1.1 These terms and conditions are the basis for all contracts of purchase (including contracts for work and services and excluding building contracts) as well as the corresponding SAP orders, which are placed by the Pfleiderer Group S.A. with the registered seat in Wroclaw (Poland) or its affiliated companies within the meaning of Sections 15 et seqq. German Stock Corporation Act [AktG] in its capacity as customer (German abbreviation: AG) / buyer / orderer. These Terms of Purchase shall therefore apply to all orders and legal relationships between the customer (AG) and the contractor (German abbreviation: AN), even if no reference was made to these Terms of Purchase either when the order is placed or at any other opportunity insofar as the contractor was aware, or should have been aware, of these from a previous business relationship or otherwise.
1.2 These terms and conditions shall apply exclusively towards entrepreneurs within the meaning of Section 14 German Civil Code [BGB].
1.3 In the event of a contradiction between this version and translations into foreign languages exclusively the German version is binding.
1.4 Contradictory terms and conditions that deviate from these or additional terms and conditions of the contractor shall neither be recognised by the customer, nor can these become a content of the contract. This shall also apply if the customer accepts the delivery or work service in the knowledge of the contradictory or supplementary terms and conditions.
1.5 Terms and conditions provided by the contractor shall only apply as an exception if the customer has explicitly declared in writing that it fully or partly agrees with such terms and conditions.
2. Order of rank
These shall apply to the type and scope of the services of both parties in the following order of rank:
- the provisions of the individual contract or the order
- the further contractual terms and conditions listed in the contract or the order as well as special and general technical conditions
- occupational, health and environmental protection regulations of the customer as well as the regulations of the customer with regard to quality, accident prevention, transport and plant safety and the conditions for the work of third party companies at locations of the customer (can be called in the internet under www.pfleiderer.com)
- these General Terms of Purchase for contracts of purchase, work supply and work and Services
3.1 The contractor has to precisely adhere to the if applicable previous enquiry of the customer in the offer and, in the event of deviations, to explicitly refer hereto.
3.2 The offer has to be made free of charge and shall not establish any obligations for the customer whatsoever.
3.3 No claim for the reimbursement of additional costs can be derived from the lack of knowledge of the local circumstances. The offer has to be made free of charge.
4. Order / acceptance of order / conclusion of contract
4.1 Orders shall require a written form (including SAP orders, fax and e-mail).
4.2 The written form shall also be adhered to with the transmission by means of electronic data transmission.
4.3 Oral collateral agreements relating to the order are only binding if these are confirmed by the customer in writing. This shall also apply to subsequent changes and supplementations.
4.4 The order is to be confirmed by the contractor or the order is to be rejected within 4 workdays. Insofar as the contractor and the customer maintain a permanent business relationship towards one another the order of the customer shall further be deemed as accepted by the contractor if, and as far as, the order has not been explicitly rejected by the contractor within 4 workdays.
4.5 An entire or partial forwarding of the services and work assigned to the contractor to third parties (subcontractors) shall require the prior written consent of the customer. The same procedure will apply with the awarding of contracts for partial services by subcontractors to a further company.
4.6 Orders, which the customer has transmitted by means of electronic data transmission, can be confirmed by the contractor in the same manner.
5. Delivery period
5.1 The dates stated by the customer on the order are binding and must be strictly adhered to as binding by the contractor - with the exception of cases of force majeure. If a delivery period has been agreed instead of a specific delivery date this shall begin to run from the day of the placement of the order by the customer (date of despatch).
5.2 The respective defined delivery date shall be deemed as the arrival or completion date.
5.3 Insofar as the contractor does not adhere to the agreed delivery dates and is responsible for this, the contractor shall be automatically deemed in default with the non-fulfilment upon expiry of the decisive delivery date without this requiring a separate reminder of the customer.
5.4 As soon as the contractor can foresee that it cannot satisfy its contractual obligations, not in full or not in time it has to report this to the customer without delay by stating the reasons and the expected duration of the delay or the extent of the non-fulfilment and to take all counter-measures that are deemed reasonable for it.
5.5 If the contractor is in default with the delivery of movable objects or if it is in default with the production and installation as well as the commissioning of immovable objects, such as machines that are to be firmly installed, complete machines and production plants and other devices it has to pay a contractual penalty per calendar day by which the date is exceeded of at least 0.2% of the net order amount, a maximum however of 5% of the net order amount. Section 341 Para. 3 German Civil Code shall not apply.
