General Terms and Conditions (GTC)

The SunBrush mobil GmbH General Terms and Conditions as described above are hereinafter referred to as GTC. SunBrush mobil GmbH is referred to as Manufacturer. Authorized dealers, end customers and commercial agents with whom legal transactions in the sense of sales contracts are concluded are referred to below as Customer, Buyer, Commercial Buyer or Purchaser. SunBrush mobil GmbH trades in self-manufactured machines, the associated spare parts and accessories as well as purchased commercial products and services that the Customer buys from SunBrush mobil GmbH. SunBrush mobil GmbH delivers its goods to Customers all over the world.

§ 1 Scope of Application

These GTC apply to transactions with companies, legal entities under public law or special funds under public law within the meaning of § 310 (1) German Civil Code (BGB).
They also apply to transactions with private persons.
They also apply to transactions with all legal entitles as defined in the German Civil Code (BGB) and German Commercial Code (HGB). In general the law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Foreign laws of any kind do not form the basis for legal transactions undertaken or to be undertaken.
The place of jurisdiction of SunBrush mobil GmbH in Germany shall apply.
Place of fulfillment for all contractual obligations is the company head office in 87760 Lachen, Germany.
All agreements reached between the parties for the execution of the contract are set out in writing in the respective purchase contract.
These GTC shall apply in their respective version, also for all future contracts for the delivery of goods and subsequent deliveries between the parties in an ongoing business relationship, without the need for renewed inclusion of or reference to the GTC after the initial agreement.
The Manufacturer shall publish any new version or amendment of the GTC on its homepage. The Customer expressly agrees to obtain information about changes to the GTC on the homepage. The latest GTC shall be sent to the Customer digitally with each purchase order together with an order confirmation.
The GTC have exclusive applicability. Deviating, conflicting or supplementary general terms and conditions of the contract partner shall only become part of the contract if and insofar as the Manufacturer has expressly agreed to their validity. This requirement for consent shall apply in all cases even, for example, if the Manufacturer carries out the delivery to the contract partner without reservation in the knowledge of the contract partner's general terms and conditions.
Each provision of the GTC is valid in its own right.
References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.
Contracts between Manufacturer and Customer shall generally only be effective in the form in which a written order acceptance has been concluded. Managing directors of the Manufacturer may also effectively conclude contracts in verbal form.

§ 2 Offer and Conclusion of Contract

For each purchase order placed by the Customer, the Manufacturer shall send the Customer an order confirmation in accordance with the offer submitted. The legal transaction then becomes valid with this confirmation. The Customer bears sole responsibility for checking the order confirmation. The Customer must compare it with the purchase order and the corresponding offer and inform the Manufacturer immediately of any discrepancies. The Manufacturer assumes no liability if incorrect deliveries are made due to an unchecked and therefore incorrect order confirmation. The Customer shall have only the right to a new delivery.
Offers from the Manufacturer are without obligation. They represent only an invitation to the Customer. A binding offer is made with the purpose of concluding a joint contract and thus of concluding a purchase.
An offer shall be valid in both verbal and written form. Offers are valid for 4 weeks, unless a different period has been explicitly agreed in writing. The validity period shall be extended in the event of any changes requested by the Customer.
If a purchase order is to be regarded as an offer accepted by the Customer in accordance with § 145 BGB (German Civil Code), this will be checked and accepted by the Manufacturer within 4 weeks or rejected on the basis of defined contractual regulations and/or feasibility.
The purchase order received from the Customer, whether in writing and verbally, shall be binding if the Manufacturer returns it within 4 weeks with an order confirmation.
The products and services described in the offer and in the Manufacturer's order confirmation correspond to the current state of the art. The delivery by the Manufacturer in the offer with attached product descriptions and information as a whole may deviate from the actual product in type and scope. In case of doubt, the Customer must obtain additional or new information from the Manufacturer. The Manufacturer accepts no liability for damage caused by improper handling of the goods, as regular training courses are offered by the Manufacturer on the current state of the art with regard to the product portfolio and the Customer is obliged under the dealer contract to attend training courses at regular and irregular intervals.
Descriptions and illustrations of the Manufacturer's goods or purchased parts and components are only approximate. The Manufacturer reserves the right to make necessary changes to the subject of the contract due to technical progress or rationalization as well as design changes at any time to the extent customary in the trade. Customary deviations in color, weight, etc. are always reserved. In the event that the change to the subject matter of the contract goes beyond the customary scope and is also unreasonable for the Customer, the Customer shall have the right to withdraw from the contract; the Customer may exercise this right in writing 1 week after receipt of a corresponding notification or order confirmation from the Manufacturer. After the one-week period, cancellation of the contract is no longer possible and the Customer undertakes to accept the ordered goods.
The contractually binding acceptance of an ordered product shall also apply if there are significant changes to the product in the sense of an improvement or further development between the time of the order and the delivery of the goods and, if applicable, the product represents an improved new development.

