General Terms and Conditions of Sale and Delivery
All our deliveries, services, quotations (§ 2 paragraph 1) as well as our acceptance of the customer's order are subject to the exclusive validity of our General Terms and Conditions of Sale and Delivery, which are attached to our offers was well as to our order confirmations.
Our General Terms and Conditions of Sale and Delivery are also available at www.pic-gmbh.com.
§ 1 General, Scope
(1) The present General Terms and Conditions of Sale and Delivery ("General Sales Condi-tions") shall apply to all business relations with our customers (hereinafter also referred to as "buyer"). These General Sales Conditions shall only apply if the Buyer is an entrepreneur (sec-tion14 German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
(2) These General Sales Conditions shall apply in particular to contracts on the sale and/or delivery of movable properties (hereinafter also referred to as: "goods"), regardless if we pro-duce those goods ourselves or purchase them from sub-suppliers (sections 433, 651 German Civil Code). The General Sales Conditions as in effect from time to time shall also apply as framework agreement with the same buyer for future contracts on the sale and/or delivery of movable properties, without any need of our express reference in each individual case.
(3) Our General Sales Conditions shall apply exclusively. Where the buyer has his own dif-ferent, conflicting or additional general terms and conditions, these shall only and to that extent form part of the contract, as we agreed on their validity expressly in writing. This con-sent requirement shall apply in any event, e.g. also if we affect the delivery without reservation and in awareness of the buyer's respective gen-eral terms and conditions.
(4) Individual agreements with the buyer made in a particular case (including supplementary agreements, amendments and modifications) shall in any case supersede these General Sales Conditions. A contract in written form or our written confirmation shall be definitive for the content of such agreements.
(5) Any legally relevant declarations and notifi-cations towards us, which are to be made by the buyer after the contract was concluded (e.g. deadlines, notice of defects, notice of re-pudiation of contract or price reduction), shall only be valid when issued in written form.
(6) References to the application of statutory provisions only serve clarification purposes. Even without such a clarification, the statutory provisions shall be effective unless theyare directly modified in these General Sales Condi-tions or expressly excluded from them.
§ 2 Conclusion of Contract
(1) Our offers are non-binding and without obligation. This shall apply accordingly for catalogues, technical documentations (e.g. drawings, schemes, calculations, costings, references to DIN standards), other product descriptions or documents - also in electronic form - which we handed over to the buyer and on which we reserve property rights and copyrights. These documents shall only be made accessible to third parties upon our previous approval. The contained technical data (including indications of weight and dimensions) have been created thoroughly, error excepted. The same shall apply to all data in our sales documents.
(2) Information given upon conclusion of the contract and contained in descriptions concerning the scope of delivery, appearance, performance, dimensions and weights etc. of the goods shall neither constitute a guarantee nor a guaranteed feature.
(3) Orders, which are made to our sales representatives and agencies, shall not be legally binding until our written confirmation.
(4) The buyer’s order to purchase the goods shall be regarded as a binding contractual offer. Unless stated otherwise in the order, we shallbe entitled to accept this contractual offer with-in 2 weeks after receipt of the offer.
(5) If the buyer’s order of the goods is not con-firmed by us within the 2-week period, the buyer’s offer to conclude a contract with us is rejected.
(6) Acceptance shall either be declared in writing, by fax or by e-mail (e.g. by order confirmation or by invoice) or through the supply of goods to the buyer.
§ 3 Delivery Period, Delayed Delivery, Partial Delivery
(1) If the delivery date has not been agreed individually and unless we expressly confirmed a fixed period or a fixed date in our acceptance of the order, all dates for deliveries and services are only approximates. If the shipment of the goods has been agreed, delivery times and dates refer to the time of delivery to the carrier, freightforwarder or other third parties responsible for the transportation. This shall not apply insofar as an acceptance of the goods is agreed upon.
(2) Unless stipulated otherwise, delivery periods shall begin with the date of our order confirmation, however, not before the timely and proper performance ofthe buyer's obligations, in particular, not before the supply of documents, permissions and approvals to be provided by the buyer as well as not beforethe receipt in case ofa stipulated down payment and not before the buyer’s request for delivery in case of a master agreement within the meaning of §3a of these General Sales Conditions.