5.6 In addition, the contractor will be liable for the damages suffered by the customer as a result of the exceeding of the date, in particular due to production bottlenecks, order rejections and wage losses, for which the contractor is responsible, which exceed the contractual penalty that is to be paid. The customer is further entitled to immediately rescind the contract in case of a significant exceeding of the date (from 5 days).
5.7 The contractor can only refer to the omission of necessary documents that are to be supplied by the customer if it has not received these documents within a reasonable deadline despite a prior, written request .
6. Place of fulfilment, assumption of risk and costs
6.1 The delivery has to be made to the address named in the order.
6.2 The contractor will bear the responsibility for the precise compliance with the shipping regulations stipulated for it
6.3 The customer is entitled to refuse to accept shipments without it being deemed in default of acceptance hereby if no proper shipping documents are available on the day of receipt. The costs of the justified refusal of acceptance shall be borne by the contractor.
6.4 Until the hand-over to or until the acceptance by the customer the contractor will bear the risk of the accidental loss or an accidental deterioration. This shall also apply if a delivery ex works was agreed in an individual case, the shipment was to be carried out at the own account of the customer or Incoterms / other commercial clauses are applied.
6.5 The respective values determined by the customer are decisive for quantities and weights.
6.6 In case of interferences to operation, restrictions to operation that were as proven not the responsibility of the customer or were caused by slight negligence or other interferences owing to force majeure the customer is released from the timely acceptance of the ordered delivery or service as well as from their payment for the duration of the interferences, without the contractor being entitled to a claim for damages hereby.
7. Transport and shipping regulations
7.1 All services are principally deemed carriage paid to the stated shipping address including packaging and transport insurance if not otherwise agreed in writing in an individual case.
7.2 The contractor has to choose a suitable and reliable transport possibility in the interest of the customer and to send a dispatch note to the respective place of receipt.
7.3 The deliveries are to be packed to the extent that damages in transit are avoided.
7.4 An obligation to return packaging material as well as to assume packaging costs by the customer shall only be carried out if this was explicitly agreed in writing or is stipulated as mandatory by law. Incidentally the contractor undertakes, at the customer’s request, to take possible packaging materials back from the customer and to dispose hereof in accordance with the regulations at its own costs.
7.5 The contractor shall be liable for losses and damages, which are caused during the transport including the unloading until the acceptance in the place of receipt.
7.6 A delivery note or a verifiable proof of service as well as transport documents are to be enclosed with each service. Besides the shipping address the order details (order no., order date, place of delivery, recipient and material no.) are to be stated in the transport documents.
7.7 The costs incurred by the misrouting of deliveries shall be borne by the contractor insofar as the customer is not responsible for the misrouting of the transport.
7.8 The contractor is only entitled to make partial deliveries / services as an exception with the prior written consent of the customer.
7.9 Insofar as the transport is carried out at the account of the customer owing to a separate written agreement the most reasonably-priced transport possibilities for the customer are to be chosen.
7.10 The customer is entitled to alternatively also take receipt ex works of the contractor with the deduction of the costs associated with the transport / the transport insurance or to use a possibly existing own transport insurance if it announces this to the contractor in time. In this case the benefit and risk shall pass to the orderer with the acceptance.
7.11 The signing of the delivery note by the customer shall not represent a recognition of the delivered goods as being in accordance with the contract and shall not constitute an acceptance. Shipments, which cannot be taken over owing to the non-compliance with the shipping regulations, shall be stored at the costs and risk of the contractor, whereby the customer is entitled to determine the content and condition.
7.12 The contractor shall be liable for damages and shall assume the costs, which are incurred by the non-compliance with these shipping regulations by it or its sub-suppliers including the commissioned transport companies.
8.1 The contractor guarantees that the execution of its deliveries/services principally comply with the accident prevention and occupational safety regulations as stipulated by law as well as the generally recognised safety-related and occupational medicine regulations.
8.2 The contractor guarantees that the objects of contract feature the contractually agreed condition, are suitable for the envisaged intended purpose to an unlimited extent and are in an impeccable condition / are delivered or installed free of any fees, rights of lien or other obligations, do not exceed the stated consumption and comply with the statutory accident prevention regulations, the device safety law and the relevant legal regulations of the European Union that are applicable in the Federal Republic of Germany.
8.3 The contractor shall further assume warranty for the fact that the object of delivery complies with the generally recognised rules of technology, the applicable statutory and administrative authority provisions, the respective valid safety-related requirements and in particular the employee protection and accident prevention regulations. This warranty of the contractor shall also cover the parts produced by subcontractors.
