General Terms and Conditions of Sale, Delivery and Payment of Saint-Gobain Rigips GmbH (valid from December 16, 2022)
All our services shall be provided exclusively on the basis of these terms and conditions, which shall also apply to all future business relations with you, our customer. Your general terms and conditions, in particular terms and conditions of purchase, shall not be binding on us unless we expressly accept them in writing, even if we do not expressly object to them in individual cases. Any reference to a letter containing or referring to conflicting terms and conditions shall not constitute an acknowledgement of such terms and conditions by us.
2. Offer, Prices, Tools, Terms of Payment, Offsetting
Our offers are subject to change. Unless otherwise agreed, the prices in our current price list plus the respective statutory value added tax shall apply. The prices are understood to be in the FRG (mainland) per truck free construction site or warehouse and are only valid on the basis of a minimum load weight of 5 t, unless otherwise agreed with us. Prerequisite for the delivery is a road condition that allows the approach of trucks with a total weight of up to 40 tons. Unloading and its costs are at your expense.
Unless otherwise agreed with us, our invoices are due immediately and payable without deduction. Insofar as we expressly allow a cash discount on the respective invoice, payment must be irrevocably received by us within the specified cash discount period. Only the value of the goods shall be eligible for cash discount, i.e. in particular pallets, packaging, auxiliary materials, freight, surcharges for small quantities, etc. which have not been stated.
Cheques are only accepted on account of payment, bills of exchange under no circumstances. In case of default you have to pay interest according to §§ 246, 247, 288 BGB (German Civil Code) without prejudice to the assertion of further damage caused by default. Your set-off against or retention due to counterclaims is excluded, unless these are undisputed or legally established.
3. contract, statements and promises
All orders, other agreements, statements and promises, in particular any guarantees require our written confirmation (two signatures - also facsimile), which is exclusively authoritative. In the absence of a written order confirmation, an order shall be deemed accepted on our terms and conditions upon delivery of the goods to you, your vicarious agent or the respective carrier.
If it transpires that your financial circumstances are poor or have deteriorated significantly and are not suitable for the granting of credit according to our free assessment, we shall be entitled to refuse the services incumbent upon us until, at our discretion, the counter-performance has been effected or security has been provided.
If you declare that you do not wish to fulfill a contract for such reasons lying within your sphere of influence, and if we agree to the cancellation of the contract despite the lack of obligation, we may demand 20% of the purchase price as liquidated damages; the same shall apply in the case of voluntary return of goods, also on the basis of asserted retention of title pursuant to Section 10.
4. technical advice, training etc.
Our technical information, suggestions and advice shall only be binding if they are object-related and made in writing. In any case, you have the obligation to examine such, taking into account our services to be rendered, for suitability for the intended use in question and, if reasonable or necessary, to consult further competent persons. Since our aforementioned services and training are provided as a courtesy, liability is excluded to the extent permitted by law; otherwise, Section 9 shall apply.
5. transport and transfer of risk, damages etc.
The transport and unloading of the goods shall in all cases be at your risk, even insofar as we use the carrier (sale by delivery to a place other than the place of performance). The immediate unloading is your responsibility. In order to safeguard your rights with regard to any damage in transit, you shall inspect all deliveries for any damage and/or loss or relevant differences in quantity before and upon unloading. Any damage or short or excess delivery must be reported to us immediately in advance by telephone and then by fax for the purpose that we can also determine the facts on the spot. In any case, however, a declaration of the carrier about damages and/or losses must be made on the consignment note and provided by you.
6. packaging, special logistics
Any packaging will be provided as sales packaging, the disposal of which is exclusively your responsibility at your own cost. If, at your request, packaging deviating from our standard is provided, this will be charged additionally.
If the goods are shipped on pallets accepted by us, these will be invoiced, added to your pallet account and refunded by means of a corresponding credit note if the goods are returned freight paid in undamaged condition to our locations in Gelsenkirchen-Scholven, Brieselang, Herrenberg-Gültstein or Nuremberg. This return of pallets, which is free of charge for you, is only possible in connection with a collection of goods.
At your request, we will also be happy to collect undamaged pallets from you if the minimum quantity specified in our current price list is exceeded. In this case, you will be charged an additional service fee according to the current price list.
The aforementioned service fees also apply to a direct pallet exchange (full pallets for empty pallets) in the course of a delivery of goods by us.
