General terms and conditions
of supply and payment
of Hacker Feinmechanik GmbH
Im Polder 2, 94560 Offenberg, Germany
1. Scope of validity
1.1 These Conditions of Sale apply to all master supply agreements (“agreement“) and all individual agreements and/or orders (“orders“) with business owners, legal entities under public law and special funds under public law (“partner“).
1.2 Our deliveries and services are provided exclusively on the basis of the terms and conditions below.
1.3 The business terms and conditions of the partner, unless expressly recognised by us, have no validity.
2. General provisions
2.1 Full details of any verbal agreements shall be immediately confirmed in writing by the contracting partners.
2.2 Orders will not be binding until they are confirmed by us.
2.3 Information and illustrations contained in brochures and catalogues are, in accordance with ususal trade practice, regarded as approximations unless they have been expressly described to us as binding.
2.4 We are entitled to cancel this contract without notice if an important reason exists. Such an important reason is given if after the conclusion of the agreement it becomes apparent that our claims to payment are at risk because of a lack of financial capability of the partner and the partner upon request does not proof his capability within due time. Statutory rights of termination and cancellation and the rights according to no. 8.4 and 12.3 remain unaffected.
2.5 If parts of these conditions of sale are or become invalid the effectiveness of the remaining provisions is not affected.
3. Long-term and call contracts, price adjustment
3.1 Long term agreements and/or agreements with terms of more than 24 months may be terminated by 3 months notice.
3.2 In the event that any essential modification of labour costs, cost of materials or energy occurs with regard to long term contracts (contracts with a term of more than 12 months and unlimited contracts), each party to the contract shall be entitled to demand negotiations on an appropriate adjustment of prices in consideration of these factors.
3.3 Where a binding order quantity is not agreed, our calculation will be based on the non-binding order quantity expected by the partner for a specific period of time (target quantity).
When the partner purchases less than the target quantity, we are entitled to increase the unit price by an appropriate amount. When the partner purchases more than the target quantity, we will reduce the unit price accordingly, provided that the partner has given notice of the surplus requirement not less than six months before delivery.
3.4 In the case of call-off contracts, unless otherwise agreed, binding quantities are to be notified to us by call not less than 3 months before the delivery date.
Any additional costs caused by our partner through late calls or subsequent amendments to the call in respect of time or quantity are to be borne by the partner; in this case our calculation will prevail.
4.1 Each of the contracting partners will use all documents (which will also include samples, models and data) and information received by them under the business relationship only for the contractual purpose, and maintain secrecy in respect of third parties with the same due care as applied to their own documents and information, where the other partner describes them as confidental or has an obvious interest in maintaining secrecy in respect of such documents or information.
This obligation commences on receipt of the first documents or information and ends 36 months after the end of the business relationship.
4.2 This obligation does not apply to documents and information which are generally known, or which were already known to the contracting partner on receipt and where the contracting partner was not under obligation of secrecy, or where they are subsequentetly conveyed by a third party who is authorised to pass on such documents or information, or where the documents or information are developed by the receiving contract partner without exploitation of documents or information of the other contracting partner.
5. Drawings and specifications
5.1 Where one of the contract partners makes available to the other drawings or technical documents relating to the goods to be supplied, or to the manufacture of such goods, to the other partner, these remain the property of the contract partner submitting them.
6. Samples and production materials
6.1 Manufacturing costs for samples and production materials (tools, moulds, templates, etc.) will, unless otherwise agreed, be invoiced separately from the goods to be supplied. This also applies to production materials which have to be replaced as a result of wear and tear.
6.2 The costs for maintenance and proper storage, together with the risk of damage to, or destruction of the production materials, will be borne by us.
6.3 Where, during the period of manufacture of samples or production materials, the partner abandons or terminates the co-operation, all manufacturing costs incurred up to that time will be borne by that partner.