8.4 The contractor moreover guarantees an impeccable, comprehensive documentation.
8.5 If the production and/or installation of a machine or a device respectively a full plant are carried out according to a separately agreed plan or special wish , the contractor will assume warranty for the fact that the object of contract fulfils the envisaged purpose and conforms to the law.
8.6 With the delivery of raw or auxiliary materials the contractor shall guarantees that the delivered goods have the contractually agreed quality and usability , further comply with the relevant DIN regulations as well as the statutory and official provisions that are applicable for their distribution and their use and do not breach rights of third parties.
8.7 All warranty shall also cover the parts produced by sub-suppliers of the contractor respectively component supplies of sub-suppliers.
8.8 The customer will report defects to the object of service to the contractor without unnecessary delay (complaints of defects), as soon as they are determined according to the conditions of a proper business flow. The obligation for the inspection and the report of defects with movable objects and raw or auxiliary materials will only begin when the delivery or the machine, etc. has been received or installed and is handed over ready for operation and is two weeks. An inspection and complaint obligation shall cease to apply for the customer for the event that a quality assurance agreement exists between the parties. The aforementioned regulations shall also apply for the event that Incoterms or other commercial clauses are applied.
8.9 The warranty rights and all other rights of the customer from the liability for defects for the service / the object of service shall remain unaffected both by the acceptance of the services by the contractor as well as in case defects were not reported or not reported in time.
8.10 In case of immovable objects such as firmly installed machines and plants an acceptance by the customer is necessary, which must only be carried out when the machine or plant has been properly installed, set up and is capable of operation. With regard to Section 640 Para. 2 German Civil Code the deadline set by the contractor must be at least 4 weeks. The deadline according to Section 640 Para. 2 German Civil Code shall not begin to apply if as proven the work had not been completed by the contractor when the deadline is set. In deviation from the regulations according to Section 640 Para. 2 German Civil Code the notification of at least one defect is not moreover required in order to prevent the occurrence of an acceptance fiction if the contractor is aware of an actually existing significant defect of the work when setting the deadline for the acceptance.
8.11 All changes with regard to the provided details, diagrams, dimensions, constructions, processing, material and technical properties of the ordered delivery made by the contractor without approval of the customer shall represent a faulty delivery or production of the object of contract and do not substantiate any approval and/or acceptance obligation.
8.12 The warranty period for deliveries of objects is 24 months, beginning from the hand-over or acceptance. In case of faulty deliveries the term of the warranty period is inhibited beginning with the appearance of the defect for the entire duration of the continued existence of the respective defect, i.e. until the successful conclusion of the subsequent improvement.
9. Remedy of defects
9.1 In the event of defects the customer is entitled to request, at its choice, either a subsequent improvement or a substitute delivery of fault-free objects of contract from the contractor.
9.2 Faulty objects of contract can be rejected before the hand-over.
9.3 If the object of contract has already been handed over then the faulty delivery is to be made available for collection and stored without delay at the contractor’s costs if a subsequent delivery of fault-free objects of contract is requested.
9.4 All costs of the subsequent fulfilment such as e.g. labour and material costs, in particular costs in connection with a necessary installation and disassembly of the faulty delivery due to the defect, as well as costs from all kinds of transport, shall be borne by the contractor. Possible exclusions or weakening of the contractor’s obligations according to the regulations of Section 439 Para. 3 German Civil Code in conjunction with Sections 445a, 475 Para. 4 and 6 German Civil Code will not be accepted by the customer and are invalid. The parts for which a complaint is made owing to the warranty shall principally remain available to the customer until they are replaced and will become the property of the contractor by the replacement. If the object of service is transported over the course of the subsequent fulfilment the contractor will bear the risk of the accidental loss and the accidental deterioration until the new hand-over to the customer.
9.5 If the service / the object of delivery is renewed completely, the warranty period will begin to apply once again, with a partial renewal this shall apply to the renewed parts.
10. Damages for defects and consequential damages due to defects
10.1 If a subsequent improvement or substitute delivery is not possible or not possible in time or if it fails, at the choice of the customer, reduction, take-back of the delivery and/or damages can be requested.
10.2 After the unsuccessful expiry of a properly set deadline for subsequent fulfilment the customer is also entitled to carry out the remedy of the defects itself at the contractor’s costs.
10.3 The subsequent fulfilment shall be deemed as failed after the first unsuccessful attempt.
10.4 If a faulty delivery is only determined after the further processing with the delivery of raw and auxiliary materials the contractor will also be liable for the thus suffered damages.
