LUIS Technology GmbH
Terms and Conditions of Purchase

 

 

§ 1 Subject matter of the contract and scope of application

These General Terms and Conditions of Purchase ("GPC") shall apply to all contracts (hereinafter referred to as "Orders") between LUIS Technology GmbH, with its registered office at Hammer Deich 70, 20357 Hamburg, Germany, registered in the Commercial Register of the Local Court of Hamburg under HRB 139177 (hereinafter referred to as "Buyer") and the supplier or service provider (hereinafter referred to as "Supplier") for the sale and delivery of movable goods and/or the provision of work and services to the Buyer (collectively referred to as "Contract Products"). Buyer and Supplier are hereinafter also referred to as "Party" and jointly as the "Parties".

Other contractual terms and conditions, in particular the Supplier's General Terms and Conditions, shall only become part of the contract if the Buyer has expressly agreed to their validity in text form. This shall also apply if the Supplier expressly refers to the validity of such contractual terms and conditions in delivery notes, individual correspondence, order confirmations, invoices or other documents and the Buyer does not or does not expressly object to them.

Furthermore, these GPC shall not apply if a framework supply agreement has been effectively concluded between the parties and this applies to the respective order or the individual call-off.

The contractual product within the meaning of these GPC are all products and services/works listed and defined in the orders. Changes to the product specifications are only permitted through a mutually agreed amendment to the order by the parties.

Individual agreements and arrangements made between the parties (in particular orders) shall take precedence over these GPC. In the event of contradictions between individual agreements between the parties, the agreement made later shall take precedence in case of doubt.

The Buyer reserves the right to amend these GPC at any time. Any amendment to these GPC shall be binding on the Supplier as soon as it has been brought to the Supplier's attention in text form. The amendments shall only apply to orders agreed after receipt of the notification of amendment by the Supplier, unless the parties expressly agree that they shall apply to earlier orders, at least in text form.

 

§ 2 Conclusion of contracts (orders)

Contractual obligations between the parties are established by offer and acceptance.

An order shall be deemed binding at the earliest upon submission of the offer of the order or its confirmation by the Buyer in text form. The Supplier is obliged to confirm an offer of the Buyer in text form within a period of three (3) working days (acceptance).

Delayed acceptance shall be deemed a new offer and shall require acceptance by the other party in accordance with the above provision.

The order usually specifies the designation of the ordered contractual product, the quantities, the prices, the delivery or service conditions, the place of delivery or service and the delivery or service times. A corresponding document can relate to several delivery periods as well as different contractual products. Furthermore, safety stocks can be defined in the order if required, as well as their delivery and replenishment times.

Orders and their acceptance or confirmation as well as their amendments and supplements must be made in text form. Verbal collateral agreements at the time of contract conclusion are only effective if they have been confirmed by both parties in text form. The transmission of PDF documents from an enterprise resource planning system (ERP) is sufficient for this form.

 

§ 3 Cancellation of orders

The Buyer shall be entitled to cancel an order in whole or in part at any time for objective reasons, with the legal consequence that the respective obligation to deliver and accept shall lapse upon receipt of the cancellation by the Supplier ("Cancellation"). An objective reason generally exists if

  • the Buyer itself has received a cancellation of an order from a customer for the fulfilment of which it would have required the Supplier's contractual products,
  • the contractual products no longer comply with the recognised rules of science and technology,
  • the respective contractual products no longer meet the technical, safety-related or product-related requirements of the end product,
  • the Buyer can no longer use the contractual products in its business operations or can only use them at considerable expense due to circumstances occurring after conclusion of the contract for which the Supplier is responsible (e.g. non-compliance with legal requirements), or
  • the financial circumstances of the Supplier deteriorate after conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected.

The cancellation requires written form.

Upon receipt of the cancellation, the Supplier shall immediately cease processing/production, delivery and ordering of raw materials or preliminary products of the affected order or, if possible, cancel it.