6.4 Even where the partner has paid for them, the production materials remain our property at least until completion of the supply contract. The partner is then entitled to reclaim the production materials, where a mutual agreement has been reached in respect of the time of delivery and the partner has fully complied with his contractual obligations.
6.5 We will keep the production materials free of charge for one year after the final delivery to our partner. After this date, we will request the other party in writing to make known his views on their further use within 6 weeks. Our duty of storage will end if, within these 6 weeks, no such statement has been made, or if no new order has been given.
6.6 Purchaser-related production materials may only be used by us for supply to third parties with the prior written agreement of our partner.
7.1 Our prices are in Euro, exclusive of the sales tax, packing, freight, carriage and insurance.
8. Payment terms
8.1 If no other agreement has been made, all invoices are due for payment within 30 days of the invoice date.
8.2 Where we have indisputably supplied goods which are partly defective, our partner is nevertheless obliged to pay for the non-defective part, unless partial delivery is of no use to him. In other respects the partner may only set off payment against counterclaims which have been determined by final judgement, are ready for decision or not disputed. Exercising a legal right of retention or refusal to perform is also excluded insofar as the counter claim of the customer is only feasible within its borders.
8.3 If the payment terms are not met, we shall be entitled to bill interest on arrears at the rate charged to us by the bank for current account overdrafts, but at a minimum of 8 percentage points above the base interest rate of the European Central Bank at that time.
8.4 In the event of any delay in payment we may, after giving notice in writing to the partner, suspend our obligations until payment has been received.
8.5 Bills of exchange and cheques will only be accepted where this has been agreed, and only on account of performance and on condition that they may be discounted. Discount charges shall be calculated from the due date of the invoice amount. A guarantee for presentation of bills of exchange and cheques at the due and proper time and for the raising of a protest is excluded.
9.1 Unless otherwise agreed, we shall deliver “ex works“. Compliance with the delivery date or delivery period will be based on our notification of readiness for dispatch or collection.
9.2 The delivery period commences on dispatch of our order confirmation and will be extended as appropriate where the provisions of 15.1 below apply.
9.3 Partial deliveries are permitted within reason. They will be invoiced separately.
9.4 Production-related long or short deliveries are permitted within a tolerance of 10 per cent of the total order quantity. The total price will be adjusted accordingly.
10. Dispatch and transfer of risk
10.1 Goods which are notified as being ready for dispatch are to be taken over immediately by the partner. We are otherwise entitled, at our option to dispatch them or to store them at the cost and risk of the partner.
10.2 In the absence of any special agreement, we will select the transport method and routing.
10.3 The risk is transferred to the partner on handover to the railway, forwarding agent or freight carrier, or on commencement of storage, but in any case not later than departure from the factory or warehouse; this also applies if we have assumed delivery.
11. Delay in delivery
11.1 If we are able to anticipate that it will not be possible for the goods to be delivered within the delivery period, we will immediately inform the partner in writing of the reasons for this, and also if possible indicate the probable delivery date.
11.2 If the event of delivery being delayed by one of the circumstances as set forth in 15.1 below, or as a result of any action or omission on the part of the partner, an extension of the delivery period will be granted appropriate to the circumstances.
11.3 The partner is only entitled to withdraw from the contract if we are responsible for the delivery date not being met and the partner has allowed us a reasonable period of grace without result.
12. Reservation of title
12.1 We reserve the right of ownership in respect of the goods supplied until such time as all claims under the business relationship with the partner have been met.
12.2 The partner is entitled to sell these goods in the regular course of business, provided he meets his obligations arising from the business relationship with us in a timely manner. However, he may neither pledge the reserved goods nor transfer ownership of them as security. He is obliged to protect our rights if goods which are subject to reservation of title are resold on credit.
12.3 In the event of breaches of its obligations by the partner, in particular in the case of delayed payment, we shall be entitled, after a reasonable period of grace allowed to the partner for performance has elapsed without result, to withdraw from the contract and take back the goods; this shall not affect the statutory provisions concerning cases where it is not necessary to allow a period of grace. The partner shall be obliged to surrender the goods.