§ 3 Retention of Title and Transfer of Work Equipment and Documents

The Manufacturer retains the title and copyrights to submitted documents, in particular drafts, drawings, sketches and illustrations which were made available to the Customer by the Manufacturer in the course of the cooperation. This applies equally to written and digitally provided documents, work equipment or information. This work equipment and information may not be copied or made accessible to third parties without the Manufacturer's consent.

§ 4 Execution of the Contract, Prices, Payment and Default

The Manufacturer's sales prices (list prices) valid at the time of conclusion of the contract shall apply; current list prices plus VAT in domestic German trade.
If no fixed price agreement has been made in writing, the Manufacturer's prices and price adjustments shall apply.
The packaging, logistics and administration required for the provision of the goods shall be invoiced separately based on time and material.
Individual agreements and price reductions or discounts, payment agreements or rebates shall only apply insofar as the Manufacturer and the Manufacturer’s representatives have confirmed them to the Customer in writing when accepting the order. The Manufacturer's list prices offered to the Customer shall generally apply as the purchase price without any deduction.
Payment of the purchase price by the Customer directly or by a bank commissioned by the Customer must be made exclusively to the account specified by the Manufacturer.
The Manufacturer's latest valid list prices and terms of payment shall always apply. As contract partner, the Customer must regularly obtain the latest information from the Manufacturer. The Customer shall be fully liable for incorrect pricing to end customers.
The Customer shall automatically be in default with payment of the purchase price 14 calendar days after the date of the Manufacturer's invoice. Default shall apply to the invoice amount even if the Customer discovers defects in the delivered goods. The Manufacturer guarantees immediate subsequent delivery and/or rectification of the defects upon receipt of a notification of such defects. Defects in delivered goods therefore have no influence on default of payment and do not restrict the terms of payment.
Payments must be made in euros.
The costs of payment transactions shall be borne by the Customer. This also applies to exchange rate losses.
The Customer must always pay the purchase price. Retentions or offsetting of any kind are not permitted. The Customer shall only have a right to retention of outstanding payments and a right of offsetting insofar as the Customer’s counterclaims are undisputed or have been legally established.
In the event of default, the Manufacturer shall charge the Customer 8 percent default interest above the discount rate of the Deutsche Bundesbank on the outstanding invoice amount. The right to assert higher damages due to default shall remain unaffected by this provision.
The right to assert higher damages due to default or consequential damages shall also remain unaffected. If circumstances become known to the Manufacturer after the conclusion of the purchase which give rise to doubt about the payment and indicate an associated risk of consequential damages, the Manufacturer can rescind or cancel the legal transaction in whole or in part and, if necessary, demand the return of goods already delivered to the Customer. In this context, the Manufacturer shall also have the right to demand advance payment from the Customer before delivery or the provision of securities to the value of the invoice amount.
The right of simple and extended retention of title shall apply.
The following specific terms of payment currently apply:
1. In the absence of any separate agreement, payments shall be made without deduction as follows:
  1. 50% down-payment when the goods are ordered,
  2. 50% after notification of completion and availability by the Manufacturer and before delivery to the Customer.
2. Payments by the Customer shall always settle the oldest claims due.
3. Other means of payment such as bank transfer, e.g. cash or transfer to other accounts not specified on the invoice, shall only be accepted by the Manufacturer on account of payment.
4. All payments are to be made free of charge; bank, discount and collection charges shall be borne by the Customer. Payments by bill of exchange shall require prior agreement.
5. Each partial delivery is a separate transaction and may be invoiced separately.
6. The Customer may neither withhold payments nor offset them against payment obligations due to a counterclaim that is disputed by the Manufacturer or which has not yet been legally established.
7. If the Customer is more than 10 days in arrears with a payment or if there are reasonable doubts about the Customer's ability to pay after conclusion of the contract, the Manufacturer may, at its discretion, demand either cash payment of all outstanding claims, instant bank transfers or the provision of securities to the value of the invoice amount. Until this demand has been met, the Manufacturer shall not be obliged to make any further deliveries under current contracts.

