General Terms and Conditions of Purchase (GTCP)

1. Scope

 

1.1 For all orders and contracts, in particular for contracts for the purchase and/or delivery of movable goods, regardless of whether the contractor (hereinafter referred to as “Contractor”) manufactures the deliveries or services itself or purchases them from third parties (§§ 433, 650 BGB) and for contracts for work and services (excluding construction and architect contracts) – hereinafter referred to as “order” - of EUROPACENTER AG and all companies affiliated with it within the meaning of Section 15 AktG (German Stock Corporation Act) (hereinafter referred to as “AG”), these General Terms and Conditions of Purchase (hereinafter referred to as “GTCP”) shall apply exclusively, unless otherwise expressly agreed in writing. These terms and conditions, in their respective version, shall also apply as a framework agreement to future orders with the same contractor, without the AG having to refer to them again in each individual case.

 

1.2 The AG shall only be bound by the contractor's general terms and conditions to the extent that they correspond to its own terms and conditions or have been agreed to in writing. This requirement of consent shall also apply if the Client accepts the Contractor's performance without reservation in full knowledge of the Contractor's General Terms and Conditions. The same shall also apply to all other terms and conditions and provisions of the Contractor in other documents (e.g., order confirmations, specifications, data sheets, technical documentation, advertising material).

 

 

2. Form and receipt

 

2.1 Where these GTC refer to “in writing,” this shall be understood to mean in a form corresponding to § 126 (1) BGB (German Civil Code). Where these GTC refer to “electronically,” an e-mail with a simple signature shall suffice. Unless otherwise specified in these GTC, the written form cannot be replaced by the electronic form.

 

2.2 Unless a stricter or special form is required by law or contract, in particular in these GTC, all correspondence must be conducted electronically.

 

2.3 The timeliness of a declaration shall be determined by its receipt by the other party.

 

 

3. Conclusion of contract

 

3.1 Orders as well as additions, amendments, and subsidiary agreements to orders shall be made exclusively on the basis of and in accordance with these GTC.

 

3.2 The order shall be placed by sending the customer's order form/order letter electronically or by post. If an order can only be placed via the contractor's order platform, the customer's order form/order letter is not required for the order to be effective; any correspondence relating to the contract must be conducted using the EC ID provided.

 

3.3 The Contractor is obliged to confirm the content of the order to the Client in writing or electronically within one week (hereinafter referred to as “order confirmation”). If the Contractor fails to do so within the specified period, the Client may revoke the order. Such revocation must be declared in writing or electronically within one week of the expiry of the period specified in sentence 1.

 

3.4 If the Client's order deviates from the Contractor's offer, the Contractor shall be bound by the content of the order unless it objects to the content of the order in writing within one week. The Client's right of revocation under clause 3.3, sentences 2 and 3, remains unaffected.

 

3.5 If the order confirmation deviates from the order, the Client shall only be bound if it has agreed to the deviation in writing or electronically. The unconditional acceptance of deliveries or services as well as silence or payments do not constitute consent on the part of the Client.

 

4. Delivery, place of performance, time of performance, and default of acceptance

 

4.1 The service or delivery shall be made to the place of receipt specified in the order. If the destination is not specified, the client shall be entitled to designate its place of business or the location of a property belonging to the EUROPA-CENTER Group as the place of performance. The respective destination is also the place of performance for the service or delivery and for any subsequent performance (obligation to deliver). The respective destination is also the place of performance for the service or delivery and for any subsequent performance (obligation to deliver). In the event of assembly at the place of performance, the Contractor shall observe the house rules posted in the Client's premises.

 

4.2 Partial services or partial deliveries are not permitted unless expressly agreed otherwise in writing or electronically in advance. In the event of unauthorized partial services or partial deliveries, the Client shall be entitled, if it has unsuccessfully set the Contractor a reasonable deadline for complete performance or subsequent performance, to withdraw from the contract for the remaining services or from the contract as a whole, or to terminate it in whole or in part. The statutory provisions on the dispensability of setting a grace period shall apply accordingly.

 

4.3 If the Contractor intends to discontinue the delivery of spare parts, the Client must be notified of this in writing and given the opportunity to place a final order.

 

4.4 The performance or delivery time specified by the Client in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 30 calendar days from the conclusion of the contract.