10.5 The contractor moreover undertakes to assume the costs for all installation and disassembly costs that are a result of the defect to the delivery/ service.
11. Tests and material proof, CE mark and risk assessment
11.1 If tests are envisaged for the object of delivery the contractor will bear the material and its personnel costs. The customer will bear its personnel costs.
11.2 The contractor has to report the readiness for testing to the customer at least one week in advance in writing and to agree upon a test date with the customer. It the object of delivery is not presented on this date the personnel testing costs shall be charged for the expense of the contractor.
11.3 If repeat or further tests are necessary as a result of determined defects the contractor shall bear all material and personnel costs for this purpose.
11.4 The contractor will bear the material and personnel costs for the material proof of the primary materials
11.5 According to the applicable EU Regulations (Article 31 of the Regulation (EC) Np. 1907/2006 (REACH Regulation )) suppliers of hazardous substances or mixtures have therefore to make a safety data sheet available to the buyer. The supplier undertakes with each delivery of a substance/mixture, irrespective of its hazardous properties, to send a current safety data sheet (pursuant to the Regulation (EC) No. 1272/2008) to the customer (electronically).
11.6 Insofar as the contractor is the manufacturer of a technical product, to which one or more of the EU Directives apply owing to its type or condition, it is to be examined at its own responsibility pursuant to the applicable EU Regulation 765/2008 which EU Directives are to be applied with the production, to draw up an EU declaration of conformity and to issue the product with the CE mark before this is brought into circulation or put into operation for the first time. All Directives that are to be applied are to be taken into consideration. The contractor undertakes to only bring the product into circulation and to have it put into operation by the contractor if it complies with the provisions of all Directives that are currently applicable and as far as the assessment of conformity has been carried out pursuant to all applicable Directives.
12. Insurances and liability provisions / compliance with statutory regulations
12.1 The contractor shall be liable for all damages, which are caused at the customer by it or its authorised agents insofar as it is responsibility for this, unless a liability without fault is envisaged by law.
12.2 In addition, the contractor will be liable with the execution of all work, also with the execution by its authorised agents for the fact that the accident and fire prevention, occupational safety and environmental protection regulations, in particular applicable for the customer’s plants as well as the respective applicable courtyard regulations and the conditions for third party companies in Pfleiderer-plants are complied with.
12.3 The contractor shall indemnify the customer from all claims for damages of third parties, also from instructions of supervisory authorities, etc.. which are asserted in connection with its contractually owed delivery or service.
12.4 At the customer’s request it has to prove to the customer sufficient coverage by liability insurance.
12.5 The contractor as well as agents authorised by it have to ensure the careful and secure storage of the property brought into the operational plants of the customer. The customer will not be liable for damages to its property or for a loss insofar as permitted by law.
12.6 Claims of the contractor against the customer for damages, in particular also those from a culpable breach of contract, negligently committed illicit act and consequential damages are excluded insofar as permitted by law. Excluded from this are wilful intent or gross negligence as well as cases of mandatory statutory liability and the breach of an essential contractual obligation. In cases of gross negligence or with the breach of essential contractual obligations the liability of the customer is, however, limited to the foreseeable damages that are typical for the contract.
13. Scope of order
13.1 The customer reserves the right and is entitled to reduce or extend the scope of order as well as to request changes to the type of execution of machines and plants, in particular owing to new technical knowledge, insofar as this represents an improvement for it as well as changes to the location of the delivery or the installation without claims for damages being established for the contractor due to this.
13.2 Such change requests of the customer will be examined by the contractor within ten calendar days for their possible consequences and the customer will be informed of the results in writing, whereby over the course of which in particular the implications on the technical execution, the costs and the time schedule are to be demonstrated.
13.3 Negotiations are to be conducted regarding reasonable compensation for cost increases and/or delays in delivery arising as proven through the change requests of the customer.
The contractor will report changes/extensions to the scope of delivery / services as well as additional quantities, which prove to be necessary with the execution to the customer in writing without delay. Their execution shall require the prior written consent of the customer.
14. Price calculation
14.1 The prices stated in orders are maximum prices, which shall remain binding in case of price increases occurring in the meantime. Price increases and excess deliveries will only be accepted with the invoice if the customer has declared its written consent before receipt of the invoice. Otherwise an invoice will be reduced.
14.2 Should the contractor reduce its prices and/or improve the conditions during the time between the order and delivery the prices and conditions that are applicable on the day of the delivery shall apply.
