I. General
(1) In addition to the other contract agreements, these General Terms of Sale and Supply shall apply to all business transactions between us and the customer. We do not acknowledge any other terms and conditions issued by the customer. These General Terms of Sale and Supply shall apply even if we accept payments or provide services despite our being aware of the existence of terms and conditions issued by the customer that contradict these General Terms of Sale and Supply. At the latest by taking receipt of our goods or services the customer gives his consent to our terms and conditions.
(2) These General Terms of Sale and Supply shall also apply to future contracts in case of a long term business relationship.  
 
II. Advice, suitability, documents
(1) Any form of advice, be it oral or written, shall be provided to the best of our knowledge and belief on the basis of our experience.  
(2) Information relating to our products, particularly in our brochures, catalogues, other documents and electronic media, for example on the Internet, particularly relating to the suitability and use of our products, shall be non-binding unless it is specifically described as binding in our offer, quotation or order confirmation. This shall not release the customer from his duty to conduct tests and inspections. The customer shall in particular not be released from conducting his own checks on the suitability of our products and recommendations for the intended and all other purposes. This shall particularly apply to compliance with statutory and official directives relating to the use of our products.
(3) We reserve the proprietary rights and copyright to illustrations, drawings, calculations and other documents. These must not be made accessible to third parties or used for purposes other than those for which they were supplied to the customer. This shall particularly apply to those documents that are marked as confidential. Before disclosing documents to third parties the customer must obtain our written consent to do so.
 
III. Contract conclusion
(1) We shall be entitled to revoke our quotation until such time as the customer has issued a declaration of acceptance. Orders placed by the customer that cannot be assumed to be an acceptance of our quotation shall only be deemed to have been accepted by us if they are expressly confirmed. Our order confirmation shall then apply to the scope of the order.
(2) In principle the order issued by the customer provides the basis for the quotation that is then normally accepted by us in the form of a written confirmation (order confirmation).
(3) We are entitled to accept the order from the customer within two weeks of the order being issued by the customer unless a longer acceptance period has been agreed. If we do not issue an order confirmation, our completion of the service or provision of the goods shall be deemed to be confirmation of the order.
(4) Call orders shall be concluded for a maximum period of 12 months unless a longer period is agreed for a specific case. Call orders on the basis of regular delivery agreements, blanket contracts and similar regular relationships should be carried out without delay.
(5) Declarations of intent by the customer should always be made in writing. Telephone orders and data transmissions by e-mail shall be carried out at the risk of the customer.
 
IV. Prices, invoices and terms of payment  
(1) Our prices are “ex-works” excluding value-added tax at the rate that applies on the date of delivery, duties, freight, packaging and insurance costs unless an agreement has been made to the contrary. We will only insure the goods at the request of and at the expense of the customer.
(2) Our prices are based on the standard and current calculation factors in force on the date of the quotation submission or on the date of the order confirmation if we did not submit a quotation. If a major change in costs of wages and salaries, material, energy or the like occurs for reasons that are not our responsibility, we reserve the right to adjust the prices in accordance with the methods allowed by the law. On request we will notify the customer of the increase.
(3) Payments by the customer must be made within 30 days of the invoice date strictly net into the bank account specified on the invoice. We shall grant a discount of 2% for cash payments made within eight days of the invoice date. Outstanding payments and payments by bills of exchange shall not attract any discount. Neither shall discounts be possible on invoices for wages and salaries. Complaints about invoices will only be made in writing within eight days of their receipt.
(4) If it has been agreed that the goods shall be released for shipment within a certain time after we have notified the customer that they are ready for shipment (call order), we shall be entitled to invoice the goods any time after they are ready for shipment. The same applies to deadlines imposed on call orders.
(5) Payment must be made in such a way that we can dispose of the amount on the date on which it is due.  
(6) If payments are late we shall be entitled to charge interest at a rate of 8 percentage points per annum above the relevant basic interest rate in accordance with § 247 of the German Civil Code. This interest shall be payable immediately. Both we and the customer shall be entitled to provide evidence that higher or lower damages were suffered.  
(7) Failure to pay due invoices or other circumstances that indicate a major deterioration in the financial situation of the customer shall entitle us (regardless of the term of bills of exchange taken as payment) to demand immediate payment of all our outstanding accounts that are based on the same legal relationship. If we have justified doubts about the solvency or creditworthiness of the customer, for example if an application has been made to open insolvency proceedings, we shall be entitled to demand payment in advance or suitable security provided by the customer for the work to be carried out. If the customer is not prepared to make payment in advance or to provide the relevant security, we shall be entitled to withdraw from these contracts after setting a reasonable extended deadline and either to demand compensation for non-fulfilment or to demand the reimbursement of our expenses.  
(8) The statutory directives relating to default payment shall not be affected by this.  
(9) We expressly reserve the right to accept bills of exchange or cheques. Bills of exchange or cheques shall only be accepted by way of payment; bank, discount and debit costs must be paid by the customer.  
(10) With the exclusion of §§ 366, 367 of the German Civil Code and regardless of any terms and conditions issued by the customer to the contrary we shall decide which accounts shall be settled by payments made by the customer. The customer therefore waives his right to decide how his payments should be used.
(11) The customer may only set off accounts against undisputed accounts or claims that have been finally decided by a court of law; the customer shall only have rights of retention if they are based on the same contract.  
 