 

4.5 The timeliness of deliveries or subsequent performance shall be determined by the date of receipt at the place of receipt specified by the Client; the timeliness of deliveries involving installation or assembly and of services within the scope of contracts for work and services shall be determined by their acceptance; the timeliness of services within the scope of service contracts or contracts similar to service contracts shall be determined by their completion.

 

4.6 The Client must be notified immediately in the event of a recognizable delay in delivery or performance or subsequent performance.

 

4.7 The statutory provisions shall apply to the occurrence of a default of acceptance on the part of the Client, subject to the following proviso: The Contractor must expressly offer its performance even if a specific or determinable calendar time has been agreed for an action or cooperation on the part of the Client (e.g., provision of material). If the Client is in default of acceptance, the Contractor may demand compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract concerns a non-fungible item to be manufactured by the Contractor (custom-made product), the Contractor shall only be entitled to further rights if the Client undertakes to cooperate and is responsible for the failure to cooperate.

 

4.8 The Contractor shall only have a right of set-off and retention for legally established or undisputed counterclaims.

 

5. Transfer of risk, shipping, packaging

 

5.1 For deliveries without installation or assembly, the risk shall pass upon receipt at the place of receipt specified by the Client; for deliveries with installation or assembly and for services within the scope of contracts for work and services, the risk shall pass upon acceptance; for services within the scope of service contracts or contracts similar to service contracts, the risk shall pass upon termination.

 

5.2 Unless otherwise agreed, the shipping and packaging costs shall be borne by the Contractor. In the case of pricing ex works or ex the Contractor's sales warehouse, shipment shall be made at the lowest possible cost, unless the Client has specified a particular mode of transport. Additional costs due to non-compliance with shipping instructions shall be borne by the Contractor. In the case of free delivery to the recipient, the Client may also specify the mode of transport. Additional costs for expedited transport necessary to meet a delivery date shall be borne by the Contractor.

 

5.3 Each delivery shall be accompanied by packing slips or delivery notes stating the contents and the complete order identification. The shipment shall be reported immediately with the same information.

 

5.4 All information relevant to the contents, storage, and transport must be clearly marked on the packaging.

 

6. Contractual penalty

 

6.1 If the agreed deadline is exceeded for reasons for which the Contractor is responsible, the Client shall be entitled to charge a contractual penalty of 0.2%, up to a maximum of 5% of the net invoice amount, for each working day or part thereof of the delay. If the corresponding reservation is not made upon acceptance or approval of the deliveries, services, or subsequent performance, the contractual penalty may nevertheless be claimed until the final payment.

 

6.2 If the Contractor is obliged to pay the Client a contractual penalty for delay, this shall be offset against any claims for damages that the Client may have against the Contractor due to the delay. If the Client is entitled to compensation for damages due to default on contractual deadlines (interim deadlines and/or overall completion date), it may demand the forfeited contractual penalty as the minimum amount of damages. The assertion of further damages is not excluded.

 

7. Rights of use and property rights

 

7.1 The Contractor grants the Client the non-exclusive, transferable, worldwide, and unlimited right

 

7.1.1 to use the deliveries and services, including the associated documentation, to integrate them into other products, and to distribute them;

 

7.1.2 use or allow the use of software and the associated documentation (hereinafter collectively referred to as “software”);

 

7.1.3 sublicense the right of use pursuant to clause 7.1.2 to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG), commissioned third parties, other distributors, and end customers, insofar as this concerns individual software;

 

7.1.4 to use or allow the use of all works created through the Contractor's activities, in particular documents, project outlines, presentations, drafts, and marketing drafts (hereinafter referred to as “work results”); in particular, the Client is granted the right to reproduce, distribute, exploit, and edit them, as well as sole and unrestricted ownership of those work results to which ownership can be established and transferred. If ownership rights can be established and transferred to work results, the Contractor shall also grant these to the Client at the time of their creation;

 

7.1.5 to license affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) and other distributors the right to grant end customers the right of use in accordance with Clause 7.1.2;

 

7.1.6 to use software for integration into other products, in particular to copy it for installation in hardware or to have it copied by affiliated companies within the meaning of Section 15 AktG or other distributors.

 

7.2 In addition to the right granted in Section 7.1, the Customer, affiliated companies within the meaning of Section 15 AktG, and other distributors are authorized to permit end customers to transfer the software licenses.

