§ 1 Validity
1.1 These General Terms and Conditions of Sale (hereinafter: GTC) apply to all deliveries of goods and services of CEOTRONICS AG (hereinafter: CT), including all ancillary services, advice and information. These GTC apply exclusively and in the version valid at the time of conclusion of the contract. 1.2 With the placement of the order by the buyer / client (hereinafter: Customer), these GTC are simultaneously deemed to be accepted and to be an integral part of the contract. Conflicting or deviating terms and conditions of the customer are hereby rejected. They shall only become part of the contract if CT expressly agrees to them in writing in individual cases. 1.3 These GTC shall also apply if CT carries out the delivery to the customer without reservation or renders services for the customer in the knowledge that the customer’s terms and conditions conflict with or deviate from these GTC. 1.4 These GTC shall only apply to entrepreneurs (§ 14 BGB), legal entities under public law or a special fund under public law within the meaning of § 310 para. 1 sentence 1 BGB. 1.5 These GTC shall also apply to all future contracts with the customer in the version valid at the time the contract is concluded. 1.6 All agreements made between CT and the customer, as well as additions and amendments to these agreements, must be made in writing. This also applies to a waiver of the written form requirement. 1.7 Field staff and commercial agents of CT are not authorized to make agreements or commitments that deviate from these GTC. This requires legally effective individual agreements concluded by authorized representatives of CT.
§ 2 Offers, conclusion of contract, offer documents, information and advice
2.1 Offers are always non-binding. A contract shall only come into effect with the written order confirmation from CT. The scope of CT’s services is conclusively determined by CT’s written order confirmation together with its written annexes. Offers are only binding in exceptional cases and in individual cases if they are submitted in writing and expressly designated as binding. 2.2 CT shall only be bound to binding offers without an explicitly stated binding period until the expiry of two weeks after receipt of the offer by the customer. 2.3 Samples and specimens are non-binding. Designs may be changed by CT insofar as this is compatible with the customer’s specifications or the deviation is only minor. 2.4 All information on the suitability and possible applications of goods / services is provided to the best of CT’s knowledge. However, they only represent empirical values which are not deemed to be guaranteed; they do not justify any claims against CT. The customer shall not be released from the obligation to convince himself of the suitability of the goods / services for the intended purpose by carrying out his own tests. 2.5 The customer agrees to the further use and duplication by CT of any drawings, plans, models, templates, samples, tools, means of production, dimensions, weights and similar performance data handed over to CT and – insofar as necessary for the order – also to the transfer to third parties. Should the values specified by the customer change, the customer must inform CT of this immediately.
§ 3 Place of fulfillment, transfer of risk, transport costs, packaging
3.1 All deliveries shall be made free carrier (FCA) place of manufacture, unless otherwise agreed in writing. The Incoterms© 2020 shall apply as agreed. 3.2 Shipment shall be at the risk of the customer, even if CT should exceptionally bear the transportation costs. The transfer of risk shall be determined according to the Incoterms© clause mentioned in section 3.1. In the case of work performances, the risk shall pass to the customer upon acceptance. 3.3 Unless otherwise agreed in writing, all transportation, packaging, insurance, customs clearance costs, customs duties, etc. that go beyond the scope of an FCA delivery (Incoterms© 2020) shall be borne by the customer. 3.4 Shipment shall be made in the least expensive packaging required for the delivery. 3.5 CT shall only take back packaging supplied within the scope of its statutory obligations; packaging shall not be taken back for deliveries abroad. The take-back does not include the return delivery and the costs incurred for this. If the customer is not a private final consumer in the sense of the Packaging Ordinance, the disposal of the packaging will be charged to the customer at cost price. If the packaging is not returned, any participation in and assumption of disposal costs by CT is excluded. 3.6 The customer is obliged to check delivered goods / services immediately after their delivery for obvious transport losses, transport defects or transport damage, to determine and document complaints in accordance with the conditions of the carrier in the presence of the driver and to notify CT in writing on the day of receipt of the goods / services. Hidden transport losses, transport defects or transport damage must be reported in writing within three calendar days of delivery of the goods / services at the latest. If the customer fails to notify us in good time, the goods / services shall be deemed to have been approved with regard to any transport losses, transport defects or transport damage. The customer must always comply with the necessary formalities vis-à-vis the carrier. Otherwise, § 438 HGB applies. 3.7 The obligations arising from Section 3.6 shall also apply to the customer if the delivery/service is made to or with a third party at the customer’s request.