15. Invoice and payment; default of payment
15.1 Payments of the customer shall be made after receipt of the delivery / invoice net
- within 14 days with 3% cash discount
- within 30 days with 2% cash discount
- within 60 days without cash discount
If the receipt of the delivery and invoice diverge then the payment deadline will only run from the time, from which both the goods as well as the invoice have been received.
15.2 Invoices without details of the order number can be rejected.
15.3 In case of reports of defects the customer is entitled to retain 3 times the amount of the expected costs of a subsequent improvement or substitute delivery until the full fault-free delivery or production.
15.4 The contractor can only assign claims to third parties with the written consent; this shall also apply to an assignment within the scope of a factoring contract. If an assignment is carried out without our consent then the customer is entitled to cancel the contract. Section 354a German Commercial Code [HGB] shall remain unaffected.
15.5 If insolvency proceedings are opened or applied for against the contractor the customer is also entitled to cancellation.
15.6 A ban on offsetting exists for the contractor against the claims of the customer with the exception of undisputed / final and binding determined counter-claims.
15.7 A payment shall not mean any recognition of conditions and prices. The time of the payment shall have no influence on the warranty of the supplier or other rights from the faulty condition of the service. Under no circumstances does a payment of the customer without reservation represent a simultaneously thus expressed recognition either of the contractor’s service as being in accordance with the contract.
16. Reservation of title
16.1 The customer exclusively accepts reservations of title in a simple form
16.2 The property shall pass to the customer with the payment of the invoice already, also if justified deductions are made from the amount.
16.3 All reservations of title in an extended or prolonged form are explicitly objected to.
17.1 Drawings, models, tools, documents and similar items, which are made available or paid by the customer for the execution of an order, shall remain or become its property and the contractor will be liable for their loss or their damage or improper use until the proper and full return.
17.2 In case of processing of material that is owned by the customer the property to the new object will be directly assigned to the customer. In case of processing with other goods not belonging to the customer the co-ownership to the new object will pass to the customer in the ratio of the value of the reserved goods to other processed goods at the time of the processing.
17.3 Materials, which are owned by the customer are to be explicitly marked immediately after the acceptance by the contractor and to be stored separately from identical or similar material. These materials, which may only be used within the scope of the envisaged production, may not be disposed over in any other manner.
17.4 Tools for special parts as well as tools, which are created by the contractor at the customer’s costs, may only be used for the respective orders of the customer, whereby the contractor is obliged to insure these against damage/ loss.
If assemblies, maintenance, inspections, repairs, etc. are carried out in the work of the customer, the conditions for the work of third party companies at locations of the customer or its affiliated companies shall apply hereto (can be called under www.pfleiderer.com).
19. Industrial property rights
19.1 The contractor guarantees that no patent or other industrial property rights of third parties are infringed by the objects delivered by it.
19.2 The contractor shall indemnify the customer from all obligations, liability, losses, clams for damages including costs and expenses, which arise from a claim or from lawsuits owing to an infringement of patents or all other industrial property rights for which it is responsible.
19.3 If such claims are asserted against the customer the contractor will conduct the legal defence at its costs and indemnify the customer from all claims of third parties in the internal relationship, no matter of what kind.
19.4 Should such claims be asserted against the contractor it will notify the customer hereof in writing without delay and provide the customer the necessary information at its costs.
19.5 In case of an infringement of industrial property rights of third parties the contractor will, at the customer’s request, either obtain a right of use for the relevant delivery or service or modify the delivery or service to the extent that rights of third parties are not infringed.
20. Non-disclosure obligation
20.1 The contractor undertakes to exclusively use business and trade secrets, which were entrusted in its care or of which it has become aware owing to the business relationship , for the execution of the respective contract as well as not to exploit these for the duration and after the termination of the contractual relationship and to keep these secret towards third parties.
20.2 The publications of the name of the company/ the trademark of the customer for advertising purposes or within the scope of the mentioning of references, etc., is only permitted after obtaining the prior written consent.
21. Minimum wage
21.1 The contractor assures that it shall fully comply with and adhere to all respectively applicable statutory and contractual regulations relating to the minimum wage, currently regulated in the German Minimum Wage Act (MiLoG).
21.2 The contractor assures that it will remain informed up-to-date regarding all possible industry-specific, negotiated minimum wages and will comply with these to an unlimited extent.
