§ 1 Validity
(1) All deliveries, services and offers of EMG Automation GmbH, Industriestraße 1, D-57482 Wenden, AG Siegen HRB 9523, (hereinafter referred to as "Seller") shall be made exclusively on the basis of these General Terms and Conditions of Delivery, subject to separate contractual agreements having priority. These General Terms and Conditions of Delivery shall form an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as "Customer" or "Purchaser") for the deliveries or services offered by the Seller. They shall also apply to all future deliveries, services or offers of the Customer, even if they are not separately agreed to again.
(2) The Terms and Conditions shall not apply to consumers pursuant to Section 13 of the German Civil Code (BGB) but only to entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB) and legal entities under public law and special funds under public law; they shall also apply to all future transactions with the Customer arising from the ongoing business relationship.
(3) Terms and conditions of the Customer or third parties shall not apply, even if the Seller does not separately object to their application in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.
(4) Unless expressly agreed otherwise, the "VDMA Conditions for Domestic Installation" shall apply in addition to the Seller's installation services; the "VDMA Conditions for Repairs to Plant and Machinery for Domestic Business" shall apply to the Supplier's repair services.
§ 2 Offer and conclusion of contract
(1) All offers made by the Seller are subject to change without notice and are non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Orders or contracts can be accepted by the seller within fourteen days after receipt.
(2) The legal relationship between the Seller and the Customer shall be governed solely by written contract, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal covenants made by the Seller prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller's employees are not entitled to make verbal agreements deviating from this. Telecommunicative transmission, in particular by text form/email, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted.
(4) Information provided by the Seller on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
(5) The Seller retains ownership or copyright of all offers and cost estimates submitted by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. The Customer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties, or reproduce them without the express consent of the Seller. At the request of the Seller, he shall return these items in full to the Seller and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of usual data backup.
§ 3 Prices and payment
(1) The prices shall apply to the scope of services and deliveries listed in the order confirmations. Additional or special services shall be charged separately. Prices are quoted in EURO ex works/EXW Incoterms® 2020 (if Incoterms® are agreed, the version currently applicable at the time of conclusion of the contract shall apply in each case) plus packaging and the statutory value added tax applicable at the time.
(2) In the case of all orders - including orders on call and successive delivery contracts - where delivery is made in accordance with the contract or at the request of the purchaser later than four months after the order is placed, we shall be entitled to pass on to the purchaser increases in material and wage prices within the scope of and in order to compensate for such price increases between the conclusion of the contract and delivery. If the price at the time of performance has increased due to a change in the market price or due to an increase in the fees charged by third parties involved in the performance of the service, the higher price shall apply. If this price is more than 20% higher than the agreed price, the Purchaser shall be entitled to withdraw from the contract without undue delay after having been notified accordingly.
(3) Invoice amounts shall be paid within thirty days without any deduction unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment. Payment by check is excluded, unless it is agreed separately in individual cases. If the Customer fails to make payment when due, the outstanding amounts shall be subject to statutory interest from the due date at an annual rate of 9 percentage points above the respective base interest rate pursuant to Section 247 of the German Civil Code (BGB); the right to claim further higher interest and further damages in the event of default shall remain unaffected.
(4) The Seller shall be entitled to assign its receivables from deliveries or services to third parties for financing purposes.
(5) Offsetting against counterclaims of the Customer or the retention of payments due to such claims shall only be permissible to the extent that the counterclaims are undisputed or have been finally determined by a court of law or are ready for a court decision.
(6) The Seller shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Customer and as a result of which the payment of the Seller's outstanding claims by the Customer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardized. In addition § 321 BGB shall otherwise apply.
§ 4 Delivery and delivery time
(1) Deliveries shall be made ex works/EXW (Incoterms® 2020).
(2) Deadlines and dates for deliveries and services promised by the Seller shall always be approximate only, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
(3) The Seller may - without prejudice to its rights arising from default of the Customer - demand from the Customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the Customer fails to meet its contractual obligations towards the Seller and if this causes the delay in delivery.
(4) Prior to the confirmed, expected delivery date, the Customer may withdraw from the contract against payment of a regret fee.