(3) If the buyer requests adjustments to his original offer after we confirmed the original offer and, if the requested adjustments may have an impact on the time of production of the goods, then the delivery period does not begin until we approved the adjusted offer.
(4) We are entitled to partial deliveries, if
- the partial delivery is usable for the buyer in the scope of the contractually intended use,
- the delivery of the remaining ordered goods is ensured, and
- no substantial overhead or additional costs arise for the buyer in this case (unless we agree to bear the costs).
(5) We shall not be liable for impossibility of delivery or for delays in delivery as far as these were caused by force majeure or other incidents unforeseeable at the time of conclusion of the contract and if we are not responsible for them (e.g. operating troubles of all kind, unavoidable scarcity of resources such as procurement of material and energy, labour conflicts, strikes, lockouts, labour shortage, difficulties with obtaining necessary licenses, exceptional permissions or the missing, wrong or untimely delivery of goods by suppliers). As far as such incidents impede the fulfilment of delivery or services significantly or make it impossible, and if those impediments are not only of a temporary nature, we shall be entitled to rescind from the contract. In the case of recession, we shall reimburse the buyer for any consideration we already received by him.
(6) In case of impediments of a temporary na-ture, the delivery or service period shall be extended, or the delivery or service dates shall be postponed by the time of the impediment plus an appropriate start-up period.
(7) Insofar as the acceptance of delivery or service should be unreasonable for the buyerdue to the delay, he shall, by immediate written statement addressed to us, be entitled to re-scind from the contract.
(8) Our legal rights of recession and termina-tion as well as the statutory provisions on winding-up of a contract in case of an exclusion of the duty of performance (e.g. impossibility or unreasonableness of the service and/or supplementary performance) shall remain unaf-fected. Furthermore, the buyer's rights of recession and termination as per §8 of these General Sales Conditions shall remain unaffected.
(9) The occurrence of our default in delivery is determined by the statutory provisions. In any event, a reminder from the buyer shall be required.
(10) Should we be in default with a delivery or performance, or should we be unable to deliver or perform, regardless for what reason, our liability is restricted to compensation according to §8 of these General Sales Conditions.
§ 3a Adjustments to existing delivery schedules in case of master agreements
(1) Changes to existing delivery schedules are only possible with our consent and only once with a lead time of at least eight weeks.
(2) Already confirmed deliverydates which are contained in a master agreement can only be changedonce and only after our individual review and prior consent.
(3) After the conclusion of a master agreement, we are entitled to produce or to let produce the total quantity agreed in the master agreement and the buyer is obliged to demand the total quantity within a period of 12 months.
§ 4 Delivery, Transfer of Risks, Ac-ceptance, Default of Acceptance
(1) Goods are delivered ex works, which shall also be the place of performance. At the buyer's discretion and expense, the goods shall be shipped to a different place of destination (mail-order purchase/sales shipment). Unless stipulated otherwise, we shall have the right to determine the dispatch type ourselves (in particular shipping company, dispatch route, and packaging). On the buyer's request, we insure the deliverable goods on his expense against theft, breakage, transport, fire and water damages as well as against other insurable risks.
(2) The risk of accidental destruction and accidental deterioration of the goods shall be passed on to the buyer upon delivery at the latest. However, in case of mail-order purchase/sales shipment the risk of accidental destruction and accidental deterioration of the goods as well as the risk of delay shall already pass on to the forwarding agent, carrier or other person or institution commissioned with the execution of the dispatch at the time of delivery to the forwarding agent, carrier or other person or institution. This shall apply also if carriage paid delivery is agreed on. As far as an acceptance was agreed, the acceptance shall be definitive for the transfer of risk. As for the rest, the statutory provisions of the law of contract to produce a work shall apply accordingly to a stipulated acceptance. The buyer’s default of acceptance equals the situation of an acceptance or a delivery.