In such a case, the Supplier shall be obliged to utilise the relevant contractual products as well as the raw materials and preliminary products provided for processing/production elsewhere if possible or to sell them. If the Supplier is unable to do so or if it cannot reasonably be expected to do so, the Buyer shall reimburse the Supplier for the reasonable costs already incurred and proven in relation to the order, the amount of which shall depend on the stage of the manufacturing process at which the contractual products or the preparation of the other service were at the Supplier at the time of cancellation and the extent to which the contractual products, preliminary products and materials held in stock for processing/production can be used or sold elsewhere. The Supplier is obliged to endeavour to reduce costs where possible. The reimbursement of costs is limited to the pure costs. In particular, the Supplier shall not be reimbursed for loss of profit, loss of production, production downtime, etc. Costs incurred due to the fact that the Supplier initiated the above measures for the cancellation of the relevant order too late shall not be reimbursed. The Buyer ‘s obligation to reimburse costs shall not apply if and to the extent that the Supplier is responsible for the reason for the cancellation due to a breach of the contract with the Buyer or the law.

The claim for costs incurred must be asserted in a comprehensible manner immediately after cancellation of the order at the latest.

 

§ 4 Changes

The Supplier is obliged to check the feasibility of a change request immediately after receiving it and to send the Buyer an appropriate offer in text form regarding any additional or reduced costs, including the effects on function, weight, quality, deadlines and prices resulting from the changes. The change to the contractually agreed service shall only become effective after the Buyer has confirmed the offer submitted by the Supplier again in text form. If no confirmation is received within one (1) week of receipt of the offer, the change shall be deemed to have been rejected and not made. In this case, the original order shall remain unchanged, unless the Buyer has already expressly indicated in its request for change that it wishes a cancellation in this case.

The Buyer is entitled to postpone the delivery date specified in the order by up to thirty (30) days, provided that this is done at least three (3) working days before the specified delivery date. In this case, the Buyer is only obligated to reimburse the Supplier for any additional storage costs incurred, to the extent that the Supplier demonstrates and proves these costs in an appropriate manner.

The Supplier is obliged to keep all costs caused by the changes in accordance with this § 4 as low as possible.

The Supplier is obliged to inform the Buyer immediately in text form if it considers a change to the design or function of a contractual product to be necessary or appropriate for production-related or other reasons. The Buyer shall inform the Supplier in text form whether and under which conditions the deviations proposed by the Supplier are accepted by the Buyer. The Supplier shall not be authorised to make any deviations proposed by it without the prior written consent of the Buyer.

The Buyer ‘s prior consent is mandatory in particular with regard to such changes that may have consequences or deviations with regard to product safety, specifications/drawings, the acceptance test procedure, approval and qualifications, functional characteristics (such as performance characteristics, weight, software, reliability), interchangeability/interface characteristics, test equipment and individual parts.

 

§ 5 Delivery/performance time, delay

The delivery or performance dates stated in the respective order are binding subject to § 4.2.

The Supplier is obliged to fulfil the delivery or performance dates agreed in the order. The date of receipt/acceptance of the goods by the Buyer shall apply.

In the event of a delay in delivery or performance, the Buyer shall be entitled to demand a contractual penalty in the amount of 5% of the net delivery value of the delayed contractual products or contractually owed services per completed week, but not more than a total of 20% of the total net delivery value of the delayed contractual products. The Buyer is entitled to claim the contractual penalty in addition to fulfilment. The assertion of further damages is not excluded. The acceptance of a delayed delivery or service does not constitute a waiver of the contractual penalty or any claims for damages.

If the (re-)procurement times for the Supplier's contractual products are extended, the Supplier is obliged to inform the Buyer of this immediately. However, this shall not release the Supplier from its obligation to comply with delivery or performance dates and delivery or performance times already agreed.

At the request of the Buyer, the Supplier is obliged at any time to provide the Buyer with a report on the status of an order and/or the services performed or planned, on their execution or other related information.