 

7.3 All sublicenses granted by the Client must provide adequate protection for the Contractor's intellectual property in the software by using the same contractual provisions that the Client uses to protect its own intellectual property.

 

8. Prices, hourly wages, and invoices

 

8.1 Unless otherwise agreed in writing or electronically in individual cases, the price includes all services, deliveries, and ancillary services provided by the Contractor (e.g., assembly, installation) as well as all ancillary costs (e.g., costs of proper packaging, transport, including any transport and liability insurance, and travel expenses).

 

8.2 Additional services must be ordered by the Client in writing or electronically before they are performed. Otherwise, additional claims beyond the total fixed price are excluded.

 

8.3 The signing of hourly wage slips confirms receipt and factual accuracy. Furthermore, the signature does not constitute acknowledgment of an obligation to pay remuneration. Time sheets must be submitted to the Client on a weekly basis.

 

8.4 Invoices must be sent to the client, stating the order number and the ECID shown in the order, with a meaningful brief description of the service invoiced. Invoices must be sent electronically to the email address rechnungseingang@europa-center.de. Invoices must be sent individually in PDF format (one invoice per PDF document). Any attachments, such as measurements, delivery notes, or proof of work (e.g., timesheets), must be included in the document with the invoice; the file name must not contain any special characters and the file size should not exceed 5 MB.

 

8.5 Invoices can only be processed by EUROPA-CENTER if they comply with the legal requirements, in particular the UStG (German Value Added Tax Act), as well as the requirements set out in 7.3. The contractor is responsible for all consequences arising from non-compliance with this obligation.

 

9. Payments

 

9.1 Unless otherwise agreed, payments are due within 30 calendar days. If payment is made within 14 calendar days, the client shall be granted a 3% discount on the net invoice amount.

 

9.2 The payment period shall commence as soon as the delivery or service has been completed in full and the duly issued invoice has been received. If the Contractor is required to provide documents, the completeness of the delivery and service shall also be subject to the receipt of these documents. In the event of a defect covered by warranty, the Client is entitled to withhold payment in the amount of three times the costs required to remedy the defect. A cash discount deduction is also permissible if the Client offsets or withholds payments in the above amount due to defects; the payment period for the amount withheld due to defects shall commence after the defects have been completely remedied.

 

The confirmation of receipt of the payment order by the Client's executing bank shall be decisive for the timeliness of the payment.

 

9.3 In the event of default in payment, the customer shall owe default interest at a rate of 5 percentage points above the base rate pursuant to § 247 BGB (German Civil Code).

 

9.4 Payments and use/commissioning do not constitute acceptance of the deliveries and services as being in accordance with the contract.

 

 

10. Special provisions for digital products

 

10.1 The special provisions of the following paragraphs apply to contracts concluded by the customer for digital products (license agreements, maintenance agreements for software and hardware, subscriptions, etc.).

 

10.2 Notwithstanding Section 9, unless otherwise agreed, payments for a basic module are only due after completion of customization.

 

10.3 Customization is the adaptation of the purchased or rented software to the individual needs of the Customer. Unless otherwise agreed, this includes in particular:

 

- the implementation of basic settings tailored to the Customer's contractual purpose of use,

- entering the operating data necessary for use by the Customer, such as company data such as company name, legal form, and the like, account names, server names, user data, process properties,

- a two-month test phase (beginning with the completion of the basic settings and the transfer of the operating data). During this test phase, the Contractor shall continue to adapt the purchased software as necessary in accordance with the Client's feedback (test feedback) until the end of the test phase. Unless otherwise agreed, these adjustments shall be made by the Contractor within one week of receiving the respective test feedback from the Client (“response time”) without additional remuneration.

- Final testing (including programming) at the end of a test phase with subsequent approval (in writing or electronically) by the Client.

 

10.4 Unless otherwise agreed, updates developed during the term of the contract are part of the service owed for a purchased or rented basic software module.

 

10.5 In addition to Section 2.2, the following applies to communication within the scope of an IT project:

- The client shall provide a Microsoft Teams Kanban board for collaboration.

- The parties undertake to conduct communication within the project via the Kanban board as far as possible. Team work will be organized in Microsoft Planner; tasks and open issues will be managed in Planner (including document storage).