(3) If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed due to other reasons attributable to the buyer, we shall have the right to demand compensation for the damage arising from this including any additional expenses (e.g. storage costs). For this we are entitled to charge a lump-sum compensation of 0.5% (in words: zero point five per cent) of the net price per completed calendar week, starting with the time of delivery or - if no delivery period was stipulated - with the notification of readiness for dispatch, however, of not more than 5% (in words: five per cent) of the net price of the goods the buyer is in default of acceptance with. The right to prove of a greater damage and our legal claims (in particular from additional expenses, appropriate compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The buyer shall reserve the right to prove that we incurred no or a considerably lower damage than the above lump sum.
§ 5 Prices, Minimum Order Value, Price Amendment Clause, Terms of Payment
(1) Place of payment is our place of business.
(2) Payments shall be made free to the paying office PIC GmbH. Costs, which are triggered by the corresponding payment, shall be borne by the buyer. Moreover, this applies particularly to bank fees which arise because of chargebacks.
(3) Our minimum order value is EUR300.
(4) Unless individually not otherwise agreed, our current offer prices, denominated in EUR, shall apply at the time of conclusion of contract, namely ex works, excluding packaging, freight, transfer, insurance, customs duties, plus any applicable statutory value added tax rate. For deliveries of goods which provide for a delivery period of more than four months after the conclusion of the contract, we reserve the right to adjust the agreed prices. This applies for in-stance, when changes in costs for personnel and materials occur because of provable higher procurement and production costs. This also applies in cases where the delivery is delayed because of reasons the buyer is responsible for.
(5) Additionally, we reserve the right to adjust our prices in cases of drastic short-term price fluctuations of raw materials.
(6) Unless agreed otherwise, in case of mail-order purchase/sales shipment (§4 paragraph (1) of these General Sales Conditions), the buyer shall bear the transport costs ex works and the costs for transport insurance, if the buyer requested such an insurable interest. The Buyer shall pay any arising customs duties, fees, taxes and other public charges. We shall not take back transport packaging and all other packaging according to the standards of the packaging regulation, they shall become property of the buyer; pallets shall be excluded.
(7) Unless otherwise agreed upon, the purchase price is due and payable within 14 days from the date of the invoice and delivery or acceptance of the goods. If payment is made by the buyer within 10 days from the date of the invoice, we grant an early payment discount of 2% on the basis of the net invoice amount (without those costs which are borne by the buyer).
(8) Upon expiry of above payment deadline, the buyer shall be considered in default. During the default period, interests are to be paid on the purchase price as per legal default interest rate applicable from time to time. We reserve the right to claim further damages for default. Against merchants, our claim for the commercial interest rate after due date (section353 German Commercial Code) shall remain unaffected.
(9) Moreover, we are entitled to claim an ad-ministration fee of EUR15 for every reminder we have to send to the buyer, plus the value added tax rates amended from time to time; unless, the buyer proves that we incurred no or considerable lower expenses. We reserve the right to prove that we incurred higher expenses.
(10) The buyer shall only have the right to set-off or retention as far as his claim is determined in a legally binding judgment or is undisputed. Further, the buyer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. The buyer shall not be entitled to a right of retention due to partial performance according to section320 paragraph2 German Civil Code. In case of defects of delivery, §7 paragraph (9) sentence2 of these General Sales Conditions shall remain unaffected.
(11) We are entitled to make any outstanding deliveries or services only against an advance payment or security, if, after the conclusion of contract, circumstances arise (e.g.by an application to open insolvency proceedings)which may affect the buyer’s performance in a considerable and detrimental manner and which poses a risk to our outstanding claims for payment against the buyer from the respective contractual relationship (including other individual orders, for which the same master agreement applies). Notwithstanding this right to refuse performance, we are likewise entitled to rescind from the contract (section321 German Civil Code), if applicable, after setting a deadline. For contracts to manufacture non-fungible goods (manufacture to specification/custom made item), we are entitled to rescind immediately; the legal provisions regarding the dispensability of setting a deadline remain unaffected.
§ 6 Retention of Title
(1) The delivery items (goods subject to retention of title ‘reserved goods’) shall remain our property until all our claims arising from the business relationship with the buyer are completely fulfilled (‘secured claims’).
