry of a grace period granted to Kissel + Wolf in writing remains unaffected. However, the period of grace must be reasonable.
5.6 If the Customer is in default of acceptance, Kissel + Wolf may demand compensation for the damage incurred. Clause 7.5 applies accordingly.
5.7 The Customer is obliged to accept the deliveries immediately and to unload the Goods immediately upon arrival. If the unloading is delayed by more than two (2) hours for reasons for which the Customer is responsible, by more than twenty-four (24) hours for international deliveries without customs clearance, and by more than forty-eighth (48) hours for international deliveries with customs clearance, the Customer shall reimburse Kissel + Wolf for the damage caused by the delay, in particular for the time the transport trolley and the transport staff remain idle.

6. Place of Performance, Shipment, Packaging, Transfer of Risk, Acceptance
6.1 The place of performance for all obligations arising from the contractual relationship is the business seat of Kissel + Wolf, unless otherwise specified. If Kissel + Wolf is also responsible for assembly and erection or installation, the place of performance shall be the place where this is to be done.
6.2 If Kissel + Wolf owes packaging and/or dispatch, the method of dispatch and packaging are subject to the dutiful discretion of Kissel + Wolf. The packaging is always in standard packaging of Kissel + Wolf. If Kissel + Wolf, at its discretion, or at the Customer's request, uses other packaging, the Customer shall bear the corresponding additional costs.
6.3 The risk of accidental loss and accidental deterioration shall pass at the latest when the Goods are handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment, or in the case of deliveries involving installation or assembly, on the day of acceptance in the own business or transfer. This shall also apply if partial deliveries are made or Kissel + Wolf has taken over other services (e.g. dispatch or installation).
6.4 If shipment, handover or acceptance is delayed as a result of circumstances for which the Customer is responsible, the risk shall pass to the Customer on the day on which the delivery item is ready for shipment or collection or acceptance and Kissel + Wolf has notified the Customer of this.
6.5 Storage costs after transfer of risk or during the Customer's default shall be borne by the Customer. In the event of storage by Kissel + Wolf, the storage costs shall amount to 0.5% of the invoice amount of the delivery items to be stored per elapsed week. Kissel + Wolf reserves the right to assert and prove further or lower storage costs.

7. Warranty, Defects in Quality
7.1 The Customer's rights in the event of defects of quality or title (including wrong and short delivery as well as incorrect installation or faulty installation instructions) shall be governed by the statutory provisions, unless otherwise specified below. In all cases, the statutory special provisions shall remain unaffected in the case of final delivery of the unprocessed Goods to a consumer, even if the consumer has processed them further (supplier recourse according to § 478 BGB). Claims from supplier recourse are excluded if the defective Goods have been further processed by the Customer or another entrepreneur, e.g. by incorporation into another product.
7.2 The warranty period is one (1) year from delivery or, insofar as acceptance is required, from acceptance, and five (5) years for deliveries of buildings and items which are used for buildings in accordance with their normal use. This does not apply in case of intent or fraudulent concealment of a defect or if Kissel + Wolf has given a guarantee for the quality of the delivery item. Furthermore, the limitation periods shall not apply to claims for damages in the event of a gross negligent breach of duty, in the event of a culpable breach of material contractual obligations - not consisting in the delivery of a defective item or the provision of a defective work performance - in the event of culpably caused injury to life, body or health or in the event of claims under the Product Liability Act.
7.3 The Goods must be carefully examined immediately after delivery to the Customer or to the third party designated by the Customer. If a defect is discovered during delivery, inspection or at any later time, the Customer must notify Kissel + Wolf immediately in writing. In any case, any defects detected or defects which would have been detectable in a careful inspection must be notified in writing within seven (7) working days of delivery and any defects which were not detectable in the inspection must be notified in writing within the same period from the time of detection. If the Customer fails to carry out the proper inspection and/or report defects, the Goods shall be deemed to have been approved by the Customer and any liability of Kissel + Wolf for the failure to report the defect or defects which were not reported or not reported in good time or in the proper manner is excluded in accordance with the statutory provisions.
7.4 At the request of Kissel + Wolf, a delivery item which is the subject of a complaint must be kept ready for inspection and testing or returned to Kissel + Wolf at the expense of the Customer. If the complaint is justified, Kissel + Wolf will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
7.5 If the delivery item is located outside of Germany, the Customer must bear the additional costs incurred as a result, in particular the costs of returning the delivery item or the transport costs incurred by Kissel + Wolf or its agents. This shall not apply if the Customer cannot reasonably be expected to bear the additional costs incurred. This does not affect the right of Kissel + Wolf to refuse subsequent performance due to disproportionate costs in accordance with § 439 Para. 3 BGB.
7.6 The resale, installation or assembly as well as the other use and application of an item complained about or objected to shall be deemed as an approval in accordance with the contract by the Customer.
7.7 If the Goods are defective, Kissel + Wolf may initially choose whether subsequent performance shall be effected by remedying the defect (repair) or by delivering a defect-free item (replacement). The right of Kissel + Wolf to refuse subsequent performance under the statutory conditions remains unaffected. Subsequent performance does not include the removal of the defective item or the reinstallation if Kissel + Wolf was not originally obliged to install it.
7.8 Kissel + Wolf is entitled to make the subsequent performance owed dependent on the Customer paying the purchase price due. However, the Customer is entitled to retain a reasonable part of the purchase price in relation to the defect.
7.9 Kissel + Wolf shall bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, where applicable, dismantling and installation costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, Kissel + Wolf can demand reimbursement from the Customer for the costs incurred as a result of the unjustified request for remedy of defects (in particular testing and transport costs), unless the lack of defect was not apparent to the Customer.
7.10 If the supplementary performance has failed or a reasonable period of time was set by the Customer for the supplementary performance and has expired unsuccessfully or is dispensable according to the statutory provisions, the Customer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right to withdraw from the contract. 7.11 Even in the case of defects, the Customer's claims for damages or compensation for futile expenses shall only exist in accordance with the provisions of clause 8 and are otherwise excluded.

