General Terms and Conditions
General Terms and Conditions for Deliveries and Services
Status: August 2013
1. scope of application
1.1 Our General Terms and Conditions of Business shall apply exclusively. Insofar as they do not contain any provisions, the law shall apply. We do not recognise any terms and conditions of the contractual partner that are contrary to or deviate from our General Terms and Conditions or from the law to our disadvantage, unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if our contractual services or deliveries are rendered without reservation in the knowledge that the contractual partner’s terms and conditions conflict with or deviate from our General Terms and Conditions or deviate from the law to our disadvantage.
1.2 Our General Terms and Conditions shall also apply to all future transactions with the contractual partner.
1.3 Our General Terms and Conditions of Business shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code.
2 Offers and Cost Estimates, Subsequent Changes to the Content of the Contract
2.1 Our quotations and cost estimates are subject to change without notice and are non-binding unless expressly designated as firm.
2.2 We reserve all rights to all offer and contract documents, in particular drafts, drawings, illustrations, etc., as well as samples, models and prototypes, insofar as they are not granted to the contractual partner in accordance with the meaning and purpose of the contract or on the basis of an express agreement. Offer documents as well as samples, models and prototypes must be returned to us immediately upon our request if the order is not placed with us. The contractual partner cannot assert a right of retention in this respect.
2.3 We shall endeavour to take into account any request for changes made by the contractual partner after conclusion of the contract with regard to the contractual deliveries and/or services, insofar as this is reasonable for us within the scope of our operational capacity.
Insofar as the examination of the possibilities for change or the actual implementation of the changes have an impact on the contractual performance structure (remuneration, deadlines, etc.), a written adjustment of the contractual provisions shall be made without delay.
We are also entitled to demand an additional reasonable remuneration for a necessary examination as to whether and under which conditions the desired change is feasible, provided that we inform the contractual partner of the necessity of the examination and the contractual partner issues a corresponding examination order.
3 Prices, terms of payment, reservation of right to subsequent performance
3.1 We reserve the right to increase our prices appropriately if, after conclusion of the contract, cost increases occur for which we are not responsible, in particular due to collective wage agreements or changes in the price of materials. We will prove these to the contractual partner on request.
3.2 Subject to separate agreement, our prices are ex works and do not include postage, dispatch, freight, packaging or insurance. Value added tax shall be invoiced additionally at the legally prescribed rate.
3.3 Subject to separate agreements, payments by the contractual partner are due immediately and without deduction. The deduction of a discount requires a special written agreement. The contracting party shall be in default without any further declaration on our part ten days after the due date if it has not paid. The consequences of default in payment shall otherwise be governed by the statutory provisions.
3.4 We shall be entitled to demand reasonable payments on account plus the statutory value added tax payable thereon.
3.5 Bills of exchange and cheques are only accepted on account of payment, bills of exchange only with prior written agreement. The discount, the expenses and the costs in connection with the collection of the amount of the bill of exchange and cheque shall be borne by the contracting party and shall be due for payment immediately. Fulfilment shall only take effect once the cheques or bills of exchange have been honoured and we have been released from any liability.
3.6 The contracting party shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or acknowledged. The contractual partner is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(4) Time of delivery or performance, delays in delivery or performance for which we are not responsible, delay in delivery or performance, impossibility, default in acceptance, breach of duties to cooperate
4.1 The stated delivery or performance times are fixed dates only if they are expressly specified as such.
4.2 Compliance with delivery or performance obligations, in particular delivery dates, shall be conditional upon
the timely and proper fulfilment of any obligations to cooperate on the part of the contractual partner, in particular the receipt of documents and information to be supplied by the contractual partner;
the clarification of all technical details with the contractual partner;
the receipt of agreed payments on account or the opening of agreed letters of credit;
the existence of any necessary official permits and licences.
We reserve the right to plead non-fulfilment of the contract.
4.3 Delays in delivery or performance for which we are not responsible:
4.3.1 We shall not be responsible for delays in delivery or performance due to the following obstacles to delivery and performance – unless a procurement risk or a guarantee has exceptionally been assumed with regard to the observance of deadlines or dates; the same shall apply accordingly if these obstacles occur at our suppliers or their sub-suppliers:
Circumstances of force majeure as well as obstacles to delivery and performance,
which occur after the conclusion of the contract or which become known to us through no fault of our own only after the conclusion of the contract and
with regard to which we can prove that they could not have been foreseen and prevented by us even by exercising due diligence and that we are not responsible for taking over, taking precautions or averting such circumstances.