§ 4 Delivery
4.1 Unless otherwise agreed in writing, delivery or performance periods (hereinafter: performance period) are non-binding, are subject to proper and timely delivery to us and shall only commence after clarification of all execution details, in particular by the customer, but at the earliest on the date of the order confirmation by CT and payment of down payments and installment payments due by the customer. 4.2 Insofar as performance deadlines are exceptionally agreed as binding, the following shall apply: If the customer is in default with the fulfillment of his contractual obligation, all performance deadlines shall be extended by the period of default plus a reasonable restart period. Performance periods shall be extended in the event of circumstances for which CT is not responsible and in the event of force majeure (e.g. unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable shortages of power, energy, raw materials or auxiliary materials, subsequent material shortages, import and export restrictions, strikes, lockouts, official decrees and similar unforeseeable events which subsequently make performance more difficult or impossible for CT or CT’s subcontractors) by the period of the hindrance plus a reasonable restart period, but by a maximum of three months in total. CT shall inform the customer immediately of the beginning and end of such hindrances. CT shall not be responsible for the aforementioned circumstances even if they occur during a delay. If the obstacle to delivery lasts longer than three months, both contractual parties are entitled to withdraw from the contract. In the event of non-compliance with the performance deadlines designated by CT as binding, the customer is entitled to set CT a reasonable grace period of – regularly – at least one month in writing. If the delivery is not made by the end of the grace period, the customer has the right to withdraw from the contract. The delivery shall be deemed to have been made on time as soon as the goods / service have left the factory or warehouse of CT or the subcontractor / sub-supplier before expiry of the period. CT shall only compensate for damages caused by delay in accordance with the provisions in clause 8. 4.3 CT’s obligation to deliver shall lapse without compensation if it is permanently prevented from fulfilling its obligation by government measures of the country of origin of the goods or supranational organizations, acts of war or natural disasters. 4.4 In the event of a subsequent amendment to the contract which could affect an agreed performance period, the performance period shall be extended accordingly, unless otherwise agreed in writing. 4.5 If the customer does not fulfill his obligation to cooperate (e.g. in technical matters) on time, the performance period shall also be extended accordingly. 4.6 CT is entitled to partial services and partial deliveries and their separate invoicing at any time, taking reasonable account of the interests of the customer. 4.7 Insofar as safety precautions are required for assembly services to be carried out by CT at the customer’s premises, the customer shall ensure compliance with these precautions and bear the costs. Insofar as inspections are to be carried out, the customer must arrange this and bear the costs.
4.8 If the customer does not collect the goods within the agreed performance period, but at the latest within one week after receipt of any notification of availability / invoice, or if he refuses to accept the goods / service, the customer shall be in default of acceptance. If the customer is in default of acceptance, CT shall be entitled to set the customer a grace period for collection or acceptance of the goods / service. A grace period of one week shall be deemed reasonable. After the fruitless expiry of the grace period, CT is entitled – without prejudice to further claims – to withdraw from the contract and / or to demand compensation. In the latter case, CT shall be entitled to demand 5% of the agreed net purchase price as lump-sum compensation without proof of concrete damage, unless the customer proves that CT has suffered no or less damage. CT is entitled to demand compensation for the damage actually incurred instead of the lump-sum compensation. In the event of default of acceptance, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer.