V. Scope of delivery, part deliveries, protective rights, data protection
(1) The scope of delivery and services shall be set out in final form in our quotation or order confirmation.  
(2) We reserve the right to change the content of the work reasonably in the event of receiving no or incorrect information from the customer. Any disadvantages thus incurred, in particular as a result of costs or damages, shall be borne by the customer.  
(3) Discrepancies in terms of measurements, weight and quality shall be permitted in accordance with DIN/EN/ISO or normal practice in the business community. We reserve the right to make slight changes in the construction, design of tools, equipment, production systems and production processes even after the order has been confirmed by the customer as long as such changes do not result in major changes to the price and/or the function and/or the lead time. Delivery quantities may exceed or fall below the agreed quantity by 10 - 15%.
(4) Part deliveries shall be permitted if they do not result in any adverse effect for the execution of the contract.  
(5) Call orders and delivery consignments shall require written delivery time agreements. In case of call orders we shall be entitled to procure the material for the entire order and to manufacture the entire quantity immediately.
(6) For tests in which certain dimensions or control values or other test parameters apply, the relevant test method must be defined and agreed by both parties before the start of deliveries. If no such definition is made, our test methods shall be used.
(7) Orders that comply with specifications provided by the customer shall be executed at its (the customer’s) risk. If we violate protective rights held by others as a result of executing such orders, the customer shall exempt us from any claims made by third party holders of such rights. The customer shall bear all other damages.  
(8) We shall be entitled to process data in the sense of the German Federal Data Protection Act.
 
 
VI. Dates and periods of delivery, withdrawal in the event of a violation of duties  
(1) Periods of delivery shall commence on the date of our order confirmation but not before the full clarification of all the details for the order; the same shall apply to delivery dates. The periods of delivery we specify are appropriate times unless the delivery date is the subject of an express and binding agreement. Taking into account the care required for the conclusion of congruent business contracts, the lead time or delivery date shall be specified with the reservation that we are provided with the required production materials and that we can obtain other materials through purchases where agreed or normal practice and with the reservation that no unforeseeable production breakdowns occur.  
(2) Compliance with our delivery obligations shall require the prompt and proper fulfilment of the cooperation obligations of the customer, in particular the prompt supply of all documents to be provided by the customer. If the customer fails to satisfy its contractual duties or obligations, for example the provision of domestic or foreign licences, completion of an advance payment or something like that, we shall be entitled to delay our periods of delivery and delivery dates (notwithstanding our rights caused by default on the part of the customer) to meet the needs of our production process.  
(3) The date on which the goods leave the factory or when notification is sent that the goods are ready for collection shall be the decisive date for deciding whether the lead times and delivery dates have been met.  
(4) In the case of orders on call we shall grant a period of six months from the date of the order unless another agreement to the contrary has been made. If this period elapses without a call being made, we shall be entitled, at our discretion, to invoice the products or to withdraw from the contract.
(5) Considerable and unforeseeable production problems that are not our fault, lead time delays or non-deliveries by our sub-contractors or factory breakdowns resulting from power, raw materials or labour shortages, strikes, lock-outs, difficulties with obtaining transport, traffic problems, machine failures, official orders and cases of force majeure (including those that affect our sub-contractors) shall delay the contractual obligations of both parties for the duration of such problems if they are significant for the availability of the goods. The event must be reported to the other party without delay. At the earliest six weeks after receiving such notification, both parties to the contract shall be entitled to withdraw from the contract due to the problem with regard to the obligation affected by the problem.  
(6) In the event of our being in default with the delivery, we shall only be liable under the provison of Number IX for the proven damages suffered by the customer as a result of this delay. We shall notify the customer immediately of the probable duration of the delay. The customer shall be obligated to attempt purchasing goods elsewhere to cover his needs immediately to reduce the damages he suffers, and in case we can name an opportunity for such a purchase to take this opportunity and to withdraw from the contract for the quantity of goods that is concerned by the delay; we shall reimburse any verified additional costs of such a purchase and any verified delay damages incurred by our failure to deliver promptly.  
If the customer does not meet its damages reduction duties, our liability shall be limited to 50% of the verified delay damages.  
(7) The customer can only withdraw from the contract under the statutory regulations if we are responsible for a breach of obligations. The customer must declare within a period of two weeks from our request whether it wishes to withdraw from the contract as a result of the breach of obligations or whether he insists on the goods being delivered or service being provided.
(8) The customer may withdraw from the contract without setting a deadline if we become definitely unable to deliver the entire order before the transfer of risk. The customer may also withdraw from the contract if the completion of part of the order is impossible and he has a justified interest in refusing to accept a part delivery. If this is not the case the customer must pay the contract price for the part of the order that we deliver. The same shall apply in case of inability for our part. Otherwise Number IX shall apply.  
 
