General terms and conditions of sale and business of DDHT GmbH & Co. KG for the sale of CaviTAU® medical products
The operator of the online shop and your contractual partner is
Digital Dental & Healthcare Technology GmbH & Co. KG
Tatzelwurmweg 5, D-82031 Grünwald
Managing Director Dr Dr (Phd-UCN) Johann Lechner, Robert Huber
Commercial Register Munich Local Court HRA 11 25 19
Phone: +49 (0) 89 – 244 15 44 60
Fax: +49 (0) 89 – 244 15 44 69
Website: www.cavitau.de / www.shop.cavitau.de
– DDHT GmbH is hereinafter referred to as “DDHT”, “we” or “us” –
§ 1 Scope
(1) These General Terms and Conditions (hereinafter: “T&Cs”) apply to all of our business relationships with our customers (“Buyers”). Our offer is aimed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (such as dentists, dental professional associations, clinics), legal entities under public law or a special fund under public law. We do not conclude contracts with consumers within the meaning of § 13 of the German Civil Code.
(2) These T&Cs apply in particular to contracts for the sale and/or delivery of movable objects (“Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the T&Cs in the version valid at the time of the Buyer’s order, or at any rate in the version last communicated to the Buyer in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Changes to these Terms and Conditions shall be communicated to the Buyer in writing, by fax or by email. If the Buyer does not object to a change within four weeks after receipt of the notification, the changes are deemed to have been approved by the Buyer. In the event of a change in these Terms and Conditions, the Buyer shall be informed separately of the right to object and of the legal consequences of remaining silent.
(4) Our T&Cs shall apply exclusively. Any differing, conflicting or additional General Terms and Conditions of Business of the Buyer shall only become a part of the contract if we have expressly agreed to their validity. This requirement for consent shall apply in every eventuality, even if, for example, we agree without reservation to conclude a contract or to carry out a delivery in full knowledge of the Buyer’s General Terms and Conditions of Business.
(5) Any individual agreements made with the Buyer (including additional or supplementary agreements or amendments to these terms) shall always take precedence over these terms. Subject to evidence to the contrary, a written contract or written confirmation on our part shall be authoritative for the content of such agreements.
(6) Legally relevant declarations and notifications of the Buyer which relate to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, that is, in written or text form (e.g., letter, email, fax). Any statutory formal requirements and further proof, in particular in cases of doubt as to the legitimation of the declarant, remain unaffected.
(7) References to the validity of legal regulations within the scope of these GTCs are only for clarification purposes. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTCs.
§ 2 Conclusion of a contract via the online shop
§ 2.1 Registering as a user
(1) Before placing an order in our online shop for the first time, you must register using the “Register” button. The data required for registration must be provided by the Buyer completely and truthfully. When registering, the Buyer provides an email address as a username and a password. The username must not violate the rights of any third party or any other name or trademark rights, other applicable laws or moral standards. The Buyer is obliged to keep the password secret and not to disclose it to third parties. Admission to our trading system is only possible for entrepreneurs within the meaning of § 14 BGB. We are entitled to request evidence from the Buyer that they are acting as an entrepreneur within the meaning of § 14 BGB.
(2) The medical devices, products and the associated training services offered on our website may only be used for (dental) medical purposes by members of the medical and dental health professions and, to the extent permitted by law, only be used by (dental) medical assistant professionals in compliance with the statutory provisions.
(3) Apart from the approval of these T&Cs for purchases of Goods to be concluded, the registration is not associated with any obligations for the Buyer. The Buyer can delete their account on the website “www.cavitau.de” at any time under “My Account”. After the deletion of the account, all the data stored in the account shall be deleted.
(4) The Buyer is responsible for updating their personal data in their account under “My Account” and for checking the entries made by them for correctness.
§ 2.2 Conclusion of the contract
The following rules apply to the ordering of our products:
(1) Our offers of Goods and services are subject to change and are non-binding. Minor deviations from and technical changes to our illustrations or descriptions can occur. This also applies if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans), other product descriptions or documents in electronic form, to which we reserve property rights and copyrights. We do not make a contract offer with the presentation and advertising of individual products and services; rather, it is a request to the Buyer to submit an offer to conclude a purchase contract (so-called invitatio ad offerendum).