§ 5 Price, payment and default
5.1 The purchase price is the amount stated in CT’s order confirmation. 5.2 Offer prices are based on the current USD / EUR, GBP / EUR and CHF / EUR exchange rates on the day the offer is made. CT reserves the right to make corresponding price adjustments due to any exchange rate changes up to the time of invoicing. 5.3 Unless otherwise agreed in writing, prices are EX Works (EXW) place of manufacture according to Incoterms© 2020 without loading and without packaging. CT is entitled, but not obliged, to take out transport insurance at the customer’s expense. 5.4 The statutory value added tax is not included in the price. It is due in the respective statutory amount and is shown separately on the invoice. In the case of services within the European Union, the customer must provide his VAT identification number to be used by CT for this contract together with the corresponding address in good time before the contractually agreed performance deadline in order to prove his exemption from VAT. In the event of failure to provide timely and complete notification, CT reserves the right to charge the applicable VAT. In the case of services outside the European Union, CT is entitled to subsequently charge the statutory VAT if the customer does not send proof of export to CT within one month of the respective shipment. 5.5 The invoiced purchase price is due immediately upon delivery without deduction, unless otherwise agreed in writing. The timeliness of the payment is determined by the receipt of the amount at the unconditional disposal of CT. 5.6 If staggered deliveries are agreed or partial deliveries are made, the purchase price is due with each partial delivery. CT shall also be entitled to demand reasonable payments on account. 5.7 In the event of default of payment, the customer undertakes to pay corresponding interest in the amount of 8 % / p.a. above the base interest rate of the European Central Bank. CT is entitled to exercise a right of retention to which it is entitled also in the event of default of payment by the customer with regard to previous deliveries. 5.8 If the customer is in default of payment or if justified doubts arise as to his ability to pay, CT shall be entitled to declare all claims against the customer due immediately and / or to demand the provision of security even before delivery / service, to withhold outstanding deliveries / services from all contracts with the customer in whole or in part or to withdraw from the existing contracts in whole or in part. 5.9 The customer shall only be entitled to rights of set-off, retention and refusal of performance if his counterclaims have been legally established, are undisputed or recognized. Furthermore, the customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. 5.10 CT reserves the right to use payments to settle the oldest claim due plus the default interest and costs accrued thereon, in the following order: costs, interest, claim.
§ 6 Traceability of goods
The customer is obliged to keep a record of the goods delivered by CT when they are passed on to third parties, so that the customer can provide information about the further whereabouts of the goods at any time. If, for example, in the event of a recall campaign initiated by CT, the customer is unable to provide information on the further whereabouts of the delivered goods, liability for any damage to persons or property caused as a result shall pass to the customer.
§ 7 Defects
7.1 The quality and condition of the delivered goods shall be based on the specification and description of the subject matter of the contract provided by CT when the offer is made or the order is confirmed. The contracting parties agree that the goods are free of defects if they correspond to the quality stated in the specification at the time of the transfer of risk.
. 7.2 Claims for defects shall become time-barred one year after the transfer of risk in accordance with clause 3. 7.3 The customer is obliged to accept work and installation services immediately, at the latest within two days after notification of completion or after delivery. Delivery shall be deemed to be a request for acceptance. At CT’s request, an acceptance report shall be drawn up. 7.4 Obvious defects, incorrect deliveries or deviations in quantity must be reported to CT in writing by the customer without delay – notwithstanding the provision in Section 7 or § 640 Para. 2 BGB – at the latest within seven calendar days after delivery of the goods or acceptance of the work services. After the customer has started further processing, there is no further right of complaint. Hidden defects must be reported immediately, at the latest within seven calendar days of their discovery. If the customer fails to notify CT in good time, the goods/services shall be deemed to have been approved and accepted without defects. For customers who are merchants within the meaning of the German Commercial Code (HGB), § 377 HGB shall apply in addition. 7.5 Defects must be reported in writing. 7.6 After receipt of the notification of defects, the goods are to be sent to CT for inspection at its request, insofar as this is possible without disproportionate expense. A different procedure must be agreed with CT in writing.
In the event of an unjustified notification of defects, the customer shall bear the costs for the expenses incurred by CT as a result of the inspection. 7.7 In the event of a justified complaint, the customer is entitled, at CT’s discretion, to two free rectifications or a replacement delivery. Shortfalls shall be delivered subsequently. If two attempts at rectification or replacement delivery do not lead to success within a reasonable period of time, the customer shall be entitled to the statutory rights. 7.8 CT may refuse to rectify defects or make a replacement delivery as long as the customer does not fulfill its due obligations towards CT. The assertion of the defense of defects and corresponding rights to refuse performance / rights of retention of the customer due to defects remain unaffected by this. 7.9 The warranty is excluded if the goods / services are not used properly by the customer or are connected to or installed in unsuitable parts (e.g. parts not originating from CT or not in accordance with the operating instructions). Furthermore, the warranty is excluded in the event of natural wear and tear, chemical, electrochemical or electrical influences, harmful environmental conditions of which CT was unaware, as well as in the event of modifications to the goods made without the consent of CT and in the event of faults caused by improper use, incorrect operation and negligent handling, in particular if the customer does not follow the operating and maintenance instructions.