21.3 The contractor undertakes to ensure that used subcontractors and their subcontractors shall respectively pay the statutory minimum wage or the industry-specific, negotiated minimum wages to the respectively assigned employees.
21.4 The contractor shall further ensure that even with possible assignments of companies with the registered seat outside of the Federal Republic of Germany, insofar as the services are provided within the sovereign territory of the Federal Republic of Germany, the respectively assigned persons will be paid the statutory minimum wage or the industry-specific, stipulated minimum wage.
21.5 The contractor undertakes to carry out a conscientious control of the compliance with these regulations by the executing service provider, which are used as subcontractors.
21.6 The contractor undertakes in case of possible breaches or infringements of the aforementioned obligations to indemnify the customer from all claims of third parties, in particular for each possible case of a possible violation of the law from claims for compensation of third parties in the internal relationship, in a legally binding form and to compensate all thus suffered damages.
21.7 The customer is entitled in case of breaches of the contractor of the aforementioned obligations to end possibly existing contractual relationship extraordinarily for good cause without stating any further reasons or to place the order with another party. Possible additional costs incurred hereby shall be for the expense of the contractor.
22.1 In the event of the use of contractors by the contract, as approved by the customer in writing, the specific services are to be named, which are awarded as contracts to subcontractors. The contractor shall assume the responsibility for the fact that the used subcontractors shall comply with the regulations under labour safety law, in particular the applicable trade association regulations as well as further regulations and rules stipulated by the customer and document this in a brief protocol. The customer shall receive a copy of this protocol.
22.2 Each subcontractor has to obligate by contract to hand over to the contractor the necessary certificates of the most recent date of the Inland Revenue Office, the responsible social insurance funds and the trade association as well as – if necessary – work permits for presentation to the customer.
22.3 The contractor has to impose all obligations on the subcontractors with regard to the tasks assumed by them and to ensure that these are complied with, which it has assumed towards the customer.
22.4 The contractor may not prevent its subcontractors from concluding contracts with the customer concerning other deliveries/services. In particular exclusivity agreements with third parties are not permitted, which prevent the customer or the subcontractors from procuring deliveries/services, which the customer itself or the the subcontractor requires for the processing of such orders. The customer is entitled to reject a certain subcontractor for an important reason. This shall in particular apply if there are justified doubts about the necessary experience or qualification or that . Labour safety/ environmental protection provisions are not complied with. The contractor undertakes in these cases to ensure a qualified substitute without delay. Delays caused due to a rejection shall be for the expense of the contractor. If the contractor uses workers as subcontractors without a prior written consent or if the contractor breaches the obligations according to these provisions then the customer is entitled to cancel the contract and/or to request damages owing to non-fulfilment.
23. Force majeure
23.1 Force majeure is each event beyond the control of the supplying contractual party, through which it is prevented from fulfilling its obligations in full or in part, including fire damages, flooding, strikes and lawful lockouts as well as interferences to operation or official dispositions which were not its fault.
23.2 In cases of force majeure the contractor is only released from the obligation to the delivery for the duration and in the scope of the implication if it informs the customer without delay of the existence of the force majeure event and proves and substantiates the existence hereof.
23.3 The contractor must make every effort to remedy the force majeure or to alleviate the detrimental implications of the force majeure on the customer. The contractual partners will coordinate about the further procedure with the occurrence of force majeure and if applicable stipulate whether follow-up deliveries are to be carried out. Irrespective thereof each contractual partner is entitled to cancel the affected orders if the force majeure continues for more than 4 weeks after the agreed delivery date.
24. Other provisions
24.1 Should one or more provisions of the aforementioned terms and conditions be or become legally invalid or unworkable this shall have no effect on a validity of the other provisions and the provisions of the contract on the whole. Possibly invalid provisions will be replaced by new regulations, which shall have the same commercial success as their objective. The same shall apply to the regulation of loopholes in the contract.
24.2 Insofar as provisions have not become a part of the contract the content of the contract shall then be oriented insofar to the statutory regulations.
24.3 The place of performance is the location of the shipping address or the location at which the service is to be carried out.
24.4 These General Terms of Purchase as well as all individual contracts concluded by including these General Terms of Purchase are exclusively subject to the law of the Federal Republic of Germany and will be interpreted based on German laws and case law of the German jurisdiction as well as of the European Court of Justice. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) as well as the German International Private Law is excluded
24.5 The sole place of jurisdiction for all disputes arising from these terms and conditions in conjunction with the respective contractual relationship / the respective order, including those from bill of exchange, cheques and other deeds, is Nuremberg.