§ 5 Terms of Delivery

The start of the delivery period specified by the Manufacturer presupposes the timely and proper fulfillment of the Buyer’s obligations.
This includes:
1. Timely payment for the ordered goods,
2. Submission of all documents and information requested by the Manufacturer necessary for the fulfillment of the contract.
The objection of non-fulfillment of the contract on the part of the Buyer is not relevant.
An agreed delivery date shall be deemed to have been met if the delivery item has left the Manufacturer's factory or has been notified to the Customer as ready for dispatch by the end of the delivery period.
Compliance with the delivery deadline presupposes fulfillment of the agreed advance payment obligations by the Buyer – down-payment of 50% on receipt of the order confirmation.
In the event of a delay in delivery in accordance with the above provisions, a new delivery and installation date shall only be binding after written confirmation by an authorized representative of the Manufacturer. The same shall apply to cases in which the date has become non-binding due to statutory regulations or due to incorrect behavior of the contract parties.
The Customer may not claim a delay in delivery:
1. If the Manufacturer is and was unable to deliver the ordered goods or make them available for collection at the agreed time due to circumstances beyond his control, such as delivery bottlenecks from suppliers or illness of his staff or force majeure.
2. This also applies to shortcomings attributable to the Customer, its operational situation or to customs and import regulations or political unrest in the country of the Customer's company headquarters.
3. In the event that delivery by the Manufacturer is made unreasonably difficult or impossible by force majeure or other events (e.g. operational disruptions, strike, lockout, shortage of raw materials, traffic disruptions), regardless of whether they occur at our premises or those of other suppliers, and the Manufacturer is unable to make timely delivery even by exercising due care or by reasonable efforts, delivery dates shall be postponed or delivery periods extended by the duration of the disruption. If the disruption lasts longer than 3 months, each party to the contract shall be entitled to terminate the contract in writing. In the event of termination, the Manufacturer's costs for the work already carried out, including materials, shall be reimbursed.
On request by either party, the other party must declare at the end of the 3-month delay period whether or not it wishes to adhere to the contract. The parties undertake to explore all possibilities to fulfill the agreed contract, even if this requires reasonable restrictions or additional expenses for the individual parties. Fulfillment of the contract therefore has the highest priority.
The Manufacturer undertakes to inform the Customer immediately in writing of the occurrence of any delay. The same applies to the cessation of the delay.
If the Manufacturer is responsible for exceeding the delivery date, the Customer may withdraw from the contract after setting a reasonable grace period of 3 months in writing and this grace period has expired fruitlessly.
Claims for damages due to failure to meet an agreed delivery deadline shall lead to claims for damages against the Manufacturer only if the Manufacturer or its vicarious agents can be proven to have acted with intent or gross negligence. This shall not apply if a commercial transaction for delivery by a fixed date has been concluded. The statutory burden of proof regulations remain unaffected.
The delivery period begins with the date of the final technical clarification of the order and not with the placement of the purchase order.
If the Manufacturer is in default with delivery, liability shall be limited only to cases of intent or gross negligence. The compensation for delay amounts to a maximum of 1% of the delivery value.
The Customer's notification of delayed delivery must be sent to the Manufacturer by registered letter.
The Customer bears full responsibility for the delivery of the goods to his place of business. The Manufacturer shall only make the ordered goods available for collection at the production site in Lachen after completion.
Delivery means without limitation the provision of the goods for collection at the Manufacturer's production site. The Customer assumes full responsibility and liability for any acceptance and onward transportation of the goods from the Manufacturer's plant (passage of risk and burden).
If the Manufacturer offers shipping and the organization of logistics and shipment to the Customer as a service after notification of completion for collection and the Customer orders this, liability for late and damaged delivery up to loss of the goods shall remain with the Customer. The Manufacturer organizes the logistics and hands over the ordered goods (passage of risk) to the contracted logistics company. The Customer may only take recourse against the forwarding agent and transport logistics company commissioned with his consent. This also applies if the Customer knew only of the existence of about logistics companies by commissioning the Manufacturer to organize the shipment of the goods. In this case, the Manufacturer acts to the best of its knowledge and belief on behalf of the Customer and therefore has no direct influence on the shipping of the goods, the customs clearance and the import to the respective Customer and operator location after the goods leave the Manufacturer's location in Lachen.
If the Customer is in default with acceptance of the goods or culpably violates other obligations to cooperate, the Manufacturer shall be entitled to claim the damages resulting from the delay from the Customer. Insofar as the circumstance of default of acceptance exists, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer at the time at which he is in default of acceptance. Default of acceptance generally applies if the ordered goods are available at the Manufacturer’s site for more than two weeks after notification of completion and readiness for collection. Any storage and logistics costs incurred as a result shall be borne in full by the Customer.
If a Customer does not accept the goods provided two months after notification of completion and readiness for collection, the Manufacturer may sell the goods to other customers in order to avoid further damages. This shall not entitle the Customer to claim damages; the Customer shall then only have the right to place another order with the Manufacturer with new delivery deadlines.
This shall not affect further legal claims and rights of the Customer in the event of delayed delivery.
With the exception of pallets (returnable), the Manufacturer will not take back any packaging in accordance with the German Packaging Ordinance.