7.10 The above limitations of warranty do not apply to damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by CT or one of its legal representatives or vicarious agents. The above limitations of the warranty also do not apply to other damages which are based on an intentional or grossly negligent breach of duty by CT or one of its legal representatives or vicarious agents or if the other damage has arisen due to the absence of a guaranteed quality or due to fraudulent concealment of a defect. For the damages described in this paragraph and the corresponding claims, the time limitation of the claims to one year in accordance with clause 7.2 above shall also not apply. 7.11 The assignment or pledging of warranty claims to third parties without transfer of ownership of the goods is excluded. The customer undertakes to inform CT immediately and in full if warranty claims are asserted against him by his customer. 7.12 CT’s liability for consequential damages is excluded, unless these are based on an intentional or grossly negligent breach of duty by CT. In this respect, the customer undertakes to indemnify CT from any claims of his customers resulting from consequential damages, unless there is a willful or grossly negligent breach of duty by CT.
§ 8 Liability
8.1 Any claims for damages by the customer arising directly or indirectly in connection with the order, delivery or use of goods / services of CT or the use of work services, irrespective of the legal grounds, are excluded. This exclusion of liability shall not apply in the event of a breach of a material contractual obligation (cardinal obligation). Cardinal obligations are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely, i.e. rights and obligations which the contract has to grant according to its content and purpose. 8.2 CT’s liability is in any case limited to compensation for foreseeable damage typical of the contract. (Damage) compensation claims of the customer against CT, which are based on contractual penalty claims of the customer’s purchasers, are in no case foreseeable for CT and typical for the contract in the above sense. CT is entitled to provide evidence of lower damages. 8.3 Insofar as the damage is covered by an insurance policy taken out by the customer for the damage in question, CT shall only be liable for any associated disadvantages suffered by the customer, e.g. higher insurance premiums or interest disadvantages, until the damage is settled by the insurance company. 8.4 The above exclusions and limitations of liability do not apply to damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by CT or one of its legal representatives or vicarious agents. The above exclusions and limitations of liability also do not apply to other damages which are based on an intentional or grossly negligent breach of duty by CT or one of its legal representatives or vicarious agents or if the other damage is caused by the absence of a guaranteed quality or due to fraudulent concealment of a defect.
§ 9 Strict liability / product liability
If claims are asserted against CT by third parties on the basis of strict liability, in particular on the basis of product liability, the customer shall assume liability to the extent that he would also be directly liable. CT’s liability for measures taken by the customer to prevent damage, e.g. product recalls, is excluded to the extent permitted by law.
§ 10 Reservation of title, reservation of copyright, confidentiality
10.1 CT shall retain title to all its goods / services (goods subject to retention of title) until all claims arising from the business relationship with the customer have been settled. This also applies to objects which are installed or handed over within the scope of work services. The retention of title vis-à-vis the customer shall also remain in force if the claims are included by CT in a current account (current account) and the balance is drawn and recognized (current account reservation). The transfer of risk according to clause 3 remains unaffected by this. 10.2 The customer shall treat the goods subject to retention of title with care. He is obliged to sufficiently insure the reserved goods at his own expense against fire, water and theft damage at the gross invoice value and already now assigns his claims for compensation from these insurance contracts to CT in the amount of the gross invoice value. The assignment is hereby accepted. 10.3 The customer shall be entitled to resell the delivered goods exclusively in the ordinary course of business as long as he fulfills his contractual obligations towards CT and a claim for remuneration arises from the resale at least in the amount of the purchase costs. In the event of resale of the goods subject to retention of title by the customer, the customer for his part shall only deliver the goods to his purchasers under effectively agreed retention of title until full payment has been made (forwarded retention of title), whereby the agreed current account reservation pursuant to clause 10.1 shall not apply to the forwarded retention of title. The customer assigns to CT in advance all his claims against his customers or third parties from the resale of the goods subject to retention of title, including any claims to which he may be entitled in the future, in accordance with the gross invoice value of the deliveries or the co-ownership share of CT. CT hereby accepts the assignment. In the event of processing, combining, mixing and / or blending of the goods / services of CT with third-party goods, the assignment of claims shall only apply in the ratio of the gross invoice value of the reserved goods to the value of the co-sold third-party goods. The customer shall remain authorized to collect the claims even after the assignment. The authorization of CT to collect the claims itself remains unaffected by this. However, CT is obliged not to collect the claim as long as the customer duly fulfills his payment and other obligations. However, should the customer be in default of payment, CT shall be entitled to notify the assignment of the claim or the retention of title to the customer’s purchasers and to collect the claims itself. The customer shall immediately transfer the proceeds from the resale of the goods subject to retention of title to CT insofar as the claims are or become due. In the event of cessation of payment, application for insolvency of the customer’s assets or non-fulfilment of his obligations towards CT, the authorizations to resell the goods subject to retention of title and to collect the claims against the customer’s purchasers shall automatically expire and shall be transferred to CT. The customer is obliged to disclose the assigned claims and their debtors to CT on request, to provide CT with all information necessary for collection and to hand over the associated documents, in particular business books.