(2) After creating a customer account, the Buyer can select products in our online shop by placing them in a digital shopping cart by clicking on the “ADD TO BASKET” button. To complete the ordering process, the Buyer goes to the “BASKET” and is guided through the rest of the ordering process from there. After selecting the item and specifying all the required order and address data, the Buyer can complete the order process by pressing the button “GO TO CHECKOUT”. In the next step, the Buyer sees an overview in which the items placed in the shopping cart are summarised again with the price, including the legally applicable sales tax and any additional costs (e.g. shipping costs) as well as the selected payment method. Up to this point in time, the Buyer can correct entries or refrain from submitting an offer. In addition, the Buyer can select a billing and delivery address as well as the payment method in this step. By then clicking on the “Order subject to charge” button, the Buyer makes a binding offer for the products in the shopping cart.
(3) The completion of the ordering process is confirmed by an advertisement on the website immediately at the end of the ordering process. We save the Buyer’s data and the order and immediately send the Buyer an order confirmation to the email address given by the Buyer (“Confirmation of Receipt”). Sending the Confirmation of Receipt does not constitute acceptance of the order by us, but only confirms receipt of the Buyer’s offer. The Confirmation of Receipt can be saved in a reproducible form. If the products ordered by the Buyer are no longer in stock or if the contract is not accepted for other reasons, we shall inform the Buyer of this via email. In this case, a contract shall not arise.
(4) A purchase contract between the Buyer and us only comes into existence when we accept the order after completing the ordering process on the website by sending a separate email to the Buyer and thereby confirming the conclusion of the contract (“Order Acceptance”). Upon receipt of the Order Acceptance, a contract is concluded on the basis of these Terms and Conditions for the products and services selected by the Buyer.
(5) We use, save and process the data provided by the Buyer during the ordering process to process the order.
§ 2.3 Special features when purchasing CaviTAU starter kits – prior product training is required
(1) When purchasing “CaviTAU Starter KITs” (CaviTAU Starter KIT Light / CaviTAU Starter KIT PRO / CaviTAU Starter KIT Pro +), the Starter KIT cannot be handed over or sent to the Buyer before prior instruction and product training by qualified specialists.
(2) If a contract for a “CaviTau Starter KIT” (CaviTAU Starter KIT Light / CaviTAU Starter KIT PRO / CaviTAU Starter KIT Pro +) is concluded between the Buyer and us, the above-mentioned products must not be used by the Buyer for the first time before instruction and training in the use of the CaviTAU Starter KIT is carried out by our qualified specialist staff in accordance with the following conditions; the CaviTAU Starter KIT shall only be handed over after this instruction and training has been carried out.
(3) After the conclusion of the purchase contract for a Starter KIT, we shall contact the Buyer within three working days to arrange a training session. All training courses are carried out in our training rooms in Grünwalderstr. 1 in Munich. We are obliged to offer the Buyer two alternative training dates no later than 90 days after the conclusion of the contract, whereby we would like to point out that our training courses are currently usually held on Friday or Saturday.
(4) The Buyer is entitled to take part in the agreed training date with a total of up to three people after prior registration. The costs of the training are included in the purchase price for the Starter KIT, the costs for travel to and from the training for the participants named by the Buyer, as well as any accommodation costs and costs for the remuneration of the named participants are borne by the Buyer.
(5) In order to ensure that our products (CaviTAU Starter KIT Light / CaviTAU Starter KIT PRO / CaviTAU Starter KIT Pro +) are not used without training when they are used for the first time, our products are only handed over to the Buyer on the same day after the training has taken place. At the Buyer’s request, the starter KIT can be sent to the Buyer after the training session against payment of costs.
(6) For Buyers who have already carried out a qualified training course for the Starter KIT (CaviTAU Starter KIT Light / CaviTAU Starter KIT PRO / CaviTAU Starter KIT Pro +) when purchasing a Starter KIT in advance, sending the Starter KIT to the Buyer can be organized by us without the need for further training by qualified personnel. In this case, the shipping costs incurred are listed in the ordering process in our online shop and are shown separately on the invoice. The Buyer determines the preferred shipping method (e.g. via DHL) before completing the order process. In this case, we shall not reimburse the Buyer for the training which has not been used.