§ 6 Delivery, Passage of Risk, Acceptance

Delivery is made ex works Lachen, which is also the place of performance. The goods can also be shipped to another destination at the Customer's request and expense. Unless otherwise agreed, the Manufacturer shall be entitled to determine the type of shipment after clarification and commissioning by the Customer (service provision). The organization of the delivery of goods is a new legal transaction and is not related to the original purchase order for the goods.
The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer or commissioned forwarding agent at the latest upon handover. Specifically, when the Customer commissions the Manufacturer to organize the shipment, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass to the forwarding agent, the freight carrier or the person or institution otherwise designated to carry out the shipment upon handover of the goods. Acceptance of the goods shall take place at the Lachen plant prior to handover. It is the decisive factor for the passage of risk. If the Buyer is in default with acceptance, this shall be deemed equivalent to handover or acceptance.
The goods shall be accepted at the Manufacturer's factory for the Customer, in the presence of the Customer or de facto by means of complete documentation by the Manufacturer on the 100% function of the goods. All functions of the goods and all components are thereby tested at the factory. The Manufacturer provides the Customer with the documents, commissioning videos, delivery and handover protocol, quality certificates, statutory product documentation, operating instructions and instructions for use necessary for the technically correct and safe use of the goods. The documentation described enables the Customer to determine the perfect condition of the machines and components as well as purchased parts, even if he or his representative does not inspect and accept the goods at the Lachen factory.
Insofar as the Customer wishes for commissioning to be carried out on his own premises, this shall not affect the passage of risk and the acceptance of the goods ex works Lachen. Commissioning on site with, for example, the Customer's carrier vehicles is a separate service provided by the Manufacturer and requires individual work and services.
If goods have been delivered with demonstrable defects, the Manufacturer undertakes to provide a replacement at the Customer's operating site within 6 months of receipt of delivery. Upon request, the Manufacturer may demand that the Customer return the goods to the Manufacturer's factory in Lachen at the Customer's expense. In this case, the Customer must provide all documentation of the defect required by the Manufacturer, such as photos or product films. If the inspection of the defective goods reveals an operating error on the part of the Customer or improper handling of the delivered goods, the Customer's claim for replacement shall lapse. In this case, the Customer shall no longer have any claim for defects and must accept the delivered replacement goods and bear the resulting costs incurred by the Manufacturer in full.
Deviations of the goods in terms of dimensions, quality and DIN/EN or applicable regulations are permissible, provided that they do not impair the quality and safe use of the goods.
Transport and risk insurance requested by the Customer for the safe shipment of the goods to the respective place of use must be organized and paid for by the Customer.