All three mentioned possibilities of pallet return require prior coordination with us (registration pallet return).
Possible truck crane self-unloading is at your expense, instruction and risk, whereby the carrier is authorized to charge you directly. Auxiliaries such as low-lift trucks, if available, will be provided for use at your request and risk against payment, remain our property and are to be returned undamaged to one of our plants freight prepaid. If the return does not take place within one month after delivery, the aids will be charged to you at the new price.
7. delivery time
Delivery dates, even if a date is specified, are approximate and are otherwise also met if the ordered goods are ready for shipment within the possibly agreed period with us. We assume no liability for the goods not arriving on time. Force majeure, which includes, but is not limited to, traffic disruptions, shortages of goods, wagons and raw materials, failure of the energy supply, and strike, lockout and other operational disruptions, as well as other obstacles for which we are not responsible, which make the delivery impossible or more difficult, extend the delivery time appropriately.
The quality of the goods to be delivered, including their usability for a specific purpose, shall be exclusively determined by the respective agreements of the parties. Dimensional and weight deviations within the scope of customary tolerances do not constitute a defect. Samples and specimens which we make available to you serve only as an approximate description of the goods. Our illustrations in catalogs and brochures are not binding for the design. We reserve the right to make technical and design changes to the goods, provided that they are customary in the trade, do not unreasonably affect you and do not impair the usability for the agreed purpose.
You must notify us in writing of any obvious defects without delay, but no later than 5 days after delivery. If you fail to notify us in due time and form, the delivery shall be deemed approved, unless we have fraudulently concealed the defect from you. Otherwise, § 377 of the German Commercial Code (HGB) shall apply. If you fail to examine the properties relevant for the intended use at least on a random basis (e.g. by means of functional tests or a trial installation) prior to installation or attachment of the goods, you shall be in substantial breach of the standard of care in commercial transactions (gross negligence).
In the event of subsequent performance, we reserve the right to choose between rectification of the defect and delivery of a defect-free item; this shall not apply in the event of a delivery recourse pursuant to Sections 445a, 445b of the German Civil Code (BGB) if the last contract in the delivery chain is a consumer goods purchase. § Section 439 (3) BGB shall remain unaffected. The necessity of expenses for the removal of defective goods and the installation of non-defective goods must be explained and proven by you. For this purpose, the actual costs incurred for the measure reasonably undertaken must be proven in a comprehensible statement of account.
Insofar as the costs of subsequent performance are disproportionate according to the individual circumstances of the case, we may refuse to reimburse these expenses. The costs shall be deemed disproportionate in particular if the costs of subsequent performance are disproportionate to the value of the goods in a defect-free condition or to the significance of the defect. This is regularly the case if the total costs of subsequent performance exceed 150% of the invoiced value of the goods or 200% of the reduced value of the goods due to the defect.
The warranty period shall be one year. The statutory limitation periods in the case of fraudulent concealment, in the case of an item that has been used in accordance with its customary use for a building and has caused its defectiveness, as well as in the case of a delivery recourse pursuant to §§ 445a, 445b BGB, where the last contract in the delivery chain is a consumer goods purchase, shall remain unaffected.
We do not assume guarantees in the legal sense, unless these are expressly agreed.
Claims for damages due to a defect which is not already deemed to have been approved in accordance with 8. para. 2 are governed by 9. para. 3.
Your right of recourse according to §§ 445a, 445b BGB (recourse of the seller) shall only exist insofar as you have not made any agreements with your customer which go beyond the statutory claims for defects. However, your right of recourse pursuant to Sections 445a, 445b BGB shall only exist up to a maximum amount of 150% of the invoiced value of the goods; this shall not apply in the case of recourse where the last contract in the supply chain is a consumer goods purchase.
The limitation period for your recourse claims pursuant to §§ 445a, 445b BGB shall be one year from the statutory commencement of the limitation period, unless the last contract in the supply chain is a consumer goods purchase. In this case, the statutory limitation period shall apply.
9 Liability for damages
Our liability for damages is limited to intent and gross negligence. This does not apply to liability due to a fraudulently concealed defect, due to injury to life, body or health, due to the breach of cardinal obligations and due to the Product Liability Act. Cardinal obligations in this sense are obligations which arise from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract.