 

§ 6 Product quality, quality management, warranty

Unless otherwise stipulated in these GPC, an order or a separate agreement to be concluded between the parties, the statutory warranty and liability provisions shall apply.

The Supplier shall manufacture and deliver or perform the contractual products free of material defects and defects of title and in accordance with the recognised rules of technology and the applicable safety regulations. The contractual products shall comply with the respective specifications agreed between the parties, including the drawings/specifications provided by the Buyer.

The specifications and other service descriptions set out in any other agreement, these GPC and in the orders shall be deemed to be the agreed quality of the respective contractual product within the meaning of Sections 434 (2) No. 1, 633 (2) sentence 1 BGB.

Acceptance of the delivered contractual products by the Buyer shall not release the Supplier from liability for any warranty claims or claims for damages by the Buyer due to defects in the contractual products or due to delay in delivery or performance by the Supplier.

The Supplier's quality requirements system should at least fulfil the requirements of ISO 9001, alternatively IATF 16949, latest version or an equivalent translation. In the context of compliance with environmental standards, the Supplier is obliged to strive for certification in accordance with ISO14001 or EMAS.

The Supplier shall ensure that the contractual products are free from third-party property rights that exclude or impair their use by the Buyer. Further details are regulated in § 14.4.

Warranty claims of the Buyer shall expire thirty-six (36) months after delivery of the contractual product by the Supplier.

 

§ 7 Guidelines, regulations

All contractual products must comply with the RoHS, REACH and WEEE directives. If the contractual products do not comply with these directives, corresponding notes must be clearly visible on the relevant delivery notes and invoices, and the Buyer must be informed of these circumstances in text form as soon as they are established. If the aforementioned documents do not contain corresponding notes, the goods shall be deemed to have been inspected accordingly by the Supplier and to be in conformity with the guidelines or not affected by them.

All contractual products must be checked by the Supplier prior to their delivery or performance with regard to the applicability of and conformity with the regulations of the Dodd-Frank Act, the International Traffic in Arms Regulations (ITAR) and the Dual-Use Regulations. Should the contractual products be subject to obstacles with regard to the aforementioned regulations, the Supplier must inform the Buyer of this immediately in text form and make a note of this on all relevant delivery notes and invoices. If the aforementioned documents do not contain any notes stating that the goods do not comply with the aforementioned regulations, the goods shall be deemed to have been inspected accordingly by the Supplier and to be compliant with the regulations or not affected by them.

Insofar as contractual products do not or do not fully comply with the requirements of this § 7 ("non-conformity"), the Buyer shall only be obliged to accept them if it has expressly accepted the absence of the relevant property in text form before or at the same time during the agreement of an order. In all other cases of non-conformity, the Buyer is entitled to reject the goods. If acceptance is nevertheless made, it shall be deemed to have been made only subject to reservation, unless the Buyer has expressly declared his agreement with the non-conformity in text form.

 

§ 8 Delivery

The Supplier is obliged to dispatch and deliver the respective order to the Buyer or the agreed addressee in accordance with the requirements specified in the order. The Supplier must pack the contractual products in such a way that neither damage nor other impairments to the product can occur.

The Supplier is not authorised to make partial deliveries or render partial services without the prior written consent of the Buyer. Any additional costs incurred as a result of such partial delivery or partial performance shall be borne by the Supplier, unless the Buyer has requested the partial delivery or partial performance or is otherwise culpably responsible for it.

Each consignment must be accompanied by a delivery note stating the order number and item number, serial or batch numbers if available, as well as the date of dispatch, type of packaging, description of goods, quantity and weight of the consignment. The shipping documents agreed in the orders or required by law in addition to the delivery note, such as any customs documents and consignment notes, must also be delivered together with the consignment. The Supplier must also ensure that the Buyer receives a copy of the aforementioned documents, including the delivery note, by e-mail to the e-mail addresses of the Buyer’s quality assurance and purchasing departments last notified by the Buyer in text form immediately after dispatch of the goods.