Under the aforementioned conditions – occurrence or becoming known through no fault of our own only after conclusion of the contract, unforeseeability and unavoidability proven by us – these include in particular:
Justified industrial action (strike and lockouts)
Shortage of raw materials
shortage of operating and auxiliary materials.
4.3.2 Claims for damages by the contractual partner are excluded in the event of delays in delivery and performance within the meaning of section 4.3.1.
4.3.3 In the event of a final impediment to delivery and performance within the meaning of Clause 4.3.1, each contracting party shall be entitled to terminate the contract immediately by rescinding it in accordance with the statutory provisions.
4.3.4 In the event of a temporary impediment to delivery and performance within the meaning of section 4.3.1, we shall be entitled to postpone deliveries and services for the duration of the impediment plus a reasonable start-up period. If we prove to the contracting party an unreasonable impediment to delivery and performance, we shall be entitled to withdraw from the contract. The contractual partner shall be entitled to withdraw from the contract under the conditions set out in section 4.5 below. Section 323 (4) of the German Civil Code (BGB) shall apply accordingly to our right of withdrawal. With regard to the contractual partner’s right of withdrawal, the regulations according to § 323 para. 4 – 6BGB shall apply. Section 326 of the German Civil Code (BGB) and the references therein shall apply mutatis mutandis to the legal consequences of the withdrawal; deliveries or services of the contractual partner which have already been made but are not owed may thereafter be reclaimed by the contractual partner in accordance with sections 346 – 348 of the German Civil Code (BGB).
4.4 Delays in delivery or performance for which we are responsible:
We shall be liable for delays in delivery or performance for which we are responsible according to the statutory provisions with
with the following limitation of liability in terms of amount:
4.4.1 Damages in addition to performance (Section 280 (2) in conjunction with Section 286 of the German Civil Code (BGB)): If there is no intentional or grossly negligent conduct on our part, on the part of our legal representatives or vicarious agents, we shall owe a lump-sum compensation for delay in the amount of 0.5% of the net invoice amount of the deliveries or services affected by the delay for each completed week of delay, up to a maximum total of 5% of the net invoice amount. In the event of gross negligence on our part, on the part of our legal representatives or vicarious agents, our liability for damages shall be limited to the foreseeable, typically occurring damage.
4.4.2 Compensation instead of performance (§ 281 BGB): Our liability is limited to the foreseeable, typically occurring damage, unless the delay in delivery or performance is due to an intentional or grossly negligent breach of contract for which we, our legal representatives or vicarious agents are responsible.
4.4.3 The above limitations of liability do not apply,
insofar as the contractual partner has tied the continuation of its interest in performance in the contract to the timeliness of performance (transaction for delivery by a fixed date);
if the contractual partner is entitled to claim that its interest in the further performance of the contract has ceased to exist as a consequence of a delay in delivery for which we are responsible;
if, by way of exception, we have expressly assumed a procurement risk or a guarantee with regard to compliance with the deadline or delivery date.
4.5 If we are able to prove that we are not responsible for the delay, the contracting party shall only be entitled to withdraw from the contract
if the contracting party has tied the continuation of its interest in performance to the timeliness of performance (transaction for delivery by a fixed date) or
he proves that due to the delay in delivery or performance his interest in performance has ceased or that it is unreasonable to expect him to maintain the contractual relationship.
In all other respects § 323 para. 4 – 6 BGB shall apply. The legal consequences of withdrawal are governed by the statutory provisions (§§ 346 ff. BGB).
4.6 In the event of impossibility of our deliveries or services, we shall be liable in accordance with the statutory provisions with the following limitation of our liability
provisions with the following limitation of the amount of our liability:
In the absence of intent or gross negligence on our part, on the part of our legal representatives or vicarious agents, our liability for damages and for reimbursement of futile expenses shall be limited to a total of 20% of the net invoice amount of our deliveries and services; in the case of gross negligence, to the foreseeable, typically occurring damage. This limitation of liability does not apply if we have exceptionally assumed a procurement risk. The legal right of the contractual partner to withdraw from the contract in the event of impossibility of our deliveries or services remains unaffected.