The regret fee amounts to
- in case of withdrawal up to 3 months before the delivery date: 30% of the purchase price
- in case of withdrawal up to 2 months before the delivery date: 50% of the purchase price.
The date of receipt of the declaration of withdrawal by the supplier is decisive. The regret money becomes due with entrance of the resignation explanation. The assertion of possible further claims for damages by the supplier shall remain unaffected by the payment of the regret fee.
(5) The Seller shall not be liable for impossibility of delivery or for delays in delivery caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. interruptions of operations of any kind, omissions, embargoes, difficulties in procuring materials or energy, transport delays, labor disputes such as strikes and lawful lockouts, shortage of labor, energy or raw materials, difficulties in procuring the necessary official permits, official or governmental measures, or the absence, incorrect or untimely delivery to us by our suppliers, epidemics, pandemics), which are not due to a breach of duty for which the Seller is responsible.
Force majeure in this sense shall be deemed to exist in the event of a non-operational occurrence caused externally by elementary forces of nature or by the actions of third parties, which are unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means even by the utmost care reasonably to be expected in the circumstances, and is also not to be accepted by the operating company due to its operational frequency.
If such events make the delivery or service substantially more difficult or impossible for the Seller and the hindrance lasts for a period of 3 months, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, if the delay exceeds a period of 3 months, the Customer may withdraw from the contract by means of an immediate written declaration to the Seller.
(6) Subject to preceding contractual provisions, the Seller shall only be entitled to make partial deliveries if
- the partial delivery is usable for the Customer within the scope of the contractual intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the Customer does not incur any significant additional expenses or costs as a result (unless the Seller agrees to bear such costs).
(7) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller, for whatever reason, the Seller's liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.
§ 5 Place of performance, dispatch, packaging, transfer of risk, acceptance
(1) The place of performance for all obligations arising from the contractual relationship shall be the Seller's delivery plant, unless otherwise specified. If the Seller is also responsible for the installation, the place of performance shall be the place where the installation is to be carried out.
(2) Subject to contractual agreements, the mode of shipment and packaging shall be subject to the dutiful discretion of the Seller. (3) The risk shall pass to the Customer at the latest upon handover of the delivery item (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or the Seller has assumed other services (e.g. shipping or installation). If the shipment or the handover is delayed due to a circumstance the cause of which lies with the Customer, the risk shall pass to the Customer from the day on which the delivery item is ready for shipment and the Seller has notified the Customer of this.
(4) Storage costs after transfer of risk shall be borne by the Customer. In the event of storage by the Seller, the storage costs shall amount to 1% of the invoice amount of the delivery items to be stored per expired week. Both contracting parties reserve the right to claim and prove further or lower storage costs. (5) The shipment shall only be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Customer and at the Customer's expense.
(6) Insofar as acceptance is to take place, the object of sale shall be deemed to have been accepted when
- the delivery and, if the Seller is also contractually responsible for the installation, the installation has been completed,
- the Seller has notified the Customer thereof with reference to the deemed acceptance pursuant to this § 5 (6) and has requested the Customer to accept the goods,
- twelve working days have elapsed since delivery or installation or the Customer has commenced use of the purchased item (e.g. has commissioned the delivered system) and in this case six working days have elapsed since delivery or installation and
- the Customer has failed to take delivery within this period for a reason other than a defect notified to the Seller which makes the use of the purchased item impossible or significantly impairs it.
§ 6 Warranty, material defects
(1) The warranty period shall be one year from delivery or, insofar as acceptance is required, from acceptance, except in the case of construction-related services pursuant to Section 634a (1) No. 2 BGB. This period shall not apply to claims for damages of the Customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents, which shall in each case be time-barred in accordance with the statutory provisions.
(2) The delivered items shall be inspected carefully immediately after delivery to the Customer or to the third party designated by the Customer (§ 377 HGB). With regard to obvious defects or other defects which would have been recognizable in the course of an immediate, careful inspection, they shall be deemed to have been approved by the Purchaser if the Seller does not receive a written notice of defect immediately after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Purchaser if the Seller does not receive the notice of defect immediately after the point in time at which the defect became apparent; however, if the defect was already apparent to the Purchaser at an earlier point in time during normal use, this earlier point in time shall be decisive for the commencement of the period for giving notice of defects. At the request of the Seller, a delivery item which is the subject of a complaint shall be returned to the Seller carriage paid. In the event of a justified complaint, the Seller shall reimburse the costs of the most favorable shipping route; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.