§ 7 Warranty

The statutory provisions, the contracts concluded, the provisions of the GTC and the law of the Federal Republic of Germany shall apply to the rights of the Customer in the event of material defects and defects of title in the purchased goods, unless otherwise specified below. In all cases, the special statutory provisions for final deliveries of the goods to a consumer (supplier recourse pursuant to § 478, 479 BGB) shall remain unaffected.
The assertion of claims for defects by the commercial Customer presupposes that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB.
The limitation period for claims for defects is 12 months from the Manufacturer's notification of completion and readiness for collection.
The Customer undertakes to use the products supplied by the Manufacturer only after installation, completion of training and instruction by the Manufacturer. The Manufacturer shall not be liable for damage caused by improper or incorrect use of the product prior to installation, completion of the product-specific training and instruction in the machine technology prior to commissioning. The Customer bears the burden of proof that the products were already improper and faulty before use of the product, before installation, before completion of training and instruction. The Customer is also obliged to prove that the damage was not caused by him, but that the damage is attributable to the Manufacturer's defective product.
The Customer shall be liable without limitation for claims for damages in the event of intent and gross negligence as well as injury to life, body and health attributable to an intentional and negligent breach of duty by the Customer; the statutory limitation period shall apply.
Claims for defects shall not exist:
1. In the event of only insignificant deviations from the agreed quality of the goods,
2. In the event of an only insignificant impairment of serviceability,
3. In the case of natural wear and tear,
4. In the event of damage caused after the passage of risk to the Customer by incorrect or negligent handling, excessive use, unsuitable operating materials or additional equipment, inadequate operating conditions or special extraordinary external influences,
5. In the case of damage that does not prevent the faultless use of the goods according to the contract.
Claims for defects shall also not exist:
1. If improper repair work has been carried out on the goods by the Customer or third parties,
2. If spare parts not approved by the Manufacturer are used,
3. If third-party attachments and modifications have been carried out, and
4. If the goods have been used for purposes other than those for which they were intended.
5. This also applies to commissioning by untrained and uninstructed personnel.
Claims for defects in purchased goods must always be based of the Manufacturer's current technical status. In case of doubt, the Manufacturer's latest information shall always be decisive.
Consequential damages may only be claimed if the conditions of the notification of defects are fully undisputed and recognized by the Manufacturer. It is the Customer's responsibility to ensure that consequential damage resulting from a detected defect is avoided immediately and that the use of the goods sold is discontinued immediately until the defect has been rectified. Consequential damages can therefore only be claimed immediately on discovery of the defect and not as a result of the continued use of the goods despite the discovery of the defect. Consequently the Manufacturer's liability shall initially be limited to the direct defect and can only be extended to consequential damage in the case described.
The Manufacturer may refuse to remedy defects as long as the Customer has not fulfilled his payment obligations.
The Manufacturer must be given the opportunity by the Customer to inspect the claimed defect on site. The Manufacturer shall have the right 3 attempts to remedy the identified defect. If this fails, the Customer shall have the right to return the delivered goods to the Manufacturer and demand a refund of the purchase price and the costs incurred.
Claims for defects shall expire 1 year after the passage of risk on delivery ex works Lachen.
Before the Customer can assert further claims or rights (withdrawal, reduction of the purchase price, compensation or reimbursement of expenses), he shall be obliged on the grounds of the purchase contract to first give the Manufacturer the opportunity for subsequent performance within a reasonable period of time. If subsequent performance fails despite at least three attempts, if the Manufacturer refuses to provide subsequent performance or if subsequent performance is not possible, the Customer may withdraw from the contract or reduce the purchase price by an appropriate amount in relation to the defect (reduction of purchase price).

§ 8 Claims for Damages

The Manufacturer shall be liable for damages - irrespective of the legal grounds - only in the event of intent and gross negligence. In the case of simple negligence, the Manufacturer shall only be liable:
1. For damages resulting from injury to life, body or health,
2. For damages arising from breach of a cardinal contractual obligation; in this case, however, liability shall be limited to compensation for foreseeable, typically occurring damages.
The limitations of liability shall not apply if the Manufacturer has fraudulently concealed a defect. The same applies to claims by the Customer under the German Product Liability Act.
If the Manufacturer is entitled to claim damages for non-performance, this shall not prejudice the possibility of claiming higher actual damages. The Manufacturer may demand the amount of 15% of the purchase price of the delivered goods as compensation from the Customer. In this case, the Customer can only avert the Manufacturer's claim if he can prove, in a verifiable and undisputed manner, that no damage was incurred at all or that the damage was significantly lower than the claimed lump sum.