12.4 With immediate effect the partner assigns to us as security all claims and rights deriving from the sale or any hiring, for which we may have given the partner permission, of goods over which we have rights of ownership. We hereby accept the assignment.
12.5 Any working or processing of the goods which are subject to reservation of title shall at all times be carried out by the partner on our behalf. If the goods which are subject to reservation of title are processed or inseparably mixed with other items not owned by us, we shall acquire joint ownership of the new product in the proportion of the invoice value of the goods which are subject to reservation of title to the other processed or mixed items at the time of processing or mixing.
If our products are combined or inseparably mixed with other moveable items to form a single product and the other product is deemed to be the principal product, the partner shall transfer joint ownership to us on a pro data basis, as far as the principal product is owned by it. The partner shall maintain ownership or joint ownership on our behalf. In all other respects the same shall apply to the product created by processing or combination or mixing as to the goods which are subject to reservation of title.
12.6 The partner must inform us immediatley of enforcement measures being taken by third parties in respect of the reserved goods by handling over to us the documents required for any intervention. This also applies to infringements of any other kind.
12.7 If the value of the existing securities exceeds the secured claims in total by more than 20 per cent, we will take action, at the partner’s request, to release securities of our choice in this respect.
13. Material defects
13.1 The quality of the goods is determined exclusively by the agreed technical supply specifications. In the event of us having to supply in accordance with drawings, specifications, samples and the like provided by our partner, the latter will take over the risk of fitness for the intended use. The condition of goods in accordance with the contract is determined as at the time of transfer of risk in accordance with 10.3.
13.2 Any material defects in respect of any defect deriving from unsuitable or improper use, defective assembly or operation by the partner or third parties, normal wear and tear, defective or negligent handling, will also be excluded as the consequences of unsuitable modifications or repairs undertaken by the partner or third parties without our approval. The same shall apply to defects which only reduce the value of the goods or their fitness for their intended use to an insignificant extent.
13.3 The entitlement to claims for material defects shall expire after 12 months. This shall not apply where the law requires longer periods of time as mandatory, particularly for defects in a building and in a product which has been used in accordance with its customary form of use for a building has caused the latter to be defective. Sentence 1 shall not apply for damages suffered from the injury of life, health or in case of deliberate acting or gross negligence or any other infringement of fundamental duties (i.e. duties that actually allow the duly execution of the agreement and on which the partner ususally can rely on) by our representatives or managers.
13.4 Where it is agreed that the goods are to be accepted after completion or that initial samples are to be tested, notification of defects which could have been discovered by the partner under careful acceptance or testing of initial samples is excluded.
13.5 We must be given the opportunity of assessing the notified defect. The goods claimed defect must be returned to us immediately; we will take over the transport costs where the notice or defect is justified. In the event of the partner failing to observe these obligations, or carrying out modifications of the goods which are rejected without our consent, he will lose any entitlements for material defects.
13.6 In the event of a notice of defect which is justified and made at the due and proper time, we will, at our choice, make improvements to the goods rejected or supply a replacement free of defect.
13.7 In the event of failing to meet these obligations, or failing to do so within a reasonable time in accordance with the terms of the contract, the partner may set in writing a final deadline within which we must fulfil our obligations. In the event of this period expiring without result, the partner may demand reduction of price or withdraw from the contract. There shall be no reimbursement of costs if the expenses increase because the goods have been brought to another place after delivery by us, unless this means that the goods are being used as they were intended to be.
13.8 The partner has statutory rights to recourse against us only in so far as the partner has not reached any agreements with its customer which go beyond the statutory claims or defects. In addition, 13.7 last sentence, applies accordingly to the scope of the rights of recourse.