(3) In the event of material defects of the delivered items, the Seller shall first be obligated and entitled to rectify the defect or to make a replacement delivery, at its discretion to be made within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Customer may withdraw from the contract or reasonably reduce the purchase price.
(4) If a defect is due to the fault of the Seller, the Customer may claim damages under the conditions set out in § 8.
(5) In the event of defects in components of other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. In the event of such defects, warranty claims against the Seller shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and suppliers has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Customer against the Seller shall be suspended.
(6) The warranty shall not apply if the Customer modifies the delivery item or has it modified by a third party without the Seller's consent and the rectification of the defect becomes impossible or unreasonably difficult as a result. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification.
(7) Any delivery of used items agreed with the Customer in individual cases shall be made to the exclusion of any warranty for material defects.
(8) In urgent cases of danger to operational safety, of which the Seller must be notified immediately, the Customer shall have the right to remedy the defect itself or have it remedied by third parties and to demand reasonable compensation from the Seller for the costs it has incurred, insofar as these were necessary and reasonable.
§ 7 Industrial property rights
(1) The Seller warrants in accordance with this § 7 that the delivery item is free of industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller shall, at its discretion and at its expense, modify or replace the delivery item in such a way that no rights of third parties are infringed any longer, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Customer by concluding a license agreement. If the Seller does not succeed in doing so within a reasonable period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages of the Customer shall be subject to the limitations of § 8 of these General Terms and Conditions of Delivery.
(3) In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the Customer or assign them to the Customer. Claims against the Seller shall only exist in these cases in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.
§ 8 Liability for damages due to fault
(1) The Seller's liability for damages (in particular also due to loss of production), irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this § 8, insofar as fault is involved in each case.
(2) The Seller shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. An essential contractual obligation in the aforementioned sense is an obligation the fulfillment of which makes the proper performance of the contract possible in the first place and the observance of which the contractual partner regularly relies on and may rely on, in particular the obligation to deliver and install the delivery item in good time, to ensure that it is free from defects in title and such material defects which impair its functionality or usability more than insignificantly, as well as consulting, protection and care obligations which are intended to enable the Customer to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the Customer's personnel or to protect the Customer's property from significant damage.
(3) Insofar as the Seller is liable on the merits for damages in accordance with § 8 (2), this liability shall be limited to damages which the Seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be compensable insofar as such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, the Seller's obligation to pay compensation for damage to property and further financial losses resulting therefrom shall be limited to an amount of EUR 5 million per case of damage, even if this involves a breach of material contractual obligations.
(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the seller.
(6) Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of performance owed by it, this shall be done free of charge and to the exclusion of any liability.
(7) The limitations of this § 8 shall not apply to the Seller's liability due to intentional and grossly negligent conduct, due to a guarantee, due to injury to life, body or health or according to the Product Liability Act.
§ 9 Retention of title
(1) We retain title to the delivery item (reserved goods) until all our claims against the Customer/Purchaser arising from the business relationship, including future claims, including those arising from contracts concluded at the same time or later, have been settled. In the case of a current account, the reserved property and all rights shall be deemed to be security for our entire balance claim together with interest and costs. In the event of seizures or other interventions by third parties, the customer must notify us immediately.
(2) The Purchaser shall be entitled to process and sell the delivery item in the ordinary course of business. This authorization shall end if the Purchaser is in default of payment, furthermore with the cessation of payments by the Purchaser or if the opening of insolvency proceedings is applied for with respect to its assets (case of security / realization). He shall be obliged to resell the reserved goods only subject to retention of title and to ensure that the claims arising from the resale are transferred to us in accordance with subsection (5) below. The use of the goods subject to retention of title for the performance of contracts for work and services and contracts for work and materials shall also be deemed to be a resale. The customer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. An assignment of claims from the transfer of our reserved goods to third parties is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our secured claims. Upon crediting of the factoring proceeds, our claim shall become due immediately.