(2) If the buyer is in breach of contract, in particular in the case of payment default of an account receivable, we shall be entitled to rescind from the contract according to the statutory provisions and/or to reclaim the goods subject to retention of title. The reclaim shall not automatically constitute the declaration to rescind from the contract; rather we shall be entitled to only reclaim the goods and to re-serve the right to rescind from the contract. In case, the buyer does not pay the purchase price due, we are entitled to such rights only, after the fruitless expiry of an appropriate payment deadline granted to the buyer, or without such a deadline if it is dispensable according to statutory provisions. Additionally, a pledge, charge or seizure of the reserved goods by us shall not constitute a recession from the con-tract unless we expressly declare such a recession. Unless we expressly state otherwise, our recession under a master agreement (§3a of these General Sales Conditions) is confined to the individual order concerned.
(3) The buyer shall bear the transport costs if we redeem the reserved goods. We shall have the right to utilise any reclaimed goods delivered under retention of title. The return from utilisation shall be offset with the buyer's debts after we deducted a reasonable amount for the costs of utilisation.
(4) The buyer shall handle the reserved goods with due care. The buyer shall be obliged especially to insure the reserved goods at his own cost against damages due to fire, water and theft, to the sum of the value as new. If maintenance and inspection work is required, the buyer shall carry it out in time and at his own cost.
(5) The buyer shall have the right to dispose of or to process the reserved goods within the ordinary course of business as long as the buyer is not in default of payment. The reserved goods are not eligible to be pledged, charged or assigned as security/collateral for the benefit of third parties unless our secured claims are paid in full.
(6) Any processing or modification of the re-served goods by the buyer shall always be carried out on our behalf and free of charge. If the goods delivered under retention of title are pro-cessed with other goods which are not our property, we shall acquire co-title in proportion of the value of the goods delivered under retention of title (final amount of invoice plus any arising legal VAT as applicable from time to time) to that of the other processed goods at the time of processing. In case we are not able to acquire such title, the buyer agrees herewith to transfer hereby his future property or –in the above mentioned proportion –co-title on the newly produced good as security/collateral. We hereby accept such a transfer. The buyer shall keep the resulting sole or co-title to the goods free of charge for us. As for the rest, the resulting new product shall be subject to the same provisions applicable to the goods delivered under retention of title.
(7) If the goods delivered under retention of title processed, combined or mixed in such a way that the buyer's goods may be viewed as the main component, it shall hereby be agreed between us and the buyer that he transfers in the above mentioned proportion co-title to this good to us. We hereby accept such a transfer. The buyer shall keep the resulting sole or co-title to the goods free of charge for us.
(8) If the buyer combines the reserved goods with real estate or moveable assets of third parties, he transfers herewith to us, without the need of any further declaration, his claims for payment owed to him in consequence of the combination, including all ancillary rights, as security/collateral in accordance with the above mentioned ratio in paragraph(6). We hereby accept this transfer.
(9) In case the buyer re-sells goods subject to retention of title, the buyer transfers to us herewith his resulting claims/rights against the acquirer as security/collateral –in case we have co-title in regards to the resold goods then in the corresponding proportion of the co-ownership –. This shall apply particularly for the buyers’ claims of payment and for other claims of the buyer against his customers or third par-ties (especially claims in tort and entitlement for insurance benefits). We hereby accept this transfer.
(10) The buyer may collect those claims as-signed to us on his account and in his own name for us unless we revoke this authority. Our right to collect these claims ourselves shall remain unaffected by this; however, we shall not assert the claims ourselves nor revoke the direct debit authority as long as the buyer meets his obligations for payment properly. Should the buyer be in breach of contract -in particular in the case of payment default of an account receivable -we may require the buyer to inform us about the assigned claims and the respective debtors, to inform the respective debtors about the assignment, and to hand all documents over to us as well as provide all necessary information we require in order to assert the claim.
(11) The buyer shall also not be authorised to assign these claims in order to have them collected by way of factoring, unless he requires the factor irrevocably to provide consideration directly to us as long as we have still outstanding claims against the buyer.