Our liability is limited to the compensation of the contract-typical, foreseeable damage. This shall not apply to liability for damages due to intent or gross negligence, due to a fraudulently concealed defect, due to injury to life, limb or health and due to the Product Liability Act.
If we are in default due to simple negligence, our liability for the damage caused by default shall also be limited to a maximum of 5% of the agreed price.
The limitation period for our claims for damages is one year, unless the claims are based on a fraudulently concealed defect, on the defect of an item that has been used in accordance with its customary use for a building and has caused its defectiveness, on injury to life, limb or health, on intent or gross negligence or on the Product Liability Act. In these cases, the statutory limitation period shall apply.
All limitations of our liability shall also apply to breaches of duty by the Seller's vicarious agents.
The personal liability of our legal representatives, vicarious agents and employees for damage caused by them shall be limited to the same extent.
10. reservation of proprietary rights
Our goods remain our property until full payment of all claims, including any balance claims from current account, to which we are entitled, also in the future.
The processing or transformation of our goods shall be carried out for us as manufacturer, but without any obligation for us. In the event of processing or transformation with other goods not belonging to us by you, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or transformed goods at the time of processing. You shall hold in safe custody, free of charge, the item owned or co-owned by us in the above cases, which shall also be deemed to be goods subject to retention of title within the meaning of these Terms and Conditions. You shall be entitled to process, transform and sell the reserved goods in the ordinary course of business. Pledges or transfers by way of security or other disposals of the goods are not permitted.
The claims arising from the resale or any other legal reason (e.g. payment of insurance, damages in tort) with regard to the goods subject to retention of title shall be assigned to us already now, without our separate declaration of acceptance being required, as security for all our claims arising from the business relationship with you, irrespective of whether the goods subject to retention of title are resold without or after processing or transformation and whether they are resold to one or more purchasers. The assignment shall be made with all ancillary rights, including the right to register a security mortgage, with priority over any claims you may have. If you sell goods subject to retention of title together with other goods not supplied by us, the assignment shall be made in the amount of the pro rata value of the goods subject to retention of title in the total sale price. In such a case, the pro rata value of the reserved goods shall be the invoice amount of the seller plus a surcharge of 20%, which, however, shall not be taken into account if it is opposed by third party rights. The advance assignment shall also extend to the balance claim including the final balance from a current invoice. In all cases, you shall only be entitled to resell the goods if it is ensured that the aforementioned assigned claims are transferred to us.
If you build the reserved goods into the property of a third party as an essential component, you hereby assign to us your statutory claims for remuneration against the third party in the amount of the value of the reserved goods. As long as you are entitled to resell the goods, you are also entitled to collect the resale proceeds.
You shall reserve the conditional ownership of the reserved goods to which you are entitled vis-à-vis your customers until they have paid the price in full. Without this reservation you are not authorized to resell the reserved goods.
If you are in default with an obligation towards us or if a deterioration of the financial situation within the meaning of Clause 3 occurs or if we assert our rights pursuant to Clause 3, your right to process, transform and resell the reserved goods as well as the authorization to collect the claims assigned to us against your customer shall expire. We may demand that you name the assigned claims and their third-party debtors, provide all information necessary for the collection of these claims, hand over at least a copy of the relevant documents to us and notify the third-party debtor of the assignment. In addition, we shall also be entitled to notify the third-party debtor of the assignment ourselves. We may also demand that any goods still in our possession be surrendered to us without this constituting withdrawal from the purchase contract. Unsaleable goods or goods which are only saleable to a limited extent shall, at our discretion, not be taken back or shall be taken back without compensation; with regard to saleable goods, Clause 3, Paragraph 3 shall apply accordingly.
If the value of the securities granted to us exceeds the amount of our claims by more than 20%, we shall be obliged to release securities of our choice at your request or at the request of a third party affected by the excess security. The claims assigned to us shall be valued at their nominal value.
11 Place of performance, place of jurisdiction, applicable law
For both parties, the place of performance for deliveries shall be the location of our respective delivery plant or external warehouse, and for payments Düsseldorf. The place of jurisdiction shall be Düsseldorf or, at our option, the customer's place of business. The law applicable in the Federal Republic of Germany is agreed to the exclusion of the provisions of the Hague Convention on Contracts for the International Sale of Goods (EKG/EAG) and the Uniform UN Sales Convention (CISG).