In the event that the comment "100% outgoing inspection" is shown in an order or the Buyer requests this in accordance with § 3.2, the Supplier shall be obliged to prepare a works test certificate/test report with regard to the correctness of each contractual product to be delivered in accordance with all agreed test parameters and to enclose it with the delivery. The Supplier is obliged to note on the packing list as well as on the invoice that a corresponding outgoing inspection has been carried out by the Supplier. The Supplier shall send the works test certificate by e-mail immediately after dispatch of the goods to the e-mail addresses of the quality assurance and purchasing departments of the Buyer last notified by the Buyer in text form.

In the event that the Supplier has not sent a document required for the delivery in accordance with §§ 8.2-8.4 with the delivery or by the time of delivery to the Buyer, the Buyer may refuse to accept the delivery. In this case, the Buyer is not obliged to make payments to the Supplier for the delivery. In this respect, the Supplier's duty of fulfilment shall remain unaffected. The warranty provisions shall remain unaffected.

 

§ 9 Incoming goods inspection, outgoing goods inspection

Insofar as the subject of the order is the delivery of movable goods, the inspection of the contractual products shall primarily take place by means of an outgoing goods inspection at the Supplier's premises. Unless otherwise agreed, the provisions of this § 9 shall apply.

Incoming goods inspection

The parties agree that the Buyer shall only carry out an incoming goods inspection of the contractual products with regard to externally recognisable defects. For this purpose, the Buyer shall be responsible for checking the following circumstances immediately within ten (10) working days of receipt of the contractual products at the latest:

  • Identity check based on the packaging unit (random sample)
  • Quantity check
  • Visual inspection of the integrity of the packaging
  • Checking the documents supplied for availability and completeness
  • Inspection for obvious defects of the delivered contractual products after random opening of a package.

If the Buyer discovers defects in the course of this simplified incoming goods inspection, it must notify the Supplier of these defects in text form without delay, at the latest within a further five (5) working days after discovery of the defect.

The Supplier shall ensure that its liability insurance recognises the above amendment to the statutory obligations to inspect and give notice of defects without this affecting the existing cover provided by its liability insurance.

The Buyer is entitled to reject deliveries or services of contractual products if they are defective or do not comply with the specifications of these GPC, the respective order or other contracts between the parties and the defect is not only temporary or insignificant. The Buyer shall inform the Supplier of the rejection in text form, stating the reasons. The Buyer reserves the right to charge the Supplier for any costs incurred in connection with the notification of defects.

If a defect only becomes apparent later, the Buyer is nevertheless obliged to notify the Supplier of this within five (5) working days of becoming aware of the defect.

Outgoing goods inspection

The parties agree that a detailed inspection of the contractual products shall take place as part of an outgoing goods inspection by the Supplier. The outgoing goods inspection shall include an inspection of the proper implementation of production and performance, as well as a quality inspection based on random samples.

Insofar as provided for in an order or an individual call-off in accordance with § 4 or separately requested by the Buyer, a complete inspection of all contractual products (i.e. 100% of the delivered quantity) must be carried out by the Supplier. The costs for this shall be borne by the Buyer, unless otherwise agreed between the parties. If defects have been identified in a previous delivery, the Supplier shall be obliged to carry out a complete inspection of the goods at its own expense if the Buyer so requests. The Supplier shall prepare a works test certificate for each outgoing goods inspection and make this available to the Buyer in accordance with § 8.4.

Sampling takes place during the last production step immediately before packaging. The samples are drawn representatively across the entire batch. The starting point for the sample size to be taken (derived from ISO 2859-1, test level S4, Table 2-A) is the target quantity to be achieved (order quantity). The samples are analysed and assessed and the test certificate is approved and issued during the final inspection by the Supplier's quality inspection staff.