14. Other claims, liability
14.1 Unless otherwise specified below, any additional or more extensive claims by the partner against us are excluded. This shall apply in particular to claims for damages for a breach of duties arising from the obligation or from unlawful acts. We are therefore not liable for any damages not deriving from the delivered goods themselves. We are in particular not liable for any loss of profit or other financial losses by the partner.
14.2 The limitations of liability indicated above do not apply in the case of specific intent, gross negligence on the part of our legal representatives or managers, and in the event of culpable violation of fundamental contractual duties, i. e. duties that actually allow the duly execution of the agreement and on which the partner usually can rely upon. In the event of culpable violation of significant contractual obligations we are liable – other than in cases of specific intent or gross negligence on the part of our legal representatives or senior employees – only for standard contractual loss, or loss which might reasonably have been expected.
14.3 The limitation of liability is also not applicable in those cases where there is liability in accordance with product liability laws in the case of defects in goods supplied for private use. It is also not applicable in case of injury of life, body or health and in the absence of guaranteed characteristics, if, and insofar as the object of the guarantee was to cover the partner against any losses not deriving from the goods supplied themselves.
14.4 Insofar as our liability is excluded or limited, this is also applicable to the personal liability of our employees, workers, personnel, legal representatives and vicarious agents.
14.5 The legal provisions relating to burden of proof are not affected by this.
15. Force majeure
15.1 Acts of God, labour disputes, disturbances, official measures, non-arrival of deliveries from our suppliers and other unpredictable, unavoidable and serious events will release the contracting partners from their duty to perform for the duration of the disturbance and to the extent of their effect. This is also applicable where these events occur at a time when the contracting partner concerned is in default, unless the delay is caused intentionally or gross negligently. The contracting partners are obliged, so far as is reasonable, to provide the necessary information immediately and in good faith to adjust their obligations to the changed conditions.
16. Place of performance, place of jurisdiction and applicable law
16.1 Unless otherwise indicated in the order confirmation, the place of performance is our principal place of business.
16.2 The place of jurisdiction for all legal disputes, including any action relating to payment bills of exchange or cheques, is our principal place of business. We are also entitled to bring an action at the place of business of the partner.
16.3 The contractual relationship is exclusively subject to the laws of the Federal Republic of Germany.
The Application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG – „Vienna Sales Convention“) is excluded.
17. Final Provision
17.1 In case of any discrepancies between the English version and the German version of the General Terms and Conditions, the German version will prevail.
GENERAL TERMS AND COnditions for purchases
of Hacker Feinmechanik GmbH
Im Polder 2, 94560 Offenberg, Germany
1.1. These General Terms and Conditions of Purchase apply to entrepreneurs, legal entities subject to public law and special assets subject to public law (“partner”).
1.2. These General Terms and Conditions of Purchase apply to all master supply agreements (“agreement”) and all individual agreements and/or orders (“orders”). Any of our partner’s terms and conditions shall not apply unless being explicitly accepted by us.
1.3. These General Terms and Conditions of Purchase shall also apply to any future orders and contractual relationships between the partner and our company
2. General provisions
2.1. The parties to the contract shall immediately confirm verbal agreements in detail in writing.
2.2. In the event that individual parts of these General Terms and Conditions of Purchase should be void or become invalid, this shall not affect the validity of any other provision.
2.3. We are entitled to cancel this contract without notice if an important reason is presented. Such an important reason is given if after the conclusion of the agreement it becomes evident that our contractual rights are endangered because of a lack of capability of the partner und the partner upon request does not proof his capability within due time. Statutory rights of termination and cancellation and the rights according to article 11.7 will remain unaffected.
3.1. In case our partner does not accept our order within one week since receipt, we shall be entitled to cancellation.
3.2. Delivery schedules shall become binding at the latest if the partner fails to cancel within seven days since receipt.
3.3. We shall be entitled to demand modifications of the goods supplied if it can be reasonably expected from the partner. In this context, any consequences particularly with regard to additional or reduced costs as well as to delivery dates shall have to be settled amicably and appropriately.