§ 3 Delivery time and delays
(1) The delivery deadline is agreed individually or is stipulated by us when we accept the order. If this is not the case, the delivery deadline is approximately 4 weeks from the conclusion of the contract.
(2) If we cannot meet binding delivery deadlines for reasons which are beyond our control (“Service Non-Availability”), we shall notify the Buyer of this immediately and indicate the expected new delivery deadline at the same time. If the delivery cannot be made within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any considerations already made by the Buyer shall be refunded immediately. For these purposes, the following, in particular, shall be considered “Service Non-Availability”: if our supplier is late in making its delivery to us, if we have made a congruent transaction to cover our expected orders, if neither our supplier nor we are responsible for the delay, or if we are not otherwise obliged to procure the delivery in that particular instance.
(3) If the delivery is extended due to official measures to protect against infection or due to border closures, we are not responsible for these delays, even if corresponding measures were already ordered or foreseeable at the time the contract was concluded.
(4) The statutory provisions shall apply as to the occurrence of default in delivery on our side. In any case, the Buyer must first issue us a reminder. If we are in default of delivery, the Buyer may demand a flat amount of compensation for damages due to delay. The lump-sum compensation equals 0.5% of the net price (order value) for each completed calendar week of delay up to a maximum of 5% of the order value of the delayed Goods. We reserve the right to provide evidence that the Buyer has not incurred any damage or has incurred considerably lower damage than the aforementioned lump sum.
(5) The Buyer’s rights pursuant to §8 of these T&Cs and our legal rights, in particular, in the event that the obligation to make a delivery is excluded (for example, because said delivery and/or supplementary performance thereof is impossible or unreasonable), shall remain unaffected.
§ 4 Delivery, transfer of risk, inspection, failure to accept delivery
(1) Deliveries shall be made from the warehouse in Grünwald, which shall also be the place of performance for the delivery and any supplementary performance thereof.
(2) At the Buyer’s request and expense, the Goods shall be shipped to another destination (“Sales by Dispatch”). Unless otherwise agreed, we are entitled to ourselves determine the type of shipment (in particular, the transport company, shipping method, and packaging). If the Buyer orders several products, we are entitled to make partial deliveries.
(3) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest when the Goods are handed over to the Buyer. However, in the event of Sales by Dispatch, the risk of accidental loss and accidental deterioration of the Goods and the risk of delay shall pass to the Buyer once the Goods are handed over to the forwarding agent, carrier or other person or organisation carrying out the shipping.
(4) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a flat rate compensation of EUR 20.00 per calendar day, starting with the delivery period or – in the absence of a delivery period – with the notification that the Goods are ready for dispatch. Our right to demonstrate that we have incurred higher demands and our other legal rights to reimbursement (especially for additional expenses, reasonable damages, termination of contract) remain unaffected; the flat damages as described above shall be included in any further monetary claims. The Buyer has the right to provide evidence that we have not incurred any damage or considerably lower damage than the aforementioned lump sum.
§ 5 Pricing and payment terms
(1) Insofar as no agreement has been made to the contrary in any individual case, our prices as valid at the time of conclusion of the contract which are shown in the online shop shall apply, which shall be ex warehouse prices plus statutory value-added tax.
(2) In the case of the Shipment Purchase (§ 4 section 2), the Buyer shall bear the costs of transport from the warehouse and the costs of any transport insurance requested by the Buyer. Any duties, fees, taxes and other official levies are to be paid by the Buyer.
(3) All sales contracts are only concluded against prepayment. The full purchase price is due immediately upon receipt of the acceptance of the contract offer by us and debited by us according to the payment method chosen by the Buyer. We use an “SSL connection” as a transmission method to encrypt the Buyer’s personal data. Domestic Buyers can pay by credit card (VISA®/Mastercard®), direct debit, through the payment service provider PayPal© or by instant transfer®. For foreign Buyers we only offer payment by credit card (VISA®/Mastercard®). Notwithstanding clause 3, we reserve the right not to offer certain payment methods and/or (in addition) to refer to other payment methods for each order.
(4) If the Buyer is in arrears with the payment of the purchase price, the purchase price shall be subject to interest at the applicable statutory default interest rate during the delay. We reserve the right to claim further damages for delay. Our right to claim the commercial maturity interest (§ 353 HGB) against retailers shall remain unaffected.