§ 9 Retention of Title

The Manufacturer retains title to the delivered goods until all payments arising from the business relationship with the Customer have been received. This applies also to all future deliveries to the Customer. The retention of title to the delivered goods thus also secures claims against the Customer from contracts that do not relate to the delivered goods.
In general, the Manufacturer may take back the delivered goods if the Buyer acts in breach of contract.
The retention of title always corresponds to the delivered goods and the value of the gross invoice issued by the Manufacturer.
The retention of title shall apply irrespective of any parallel existing transactions of claims and liabilities between Customer and Manufacturer.
The Manufacturer acts within the meaning of § 950 BGB without any obligation on the part of the Manufacturer. The goods shall be regarded as reserved goods.
Should the extended retention of title not have become part of the contract due to contradictory general terms and conditions of the Customer, delivery shall alternatively be made under simple retention of title.
If the reserved goods are processed, combined or mixed with other goods such as carrier vehicles or components of the Customer, the Manufacturer shall be entitled to co-ownership of the new item/goods on a pro rata basis. The amount is determined by the ratio of the legal value of the reserved goods to the legal value of the other goods used.
If the Manufacturer's title expires as a result of combination or mixing with other goods, the Customer hereby assigns to the Manufacturer the title rights to which the Manufacturer is entitled to the new stock or item to the extent of the invoice value of the reserved goods (Manufacturer's invoice value).
The Customer may sell the delivered goods only in the normal course of business as long as he is not in default of payment to the Manufacturer. The Customer shall not offer the goods as security vis à vis third parties before full payment has been made to the Manufacturer.
Upon conclusion of the purchase contract between Customer and Manufacturer, the Customer assigns to the Manufacturer, by way of security, the full amount of the claims against his customer arising out of the sale or on any other legal grounds, together with all ancillary rights. The Customer shall remain entitled to collect the claim as long as he is not in default of payment to the Manufacturer. In the event of seizure, confiscation or other dispositions by third parties, the Customer must notify the Manufacturer immediately, enclosing all documents (seizure reports, etc.).
The Buyer may not assign the purchase order and claim to third parties.
The Customer must inform the Manufacturer immediately of any seizure or other impairment of the reserved goods by third parties.
The Customer is obliged to keep the goods in proper condition for the duration of the retention of title. Necessary repairs are to be carried out immediately by the Manufacturer - except in emergencies - at the Customer's expense. The Manufacturer shall bear the costs of these repairs to the extent that he is obliged to replace or repair the goods within the scope of the above warranty provisions. In particular the Customer shall be obliged to adequately secure the goods against theft, fire, water and other possible damage and to take out sufficient insurance in accordance with the value of the goods.
If the value of the securities due to the Manufacturer exceeds the Manufacturer's claim arising from the business relationship by more than 15%, the Manufacturer shall be obliged to transfer the securities to this extent back to the Customer at the Customer's request.

§ 10 Data Protection Policy

The data provided by the Customer about himself but also about the respective end customer shall be used and processed by the Manufacturer exclusively for processing the purchase orders and fulfilling the contract. This data shall be treated as strictly confidential by the Manufacturer. Data will be passed on to third parties by the Manufacturer only to the extent that this is necessary for order processing, for processing the inquiry or for contract fulfillment. Reference is made in this context to Article 6 (1) GDPR, in particular Article 6 (1 lit. b) GDBR. The Customer has the right to information about the personal data concerned and a right to object to the processing or storage of the data. If the data of the Customer and its customers are processed on the grounds of another legal basis, a separate declaration of consent shall be obtained in accordance with Article 6 (1) lit. a) GDPR.

The Manufacturer is explicitly permitted by the Customer, while maintaining data security, to process and use the transmitted data for the purpose of supplying spare parts, for information purposes, for training and commissioning purposes.

§ 11 Severability Clause

Should provisions of these GTC or a provision included in these GTC in the future be invalid or unenforceable, in whole or in part, or lose their legal validity or enforceability at a later date, this shall not affect the validity of the remaining provisions of the GTC. The same shall apply if it should transpire that these GTC have a gap. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply which, as far as permitted by law, comes as close as possible to the meaning and purpose of these GTC. This shall also apply if the invalidity of a provision is based on a measure of performance or time (deadline or date) prescribed in the GTC; a legally permissible measure of performance or time (deadline or date) coming as close as possible to what was intended shall then be deemed to have been agreed.
The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contract parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the contract proves to be incomplete. In case of doubt, the German Civil Code (BGB) and the German Commercial Code (HGB) shall apply to sales of goods and services by the Manufacturer to the Customer.