4. Long term – and on demand contracts, adjustment of prices
4.1. Unlimited contracts as well as contracts with a term of more than two years may be cancelled with a notice period of three months.
5.1. Each party to the contract is obliged to use any document (including samples, models and data) and knowledge gained from of this business relationship only for the common purposes as well as to keep them secret from any third party with the same due diligence and care that would be paid to its respective own similar documents and knowledge if the other party to the contract declares these to be strictly confidential or has any apparent interest in keeping these secret.
This obligation becomes effective as from the very first receipt of those documents or knowledge and shall expire 36 months after termination of the business relationship.
5.2. This obligation does not apply to documents or knowledge being generally known or being already known to the partner when receiving these without being committed to secrecy. The same applies to documents or knowledge being transferred afterwards by a third party entitled to transmission or being developed by the receiving party to the contract without using the other partner’s documents or knowledge to be kept secret.
5.3. The regulations of the German law for the protection of business secrets (GeschGehG) remain unaffected.
6. Designs und descriptions
6.1. Any designs and descriptions handed over by us to the partner shall remain our or our customer’s inalienable material and intellectual property. The documents shall be returned to us upon our request.
6.2. The partner shall confer the property on designs and descriptions made according to our instructions as soon as they are fully paid.
6.3. Products that are manufactured according to our documents or the documents of our customers (such as drawings, models and the like) or according to confidential information or with tools or replicated tools may not be used by the partner itself, nor offered or delivered to third parties.
7. Samples and manufacturing equipment that the partner manufactures or procures
7.1. If reimbursement of the manufacturing costs for samples and manufacturing equipment (tools, molds, devices, etc.) has been agreed, these costs will be invoiced to us separately from the goods to be delivered unless otherwise agreed. This also applies to manufacturing equipment which, as agreed, has to be replaced due to wear and tear.
7.2. The partner bears the costs for maintenance and proper storage as well as the risk of damage or destruction of the production equipment. The partner will keep the manufacturing equipment free of charge for three years after the last delivery to us. Then he will ask us in writing that we comment on further use within six weeks. The duty of safe custody ends if no statement is made or a new order is placed within these six weeks.
7.3. The partner may only use customer-related manufacturing equipment for deliveries to third parties with our prior written consent. They may not be scrapped, made accessible to third parties or used for purposes other than those agreed in the contract without our written consent and must be carefully kept by the partner.
8. Samples and production materials that we provide
8.1. Production materials and documents (including samples and data) that we provide to the partner remain our property or the property of our customer.
8.2. The partner is obliged to provide these production materials with a reference to our property and to insure it at its replacement value against fire, water and theft. Upon request, the partner will provide us with proof of the markings and the existence of appropriate insurance.
8.3. The partner will inform us immediately of any damage to the production materials and carry out maintenance and repair work on it at his own expense.
8.4. The processing, conversion or installation of production materials that we have provided to the partner is done for us.
8.5. If this leads to an inseparable mixing of our materials with materials of the partner or a third party, we become co-owners of the newly created items in proportion to the value of our materials to the new materials. If the processing, conversion or installation takes place in such a way that our materials are to be regarded as essential components of a main item of the partner, we acquire co-ownership of the main item in the ratio of the value of our materials to the new item. In both cases, the partner keeps the co-ownership share for us.
9.1. Unless provided otherwise, all prices are free place of receipt in EUR including packaging.
10. Certificates of origin, VAT certificates and export limitations
10.1. The partner is obliged to mark any certificates of origin demanded by us with all necessary particulars, to duly sign them and to make them available without delay. Moreover, the partner shall immediately inform us in writing and without request if the particulars in the certificates of origin for the goods delivered shall be no longer correct.
10.2. The same applies to any proofs for VAT law purposes in case of cross border deliveries and intra-community supplies.