 

§ 10 Place of fulfilment, Incoterms, transfer of risk

The place of fulfilment for all deliveries and services of the Supplier is the place of delivery specified in the order. If a place of delivery is not specified and this does not result from the nature of the contractual obligation, the place of fulfilment shall be the registered office of the Buyer.

Die Lieferung bzw. Leistung erfolgt Delivered Duty Paid (DDP, Incoterms 2020). Abweichende Incoterms oder Lieferbedingungen The delivery or service shall be Delivered Duty Paid (DDP, Incoterms 2020). Deviating Incoterms or terms of delivery must be agreed in text form.

Unless otherwise agreed in an order or the applicable Incoterms, the risk shall not pass to the Buyer until the order has been delivered in full to the place of fulfilment.

 

§ 11 Retention of title

Retentions of title by the Supplier shall only apply insofar as they relate to the Buyer’s payment obligation for the respective contractual products to which the Supplier retains title. In particular, extended or prolonged reservations of title are excluded unless the parties have agreed to them in text form.

 

§ 12 Prices

The prices are based on the price stipulated in the order or in other agreements.

The price shown is a binding net fixed price plus statutory VAT.

The agreed prices include packaging and free delivery to the place of delivery (in accordance with Delivered Duty Paid (DDP, Incoterms 2020)).

 

§ 13 Invoicing, terms of payment

Invoicing shall be carried out by the Supplier in the form of sending a commercial invoice after the respective delivery or service of the contractual products specified in the order by the Supplier. The commercial invoice shall preferably be sent by electronic transmission to invoices@luis.de.

The invoice shall be due for payment within sixty (60) days after receipt of the invoice and after complete delivery or performance (including delivery or transmission of the delivery notes, works test certificates and other documents contractually agreed in relation to the delivery). The Supplier shall grant the Buyer a discount of 3% if payment is made within fourteen (14) working days of receipt of the invoice and the other aforementioned due date requirements are met.

All invoices must comply with the requirements of §§ 14, 14a UstG and must contain at least the following information in text form: Date of order, order number, article description, article number, delivery or service date, delivery quantity or scope of service, place of delivery or service. If the processing of the payment by the Buyer is delayed in the normal course of business because one or more details in accordance with this § 3 are missing or incorrect, the period specified in § 13.2 shall be extended by the period of the delay.

 

§ 14 Liability of the Supplier, limitation period

Principle

The Supplier shall be liable in accordance with the statutory provisions, unless otherwise stipulated in these GPC.

Treatment of third-party claims

The Supplier shall indemnify the Buyer against all claims insofar as these are attributable to a defective contractual product supplied by the Supplier or any other breach of duty by the Supplier. If the Supplier is responsible for product liability damage, it shall be obliged to compensate the Buyer for the resulting damage and to indemnify the Buyer against claims for damages by third parties. If a third party asserts claims against the Buyer under product liability law, under warranty or otherwise in connection with a contractual product in text form, the Buyer shall immediately inform the Supplier thereof in text form. In this case, the parties undertake to work together constructively to solve the problem.

Recall campaign

The Supplier shall assume responsibility and bear the costs for any recall actions to be carried out for contractual products delivered by the Supplier within the scope of its liability. In this respect, the Supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 BGB or pursuant to Sections 830, 840, 426 BGB arising from or in connection with a recall campaign carried out by the Buyer or its customer.

Infringements of industrial property rights

  • The Supplier shall ensure that the goods and services provided by it are free from third-party Buyer rights which exclude or impair their use by the Buyer.
  • The Supplier shall indemnify the Buyer against all claims of third parties and reasonable costs which are asserted against the Buyer due to the use of the contractual products delivered by the Supplier (including work results achieved). The Supplier shall inform the Buyer immediately in text form if it becomes aware of circumstances (including third party rights) that prevent the authorised use of the Contract Products by the Buyer or its customers.
  • The Buyer shall conduct any legal disputes required in this respect in its own name at its own discretion. In this case, the parties undertake to work together constructively to solve the problem. This shall not affect the Buyer’s right to assert the warranty and liability claims to which it is entitled, in particular to claim damages and/or to withdraw from the framework supply agreement and/or the orders and/or individual call-offs.