(12) In case of pledges, charges, seizures or other interventions by third parties in regards to the reserved goods, the buyer shall be obliged to notify such party of our property and to inform us immediately in writing so that we can assert our title. Insofar as the third party is unable to reimburse us for legal and out-of-court costs incurred arising in this context, the buyer shall be liable for these expenses.
(13) On the buyer's discretion we shall be obliged to release the securities/collateral to which we are entitled to the extent their realize-able value exceeds that of our outstanding claims against the buyer by more than 20%. However, we shall select the securities/collateral to be released.
(14) As far as the law covering the goods does not permit retention of title, §14 paragraph1 s.2 to4 of these General Sales Conditions applies.
§ 7 Buyer’s Claims for Defects
(1) Unless stipulated otherwise hereinafter, the statutory provisions shall apply to the Buyer's rights regarding defects of quality and title (including wrong and short delivery as well as bad installation instructions).
(2) Warranty claims do not exist for only insignificant deviations from the agreed quality, for only minor impairment of usefulness, for natural wear and tear or damage arising from faulty or negligent handling after the passing of risk, excessive strain, unsuitable equipment, installation or storage or from particular external influences that are not provided for under the contract or not provided for in the specifications of contractual data sheet for the corresponding product.
(3) Slightly different delivery quantities up to max. +/-3% are expressly not regarded as material defect since, in rare cases, these differences cannot be avoided during production.
(4) If the buyer is claimed due to a defect at the newly produced goods in case of a final delivery of the goods to a consumer (recourse of the supplier as per sections478, 479 German Civil Code), the buyer shall be obliged to inform us about this immediately. The buyer shall oblige his customers correspondingly, as far as these are entrepreneurs. We reserve the right to fulfil the claims of the customer against the buyer by way of own-name transaction (option privilege for PIC GmbH). In this case, the fulfilment of the customer's claims shall be deemed as fulfilment of buyers’ potential claims. As for the rest, the special statutory provisions for final delivery of the goods to the consumer (re-course of the supplier as per sections478, 479 German Civil Code) shall remain unaffected. The scope of the buyer’s recourse claim under section478 paragraph2 of the German Civil Code is subject to the following paragraph11 accordingly.
(5) Unless otherwise agreed with the buyer, we neither provide a guarantee for our goods (no guarantee of quality or durability) nor do we warrant certain characteristics of our goods sold (no warranted properties).
(7) The buyer's claims for defects are subject to the fulfilments of his legal duty to examine and give notice of defects (sections377, 381 German Commercial Code). If a defect is detected during the examination or later, we must be notified about this immediately in writing. The notification shall be deemed made promptly when it is issued within two weeks; the dead-line shall be deemed adhered to when the notice is sent off in time. Regardless of this duty to examine and give notice of defects, the buyer shall be obliged to report obvious defects (including wrong delivery, and short delivery which is beyond the 3%-provision of above paragraph (3)) immediately in writing, whereby the deadline shall be deemed adhered to when the notice is sent off in time. The notice of defects must include the description of the defect and the invoice number. If the buyer fails to perform said proper examination and/or notification of defects, our liability shall be excluded for any defect that was not reported.
(8) If the goods supplied are defective, we shall first select whether we provide supplementary performance by correcting the defect (rework) or by delivery of goods free from defects (re-placement). Our right to refuse the selected type of supplementary performance under the legal requirements shall remain unaffected.
(9) We shall be entitled to condition the owed implementation of supplementary performance on the buyer's payment of the outstanding purchase price. However, the buyer shall have the right to retain an appropriate part of the purchase price in proportion to the defect.
(10) The buyer shall grant us the required time and opportunity to fulfil the owed supplementary performance; in particular to allow us to inspect the objected goods either at the place of the buyer or at our place. In the case of re-placement, the buyer shall return the defective goods to us according to the statutory regulations. Supplementary performance includes neither the removal of the defective good nor the repeated installation, if we were not obliged to perform the installation originally.