VII. Transfer of risk, shipment, packaging, storage
(1) The time of the transfer of risk shall be based on the international regulations for the wording of business clauses issued by the International Chamber of Trade (INCOTERMS 2000) in the German version in force on the date on which the contract is concluded. If the contract does not contain any details about the type of sale, the goods shall be sold on an “ex-works” (EXW) basis. For sales “ex-works” we undertake to notify the customer in writing of the date on which the delivery may be accepted. This notification must be made promptly so that the customer can take the necessary action that is normal practice.  
(2) The risk of accidental loss and the accidental deterioration of the goods shall be transferred to the customer after we provide notification that the goods are ready for collection. Notification that the goods are ready for collection shall be equivalent to the hand over of the consignment to the transport person or the departure of the goods from our plant or warehouse for the purposes of shipment if the goods were shipped at the request of the customer.  
(3) If the collection or shipment of the goods is delayed at the request of the customer or for a reason for which it is responsible, the risk shall be transferred to it as soon as we provide notification that the goods are ready for collection or shipment. We shall be entitled, at our discretion, to place the goods in storage at the expense of and at the risk of the customer, to take all the precautions required to maintain the goods and to invoice the goods are delivered. The statutory regulations relating to the delay in acceptance shall not be affected by this.
(4) Unless an agreement to the contrary has been made, we shall determine the type and scope of the packaging. The choice of packaging shall be made on the basis of the required care to the best of our knowledge and belief. Disposable packaging shall become the property of the customer. If it is normal practice we shall deliver the goods packed and protected from rust; the costs, which generally amount to 1.5% of the net goods value, subject to a maximum of EUR 30.00 per shipment, shall be borne by the customer. Any packaging that goes beyond what is required for transport purposes or any other special protection, for example for long term storage purposes, shall require an express agreement.
(5) Unless agreed to the contrary, we reserve the right to ship consignments in the interests of the customer at its cost and risk and to insure them against transport damage at its cost.  
(6) If we have accepted a shipment obligation, this shall not alter anything in the above terms and conditions, particularly in relation to the transfer of risk. We shall choose the type and method of shipment. We shall choose the forwarder or driver. Any additional costs resulting from different wishes on the part of the customer shall be borne by the customer. Any such wishes must be supplied to us before shipment is made.
(7) If the goods are damaged or lost whilst in transit, the customer must immediately arrange for an inventory to be carried out by the relevant bodies and notify us in writing of the result of such action, at the latest within eight days of receipt of the shipment. The damaged parts must be returned to us.
(8) The friction linings must be stored and kept safe in enclosed rooms where there is no possibility of their being exposed to direct sunlight and no closer to 1 m to heating systems.
 