8. Intellectual Property Rights
8.1. Kissel + Wolf warrants in accordance with this clause 8 that the Goods are free from third party intellectual property rights or copyrights and/or that Kissel + Wolf owns the necessary rights of use, provided that the Goods are used at the agreed place of delivery in accordance with the purpose and in conformity with the contract.
8.2 If the contractual use of the Goods infringes a third party's intellectual property right or copyright, Kissel + Wolf shall, at its option and at its expense, either modify or replace the Goods in such a way that no more third party rights are infringed, but the Goods continue to perform the contractually agreed functions, or procure the right of use for itself or the Customer by concluding a licence agreement. If Kissel + Wolf does not succeed in doing so within a reasonable period of time, the Customer is entitled to withdraw from the contract or to reduce the purchase price appropriately. The same applies if Kissel + Wolf could only obtain a right of use under conditions which are not reasonable for Kissel + Wolf. Any claims for damages on the part of the Customer are subject to the restrictions set out in clause 9.
8.3 The Customer is obliged to notify Kissel + Wolf immediately in writing of any claims asserted by third parties and to enable and leave all defensive measures and settlement negotiations to Kissel + Wolf. The Customer may not make any statements or take any action which constitute an acknowledgement or concession to the third party without the written consent of Kissel + Wolf.
8.4 Claims of the Customer under this clause 8 are excluded if the infringement of the intellectual property rights is due to the Customer modifications of the Goods, use of the Goods for other purposes or together with other products not supplied by Kissel + Wolf, or if the Goods were manufactured according to designs, specifications or instructions of the Customer. In such cases, the Customer indemnifies Kissel + Wolf against all claims asserted by third parties for infringement of intellectual property rights or copyrights and reimburses Kissel + Wolf for all costs, including legal fees, and expenses incurred in connection therewith.
8.5 If the infringement of intellectual property rights constitutes a defect of title, clause 7 shall apply.
8.6 Kissel + Wolf retains title and copyright to all quotations and cost estimates submitted by Kissel + Wolf and to all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Customer. The Customer may not, without the express consent of Kissel + Wolf, make these items available to third parties, either as such or in terms of their content or in extracts, disclose them, use them himself or through third parties, or reproduce them. At Kissel + Wolf's request, the Customer must return these items in full to Kissel + Wolf and destroy any copies made if they are no longer needed by him in the normal course of business or if negotiations do not lead to the conclusion of a contract. The Customer undertakes not to remove manufacturer's details, in particular copyright notices, or to change them without the prior consent of Kissel + Wolf.

9. Liability and Damages
9.1 Kissel + Wolf is liable without limitation for claims arising from injury to life, body or health, in cases of mandatory liability under the Product Liability Act and to the extent of any guarantee assumed.
9.2 In addition, Kissel + Wolf is liable for damages or futile expenses if they have been caused by Kissel + Wolf, its legal representatives or one of its vicarious agents through culpable breach of an essential contractual obligation, i.e. an obligation which is essential for the proper execution of the contract and which the Customer may regularly rely on being fulfilled, or through a grossly negligent or intentional breach of duty.
9.3 In the case of damage caused by a non intentional or grossly negligent breach of an essential contractual obligation, in the case of simple negligence on the part of Kissel + Wolf and in the case of damage caused by a breach of duty by Kissel + Wolf's vicarious agents, liability is limited to the foreseeable, typically occurring damage and an amount of EUR 250,000.- per case of damage.
9.4 In all other respects and unless otherwise expressly provided in a contract or these ALB, Kissel + Wolf's liability for damages, irrespective of the legal basis, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contractual negotiations and tort, is excluded, provided that fault is involved.
9.5 The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of Kissel + Wolf.