 

10.6 In addition to Section 8, the Contractor is obliged to invoice services provided on the basis of a change request (CR) separately (with a separate invoice). A CR is a service extension or change that was not included in the original order and was subsequently commissioned (after completion of customizing). Updates to a basic module are not CR services (Section 10.4).

 

10.7 If work results arise that can be protected by industrial property rights, the Contractor is obliged to notify the Client immediately in writing. The Client is free to register these property rights in its name. The Contractor shall provide the Client with comprehensive support in this regard, in particular by immediately providing the Client with the necessary information and making all necessary declarations and taking all necessary measures. The Contractor is prohibited from registering such rights in its own name or in the name of a third party or from directly or indirectly assisting third parties in doing so. In the case of inventions and technical improvements, the provisions of the German Employee Inventions Act shall apply.

 

11. Incoming inspections

 

11.1 The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: The customer's obligation to inspect is limited to defects that become apparent during the incoming goods inspection by means of external examination, including the delivery documents, and during quality control by means of random sampling (e.g., transport damage, incorrect or short delivery). If acceptance has been agreed, there is no obligation to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case.

 

11.2 The customer's obligation to give notice of defects discovered later remains unaffected. In all cases, the customer's complaint (notification of defects) shall be deemed to have been made immediately and in good time if it is received by the contractor within 10 calendar days of the customer discovering the defect.

 

12. Claims for defects (warranty)

 

12.1 Unless otherwise specified below, the statutory provisions shall apply to the Client's rights in the event of material defects and defects of title in the delivery or service (including delivery or service of incorrect quality and/or quantity, improper assembly, defective assembly, operating or operating instructions, and incorrect instruction) and in the event of other breaches of duty by the Contractor.

 

12.2 The Contractor warrants that all deliveries and services comply with the generally accepted rules of technology, the relevant legal provisions, and the regulations and guidelines of authorities, professional associations, and trade associations at the time of delivery/performance of the service and that it is not aware of any upcoming changes.

 

This applies in particular to the environmental protection regulations applicable in the EU, the Federal Republic of Germany, and at the Contractor's place of business. The Contractor shall immediately inform the Client in writing of any forthcoming changes of which it is aware.

 

12.3 Notwithstanding Section 442 (1) sentence 2 of the German Civil Code (BGB), the Client shall be entitled to claims for defects without restriction even if the defect remained unknown to him at the time of conclusion of the contract as a result of gross negligence.

 

12.4 If the delivery or service is defective, the Client may, regardless of the type of contract, choose to demand that the Contractor remedy the defect or deliver a replacement. In this case, the Contractor shall be obliged to bear all expenses necessary for the purpose of remedying the defect and for replacement deliveries. The right to compensation, in particular compensation in lieu of performance, is expressly reserved.

 

12.5 If the Contractor fails to fulfill its obligation to remedy the defect – at the Client's discretion, either by remedying the defect (repair) or by delivering a defect-free item (replacement delivery) or producing a new work or other service (replacement service) – within a reasonable period set by the Client, the Client may remedy the defect itself and demand reimbursement from the Contractor for the necessary expenses or a corresponding advance payment, regardless of the type of contract.

 

12.6 The costs incurred by the Contractor for the purpose of inspection and rectification shall be borne by the Contractor even if it transpires that there was in fact no defect. The Client's liability for damages in the event of an unjustified request to remedy a defect remains unaffected; however, the Client shall only be liable in this respect if it recognized or, through gross negligence, failed to recognize that there was no defect.

 

12.7 The limitation period for claims for defects by the Client is 36 months, calculated from the transfer of risk in accordance with Section 4.1, unless a longer warranty period applies due to statutory or separate contractual provisions. The warranty period shall be suspended for the period beginning with the dispatch of a notice of defect by the Client and ending with the acceptance of the defect-free delivery or service by the Client.

 

12.8 The limitation period shall recommence upon completion of the remedial measure with regard to the defect leading to subsequent performance.

 

12.9 Upon first request, the Contractor shall indemnify the Client against all claims asserted against the Client by third parties – regardless of the legal basis – due to a material defect, a defect of title, or any other defect in a delivery or service provided by the Contractor, and shall reimburse the Client for the necessary costs of legal action in this regard. Clause 13 shall apply in addition.