VIII. Complaints, statute of limitations  
(1) Complaints by the customer and all contractual compensation claims based on our goods, services or contract work shall presuppose that the customer has complied with its examination and notification obligations properly, as set out in § 377 of the German Commercial Code. The regulations set out in § 377 of the German Commercial Code shall apply accordingly to services and contract work. In particular the customer must examine the goods immediately after receipt and notify us in writing of any defects without delay, at the latest within six working days of the receipt of the goods. Concealed defects must be reported to us in writing immediately after their discovery.  
(2) The customer must provide us with an opportunity to examine the goods about which it has complained without delay; upon our request he has to provide us with a sample of these goods within one week of notifying us of the defect. In the event of unjustified complaints, we reserve the right to charge the customer with freight and handling costs and the costs of examination work.
(3) The statutory recourse rights of the customer against us shall only apply in the event that the customer has not made an agreement with his customer that goes beyond the statutory defects regulations and assume that the customer has complied with his complaints obligations in his relationship with us as set out in § 377 of the German Commercial Code.
(4) If the goods are defective we must first be given an opportunity for subsequent improvement within a reasonable period of time. We shall be able to choose to rectify the defect or to supply fresh goods. Unless we provide our written consent the customer and recipient of our goods and services shall not be entitled to rectify the situation, in particular by carrying out its own remedial work on the goods or by arranging replacement deliveries. If our rectification efforts fail, in other words at least two attempts to remedy the defect fail or the customer cannot be expected to accept the late fulfilment for other reasons, the customer (notwithstanding any compensation claims) may withdraw from the contract or reduce the purchase price. Claims by the customer for expenses incurred by remedial work, particularly transport, transit, labour and materials costs, shall be excluded if the expenses increase because the subject of the delivery was later taken to a site other than the customer’s site unless such transportation is in line with the proper usage of the goods.  
(5) Our declarations relating to this contract, for example specifications, references to DIN standards, etc. shall not contain any acceptance of guarantees if there is any doubt about this. The only declarations that can be taken as such shall be express written declarations relating to the acceptance of a guarantee. In case they could be classified as details of quality in the sense of § 434 of the German Civil Code, details in product descriptions and product specifications shall not represent the acceptance of a guarantee for the quality of the item or that the item shall retain a certain property for a specific period of time.  
(6) Complaints shall not be accepted for the natural wear and tear of our products based on their material properties, particularly of parts that are in contact with the workpiece or in the event of damage that is caused by incorrect or improper usage or the negligent handling of our products after the transfer of risk, incorrect installation, excessive stress, unsuitable media or as a result of external influence that were not set out in the contract.  
(7) If our products are not used for the purpose for which they are designed, in particular if statutory or official regulations are ignored, unauthorised modifications are made to the products or our products are not handled correctly, claims for this and resultant damage shall be excluded.  
(8) If we carry out repair work which we are not legally bound to do, for example for good will purposes, the customer shall only be able to submit claims for defects in the event of an express agreement to this effect being made.
(9) Claims and rights relating to defects shall become statute-barred after one year. The above clauses shall not apply if the law set out in §§ 438 Paragraph 1 No. 2 (buildings and items for buildings), 479 (recourse claims) and 634 a Paragraph 1 No. 2 (work on a building and building-related planning and surveillance services) of the German Civil Code provide for longer periods.  
(10) The statute of limitations periods set out in Paragraph 9 shall also apply to all claims for compensation against us that are related to the defect – regardless of the legal basis for such claims. If claims for compensation are made in relation to our goods or services, but which are not based on a defect, the statute of limitations set out in Paragraph 9 Sentence 1 shall apply.
(11) The statute of limitations periods set out in Paragraphs 9 and 10 shall not apply in the event of malice if we have wilfully and culpably failed to mention the defect, have accepted a guarantee for the properties of the goods, in the case of compensation claims due to the death, injury or health impairment of a person or wrongful detention, for claims based on the Product Liability Law, in the event of a grossly negligent violation of duty or the culpable breach of major contractual obligations.  
(12) Post-fulfilment action, in other words the delivery of perfect goods or the rectification of a defect, shall not result in the statute of limitations period restarting, but shall only postpone the statute of limitations for the original goods for the duration of the post-fulfilment work. In the event of doubt the completion of post-fulfilment work by us shall not comprise any acknowledgement in the sense of § 212 No. 1 of the German Civil Code.
(13) The above clauses shall not result in any change to the burden of proof to the disadvantage of the customer.
(14) Unless specifically agreed to the contrary, the statutory regulations relating to the start of the statute of limitations, its postponement and the new start of the periods shall not be affected by the above.
 