General Terms and Conditions of Purchase
Section 1 Scope
(1) All purchases and orders by the Saint-Gobain Rigips GmbH (“Buyer”) from commercial entities in the sense of Section 14 BGB (German Civil Code), a legal person under public law or a special asset under public law (“Seller”) (collectively “the Parties”) are subject exclusively to the Buyer’s General Terms and Conditions of Purchase (the “General Terms and Conditions of Purchase”).
(2) Regardless of whether the GTCP are explicitly agreed again, they shall also apply to all the Buyer’s future purchases and orders. The version current when the contract is concluded shall always apply. The Buyer shall immediately inform the Seller of new versions of the General Terms and Conditions of Purchase.
(3) The Buyer shall not recognise the Seller’s terms and conditions where these contradict or deviate from the General Terms and Conditions of Purchase, unless it has explicitly agreed that they should apply. The General Terms and Conditions shall apply even if the Buyer accepts a delivery or other service from the Seller without reservation or provides a contractually agreed service without reservation in full knowledge of terms and conditions on the part of the Seller which contradict or deviate from the General Terms and Conditions.
Section 2 Business preparation, conclusion of contact, other declarations
(1) Regardless of whether a contract comes into being or not, expenses incurred by the Seller for visits, drafts, samples, templates, cost estimates, offers etc. in the course of business preparation shall not justify a cost obligation or other liability on the Buyer’s part.
(2) The Buyer’s orders are always non-binding until submission or confirmation in text form by the Buyer. The Seller must inform the Buyer of any obvious errors (e.g. typing or mathematical errors) and gaps in the order, including the order documents, before accepting the order for the purposes of correction and/or completion; otherwise, the contract shall not count as concluded.
(3) Legally significant declarations and notices which the Seller has to submit to the Buyer or a third party require the written form.
(4) The Buyer and Seller may only use the business relationship for advertising (“referencing”) with the other business partner’s written consent.
Section 3 Delivery and performance period
The delivery and performance times specified in the order are binding. If it looks unlikely that the Seller will be able to comply with agreed delivery or performance times, it is obliged to inform the Buyer of this immediately in text form.
Section 4 Delivery, documents, transfer of ownership
(1) Unless otherwise agreed, deliveries shall be “Delivered At Place” (DAP; Incoterms 2010) to the location given in the order.
(2) All deliveries must be accompanied by a delivery note providing the date (date of issue and shipment), content of the delivery (item number and quantity) and the Buyer’s order ID (date and number). Separately to the delivery note, the Buyer must on request be sent a dispatch note with the same content. The Buyer is not responsible for delays in processing or payment resulting from breaches of the above conditions.
(3) Subcontracts for deliveries and services may only be awarded with the Buyer’s written consent, except for insignificant deliveries,
marketable parts or insignificant ancillary services.
(4) Devices must be delivered along with a technical description and user manual in German, and software products with the full documentation (especially the operating instructions). Programs tailor-made for the Buyer must also be delivered along with the source code for the program.
(5) Ownership of the goods shall be transferred to the Buyer on payment at the latest. Any extended or expanded reservation of title is excluded.
(6) Where deliveries and services are not provided by the Federal Republic of Germany, but rather from another EU Member State, the EU VAT ID no. should be given.
Section 5 Prices and terms of payment
(1) The price given in the order is binding and applies unless otherwise agreed for DAP deliveries. All prices include statutory VAT, even if this has not been separately indicated.
(2) Unless otherwise agreed, the price includes all the Seller’s services and ancillary services (e.g. assembly, installation) and all ancillary costs (e.g. proper packaging, transportation costs including any transport and liability insurance). The Seller must take packaging material back at the Buyer’s request.
(3) Unless otherwise agreed, the agreed price shall fall due for payment within thirty calendar days from the completion of the delivery and service (including any agreed discount) and receipt of a proper invoice. If the Buyer pays within fourteen days, it is entitled to deduct 3% from the net invoiced amount.
(4) The Buyer can only process invoices if they provide the order number given in the order; the Seller shall be responsible for any consequences of failure to comply with this obligation, unless it proves that it was not at fault.
(5) The Buyer shall not owe any interest on maturity. The Seller’s claim for the payment of default interest shall remain unaffected. Legal regulations apply to the beginning of default on payment. In every case, however, a reminder by the Seller shall be required.