(5) The Buyer has no right to offset or retain any amounts unless his counterclaims are undisputed or have been legally determined by a court of law. In the event of defects in the delivery, the Buyer’s counter-rights shall remain unaffected.
(6) If, after the conclusion of the purchase contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the Buyer’s inability to perform, we are entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – entitled to withdraw from the contract (§ 321 BGB).
§ 6 Retention of title
(1) We shall retain title on all Goods sold until full payment of all our current and future claims under the purchase agreement and all ongoing business transactions (secured claims).
(2) The Goods which are subject to retention of title may not be pledged or assigned as collateral to third parties until full payment of the secured claims. The Buyer must notify us in writing without delay if a request is made to open insolvency proceedings, or if third parties gain access (e.g. seizures) to the Goods belonging to us.
(3) If the Buyer acts in violation of the contract, especially in the case of non-payment of the purchase price due, we are entitled, under the statutory provisions, to withdraw from the contract and/or to demand the return of the Goods thereunder on grounds of retention of title. Any demand for the return of Goods shall not at the same time constitute a declaration of withdrawal from the contract; rather, we are entitled to demand only the return of the Goods and to reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, we may assert these rights only if we have previously set the Buyer an appropriate deadline for payment to no avail or if the setting of such a deadline may be waived under provisions of the law.
(4) Until the revocation outlined in (b) below, the Buyer is authorised to further sell the Goods which are subject to retention of title or to process them further in the ordinary course of business. In such a case, the following provisions shall also apply. Any kind of processing, mixing and/or combining of the delivered Goods is expressly prohibited.
(a) The Buyer shall assign to us as security the entirety of its payment claims against third parties arising from the resale of the Goods. We hereby accept this assignment. The obligations of the Buyer stated in paragraph 2 shall also apply in respect of the assigned claims.
(b) In addition to us, the Buyer shall remain entitled to collect these claims. We undertake not to collect the claim so long as the Buyer meets his payment obligations to us, there is no defect in his performance, and we do not assert any retention of title by exercising any right pursuant to para. 3. However, if this is the case, we may demand that the Buyer inform us of the assigned claims and his debtors, provide us with all information necessary for their collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. In addition, we are entitled in such a case to revoke the Buyer’s authority to further sell the Goods which are under retention of title.
(c) If the realisable value of the securities exceeds our claims by more than 10%, we shall, at the Buyer’s request, release securities of our choosing.
§ 7 Warranty
(1) The Buyer’s rights in the event of any material defect or defect of title (including any wrong deliveries and short deliveries, as well as any improper or defective assembly instructions) shall be governed by the statutory provisions, unless otherwise stipulated below.
(2) The basis for any claim for defects shall first and foremost be the agreement made regarding the condition and quality of the Goods. All product descriptions and manufacturer information which are the subject matter of the individual contract or which were made public by us at the time of conclusion of the contract (in particular, in catalogues or on our internet homepage) shall be deemed to constitute an agreement on the condition and quality of the Goods.
(3) Insofar as the condition and quality of the Goods was not agreed upon, the statutory provisions shall determine whether a defect exists or not (§ 434 para. 1 p. 2 and 3 BGB). We assume no liability for public statements by other third parties (e.g. advertising statements, test reports) which the Buyer has not pointed out to us as being decisive for them in purchasing.
(4) The ability of the Buyer to make warranty claims requires his compliance with his statutory obligation (§§ 377, 381 HGB) to examine the Goods and give notice of any non-conformity. If a defect becomes apparent during delivery, inspection or at any later point in time, this must be reported to us immediately in writing. In any case, obvious defects must be reported in writing within 14 days of delivery, and defects not visible during the inspection must be reported within the same period of time after their discovery. If the Buyer fails to carry out a proper inspection and/or report a defect, then any liability on our part for the defect which was not reported, not reported in time or not properly reported shall be excluded, in accordance with the statutory provisions.
(5) If the delivered Goods are defective, we may first of all elect to render supplementary performance either by removing the defect (subsequent remedy) or by delivering a replacement product free of defects (replacement delivery). Our statutory right to refuse supplementary performance remains unaffected.
(6) We are entitled to make the remedy conditional on the payment of the purchase price by the Buyer. However, the Buyer is entitled to retain a reasonable portion of the purchase price relative to the defective part of the delivery.