IX. Limitations of liability
(1) Our liability in the case of malice or gross negligence by us or our representatives or agents shall be based on the statutory regulations. Otherwise we shall only be liable under the Product Liability Law for death, injury or the health impairment of a person or for culpable breach of major contractual obligations. However, claims for compensation based on the breach of major contractual obligations shall be limited to damage typical for the type of contract and foreseeable. Our liability shall also be limited to damages typical for the type of contract and foreseeable in cases of gross negligence if none of the exceptions set out in Sentence 2 of this number 1 apply.
(2) If we are not liable for malice, gross negligence, culpable breach of major contractual obligations, death, injury or health impairment of a person or under the Product Liability Law, our liability for damage caused by the goods to the customer's objects of legal protection, for example to other goods, lost profit or other assets damage shall be excluded.
(3) The terms set out in Paragraphs 1 and 2 shall extend to compensation in addition to obligation and compensation instead of obligation, regardless of the legal basis, in particular as a result of defects, the breach of duties from the law of obligations or from law of tort. They also apply to claims for the compensation of futile expenses and for liability due to impossibility and default.  
(4) Claims for compensation against us shall be limited in amount to the limit of liability of the product liability insurance policy concluded by us up to an amount of 1 million euros for property damages and pure financial loss. This limitation of liability shall not apply if we are fully liable in cases of malice, gross negligence, death, physical injury or health impairment of a person, the breach of major contractual obligations or under the Product Liability Law and in cases in which the customer claims compensation on the basis of a guarantee or assurance that we have given for the presence of a property unless the purpose of the properties guarantee only extended to the goods for which the contract  was concluded and not to the risk of consequential damage.  
(5) The compensation obligation shall also be excluded if the customer has effectively restricted his liability to his customers. The customer shall attempt to agree limitations of liability as possible under the law in our favour.
(6) If our liability to pay compensation is excluded or limited, this shall also apply to all claims lodged by the customer due to fault when the contract was concluded, the breach of secondary obligations or claims by the customer based on manufacturer liability as described in § 823 of the German Civil Code. If our liability is excluded or limited, this shall also apply to the personal liability of our employees, staff, representatives and agents.
 
X. Reservation of title  
(1) We reserve title to the goods (reserved title goods) until all the demands created when the contract is concluded and future demands from existing relationships with the customer or from a relationship created by the contract have been settled. This reservation of title shall remain in force even if individual items of our demands are included in current accounts and the balance has been drawn and acknowledged, Purchase price demands shall remain in force even after payment has been made if any liability accepted by us in this respect, such as a cheque exchange procedure is still ongoing.  
(2) The customer shall be obliged to treat the reserved title goods with care. In particular the customer shall be obliged to insure the reserved title goods at its own expense against damage caused by fire, water storm, burglary and theft adequately for their new value. In the event of the goods suffering such damage, all insurance claims shall be assigned to us. If servicing and inspection work is required, the customer must carry out such work promptly and at its own expense.
(3) Machining and processing work on the reserved title goods shall be carried out on our behalf as the manufacturer in the sense of § 950 of the German Civil Code without putting us under any obligation. The processed goods shall be regarded as reserved title goods as described in Paragraph 1. If the reserved title goods are blended and mixed with other goods by the customer, we shall become co-owners of the new goods proportionately to the invoice value of the other goods with which they have been blended or mixed. If our title becomes void due to the blending, mixing or processing work, the customer hereby transfers his title or expectancy rights to the new stock or goods up to the invoice value of the reserved title goods, or in the case of processing proportionately to the invoice value of the other goods used and shall keep the goods safe for us at no charge. Our co-ownership rights shall be regarded as reserved title goods in the sense of Number 1.  
(4) The customer may only resell the reserved title goods within the normal course of its business, on the basis of its normal terms and conditions of business and as long as it is not in default, with the provision that it reserves title to the goods and that claims from such resale are transferred to us as described in Paragraphs 5 and 6. The customer shall not be entitled to dispose of the reserved title goods in any other way. The use of the reserved title goods to fulfil works contracts shall be regarded as resale in the sense of this Paragraph 4.  
(5) The claims accrued by the customer from the resale of the reserved title goods are hereby assigned to us. We hereby accept this assignment. These claims shall be used for security in the same way as the reserved title goods as described in Paragraph 1. At our request the customer must provide us with all the required information relating to the goods to which we have title rights and to the claims that have been assigned to us.  
(6) If the reserved title goods are resold by the customer together with other goods, the claim from the resale shall be assigned to us proportionately to the invoice value of the reserved title goods to the invoice value of the other goods. We hereby accept this assignment. In the event of the resale of goods to which we hold co-ownership rights as described in Paragraph 3, part of the claim that corresponds to our co-ownership rights shall be assigned to us and we hereby accept this assignment.
(7) The customer shall be entitled to collect claims from the resale unless we revoke this collection authorisation in the cases set out in Paragraph 8. At our request the customer shall be obliged in these cases to notify his customers immediately of the assignment to us (if we do not do this ourselves) and to provide us with the information and documents required to collect the claims. The customer shall not be entitled to assign the claims in any event.  
(8) If the customer is in default with his payment and if this indicates a risk relating to the collection of a not inconsiderable part of our claim, we shall be entitled to prohibit the processing of the supplied goods, to recover the goods and to enter the customer’s premises in order to do so if this is necessary. The customer hereby provides his agreement that the personnel charged by us with the collection of the reserved title goods may enter or drive on to the site or building in or on which the goods are located in order to take possession of the reserved title goods.
(9) The customer shall not be entitled to pledge the reserved title goods or to transfer ownership of them to a third party by way of security. The customer must notify us immediately of any action by third parties to take possession of the reserved title goods.  
(10) If the reservation of title is not valid under the laws of the country in which the delivered goods are located, the customer must provide equivalent security at our request. If it fails to comply with this request, we may demand the immediate payment of all outstanding invoices without regard for the agreed terms of payment.   
(11) If the collectable value of the existing security exceeds the secured claims by more than 20% in total we shall be obliged to release security items at our discretion at the request of the customer.
 