10.3. The partner shall immediately inform us if any delivery is fully or partly subject to export limitations under German or any other law.
11. Payment terms
11.1. Unless provided otherwise and subject to the regulation of article 11.3, payment shall be made within 14 days after delivery and receipt of the duly issued invoice by taking advantage of three % cash discount or payment shall be effected net within 30 days. The respective later date shall be decisive for the commencement of the payment period.
11.2. In case of acceptance of an early delivery maturity shall depend on the agreed date of delivery.
11.3. In case of defective delivery or any default in delivery we shall be entitled to withhold payment proportionally to value until delivery has been duly fulfilled.
11.4. Without our written consent which may not be refused unreasonably, the partner is not entitled to assign his claims against us or to instruct a third party with its collection.
11.5. In the event that – contrary to sentence 1 – the partner assigns his claims against us to a third party without our consent, this assignment is nevertheless valid. However, we reserve the right according our choice to either effect payment to the partner or to the third party with liberating effect.
11.6. The partner may only set off counterclaims that have been legally established, ready for decision or undisputed or legally established. A right of retention or the right to refuse performance of the partner may also only exist within these limits.
11.7. If under an order we are obliged to pay in advance we can refuse payment and set a time period within which the partner has to deliver versus payment or has to present securities if, after the conclusion of the order, it becomes evident that our contractual rights are endangered because of a lack of capability of the partner. The lack of capability of the partner is assumed if his creditworthiness at Euler Hermes Forderungsmanagement Deutschland GmbH is rated at “high risk” (level 7) or worse. If the partner refuses or in case of an unsuccessful expiry of the period we are entitled to cancel the order and to claim damages.
12. Dispatch and transfer of risk
12.1. Unless provided otherwise, delivery has to be executed “delivery free domicile” by the partner. The risk shall pass on to us when the partner has stored the goods in our warehouse.
12.2. The delivery deadline begins with sending the order confirmation and shall be extended reasonably if the requirements of force majeure are given.
12.3. Partial deliveries shall only be accepted if agreed on by special agreement.
12.4. The partner is obliged to procure all necessary accompanying documents, waybills, supplier's declarations, test reports, factory test certificates and other documents at his own expense and to present them to us in good time. If the acceptance of the delivery depends on such documents, we are not in default of acceptance if the partner has not submitted the documents in good time, including a reasonable time for the examination.
13. Activities within our company
13.1. Persons who work within our company in order to fulfill the obligations of the partner are subject to the provisions of our work regulations with regard to accident prevention, occupational safety, environmental and other regulations that apply to us. Hazardous substances may only be used within our company after consultation with our specialized staff and must be properly labeled.
14. Delay in delivery
14.1. Should the partner be able to foresee that the goods cannot be delivered within the delivery period he has to inform us in due time in writing and without delay, thereby communicating the reasons and stating the expected date of delivery, if possible.
14.2. In the event of a delay in delivery, we are entitled, at our option, to withdraw from the contract, procure a replacement from a third party and / or demand compensation for non-performance. The partner has to reimburse us for the costs incurred due to his delay in delivery. This does not affect further statutory claims due to delay in delivery.
14.3. The partner's liability for damages also extends to any flat-rate damages and contractual penalties that we owe our customer due to the delay in delivery, provided that these are not unusual or we have informed the partner of the flat-rate damage or contractual penalty agreed with the customer.
15. Reservation of title
15.1. The partner shall remain the owner to the goods delivered until full and final payment (simple retention of title). Other forms of retention of title, in particular an extended and / or expanded retention of title, will only apply with our express consent.
16. Quality defects
16.1. The goods must fulfil the specifications agreed upon and what must be assumed by the partner while being aware of the purpose of use, at least however, the indispensable mandatory legal requirements and must be state of the art. The point in time of the passing of the risk shall be decisive for the quality of the goods according to the contract.