4.7 We are entitled to partial deliveries or services to an extent reasonable for the contractual partner.
4.8 If the contractual partner is in default with the acceptance or acceptance at the place of performance, the collection or the call-off of the goods – also in the case of possible partial deliveries – or if the delivery is delayed in any other way for reasons for which the contractual partner is responsible or if the contractual partner culpably violates other duties to cooperate, we shall be entitled – without prejudice to further legal claims – to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
5 Transfer of risk, insurance
5.1 If the law on the sale of goods applies to our deliveries, the risk of accidental loss or accidental deterioration shall pass to the contracting party as soon as the delivery has been handed over to the person or institution designated to collect or carry out the delivery, but no later than when the delivery leaves our works. This shall also apply to any deliveries made on the basis of a special agreement by our own vehicles or carriage and packaging paid and also in cases where we have undertaken assembly, installation or other services at the contractual partner’s. 5.2.
5.2 In the event of default of acceptance, call-off or collection on the part of the contractual partner or delay of our deliveries or services for reasons for which the contractual partner is responsible, the risk of accidental loss or accidental deterioration shall pass to the contractual partner at the point in time at which the contractual partner is in default or at the point in time at which the deliveries or services could have been carried out in accordance with the contract if the contractual partner had acted in a dutiful manner.
5.3 At the request of the contracting party, the delivery shall be insured at its expense against theft, breakage, fire, water and transport damage as well as other insurable damage from the time of the transfer of risk.
6. retention of title
6.1 We reserve title to the delivery items (“reserved delivery”) until receipt of all payments arising from the business relationship with the contractual partner. The retention of title also extends to the recognised balance insofar as we book claims against the contractual partner to current account (current account retention). If, in order to effect the payments to be made to us for the reserved delivery, a liability by bill of exchange is established on our part, the reservation of title shall not expire before our liability by bill of exchange expires; if the cheque/bill of exchange procedure has been agreed with the contractual partner, the reservation shall also extend to the encashment of the bill of exchange accepted by us by the contractual partner and shall not expire by the crediting of the cheque received by us.
6.2 The contracting party shall be entitled to resell the conditional delivery in the ordinary course of business; however, it hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims accruing to it against its customers or third parties from the resale. If the contractual partner includes the claims from a resale of the reserved delivery in a current account relationship existing with his customer, the current account claim is assigned in the amount of the recognised balance; the same applies to the “causal” balance in the event of insolvency of the contractual partner. The contractual partner shall be authorised to collect the assigned claims even after their assignment. Our authority to collect the claims ourselves shall remain unaffected by this – subject to the provisions of insolvency law; however, we undertake not to collect the claims as long as the contractual partner does not breach its contractual obligations, in particular does not properly fulfil its payment obligations, is not in default of payment and no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.Transfer by way of security or pledging shall not be covered by the contractual partner’s authority to dispose of the claims.
6.3 In the event that we cease to be obliged in accordance with 6.2 above not to collect the claims ourselves, we shall be entitled – subject to the provisions of insolvency law – to revoke the right of resale and to take back the reserved delivery or to demand the assignment of the contracting party’s claims for restitution against third parties. The taking back of the reserved goods by us shall constitute a withdrawal from the contract.
We may realise the reserved delivery taken back for the aforementioned reasons – subject to the provisions of insolvency law – after prior warning and after setting a deadline; the realisation proceeds are to be credited against the liabilities of the contractual partner – less reasonable realisation costs.
Under the conditions which entitle us to revoke the contracting party’s right to resell, we may also revoke the authorisation to collect and demand that the contracting party informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
6.4 In the event of damage to or loss of the conditional delivery as well as change of ownership and change of residence, the contractual partner shall notify us immediately in writing. The same shall apply in the event of seizures or other interventions by third parties, so that we can bring an action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the contractual partner shall be liable for the loss incurred by us. If the release of the reserved delivery is achieved without a lawsuit, the costs incurred in this process can also be charged to the contractual partner, as well as the costs of the repossession of the seized reserved delivery.