Statute of limitations

  • Claims of the Buyer against the Supplier in connection with the warranty for contractual products shall become time-barred thirty-six (36) months after the transfer of risk.
  • In the case of third-party claims, claims for damages or indemnification shall in any case become time-barred at the earliest twelve (12) months after the legally binding conclusion of a corresponding legal dispute or conclusion of a settlement in relation to such third-party claims.
  • In all other respects, the statutory provisions apply.

Insurances

The Supplier is obliged to maintain public liability insurance and product liability insurance with sufficient cover (in each case at least five (5) million euros per claim), which cover the contractual obligations in accordance with the orders. At the request of the Buyer, the Supplier shall provide evidence of such insurance. The Supplier undertakes to maintain the product liability insurance for at least a further five (5) years after the last delivery or service has been performed. This provision or the aforementioned insurances do not constitute a limitation of liability in favour of the Supplier.

 

§ 15 Force majeure

In cases of force majeure, the affected party shall be released from the obligation to deliver, perform or accept for the duration and to the extent of the impact.

Force majeure within the meaning of these GPC is any event beyond the control of the respective party which prevents it from fulfilling its obligations in whole or in part, including, for example, fire, explosions, floods, riots, cyber-interventions, epidemics, pandemics, strikes and lawful lockouts as well as operational disruptions or official orders for which it is not responsible. Supply bottlenecks and other performance disruptions on the part of the respective party's upstream Supplier shall only be deemed force majeure if the upstream Supplier is prevented from providing the service incumbent upon it by one of the aforementioned events.

The affected party shall immediately notify the other party in text form of the occurrence and cessation of the force majeure and shall use its best endeavours to remedy the force majeure and to limit its effects as far as possible.

In the event of force majeure, the parties shall work together constructively on the further course of action and negotiate an appropriate adjustment of the contract or a suspension of the orders as well as whether the contractual products not delivered during this period should be subsequently delivered or services not rendered after the end of the force majeure. If no agreement is reached within a period of six (6) weeks after receipt of the information by the unaffected party or if it is foreseeable that a solution or other improvement of the situation will not be possible within this period, each party shall be entitled to withdraw from the order if the force majeure continues for more than six (6) weeks since the agreed delivery or performance date and the affected party can no longer reasonably be expected to continue to adhere to the order after comprehensive consideration of the interests of both parties.

 

§ 16 Cancellation

Ordinary termination of an order is excluded, notwithstanding the provisions on cancellation. Either party may cancel an order in text form for good cause. Good cause in this sense shall be deemed to exist in particular in the following cases:

  • if the other party breaches a delivery, performance or other contractual obligation to a more than insignificant extent. With regard to the Supplier, this is the case in particular if and to the extent that the Supplier is in default with a service corresponding to the scope of an order or 10% of the average annual order value, or with at least two consecutive deliveries;
  • if the other party breaches a material contractual obligation, in particular in the event of a breach of the provisions of a purchase order, a confidentiality agreement or the Supplier Code of Conduct and this breach of contract is not remedied within a reasonable period of time after a warning or a warning is dispensable in accordance with the statutory provisions;
  • if insolvency proceedings are opened against the assets of the other party or rejected for lack of assets or if security measures are ordered with regard to its assets in accordance with Section 21 InsO;
  • if a case of force majeure within the meaning of § 4 exists and the party concerned can no longer reasonably be expected to continue to hold an order after comprehensive consideration of the interests of both parties.

The Buyer shall be entitled to demand the return of the products, raw materials, consumables and supplies manufactured or acquired for the Buyer up to the time of receipt of the notice of cancellation. In return, the Buyer undertakes to pay the Supplier a reasonable reimbursement of costs corresponding to the current market value, unless the Buyer is already (co-)financing the purchase by the Supplier.