XI. Tools, customer-supplied items
(1) In principle we shall charge a proportion of the tool costs and the tool shall remain our property.  
(2) In the event that tools or special equipment made by us have been paid for in full by the customer, they shall be its property but shall remain in our possession. We may use these tools and special equipment for other purposes after the elapse of two years after the last delivery or we may scrap them. The customer waives its right to claim compensation if we take such action.  
(3) We shall only be liable for claims by the customer for the damage or destruction of customer-supplied or items delivered to us for machining or assembly in the event of malice or gross negligence, liability for simple negligence shall be excluded. Normal wear and tear shall not be included in liability. The customer shall be obliged to take out an “external insurance policy” for the required amount to cover the customer-supplied items. The customer shall be responsible for testing and assuring the quality of customer-supplied products (for example material, true to size accuracy, etc.), such as raw material, blanks, etc. We shall only conduct a control of the arrival of goods to confirm the correct quantity, identity and a visual inspection for obvious transport damage. We shall not be obliged to carry out any other checks.
 
XII. Confidentiality  
(1) If the customer comes into contact with our business secrets and/or expertise during the completion of the order, he must treat them in strict confidentiality and must also take precautions to ensure that our needs are not violated and that our expertise is only used in connection with the order or with the later use of the ordered items. In particular the customer shall bear the burden of proof that the business secrets and/or expertise was already known to it or was at least part of the public domain.
(2) The customer shall be obliged to treat all commercial and technical details of the order as business secrets. It must not conceal the documents or information related to the contract, even when the contract has been completed. Duplication of such documents and information shall only be permitted as required for operational needs and within the scope allowed by copyright regulations. Documents and information may only be disclosed to third parties with our written consent.
 
XIII. Export verification  
If a customer whose registered offices are outside the Federal Republic of Germany or its agents collect the goods and transport or ship them to another country, the customer must provide us with the export verification required for tax purposes, If such verification is not provided, the customer must pay the value-added tax on the invoice total that applies to goods delivered within the Federal Republic of Germany. 
 
XIV. Place of fulfilment, place of jurisdiction, applicable law  
(1) The place of fulfilment for payment shall be our registered offices; for all other obligations arising from our business relationship or from an individual contract it shall be our supply plant.
(2) The place of jurisdiction shall be our registered offices or the general place of jurisdiction of the customer, at our discretion. This shall also apply to disputes in the document, bill of exchange or cheque process.  
(3) The laws of the Federal Republic of Germany shall be exclusively applicable to this contract relationship. The application of the Convention of the United Nations dated 11 April 1980 relating to contracts for international goods purchases (CISG – “Vienna Purchasing Rights”) shall be excluded.  
(4) If a clause in these terms and conditions and the other agreements made between the parties should be or become invalid, this shall not affect the validity of the remainder of the contract. The parties to the contract shall attempt to replace the invalid clause by a valid one which comes as close as possible to the financial objective of the invalid clause.