(6) The Buyer shall have rights of offsetting and retention as well as the defence of an unfulfilled contract within the statutory scope. The Buyer is in particular entitled to retain due payments while it has claims against the Seller arising from incomplete or defective services.
(7) The Seller is only entitled to offset or retain payments if and insofar as its counterclaims are uncontested or have been made legally enforceable, or its counterclaims are based on the same contractual relationship.
Section 6 Safety and environmental protection
(1) The Seller’s deliveries and services must comply with all statutory provisions which apply within the Federal Republic of Germany (especially those relating to safety and environmental protection, such as GefStoffV (Hazardous Substances Ordinance), ElektroG (Electrical Equipment Act) or GPSG (Product Safety Act), and the safety recommendations of the various responsible German professional bodies and associations (e.g. VDE, VDI, DIN). All relevant certificates, test certificates and evidence must be supplied free of charge without a request being made.
(2) In particular, the delivery of substances, concoctions or products which are banned from manufacture, use or sale by German law is prohibited. If the goods to be delivered are hazardous substances, this should be indicated in the Seller’s offer, whereby the corresponding safety data sheets (in German or English) should be sent to the Buyer when the offer is made.
(3) The Seller bears sole responsibility for compliance with statutory occupational safety and work safety provisions, applicable accident prevention regulations and the Buyer’s special safety regulations during the delivery process and provision of services, and must seek information from the Buyer in good time regarding the existence of any such safety regulations. If the manufacturer has issued safety instructions, these must be delivered free of charge along with the goods.
Section 7 Buyer documents
The Buyer shall retain right of ownership, copyrights and any commercial property rights to illustrations, drawings, templates and other documents (the “Documents”). This also applies to documents not explicitly marked as “confidential”. Before forwarding documents to third parties, the Seller must obtain the Buyer’s explicit written consent.
Section 8 Defect guarantee, Seller’s liability for compensation
(1) The Seller owes defect-free deliveries and services, and in particular compliance with agreed specifications and guaranteed characteristics. Deliveries and services must be carried out according to the state of technology and safety requirements must be complied with.
(2) In the event of a defect, the Buyer shall have all the statutory claims. In particular, the Buyer is entitled to demand that the Seller rectify the defect or deliver a new item, according to the Buyer’s preference. The Buyer explicitly reserves the right to compensation, including compensation instead of performance, for every degree of fault and in full.
(3) Those product descriptions which have become objects of the relevant contract or have been incorporated into the contract in the same way as the General Terms and Conditions of Purchase shall count in each case as agreements on quality in the legal sense. It makes no difference in this respect whether the product description comes from the Buyer, the Seller or the manufacturer.
(4) Otherwise than in Section 442 (1)(2) BGB, defect guarantee rights shall apply without limitation even if the Buyer was unaware of the defect when concluding the contract due to gross negligence.
(5) The Seller shall bear the costs it incurs for the purposes of testing and repair, even if it turns out that the goods were not actually defective. The Buyer’s liability for compensation in the event of an unjustified demand for rectification of a defect shall remain unaffected if the Buyer knew, or did not know due to gross negligence, that no defect was present.
(6) If the Seller fails to fulfil its repair obligation within a reasonable period set by the Buyer, the Buyer shall be entitled to rectify the defect or procure a replacement at the Seller’s expense, or to enlist third parties to do this. If the Seller’s efforts at repair have failed or are not acceptable to the Buyer (e.g. due to particular urgency, risk to operational safety or the threat of disproportionate damages), or the Seller seriously and finally refuses to make such efforts, there is no need for a period to be set; the Buyer shall inform the Seller immediately, or if possible beforehand, that it is carrying out the repair or replacement itself or having it carried out by third parties.
(7) The limitation period is 36 months, calculated from the day of delivery according to Section 4 (1) and/or acceptance. Longer legal limitation periods shall remain unaffected.
(8) The Seller shall be liable for compensation for each degree of fault and in the full amount according to the statutory provisions.
(9) The commercial obligation to inspect and report any defects is subject to the legal provisions (Sections 377, 381 HGB (German Commercial Code)) on the following proviso: The Buyer’s obligation to inspect is related to defects which become apparent on external inspection of the incoming goods, including delivery notes, by the Buyer (e.g. damage in transit, defective or under-delivery) or which can be identified by spot checks in the Buyer’ quality control procedures. If acceptance is agreed, no obligation to inspect shall apply. In all other respects, it shall depend on the extent to which an examination is feasible in the ordinary course of business, taking into account the circumstances of the case. The Buyer’s obligation to report defects discovered later shall remain unaffected.