 

12.10 The Client shall be entitled to the statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 445a, 445b, 478 BGB) without restriction in addition to the claims for defects; this shall also apply if the Client and its customers are not bound by a purchase contract but by another type of contract. In particular, the Client is entitled to demand from the Contractor exactly the type of subsequent performance (repair or replacement delivery) that the Client owes its customer in the individual case.

 

12.11 Before the Client acknowledges or fulfills a claim for defects asserted by its customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) BGB), it shall notify the Contractor and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not provided within a reasonable period of time and no amicable solution is reached, the defect claim actually granted by the Client to its customer shall be deemed to be owed by the Contractor. In this case, the Contractor shall be responsible for providing evidence to the contrary.

 

12.12 The Client's claims arising from supplier recourse shall also apply if the defective delivery has been further processed by the Client or another entrepreneur, e.g., by installation in another product.

 

13. Product liability

 

13.1 If the client is held liable by third parties under product liability or other statutory provisions for a material defect, a defect of title, or any other defect in a product delivered by the contractor, the contractor shall be obliged to indemnify the client in full against such claims upon first request, provided and to the extent that it is directly liable to the third party in the external relationship.

 

13.2 In addition, the Client shall be entitled to demand reimbursement from the Contractor for any costs incurred by the Client as a result of having to take measures to avert danger, such as warning against or precautionary recall of a defective product, unless the Contractor provides evidence of lack of causality.

 

13.3 The Contractor shall bear the costs of risk assessment (in particular expert costs) as well as the Client's internal administrative and processing costs, unless the Contractor provides evidence of lack of causality.

 

14. Third-Party Intellectual Property Rights

 

The Contractor (AN) assures that third-party rights do not conflict with the intended use of the service or delivery, and in particular that no third-party intellectual property rights are infringed. If the Client (AG) is held liable due to a possible infringement of third-party rights, such as copyrights, patents, or other intellectual property rights, the Contractor shall indemnify the Client against such claims and any associated services.

 

15. Liability

 

15.1 The Contractor shall be liable for all damages caused to the Client or third parties due to its own fault or the fault of its employees or other agents. The Contractor is obligated to indemnify the Client against any claims for damages by third parties in connection with the Contractor’s performance or the performance of third parties commissioned by the Contractor.

 

This does not apply if the Contractor proves that it is not responsible for causing the damage.

 

15.2 The Client’s liability for the breach of non-essential contractual obligations is limited to intent and gross negligence.

 

15.3 Except in cases of intent, the Client’s liability is limited to foreseeable, contract-typical, direct damages at the time the contract was concluded. The Client is not liable for atypical damages or unusual damage scenarios.

 

15.4 Statutory liability for culpable injury to life, body, or health remains unaffected.

 

16. Transfer of Orders to Third Parties

 

The transfer of orders to third parties without the prior written or electronic consent of the Client is not permitted and entitles the Client to withdraw from the contract in whole or in part and to claim damages.

 

17. Provision of Materials and Retention of Title

 

17.1 Materials provided as well as information made available remain the property of the Client and must be stored separately at no charge, labeled as the Client’s property, and managed accordingly. Their use is permitted only for the Contractor’s orders. In the event of depreciation or loss, the Contractor must provide compensation, and the Contractor is liable even for simple negligence. This also applies to the provision of order-related materials that are invoiced.

 

17.2 Processing or transformation of the materials and information is carried out for the Client. The Client shall become the direct owner of the new or transformed item. Should this not be legally possible, the Client and Contractor agree that the Client shall acquire ownership of the new item at any time during processing or transformation. The Contractor shall store the new item for the Client free of charge with the care of a prudent merchant.

 

17.3 Transfer of ownership to the Client must be unconditional and irrespective of payment of the purchase price. If, in individual cases, the Client accepts an offer from the Contractor that conditions the transfer of ownership upon payment, the Contractor’s retention of title expires at the latest upon payment for the delivery. All other forms of retention of title are excluded, particularly extended, transferred, or prolonged retention of title related to further processing.

 

18. Tools, Molds, Samples

 

18.1 Molds, samples, models, profiles, drawings, standard sheets, printing templates, and gauges provided by the Client, as well as items produced based on these, may not be disclosed to third parties or used for purposes other than contractual purposes without the Client’s written or electronic consent.

They must be protected against unauthorized inspection or use. Subject to further rights, the Client may demand their return if the Contractor violates these obligations.