(3) The Purchaser shall not acquire ownership of the new item pursuant to § 950 BGB (German Civil Code) by processing the reserved goods. The processing or transformation is carried out for us without obligating us. The processed goods shall be deemed to be goods subject to retention of title.
(4) In the event of processing, combination and mixing of the reserved goods with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership lapses as a result of combining, mixing or processing, the customer shall already now transfer to us the ownership and expectant rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods, in the case of processing in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used, and shall keep them for us free of charge. Our co-ownership rights shall be deemed to be reserved goods.
(5) The Purchaser's claims arising from the resale of the reserved goods are hereby assigned to us by way of security. They shall serve as security to the same extent as the reserved goods. If the reserved goods are resold by the customer together with other goods, the claim from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. In the event of the resale of goods in which we have co-ownership shares in accordance with the above paragraph (4), a part of the claims corresponding to our co-ownership share shall be assigned to us. Other claims which take the place of the goods subject to retention of title or which otherwise arise in respect of the goods subject to retention of title, such as insurance claims, claims arising from breach of duty and tort, shall also be assigned. The customer is revocably entitled to collect the claims assigned to us in his own name. We may revoke the direct debit authorization upon occurrence of the security/realization event.
(6) The customer authorizes us, as soon as the case of security/realization occurs, to inform the customers of the assignment and to collect the claims. We may request a review of the inventory of the assigned claims by our representatives on the basis of the purchaser's bookkeeping. The customer shall provide us with a list of the goods subject to retention of title that are still in existence and shall provide us with all information necessary for the assertion of the assigned claims, including a list of its claims from the resale of the goods subject to retention of title with the names and addresses of the customers.
(7) If the value of the existing securities exceeds the secured claims by more than 10% in total, we shall be obliged to release securities of our choice at the request of the purchaser, taking into account the interests of the purchaser. The value of the securities shall be deemed to be, in the case of simple and subsequent retention of title, the invoice value at which the purchaser purchases the goods from us and, in the case of extended retention of title, the invoice value at which the purchaser resells our goods, in each case with a valuation discount of one third of the purchase price or the nominal value of the assigned claims.
(8) In the case of checks (if agreed, see above § 3 (3)) or other means of payment, payment shall be deemed to have been made only after secured encashment by the customer. We accept checks only on account of performance. Payments made against a check or other means of payment shall not be deemed to have been made until recourse against us is excluded. Notwithstanding our further security rights, the securities granted to us shall remain in force until this point in time.
(9) On the basis of the retention of title, we may demand the return of the delivery item if we have withdrawn from the contract. We shall be entitled to withdraw from the contract without regard to the further requirements of § 323 BGB (German Civil Code), in particular without setting a deadline, from the time when the customer is in default of payment in whole or in part. The same shall apply if the Purchaser ceases to make payments or if an application is made to open insolvency proceedings against its assets. All costs arising from the repossession of the delivery item shall be borne by the customer. We shall be entitled to dispose of the repossessed delivery item on the open market.
§ 10 Confidentiality
(1) The Customer shall use all documents (including samples, illustrations, drawings, calculations, models and data) and knowledge which it obtains from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as it uses for ist own documents and knowledge if the Supplier designates them as confidential or has an obvious interest in keeping them secret. This obligation shall commence upon first receipt of the documents or knowledge and shall end three years after the end of the business relationship.
(2) The obligation shall not apply to documents and knowledge which are generally known or which were already known to the customer at the time of receipt without the customer being obliged to maintain secrecy or which are subsequently transmitted by a third party entitled to pass on such documents or knowledge or which are developed by the receiving customer without making use of documents or knowledge of the other contracting party which are to be kept secret.
(3) The Seller's copyrights and proprietary rights to these documents shall remain unaffected - in the absence of an express agreement to the contrary - by the handover of the documents. All industrial property rights to the Seller's cost estimates, drawings and other documents shall remain with the Seller and may not be exploited or made available to third parties without the Seller's prior written consent. The same shall apply to any other technical details arising from the Supplies or disclosed in the offer, other correspondence or negotiations. No provision of these Terms and Conditions may be construed as conferring on the Buyer any rights whatsoever in our industrial property rights. The Purchaser shall have the right to use the supplies for operation, maintenance and repair in accordance with the contract.