(7) The Buyer must give us the necessary time and occasion for the supplementary performance due. In particular, he must hand over the defective Goods for examination purposes. The Buyer is also obliged to work on troubleshooting, for example by installing software or operating remote maintenance software in cooperation with our employees. In the case of a replacement delivery, the Buyer shall return the defective products as required by law.
(8) The return of devices which been rejected by the Buyer must always be carried out in the CaviTAU transport case and stating an RMA number to be obtained from DDHT in advance.
(9) In urgent cases, e.g. when operating safety is put at risk or to avert disproportionate damages, the Buyer has the right to rectify the defect themself and to demand from us reimbursement of the expenses objectively required for this. We must be informed of such independently performed activities as soon as possible, if possible prior to them being carried out. The Buyer’s right to rectify defects themself shall not exist if we would be entitled to refuse the equivalent supplementary performance in accordance with the statutory regulations.
(10) The Buyer may withdraw from the contract or reduce the purchase price if the remedy fails or if a reasonable deadline for the remedy set by the Buyer expires unsuccessfully or is not required according to the statutory provisions. There shall, however, be no right to withdraw if the defect is negligible.
(11) Any claims from the Buyer for damages or reimbursement of futile expenses may only be asserted in accordance with § 8, even in the event of defects, and are otherwise excluded.
§ 8 Other liability
(1) Insofar as nothing to the contrary is stipulated in these GTCs, including the following provisions, we shall assume liability in the event of a breach of our contractual and non-contractual duties in accordance with the relevant statutory regulations.
(2) We shall be liable for damages – irrespective of their legal grounds – in the event of intent or gross negligence, within the scope of fault-based liability. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. exercising care in own affairs, insignificant breach of duty), only
a) for damage resulting from injury to life, limb or health,
b) for damages arising from the breach of an essential contractual duty (an obligation whose fulfilment is essential to the proper carrying out of the contract and which the contracting partner often relies on and may rely on); in this case, however, our liability is restricted to reimbursement for damage which is foreseeable and typically occurring.
(3) The limitations of liability provided for in para. 2 shall also apply in the case of breaches of duty by or in favour of persons whose fault we are responsible for under statutory provisions. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality and nature of the Goods and for claims of the Buyer under the Product Liability Act.
(4) In the event of any breach of duty other than those which relate to a defect, the Buyer shall only be entitled to withdraw from or terminate the contract if we are responsible for said breach of duty. The Buyer shall have no free right of termination (in particular, pursuant to §§ 650, 648 BGB). In all other respects, the statutory requirements and legal consequences shall apply.
§ 9 Statute of limitations
(1) Contrary to § 438 para. 1 no. 3 BGB, the general period of limitation for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the period of limitation shall commence upon acceptance.
(2) The aforementioned limitation period of purchase law applies as well for contractual and non-contractual damage claims of the Buyer, which are based on defects of the Goods, unless the application of the regular, legal limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the Buyer pursuant to § 8 para. 2 clause 1 and clause 2 (a), as well under the Product Liability Act, shall only become statute-barred after the statutory periods of limitation.
§ 10 Legal information for medical devices
We would like to point out that the products we offer are medical products and the handling and use as well as the regular inspection of these products are subject to special statutory and legal provisions (including the Medical Devices Act, Medical Devices Operator Ordinance, Radiation Protection Ordinance, X-Ray Ordinance, etc.). The Buyer is obliged to inform themself about the relevant legal provisions for the use of the respective product and to ensure compliance with them. Any violations in the handling, application, storage, commissioning and disposal of our products after the transfer of risk are borne solely by the Buyer.
§ 11 Software
(1) If software is included in the scope of delivery of our products, the Buyer is granted a non-exclusive, non-transferable right to use it. This is a single licence, unless the purchase contract expressly mentions granting rights to a multiple license. This means that the software can only be used by the Buyer on one end device. The Buyer is permitted to make a copy for backup purposes only.
(2) All rights to the software made available to the Buyer remain with DDHT. DDHT is entitled to use the know-how acquired in connection with the execution of the contract for its own business purposes without restriction.