6.5 The processing or transformation of the reserved delivery by the contractual partner shall always be carried out for us. If the delivery subject to retention of title is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the delivery subject to retention of title (final invoice amount including value added tax) to the values of the other processed objects at the time of the processing or transformation. The contractual partner shall be granted an expectant right to the item created by processing or transformation corresponding to its expectant right to the conditional delivery.
6.6 If the delivery subject to retention of title is inseparably mixed or combined with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the delivery subject to retention of title (final invoice amount including VAT) to the values of the other mixed or combined objects at the time of mixing or combining. If the mixing or combining is carried out in such a way that the contractual partner’s item is to be regarded as the main item, it shall be deemed to be agreed that the contractual partner transfers co-ownership to us on a pro rata basis. The contractual partner shall hold the sole ownership or the co-ownership in safe custody for us.
6.7 In the event of resale of our conditional delivery after processing or transformation, the contracting party shall assign to us its claims to remuneration in the amount of the final invoice amount of our claims.
the amount of the final invoice amount (including value added tax) of our claims to us by way of security.
of our claims to us by way of security.
If, as a result of the processing or transformation or the mixing or combination of the conditional delivery with other items not belonging to us, we have only acquired co-ownership in accordance with the aforementioned sub-sections 6.5. or 6.6., the contractual partner’s claim to remuneration shall only be assigned to us in advance in the ratio of the final amount invoiced by us for the conditional delivery, including value added tax, to the final invoice amounts of the other items not belonging to us.
In all other respects, the aforementioned clauses 6.2. to 6.4. shall apply mutatis mutandis to the claims assigned in advance.
6.8 If the retention of title or the assignment is not effective under foreign law in whose area our reserved delivery is located, the security corresponding to the retention of title and the assignment in this area of law shall be deemed agreed.
If the cooperation of the contracting party is required for the creation of such rights, the contracting party shall be obliged, at our request, to take all measures necessary for the creation and maintenance of such rights.
6.9 The contractual partner shall be obliged to treat the reserved delivery with care and to maintain it at its own expense; in particular, the contractual partner shall be obliged to sufficiently insure the reserved delivery at its own expense for our benefit at replacement value against theft, robbery, burglary, fire and water damage. The contractual partner hereby assigns to us all insurance claims resulting from this with regard to the reserved delivery. We accept the assignment. Furthermore, we reserve the right to assert our claims for performance or damages.
6.10. The contracting party also assigns to us the claims to secure our claims against it which arise against a third party through the connection of the reserved delivery with a property.
6.11. We undertake to release the securities to which we are entitled at the request of the contractual partner insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be incumbent upon us.
7.1 If the law on contracts for work and services applies to our deliveries or services, the contractual partner shall be obliged, at our discretion, to carry out a written preliminary acceptance at our premises and/or a written acceptance at his works as soon as he has been notified of the completion of the delivery item or any agreed assembly ready for operation or, in the case of any contractually agreed testing, this has taken place. Acceptance may not be refused on account of minor defects.
Acceptance shall be deemed to have taken place if the contracting party does not accept our deliveries or services within a reasonable period determined by us, although it is obliged to do so. 7.2.
7.2 Upon acceptance, our liability for obvious defects shall cease, unless the contracting party has reserved the right to assert such defects at the time of acceptance.
7.3 If testing has been agreed, the contractual partner undertakes to test the functions of the delivery item for the intended period of time. In addition to the function, these tests must also include the safety-related testing so that the regulations valid for the respective industry, such as VDE, machine protection law, etc., are fulfilled.
7.4 We may also demand that partial acceptance tests be carried out, provided that there are no objective reasons to the contrary and this is reasonable for the contractual partner.
8. performance description, liability for defects
8.1 The characteristics listed in our performance descriptions comprehensively and conclusively define the characteristics of our deliveries and services. In case of doubt, the descriptions of our deliveries and services are the subject of quality agreements and not of guarantees or warranties. Declarations on our part in connection with this contract do not, in case of doubt, contain any guarantees or assurances in the sense of an intensification of liability or the assumption of a special obligation to indemnify. In case of doubt, only express written declarations on our part with regard to the issuing of guarantees and assurances are authoritative.