§ 11 Use of Software
(1) Insofar as software is included in the scope of delivery, the Customer shall be granted a non-exclusive right to use the delivered software including its documentation within the scope of the purpose of the contract. Use of the software for other purposes is prohibited. In particular, the software may not be used on a system other than the respective system (the object of purchase).
The Customer may only copy, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The Purchaser undertakes not to remove manufacturer's details - in particular copyright notices - or to change them without the Supplier's prior written consent. All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.
§ 12 Export
(1) The export of certain information, software and documentation may - e.g. due to its nature or intended use or final destination - be subject to authorization. The Customer shall strictly observe the relevant export regulations, in particular those of the EU or EU Member States and the USA. The Seller shall mark with regard to the licensing obligations according to the German list for nationally recorded dual-use goods and European Regulation (EU) 2021/821 (EU Dual-Use).
(2) The Customer undertakes in particular to check and ensure that the Seller's products are not used for an armaments-related, nuclear or weapons-related purpose or other military purpose and are not supplied to companies and persons named on the US Denied Persons List (DPL), US originating goods, software and technology and furthermore are not supplied to companies and persons named on the US Warning List, US Entity List and US Specially Designated Nationals List, US originating products without approval; and the early warning notices of the competent German authorities are observed. Upon request, the Seller shall provide the Purchaser with the relevant contact points for further information. Access to Seller's content (software, documentation and information) may only take place if it complies with the above check and assurance. If the Purchaser fails to comply with the above intentionally or negligently, the Seller shall be entitled to rescind the contract and the Purchaser may be obliged to pay damages.
(3) The Customer undertakes to provide the Seller with all information and data in writing or by e-mail (item by item on the order confirmation, delivery bill and invoice) at the time the order is placed, but no later than before the delivery date, which the Seller requires to comply with the applicable foreign trade law when exporting the goods and services.
(4) In the event of changes of the end user/end destination or the applicable foreign trade law, the Customer shall update the export control and foreign trade data as soon as possible, but no later than prior to the delivery date, and notify the Seller's contact person indicated in the order in writing or by e-mail. The Customer shall be liable for all expenses and damages incurred by the Seller due to the absence or incorrectness of export control and foreign trade data, unless these damages are based on intent or gross negligence on the part of the Seller. Within the scope of its liability as aforesaid, the Customer shall be obliged to fully indemnify the Seller vis-à-vis authorities and/or other third parties.
(5) If licenses are not granted or other delivery restrictions exist, the corresponding offer of the Seller shall become invalid and a contract relating thereto shall be deemed not to have been concluded with respect to these goods. Any claim for damages in connection with the rejection or delay of the granting of licenses or other export restrictions shall be excluded, unless it is based on intent or gross negligence on the part of the Seller.
§ 13 Final Provisions
(1) Subject to other agreements, the contractual language shall be German. In case of doubt, the German version shall prevail in the case of multilingual documents and translations.
(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Customer shall be, at the Seller's option, the court responsible for the Seller's registered office or the registered office of the Customer. However, in such cases the court having jurisdiction for the registered office of the Seller shall be the exclusive place of jurisdiction for actions against the Seller. Mandatory statutory provisions on exclusive places of jurisdiction shall remain.
(3) The relations between the Seller and the Customer and all deliveries and services of the Seller shall be governed exclusively by the substantive sales and commercial law (BGB and HGB) and the other laws of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG), which shall not apply, and the UN Limitation Agreement.
Data protection notice:
The Customer acknowledges that the Seller stores data from the contractual relationship exclusively in accordance with the provisions of German data protection law for the purpose of data processing. Personal data, insofar as it is required for the establishment, implementation and termination of the contractual relationship, is used exclusively for the execution of the contracts concluded between the Purchaser and the Seller, such as for the delivery of goods to the addresses provided by the Purchaser. Furthermore, the Seller reserves the right to transmit this data to third parties (e.g. insurance companies) as far as necessary for the fulfillment of the contract.