(3) If software is supplied as part of a product, the Buyer may only use this software with the product named in the contract. DDHT must expressly agree in writing for it to be used with another product, unless the Buyer temporarily uses the software with an identical replacement device due to a defect in the hardware sold by DDHT.
(4) Except in the case of § 69 e of the German Copyright Act, the Buyer is not entitled to change, reverse engineer or translate the software, extract parts or combine it with other programs.
(5) Furthermore, the Buyer is not entitled to let or lend software to third parties or to grant sublicenses. Software acquired together with a device may only be resold together with the associated device. The Buyer may only resell software to third parties if the third party is not granted any further rights of use to the software than we have granted to the Buyer. The Buyer may not keep a copy of the software if it is resold. Multiple licenses may only be resold as a whole.
(6) The Buyer is obliged to carefully store the software, including any documentation, so that misuse is excluded.
(7) The purchase of software does not imply any obligation on the part of DDHT to provide software services. Any such additional work must be agreed separately.
(8) The Buyer is obliged to ensure that the software they are using is updated if an update is made available by us.
(1) If a PC or notebook (hereinafter: “computer”) is included in the scope of delivery of our products (Starter KIT), this computer shall be delivered with an operating system.
(2) The computer is intended exclusively for the operation of the CaviTAU product. The computer may not be used for any other purpose.
(3) Files on the computer which are saved during operation with a CaviTAU product (ultrasound device) must be backed up daily on an external data carrier. If there is a loss of data on the computer, we are not liable for any data loss. The Buyer is responsible for the protection of the patient’s data on external data storage according to the legal regulations.
§ 13 Privacy
(1) All personal data provided by the Buyer (title, first name, surname, email, telephone number, fax number, VAT ID) will be stored, processed or otherwise used in accordance with the provisions of the applicable data protection law.
(2) The personal data of the Buyer, insofar as they are necessary for the establishment, implementation and termination of the contractual relationship, are used exclusively for the processing of the sales contracts concluded between the Buyer and us. Any further use of the Buyer’s personal data for the purposes of advertising, market research or to tailor our offers to requirements requires the Buyer’s express consent.
§ 14 Export control
(1) The fulfilment of the services is subject to the proviso that there are no obstacles due to national or international regulations of export and import law as well as no other legal regulations.
(2) Delays as a result of export audits or approval procedures invalidate deadlines and delivery times.
(3) If DDHT is unable to fulfil the contract due to approvals which are not granted, the contract for the Goods concerned is deemed not to have been effectively agreed from the start. This does not result in any claims for damages or reimbursement of expenses by the Buyer.
(4) The procurement of any necessary import permit is the responsibility of the Buyer.
§ 15 Compliance, Anti-Corruption Act
(1) The Buyer assures that they will act in accordance with the applicable statutory provisions, in particular regulations on the fight against corruption and money laundering as well as other provisions of criminal law.
(2) If there is a reasonable suspicion that the Buyer may have violated the above obligations, we are entitled to withdraw from a contract if we cannot reasonably be expected to continue to adhere to the contract.
§ 16 Severability clause
(1) Any changes or additions to these Terms and Conditions must be in writing. This also applies for any waiver of this requirement for the written form.
(2) Should individual provisions of these Terms and Conditions be ineffective, the validity of the other provisions shall not be affected. The parties shall replace the ineffective provision with a provision which legally mirrors the economic sense and purpose of the invalid provision to the greatest possible extent. The above provision shall apply in the event of contractual gaps.
§ 17 Applicable law and jurisdiction
(1) The law of the Federal Republic of Germany shall apply to these T&Cs and to the contractual relationship between us and the Buyer, to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(2) If the Buyer is a merchant as defined in the German Commercial Code, a legal entity under public law, or a special public fund, whether domestic or foreign, the exclusive jurisdiction for any disputes arising directly or indirectly under this contract shall be our headquarters in Berlin, Germany. The same applies if the Buyer is an entrepreneur, as defined in § 14 of the German Civil Code. The place of fulfilment of the delivery obligations under this contract is Grunwald. However, we shall in all cases also be entitled to bring an action at the place of performance or any overriding individual agreement, or at the general place of jurisdiction of the Buyer. Statutory provisions which have precedence, in particular regarding exclusive responsibilities, remain unaffected.
1 In the following, names of persons stand for both male and female designations
As of 01/07/2020