 

§ 17 Compliance / Code of Conduct

The Supplier is obliged to comply with the Buyer’s Code of Conduct (hereinafter "Supplier Code of Conduct") insofar as the Buyer has brought it to its attention prior to the agreement of the order or the parties have agreed separately in this respect. Furthermore, the Supplier shall be obliged to obligate all its upstream Suppliers, sub-Suppliers and subcontractors, insofar as they supply raw materials or (preliminary) products, provide services or other even only subordinate services in relation to the contractual products, to at least the same extent as under the Supplier Code of Conduct and to monitor compliance with the provisions. The Buyer may require the Supplier to submit suitable evidence of the obligation of the upstream Suppliers, sub-Suppliers and subcontractors and the corresponding checks.

 

§ 18 Assignment, offsetting, rights of retention

Assignment to third parties

  • The Supplier is not authorised to assign claims and receivables against the Buyer arising from or in connection with these GPC or an order, in whole or in part, to third parties without the prior consent of the Buyer in text form.
  • The Buyer is entitled to assign its claims and receivables arising from or in connection with these GPC and/or orders to third parties, in whole or in part, without this requiring the express consent of the Supplier.
  • A third party within the meaning of this Section 18.1 is any natural or legal person or partnership with legal capacity that is not an affiliated company of one of the parties within the meaning of Section 15 AktG.

Offsetting

Except as otherwise expressly provided in a Contract, neither Party shall be entitled to (i) set off any claim it may have under this Contract against any claim of the other Party under this Contract or (ii) refuse to perform any obligation under this Contract by asserting a right of retention, unless the rights or claims of the Party asserting a right of set-off or retention are undisputed or have been confirmed by a final judgement of a competent court or arbitral tribunal or - in the case of a procedural assertion - the rights or claims of the Party asserting a right of set-off or retention are undisputed or have been confirmed by a final decision of a competent court or arbitral tribunal or - in the case of a procedural assertion - the rights or claims of the party can be decided at the same time at the time of the last oral hearing.

 

§ 19 Confidentiality

The Supplier is obligated to treat the terms of the order and all information and documents provided to him by the Buyer for this purpose (excluding publicly available information) as strictly confidential and to use them solely for the execution of the order, unless they have already become publicly known without violating this confidentiality obligation or there is a legal obligation to disclose. The Supplier shall promptly return the aforementioned documents to the Buyer upon request after the completion of the order or the resolution of any related inquiries. This obligation continues even after the termination of this framework supply agreement.

Without the prior written consent of the Buyer, the Supplier may not refer to the business relationship with third parties, in promotional materials, brochures, etc.

The aforementioned confidentiality obligations shall remain in effect after the termination of the contract.

 

§ 20 Applicable law, place of jurisdiction

These GPC and all related orders are subject exclusively to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of jurisdiction for all disputes arising from and in connection with these GPC and/or the orders concluded on the basis thereof shall be Hamburg.

Both parties shall endeavour to settle all disputes arising from these GPC by amicable agreement.

 

§ 21 Final provisions

Should a provision of these GPC or an order be or become invalid, this shall not affect the validity of the remaining provisions. The same shall apply if and insofar as a loophole is found in these GPC or an order. In such a case, the invalid provision shall be deemed replaced by a valid provision that comes closest in its legal and economic content to the invalid provision and corresponds to what the parties intended economically or would have intended according to the meaning and purpose of these GPC if they had considered this point. The same applies accordingly to the filling of a gap in a contract or an order. This severability clause does not merely result in a reversal of the burden of proof, but Section 139 BGB is waived in its entirety.

Deviations, amendments and additions to these GPC must be made in text form to be effective, unless these GPC expressly authorise a different form or the law prescribes a stricter form. This also applies to any change to the formal requirement or the waiver of the formal requirement.