10.4 Any processing, combining, mixing and / or blending of the goods subject to retention of title by the customer shall always be carried out for CT, without CT being obligated as a result. In the event of processing, combining, mixing and / or blending together with items not belonging to CT, CT shall become co-owner of the new item in the ratio of the value of the reserved goods to the other items at the time of processing, combining, mixing and / or blending. If the customer acquires sole ownership of the new item, it is agreed that the customer shall transfer co-ownership to CT in accordance with the proportionate gross invoice value. The customer shall keep the sole or co-ownership thus created for CT. For the goods resulting from processing, combining, mixing and / or blending, the same shall apply as for the goods delivered under retention of title. 10.5 In the event of breach of contract by the customer, in particular in the event of default of payment, CT shall be entitled to take back goods subject to retention of title which have not yet been paid for. The customer has no right of possession in this respect. After taking back the goods, CT is authorized to sell them. The realization proceeds are to be offset against the customer’s liabilities less the realization costs. The customer is entitled to prove that the realization has caused unreasonably high costs; the corresponding difference is then not to be borne by the customer. 10.6 The customer is not permitted to pledge or assign the reserved goods as security. The goods delivered by CT are to be expressly excluded from assignment by way of security of entire warehouses. In the event of foreclosure or seizure, the customer must draw attention to the existing retention of title and inform CT immediately in writing so that the necessary countermeasures can be taken. The customer shall be liable for the judicial and extrajudicial costs incurred by CT as a result, should no compensation be able to be obtained otherwise. 10.7 CT is obliged to release any securities granted to it at the request of the customer, insofar as the realizable value of the securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is incumbent on CT. 10.8 If the goods subject to retention of title are delivered to a location outside the Federal Republic of Germany or brought to such a location by the customer, the following shall take precedence over Sections 10.1 to 10.7: The customer shall ensure that CT’s retention of title is effectively protected in the country in which the goods are located or to which they are to be transferred. Insofar as certain actions are necessary for this (e.g. a special marking or a local register entry), the customer shall undertake these in favor of CT at his own expense. Should the cooperation of CT be necessary, the customer shall inform CT of this immediately. In addition, the customer shall inform CT of all essential circumstances which are of significance in the context of the most extensive possible protection of CT’s property. In particular, the customer shall provide all documents and information necessary to enforce the rights arising from the property.
The provisions of this clause 10.8 shall apply accordingly if, according to the legal system at the place where the goods are located, a reservation of title cannot be effectively agreed for the creation of a legal position for CT which effectively protects the interests and claims of CT in an equally effective or otherwise suitable manner, insofar as this is legally possible. 10.9 CT reserves its ownership and all rights of use and exploitation under copyright law to drawings, plans, models, templates, samples, tools, means of production and similar objects as well as to confidential information / ideas which are made available to the customer or paid for by CT. These objects and information / ideas may not be made available or otherwise made accessible to third parties without prior written consent. The reproduction of such objects and information/ideas is only permitted within the framework of the requirements of the contractual relationship and in compliance with the copyright provisions. Third parties who come into contact with the objects and information/ideas as intended shall be obligated accordingly by the customer. 10.10 The customer is obliged to treat all (not obvious) technical, economic and personal processes and circumstances of CT, which become known to him in connection with contractual relationships with CT or its offers, ancillary services, consultations and information, always – even in case of doubt – as business or trade secrets, to maintain secrecy about them and to ensure that third parties (including family members and employees not involved in the matter) do not gain unauthorized knowledge of them. The duty of confidentiality shall continue to apply even after termination of the contractual relationship. If the customer culpably breaches the confidentiality obligation, he is obliged to pay CT a contractual penalty of 5% of the net order value for each individual case of breach. CT reserves the right to assert further claims for damages.