8.2 No warranty is given for damage due to the following reasons: unsuitable or improper use or operation, faulty assembly by the contractual partner or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electrochemical or electrical influences (insofar as we are not responsible for them), improper modifications or repair work carried out by the contractual partner or third parties without our prior approval.
8.3 Claims for defects on the part of the contractual partner shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of the usability of our deliveries or services.
8.4 The contractual partner’s rights in respect of defects shall be subject to the condition that the contractual partner has duly complied with its obligations to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB).
8.5 Insofar as a defect exists, we shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. If one of the two or both types of this subsequent performance is impossible or disproportionate, we shall be entitled to refuse it.
We may also refuse subsequent performance as long as the contracting party does not fulfil its payment obligations towards us to an extent corresponding to the defect-free part of the service rendered. We are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the delivery was taken to a place other than the place of performance, unless the transfer corresponds to the intended use.
We are also entitled to have the defect rectified by third parties. Replaced parts shall become our property.
8.6 In the event of impossibility or failure of subsequent performance, culpable or unreasonable delay or serious and final refusal of subsequent performance by us or unreasonableness of subsequent performance for the contractual partner, the contractual partner shall be entitled, at its discretion, either to reduce the purchase price accordingly (reduction) or to withdraw from the contract (rescission).
8.7 Unless otherwise provided for in Clauses 8.8 and 8.9 below, any further claims of the contracting party in connection with defects in our deliveries and services, irrespective of their legal basis (in particular claims for damages due to defects and breaches of duty, tortious claims for compensation for material damage and claims for reimbursement of expenses), shall be excluded; this shall apply in particular to claims for damage outside the delivery items, e.g. to other property of the contracting party, and to claims for compensation for lost profits.
8.8 The exclusion of liability provided for in clause 8.7 above shall not apply:
8.8.1. for damages resulting from injury to life, body or health caused by a culpable breach of duty on our part, on the part of our legal representatives or on the part of our vicarious agents;
8.8.2. for mandatory liability under the Product Liability Act;
8.8.3. in the event of fraudulent concealment of a defect, in the event of the assumption of a guarantee or in the event of the assurance of a characteristic, if it is precisely a defect covered by this that triggers our liability;
8.8.4. in the event of culpable breach of a material contractual obligation or a “cardinal obligation” by us, our legal representatives or our vicarious agents; however, in the absence of intentional or grossly negligent breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage;
8.8.5. for any other claim of the contractual partner for compensation of damage instead of performance for which we, our legal representatives or our vicarious agents are responsible; insofar as there is no intentional or grossly negligent breach of contract, the liability for damages shall, however, be limited to the foreseeable, typically occurring damage;
8.8.6. for other damages based on an intentional or grossly negligent breach of duty on our part, on the part of our legal representatives or on the part of our vicarious agents; insofar as there is no intentional breach of contract, the liability for damages shall, however, be limited to the foreseeable, typically occurring damage.
8.9 Clause 8.8 shall apply accordingly in the event of reimbursement of expenses.
8.10. The statutory provisions on the burden of proof shall remain unaffected by the above provisions of Clause 8, in particular Clauses 8.7 to 8.9.
9 Liability for ancillary obligations
If, due to the fault of us, our legal representatives or our vicarious agents, the delivered item cannot be used by the contractual partner in accordance with the contract as a result of the omitted or faulty execution of suggestions and consultations prior to the conclusion of the contract as well as other contractual ancillary obligations (in particular instructions for the operation and maintenance of the delivery item), the provisions of Sections 8.7. to 8.10. above shall apply accordingly, to the exclusion of further claims by the contractual partner.
10. total liability, withdrawal of the contractual partner
10.1 The following provisions shall apply to claims of the contractual partner outside the liability for material defects. Any statutory or contractual rights and claims to which we are entitled shall neither be excluded nor limited.
10.2 For liability for damages – subject to the separately regulated liability due to delay (clause 4.4.) and impossibility (clause 4.6.) – the provisions of clauses 8.7. and 8.8. above shall apply accordingly. Any further liability for damages is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages in addition to performance and damages in lieu of performance due to breach of duty as well as to tortious claims for compensation for property damage pursuant to § 823 BGB.