(11) The expenses for inspection purposes and supplementary performance, in particular costs for transportation, travel, labour and material (not: costs for installation and removal) shall be borne by us in case of an existing defect. Replaced parts are our property and shall be returned to us upon our request.
(13) In urgent cases, e.g. when operational safety is threatened or, to prevent disproportionate damages, the buyer shall be entitled to correct the defect himself and to demand reimbursement for all objectively required expenses to do so. We must be informed about such self-performance immediately or, as far as possible, in advance. There is no right for self-performance if we were entitled to refuse a corresponding supplementary performance according to the statutory provisions.
(14) If supplementary performance should fail, or after an appropriate period for supplementary performance set by the buyer has expired fruitlessly or is dispensable according to the statutory provisions, the buyer shall be entitled to rescind from the contract or to reduce the purchase price. If the defect is only insignificant, the buyer shall not have the right to rescind from the contract.
(15) In the event, the buyer choses rescind from the contract after the supplementary performance failed, the buyer is entitled to a claim for compensation/damages only in accordance with §8 paragraph(2) of theses General Sales Conditions, for the rest, section325 of the German Civil Code does not apply. If the buyer choses to rescind from the contract, the buyer is entitled to claim damages for the delay which accrued until the recession of contract.
(16) The buyer's claims for compensation of damages or reimbursement of futile expenses shall only apply in accordance with §8 of these General Sales Conditions and, as for the rest, are excluded.
(17) The transfer of the buyer’s warranty rights is excluded. In case, the buyer resells the goods delivered by us to third parties, he is not entitled to refer to the associated statutory and/or contractual warranty rights against us, unless, the buyer is obliged to do so under statutory provisions.
(18) We consider any complaint as an opportunity for improvement and we strive to handle any complaint in a careful and prompt manner. To this end, we rely on a systematic approach and consistent documentation with the assistance of the 8D-methodology to allow for goal-oriented solution for each individual step to be taken to achieve and to implement a sustainable corrective action.
§ 8 Other Liability
(1) Unless stated otherwise in these General Sales Conditions including the following provisions, we shall be liable for any breach of contractual and non-contractual duties according to the relevant statutory provisions.
(2) We shall be liable for damages - regardless for which legal reason - in cases of intent or gross negligence. In cases of ordinary negligence, we shall only be liable
a) for damages arising from injury to life, body or health,
b) for damages arising from violation of an essential contractual obligation (i.e. obligations, which makes the proper performance of the contract possible at all and the adherence to which the contractual partner relies on and may rely on regularly, e.g. the main contractual duties the parties owe to each other); in this case, however, our liability shall be limited to the reimbursement of the foreseeable, typically occurring dam-age.
(3) The limitations of liability as per paragraph (2) shall not apply if we maliciously concealed a defect or provided a guarantee for the condition of the goods. The same shall apply to the Buyer's claims according to the Product Liability Act.
(4) The Buyer shall only have the right to rescind or terminate due to a violation of duty which is not a defect, if we are responsible for such violation of duty. An unrestricted right of termination on part of the Buyer (in particular according to sections 651, 649 German Civil Code) shall be excluded. As for the rest, the legal requirements and legal consequences shall apply.
(5) If our liability is excluded or limited, this shall apply to the same extent to the benefit of our directors and officers, legal representatives, employees and other vicarious agents.
(6) A change in the burden of proof to the detriment of the buyer is not intended with the above provisions. The statutory provisions shall apply.
§ 9 Limitation
(1) As an exception to section 438 paragraph1 Number 3 German Civil Code, the general period of limitation for claims for defects of quality and title shall be one year starting with the delivery of the goods. As far as an acceptance is agreed, limitation of actions shall commence with the acceptance.
(2) Special statutory provisions for claims for surrender (claims/actions in rem) of third par-ties (section438 paragraph1 Number1 German Civil Code), for the case that the seller maliciously concealed the defect (Section 438 paragraph 3 German Civil Code) and for claims of the supplier's recourse in case of final delivery to a consumer (section 479 German Civil Code) shall remain unaffected.