 

18.2 Any rights of retention claimed by the Contractor regarding documents, molds, samples, models, profiles, etc. belonging to the Client are excluded.

 

19. Insurance

 

19.1 Transportation for all deliveries and services must be insured by the Contractor.

 

19.2 The Contractor is obligated to take out adequate commercial liability insurance for all damages for which it is responsible and to provide proof of such insurance to the Client upon request.

 

20. Assignment of Claims

 

Assignments of claims by the Contractor are permissible only with the prior written consent of the Client.

 

21. Special Termination Right

 

If the Contractor suspends payments, if a preliminary insolvency administrator is appointed, or if insolvency proceedings are opened over the Contractor’s assets, the Client is entitled to withdraw from the contract in whole or in part and/or to terminate the contract. In the event of withdrawal/termination, the Client may use existing equipment or deliveries and services provided by the Contractor for the continuation of the work against reasonable compensation.

 

22. Contractor’s Duty of Confidentiality

 

22.1 The Contractor undertakes to maintain absolute confidentiality toward third parties with respect to all knowledge and information accessible to it regarding the present project.

 

22.2 The Contractor shall not disclose to third parties any knowledge, experience, documents, assignments, business processes, or other information obtained from or about the Client, including the conclusion of the contract and its results—both during and after the contract term—unless such information has become publicly known legally or the Client has granted written or electronic consent in individual cases. If the Client has consented to the transfer of orders to third parties, those third parties must be bound to confidentiality in writing.

 

22.3 Should the Contractor culpably violate the confidentiality obligations according to Sections 22.1 and

22.2, this shall constitute an important reason for termination by the Client. The Client reserves the right to assert claims for damages instead of termination.

 

22.4 The Contractor agrees to name the Client as a reference customer and/or advertise products developed for the Client under the contractual relationship and/or issue press releases or other public statements related to the contract only with the Client’s prior consent.

 

23. Data Protection

 

23.1 If the Contractor comes into contact with personal data in connection with an order, it is obligated to observe data protection requirements, in particular to maintain confidentiality. This obligation is comprehensive. The Contractor may not process personal data without the Client’s express permission and may not disclose or make such data accessible to unauthorized persons.

 

23.2 Under the EU General Data Protection Regulation (GDPR), “processing” refers to any operation performed on personal data, with or without automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

 

23.3 “Personal data” within the meaning of the GDPR includes all information relating to an identified or identifiable natural person; a natural person is considered identifiable if they can be identified directly or indirectly, particularly by reference to an identifier such as a name, identification number, location data, an online identifier, or one or more factors specific to that person’s physical, physiological, genetic, mental, economic, cultural, or social identity.

 

23.4 Under the GDPR, violations of data protection regulations may be punishable under § 42 DSAnpUG-EU (new BDSG) or other criminal provisions with imprisonment or fines. Data protection violations may also constitute breaches of employment or service obligations and result in corresponding consequences. In addition, data protection violations may expose the company to potentially very high administrative fines, which may in turn lead to claims for compensation against the Contractor.

 

23.5 The Contractor’s obligations continue indefinitely and beyond the termination of the order.

 

23.6 The Contractor undertakes to support the Client in inquiries by data protection supervisory authorities so that the Client can fulfill its accountability and other obligations as “controller” within the meaning of the GDPR (e.g., concerning data processing and data protection). Rights of retention and/or refusal of performance by the Contractor are excluded in this regard.

 

 

24. Choice of Law and Jurisdiction

 

24.1 These General Terms and Conditions of Purchase (AEB), as well as all legal relationships between the Client and the Contractor, are subject to the laws of the Federal Republic of Germany, excluding all international and supranational (contract) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. The prerequisites and effects of the retention of title are governed by the law at the location of the goods, insofar as the choice of German law is invalid or ineffective under such law.

 

24.2 If the Contractor is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special public-law fund, the exclusive—also international—place of jurisdiction for all disputes arising from the contractual relationship is Hamburg. However, the Client is also entitled to bring action at the place of performance of the delivery obligation.

 

25. Final Provisions

 

Should any provision of these General Terms and Conditions of Purchase be wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid or unenforceable provision with a valid and enforceable one that comes as close as possible to the content and purpose of the invalid or unenforceable provision.