Section 9 Supplier’s redress
(1) In addition to the claims for defects, the Buyer shall be entitled without limitation to its legally determined rights of recourse within a supply chain (supplier's redress according to Sections 445a, 445b, 478 BGB). In particular, the Buyer is entitled to demand from the Seller exactly the kind of supplementary performance (repair or replacement delivery) which the Buyer owes its customer in the individual case. The Buyer’s statutory right to choose (Section 439 (1) BGB) is not limited by this.
(2) The Buyer’s claims from supplier’s redress shall apply even if the defective goods have been further processed by the Buyer or another commercial entity, e.g. by installation in another product.
Section 10 Product liability, insurance
(1) Where the Seller is responsible for damage to a product, the cause lies within its domain and organisational area and it is externally liable itself, it is obliged to release the Buyer from any third-party compensation claims at the first time of asking.
(2) Within the scope of its release obligation, the Seller must also reimburse any expenses, according to Sections 683, 670 BGB or according to Sections 830, 840, 426 BGB, arising from or in connection with a recall action carried out by the Buyer. The Buyer shall, where this is possible and reasonable, inform the Seller if the content and scope of the recall measures to be carried out and give it the opportunity to take up a position. Other legal claims shall remain unaffected.
(3) The Seller is obliged to take out and maintain product liability insurance with a flat insured amount of at least 5m euros per personal/material damage event. Further compensation claims on the part of the Buyer shall remain unaffected.
Section 11 Property rights
(1) The Buyer shall ensure that no third-party rights are breached in connection with its delivery.
(2) If a suit is brought against the Buyer by a third party in connection with such rights, the Seller is obliged to release the Buyer from such claims at its first written request; the Buyer is not entitled to make agreements without the Seller’s consent, and in particular to reach a settlement.
(3) The Seller’s release obligation covers all expenses which the Buyer necessarily incurs due to or in connection with the third-party suit, unless the Seller can prove that it is not responsible for the breach of obligation on which the breach of property rights is based.
(4) The limitation period for these claims is 36 months, calculated from delivery according to Section 4 (1) and/or acceptance.
Section 12 Export control
(1) The Seller must fulfil the applicable requirements of national and international export, customs and foreign trade law for all goods to be delivered and services to be rendered. The Seller must obtain any necessary movement or export permits, unless applicable export, customs and foreign trade law obliges not the Seller, but the Buyer or a third party to apply for these permits.
(2) The Seller must provide the Buyer as soon as possible, but at the latest 10 days before the delivery deadline, with all information and data which we require in order to comply with applicable export, customs and foreign trade law, movement and imports as well as in the case of resale of goods and services, especially for every good and service:
the Export Control Classification Number (ECCN) according to the U.S. Commerce Control List (CCL) or the designation “EAR99” if the item is subject to the U.S. Export Administration Regulations. If the item is subject to the United States Munitions List or otherwise to the International Traffic in Arms Regulations (ITAR) we likewise request the list position;
all correct export list positions (if the item does not fall under an
export list position, this should be indicated with “AL: N”);
the statistical item number according to the current item classification for
foreign trade statistics and the HS (Harmonized System) Code;
the country of origin (non-preferential origin) and
where requested by the Buyer: supplier declarations on preferential origin (for European sellers) or certificates for preferences (for non-European countries) (“export control and foreign trade data”)
(3) In the event of changes to the origin or characteristics of the goods and services or the applicable export, customs and foreign trade law, the Seller must update the export control and foreign trade data and share them with us in writing as soon as possible, but at the latest ten days before the delivery date. The Seller shall bear all expenses and damages which we incur due to missing or inaccurate export control and foreign trade data.
Section 13 Data protection, choice of law and place of jurisdiction
(1) You can find information on data protection at www.rigips.de
(2) The law of the Federal Republic of Germany shall apply, to the exclusion of UN Sales Law (CISG).
(3) The place of performance is the Buyer’s seat of business.
(4) The place of jurisdiction is the Buyer’s seat of business; the Buyer, however, reserves the right to bring a suit against the Seller at its general place of jurisdiction.
As at: October 2018