16.2. Immediately after receipt, we will check the goods for obvious and visible deviations in quantity and identity and for transport damage. In the event of a complaint, the partner must bear the costs of the inspection and replacement delivery. In the case of any type of defect, the notification period is five working days from the date of discovery, with the sending of the notification within the period is sufficient. In this respect, the partner waives the objection of late notification of defects.
16.3. Claims based on quality defects shall prescribe in 36 months. This shall not apply if the law prescribes extended limitation periods.
16.4. In case the partner misses a fixed reasonable limitation period without having improved the goods or having delivered flawless goods we shall be entitled to eliminate the defect at the partner’s expense on our own or by a third party. The legal regulations on the dispensability of fixing a limitation period as well as all legal rights because of defects including rights of recourse shall remain unaffected.
17. Legal imperfections in title
17.1. The partner guarantees that all deliveries are free of rights of third parties and particularly that with the delivery and the use of the goods no patents or any other industrial property rights of a third party shall be infringed in the country of the place of delivery stipulated, within the European Union, Switzerland, Turkey, United Kingdom and – as far as communicated to the partner – within the intended countries in which the goods are to be used.
17.2. Insofar as the partner is directly legally liable to the third party the partner shall indemnify us from any claims of a third party out of industrial property right infringements and bears all necessary costs arising therefrom.
17.3. Claims due to legal imperfections in title will prescribe within the same period as claims based on quality defects.
18. Other claims, liability of partner
18.1. As far as the partner is responsible for any product damage he shall be obliged to indemnify us from any damages claimed by a third party as far as the reason lies within his range of command and organization and as far as he shall be held liable himself in the legal relationship with third parties.
18.2. Within the scope of this liability the partner shall also be obliged to reimburse any costs arising from or in connection with a product recall carried out by us or our customers pursuant to §§ 683, 670 German Civil Code as well as to §§ 830, 840, 426 German Civil Code. We shall inform the partner about the contents and the scope of the recall measures to be carried out - as far as possible and reasonable - and shall give him the opportunity to give a statement thereto. Any further legal claims will remain unaffected.
18.3. The partner is obliged to hold a product liability insurance being appropriate in scope and amount. In case we are entitled to more extensive claims for damages these shall remain unaffected.
19. Our liability
19.1. Any claims for damages based on whatsoever legal basis may only be claimed from us in cases of intent, gross negligence of our legal representatives or principle executives and culpable infringement of essential contractual duties, i.e. duties that actually allow the duly execution of the agreement and on which the partner usually can rely upon. In case of culpable infringement of essential contractual duties we shall only be held liable for the reasonably foreseeable damage immanent to the contract.
19.2. The limitation of liability shall not apply in cases of our mandatory legal liability according to the product liability law for personal injury or property damage and in case of injury of life, body or health.
20. Force majeure
20.1. Force majeure, labour disputes, disturbances, official measures, non-arrival of deliveries from our suppliers and other unpredictable, unavoidable and serious events will release the contracting partners from their duty to perform for the duration of the disturbance and to the extent of their effect. The contracting partners are obliged, so far as is reasonable, to provide the necessary information immediately and in good faith to adjust their obligations to the changed conditions.
21. Place of performance, place of jurisdiction and applicable law
21.1. The place of performance for the delivery of the goods is the place of destination stipulated by contract or the order.
21.2. Claims for defects must be met where the delivered goods are located.
21.3. Any legal disputes arising hereunder, also including disputes with regard to summary bill of exchange and cheque enforcement proceedings shall be settled before the court of the city of our business seat. We shall also be entitled to take legal action at the seat of our partner.
21.4. The laws of the Federal Republic of Germany shall apply to the contractual relationship exclusively.
21.5. The application of the Convention of the United Nations on the International Sale of Goods (CISG - "Wiener Kaufrecht") dated 11 April 1980 is excluded.
22. Final provision
22.1. In case of any discrepancies between the English version and the German version of the General Terms and Conditions, the German version will prevail.