§ 11 Indemnification in the event of infringement of third-party property rights
The customer warrants by way of independent guarantee that in the event that CT produces on the basis of designs and specifications or with goods / materials of the customer, the customer is the unrestricted holder of the necessary copyrights and industrial property rights. If copyrights or industrial property rights are nevertheless asserted against CT by third parties in this respect, the customer shall indemnify CT against all costs and claims in this respect.
§ 12 Export control clause
12.1 The conclusion of the contractual obligation transaction as well as the fulfillment of the contract with regard to those deliveries and services which are covered by export control laws and regulations are subject to the proviso that no restrictions or prohibitions due to German, US-American or other applicable national, EU or international regulations of foreign trade law as well as no embargoes or other sanctions stand in the way. When exporting or transferring the goods delivered by CT, the customer must observe the applicable regulations and obtain any necessary permits. 12.2 The customer undertakes to provide all information and documents required for an export or shipment. Upon written request, the customer shall immediately provide CT in particular with all information about the final recipient, final destination and intended use of the goods to be delivered by CT. Delays due to export inspections or approval procedures shall suspend deadlines or delivery times for the period in which the inspection or procedure is being carried out. 12.3 CT is entitled to terminate the contract, in whole or in part, without notice if the termination on the part of CT is necessary to comply with national or international legal regulations. 12.4 In the event of termination in accordance with the above clause 12.3, the assertion of a claim for damages or the assertion of other rights by the customer due to the termination is excluded. 12.5 In the event of a breach of export control obligations or legal provisions by the customer, the customer shall immediately indemnify CT in full against all claims asserted by authorities and / or other third parties against CT and compensate all damages asserted by authorities and / or third parties against CT. This shall not apply if the customer is not responsible for the infringements. A reversal of the burden of proof is not associated with this. 12.6 Should permits not be granted or other delivery restrictions exist, the corresponding offer of CT shall become ineffective and a contract relating thereto shall be deemed not concluded with regard to these goods. Any claim for damages in connection with the refusal or delay of licenses or other export restrictions is excluded, unless
this is based on intent or gross negligence on the part of CT.
§ Section 12a Contractual ban on re-export to Russia and Belarus
12a.1 The customer may not sell, export or re-export goods and technology supplied under or in connection with this contract directly or indirectly to Russia or Belarus or for use in these countries within the meaning of Article 12g of Regulation (EU) No. 833 / 2014 and Article 8g of Regulation (EU) No. 765 / 2006. 12a.2 The customer shall ensure that the prohibitions in paragraph 12a.1 are not circumvented by third parties in the trade chain, including potential resellers. 12a.3 The customer shall establish and maintain effective monitoring mechanisms to detect and prevent actions by third parties that would violate paragraphs 12a.1 or 12a.2. This includes maintaining detailed records and documentation of compliance efforts, which must be retained for at least three years after termination of this declaration. 12a.4 The customer shall immediately inform CT of any difficulties in the application of paragraphs 12a.1, 12a.2 or 12a.3, including any relevant third party activities that could undermine the objectives of paragraphs 12a.1 or 12a.2. 12a.5 Upon request, the customer shall provide CT within two weeks with the necessary information and documents to demonstrate that it has complied with its obligations under this section. 12a.6 Any breach of the above paragraphs 12a.1 to 12a.5 shall constitute a material breach of this clause and CT may exercise reasonable remedies including, but not limited to: (i) termination of the contract without notice and (ii) liquidated damages in the amount of 5% of the purchase price of the exported goods and technologies under this contract, unless the customer is not responsible for the breach. The customer is permitted to provide evidence that no damage or no damage in this amount has been incurred.
§ 13 Choice of law, place of jurisdiction, general provisions
13.1 The contractual relationship is subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. 13.2 The place of performance for all obligations arising from this contractual relationship shall be the registered office of CT. The place of jurisdiction for all disputes arising from this contractual relationship shall be the court responsible for the registered office of CT and, at the discretion of CT, also that of the customer. 13.3 Personal data shall be stored by CT in compliance with the statutory provisions. 13.4 Should individual conditions of these GTC or of the contract be or become invalid in whole or in part, the remaining conditions shall remain unaffected.