(3) The above limitation periods for sale of goods law shall also apply to the buyer's contractual and non-contractual compensation for damages based on a defect of the goods; un-less the application of the regular statutory limitation period (sections 195, 199 German Civil Code) results in a shorter limitation period in an individual case. The limitation periods of the Product Liability Act shall remain unaffected in any case. As for the rest, the statutory limitation periods shall apply exclusively to the buyer's claims for compensation of damages according to §8 of these General Sales Conditions.
§ 10 Obligations as per Electrical and Electronic Equipment Act (ElektroG)
(1) The buyer shall assume the obligation to properly dispose of the supplied goods after the end of their usage at his own expense and ac-cording to the statutory provisions, and thus he shall release us from any obligations as per section10 paragraph2 Electrical and Electronic Equipment Act –Supplier’s obligation to take back the WEEE (waste electrical and electronic equipment) -and any claims of third parties in connection with this.
(2) If the buyer passes on the goods to commercial third parties and omits to oblige them contractually to take over the disposal and to impose a disposal obligation to any further par-ty the goods are passed on later, the buyer shall take back the supplied goods after the end of their usage at his expense and dispose of them properly according to the statutory provisions.
(3) Our claim for assumption/indemnity by the buyer shall not become statute-barred before expiry of a period of 2 years after the final end of use of the device. This period shall start at the earliest upon our receipt of a written notice by the buyer about the end of usage.
§ 11 Industrial Property Rights
(1) The buyer undertakes to comply with existing copyrights and other intellectual property rights of the supplied goods and the associated documentation.
(2) If the supplied goods are designed according to the buyer's drawings, descriptions or samples, the buyer assumes the responsibility that our manufacturing and delivery of the planned design will not violate any copyrights or other intellectual property rightsof third parties.
(3) For the delivery of external software of other manufacturers, the buyer shall undertake to use the delivered software only in accordance with the license conditions of the respective manufacturer, and to impose the same obligations on the customer in case of its resale, as far as it is permissible.
§ 12 Secrecy
The buyer undertakes to maintain confidentiality, even after termination of contract, on company and business secrets, which he may have got to know in the course of the business relation or the contract. The duty of secrecy shall only expire when and as far as this knowledge is in the public domain or was already known to the buyer at the time of conclusion of contract, without any breach of contract by the buyer being the cause.
§ 13 Data Protection
(1) We may save and process any data relating to the buyer, to the extent necessary for the purpose of the execution and implementation of the sales contract and as long as we are required to keep such data in accordance with applicable law.
(2) We shall have the right to submit personal data relating to the buyer to credit agencies, to the extent necessary for a credit check.
§ 14 Choice of Law, Place of Jurisdiction
(1) The law of the Federal Republic of Germany shall apply to these General Sales Conditions and all legal relations between us and the buyer; all international and supranational (contractual) legal systems, especially the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. Prerequisites and effects of retention of title according to §6 of these General Sales Conditions shall, however, be subject to the law of the respective location of the property, as far as the choice of law is impermissible or ineffective in favour of German law. As far as the law covering the goods does not permit retention of title, we shall be entitled to make use of all rights to reserve the goods. The buyer is obliged to support us with all measures for protection of our right of ownership or instead another security right to the goods.
(2) Insofar as the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a public-law special fund, the exclusive - and international -place of jurisdiction for all disputes arising directly or indirectly from and in connection with the contractual relationship shall be our registered office in Nuremberg/Germany. However, we shall also be entitled to take legal action at the buyer's general place of jurisdiction.
(3) The remaining provisions will remain unaffected and thus, section139 German Civil Code is waived if one of the provisions of these General Sales Conditions or a provision added later is deemed completely or partially invalid or should become invalid, or if a provision of these General Sales Conditions should be found to contain a void. The invalid provision or the void shall be replaced by a valid and practicable provision with the legal and economic effect of which comes as close as possible to what the parties intended or would have intended in accordance with the meaning and purpose of this contract, if they had considered this at the time of the conclusion of the contract. Should the invalidity of a provision be based on a scope of performance or time (period of time or date), the provision shall be agreed on with a legally valid scope which comes as close as possible to the original scope.