10. Retention of Title
10.1 Kissel + Wolf reserves title to the Goods delivered (reserved goods) until receipt of all payments arising from the business relationship with the Customer. The retention of title also extends to balance claims from a current account relationship limited to this supply relationship (Kontokorrentvorbehalt).
10.2 If the Customer acts in breach of contract, in particular if he fails to pay the price due or fails to pay it on time, Kissel + Wolf is 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 reservation of title and the withdrawal. If the Customer fails to pay the price due, Kissel + Wolf may only withdraw from the contract if Kissel + Wolf has previously set the Customer a reasonable deadline for payment or if such deadline is dispensable under the statutory provisions. The return of the delivery item by Kissel + Wolf shall be deemed a withdrawal from the contract. During the existence of the reservation of title, the Customer is not permitted to pledge the Goods or assign them as security. If the Customer nevertheless pledges the delivery item, Kissel + Wolf is entitled to withdraw from the contract without notice. In the event of seizure or other interventions by third parties, the Customer must inform Kissel + Wolf immediately in writing so that Kissel + Wolf can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is not able to reimburse Kissel + Wolf for the court and out-of-court costs of an action in accordance with § 771 ZPO, the Customer will be liable for the loss incurred by Kissel + Wolf.
10.3 Until revocation by Kissel + Wolf, the Customer is entitled to resell the Goods in the ordinary course of business; however, the Customer hereby assigns to Kissel + Wolf its claim against the respective purchaser arising from the resale, together with all its subsidiary rights, irrespective of whether the Goods have been resold without or after processing. However, the assignment is limited to the amount corresponding to Kissel + Wolf's claim against the Customer under this supply relationship. The Customer is authorized to collect this claim even after its assignment. Kissel + Wolf's authority to collect the claim itself remains unaffected by this; however, Kissel + Wolf undertakes not to collect the claim as long as the Customer properly meets his payment obligations and is not in default of payment. If a justified interest is substantiated, Kissel + Wolf can demand that the Customer discloses 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.
10.4 The processing and transformation of the Goods by the Customer is always carried out for Kissel + Wolf. If the delivered item is processed with other items not belonging to Kissel + Wolf, Kissel + Wolf shall acquire co-ownership of the new item in the ratio of the value of the delivered item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods subject to reservation of title. The Customer also assigns to Kissel + Wolf the claims to secure Kissel + Wolf's claims which accrue to the Customer against a third party through the connection of the delivery item with a plot of land.
10.5 If the delivery item is inseparably mixed with other items not belonging to Kissel + Wolf, Kissel + Wolf shall acquire co-ownership of the new item in proportion to the value of the delivery item to the other mixed items at the time of mixing. If the mixing was performed in such a way that the Customer's item is to be regarded as the main item, it is agreed that the Customer transfers proportionate co-ownership to Kissel + Wolf. The Customer holds the sole ownership or co-ownership in safekeeping for Kissel + Wolf. He must insure it against the usual risks, such as fire, theft, water, etc. to the usual extent. The Customer hereby assigns to Kissel + Wolf its claims for compensation to which it is entitled against insurers or other third parties arising from damage of the aforementioned kind in the amount of the invoice value of the Goods.
10.6 If the realisable value of the securities to which Kissel + Wolf is entitled exceeds its claims by more than 10% in total, Kissel + Wolf is obliged to release securities of Kissel + Wolf's choice at the request of the Customer or a third party affected by the excess security.

11. Set-off, Right of Retention
11.1 Kissel + Wolf is entitled to set off its own claims or claims of companies affiliated with Kissel + Wolf against claims of the Customer.
11.2 Offsetting with counterclaims of the Customer or the assertion of a right of retention due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

12. Confidentiality
12.1 All plans, drawings, calculations, instructions for execution, product descriptions, other business or technical information and data as well as knowledge or experience ("Information") made available by Kissel + Wolf in writing, electronically or or orally must be kept strictly confidential from third parties, even after the end of the contract, as long as and to the extent that they are not demonstrably publicly known, and may only be made available in the Customer's own business to those persons who must necessarily be involved in their use for the purpose of fulfilling the contract and who are also obliged to maintain confidentiality. Without the prior written consent of Kissel + Wolf, Information in accordance with the above sentence may only be reproduced or otherwise used for the purpose of fulfilling the contract and not for any other purpose.
12.2 At the request of Kissel + Wolf, all information pursuant to clause 12.1 (including any copies or records made, if applicable) and all items provided temporarily or on loan must be returned to Kissel + Wolf immediately and completely or destroyed. Insofar as Information pursuant to clause 12.1 has been made available to Kissel + Wolf by third parties, this reservation of rights shall also apply in favour of these third parties.
12.3 Work results and products manufactured using documents designed by Kissel + Wolf, such as drawings, models and the like, or according to confidential information provided by Kissel + Wolf, may neither be used by the Customer himself nor offered or supplied to third parties.

13. Place of Jurisdiction, Applicable Law
13.1 Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this ALB is the business seat of Kissel + Wolf. However, Kissel + Wolf is also entitled to bring an action at the Customer's business seat.
13.2 This ALB are governed exclusively by the laws of Germany. The UN Sales Convention (CISG) is excluded.

14. Severability Clause
Insofar as the contract or these ALB contain gaps in the regulations, those legally effective regulations shall be deemed agreed to fill these gaps, which the parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these ALB if they had been aware of the gap.