10.3 The limitation according to clause 10.2 shall also apply insofar as the contractual partner claims expenses.
10.4 Any fault on the part of our legal representatives and vicarious agents shall be attributed to us.
10.5 The statutory provisions on the burden of proof shall remain unaffected.
10.6 Insofar as liability towards us is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
10.7 The contractual partner may only withdraw from the contract within the framework of the statutory provisions if we are responsible for the breach of duty. In the cases of clause 8.6. (failed supplementary performance etc.) and in the case of impossibility, however, the statutory requirements shall apply; the provisions of clauses 4.3.3., 4.3.4. and 4.5. above shall apply to the contractual partner’s right of withdrawal in the event of delay in our deliveries or services. In the event of a breach of duty, the contractual partner shall declare within a reasonable period of time upon our request whether it will withdraw from the contract due to the breach of duty or insist on the delivery.
11. Rights to know-how and inventions
Any secret, high-quality and advanced knowledge (know-how) as well as inventions and any industrial property rights in this respect existing with us or acquired during the performance of the contracts concluded with us shall be ours alone, subject to a separate agreement or the use or application of the delivery items to which the contractual partner is entitled in accordance with the meaning and purpose of the contractual relationship.
12 Violation of the rights of third parties
We do not warrant that the use, installation or resale of the delivery items does not infringe any third-party property rights; however, we warrant that we are not aware of the existence of any such third-party property rights to the delivery items.
13. limitation period
13.1 The limitation period for claims and rights due to defects in the deliveries or services – irrespective of the legal grounds – shall be one year; in the case of multi-shift operation, the aforementioned limitation period shall be reduced to six months. However, this shall not apply in the cases of §§ 438 para. 1 no. 1, 438 para. 1 no. 2, 479 para. 1 as well as 634 a) para. 1 no. 2 BGB; in this respect a limitation period of three years shall apply.
13.2 The limitation periods pursuant to Clause 13.1 shall also apply to all claims for damages against us in connection with the defect – irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against us which are not connected with a defect, the limitation period of Clause 13.1 sentence 1 shall apply to them.
13.3 The limitation periods according to Clause 13.1 and Clause 13.2 do not apply
in the case of intent;
if we have fraudulently concealed the defect or have given a guarantee for the quality of the deliveries or services; in the event of fraudulent intent, the statutory limitation periods which would apply in the absence of fraudulent intent shall apply instead of the periods specified in Clause 13.1. to the exclusion of the extension of the period in the event of fraudulent intent pursuant to Sections 438 para. 3 or 634 a para. 3 of the German Civil Code;
for claims for damages in cases of injury to life, body, health or freedom;
for claims under the Product Liability Act;
in the event of a grossly negligent breach of duty or
in the event of a breach of essential contractual obligations.
In this respect, the statutory limitation periods shall apply.
13.4 Unless expressly stipulated otherwise, the statutory provisions on the commencement of the limitation period, the suspension of the expiry of the limitation period, the suspension and the recommencement of limitation periods shall remain unaffected.
13.5 The claims for reduction and the exercise of a right of withdrawal are excluded insofar as the claim for subsequent performance is time-barred. In this case, however, the contracting party may refuse payment of the remuneration to the extent that it would be entitled to do so on the basis of the withdrawal or the reduction.
14 Assignment of claims by the contractual partner
Claims against us in respect of the deliveries or services to be provided by us may only be assigned with our prior written consent.
15 Place of performance, place of jurisdiction, applicable law, intra-community acquisition, severability clause
15.1 Unless otherwise agreed, the place of performance shall be exclusively our place of business.
15.2 If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship – including matters relating to bills of exchange and cheques – shall be our registered office or, at our discretion, the registered office of the contractual partner. The above agreement on the place of jurisdiction shall also apply to contractual partners with their registered office abroad.
15.3 All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively and without regard to conflict of laws provisions by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
15.4 If a provision in these General Terms and Conditions or a provision within the scope of other agreements between us and the contractual partner is or becomes invalid, the validity of all other provisions or agreements shall not be affected.
15.5 In the case of intra-Community acquisitions, contracting parties from EC member states shall be obliged to compensate us for any damage that we may incur
due to tax offences committed by the contractual partner itself or
due to false information or failure to provide information by the contractual partner regarding his circumstances relevant for taxation.