General Terms and Conditions of Purchase of EEW Maschinenbau GmbH

 

1. General

 

• These Terms and Conditions of Purchase (hereinafter referred to as “Terms”) shall apply to all our orders, in particular to machinery, equipment, plants, spare and accessory parts as well as to all orders placed for deliverables [Werkleistungen] such as construction, repair and maintenance

• These Terms shall apply exclusively. Any general terms and conditions of our suppliers and contractors (hereinafter jointly referred to as “Suppliers”) are hereby opposed; they shall apply in individual cases only if and to the extent we have expressly acknowledged such terms and conditions in Any acknowledgement of deviating terms and conditions in connection with earlier contract conclusions shall not be relevant for this order.

• The document of which the present Terms form an integral part contains all contractual terms. No side agreements have been

• These Terms shall also apply to all future business transactions with the

2. Contract conclusion, subcontractors

 

• Inquiries and offers from us are non-binding. A legally binding contract is concluded as soon as we have accepted the Supplier’s offer in In the case of factual/arithmetic errors or ambiguities in our orders, the Supplier shall have an obligation to make enquiries.

• Offers, drafts and specimens are free of charge and non-binding for The approval of drafts, drawings, specimens or suchlike presented to us shall not constitute a waiver of our warranty claims.

• The Supplier may involve subcontractors only with our express written consent and only if the subcontractor for its part may not avail itself of any further The Supplier shall be responsible for the due performance of the contract by its subcontractors or any other parties instructed by it, and shall be liable for any damage incurred to us by such subcontractors.

3.      Scope of performance

 

• Unless agreed otherwise in writing, repaired/maintained equipment or equipment to be delivered must be

handed over ready for operation.

• The commissioning of the machinery, equipment and plants to be delivered by the Supplier shall be carried out by the Supplier’s technical staff at the Supplier’s expense. The Supplier shall train our staff to an appropriate extent should this be required for the operation of the supplied

• The Supplier shall make available at its own expense all auxiliaries required for its services, e.g. tools, hoist and fastening materials, welding equipment, ladders, scaffolding and fire protection devices. This shall also include all working equipment prescribed by the German employees’ liability insurance associations [Berufsgenossenschaft].

• The Supplier is obliged to obtain all necessary licences and all other permits required for sale, operation and

• The Supplier shall in good time request from us drawings or any other information which it requires for the performance of its work, providing us with its precise

• For capital goods we shall receive the following documents in duplicate on the date of delivery: operating instructions/manual, machine and circuit diagrams, spare parts lists, maintenance and cleaning plans, lubrication instructions, list on wear parts and spare parts recommended to be kept in We are entitled to withhold payments until the above documents are supplied to us completely.

4.      Prices

 

• Unless otherwise agreed, all prices shall be fixed prices including the required packaging “Delivered Duty Paid” (DDP) plant Schönberg in accordance with INCOTERMS All prices shall include the statutory value- added tax.

• Unless otherwise agreed in writing, the prices for machinery, equipment and plants also include the costs for setting up, connecting and testing as well as for training our staff. Any changes with respect to the agreed price require our written confirmation of such

4.4 With respect to work to be invoiced based on actual costs, the Supplier is obliged to inform us without delay as soon as it becomes apparent that the estimated price will be exceeded.

5.      Subsequent changes to the content of the contract

 

• After conclusion of contract – but only up to delivery – we may modify contractual terms in particular with respect to design, implementation, characteristics and quality within the scope of what is reasonably acceptable for the Supplier. In such a case we are obliged and entitled to make a reasonable adjustment in the remuneration agreed with the Supplier notably with respect to higher or lower costs and the delivery

• Any change requests by the Supplier shall be binding only with our written

6.      Examination during manufacturing

 

• We may inspect and examine the material, the manufacturing process and the objects being manufactured on the manufacturer’s premises during manufacturing and until delivery. The Supplier shall submit an interim report on the manufacturing status if so requested by

• To the extent that already during the manufacturing process it is apparent that the product or the manufacturing process is defective or inconsistent with contractual provisions, we may, after expiry of a reasonable period for rectification, at our election waive delivery in whole or in part and/or demand damages in lieu of performance or insist on delivery and assert our rights under 2 and 10.3.

7.      Delivery, delivery dates

 

• All deliveries shall be made “Delivered Duty Paid” (DDP) plant Schönberg in accordance with INCOTERMS 2000. The goods to be delivered must be properly packaged. The Supplier is liable for higher transport costs and damage to the goods resulting from improper shipping, or packaging that is improper or contrary to The Supplier shall take out insurance cover for transport at its own expense.

• The Supplier shall notify us of the delivery at least seven days prior to the delivery

• Consignments must be labelled in compliance with the applicable provisions, and the accompanying documents of the consignment such as delivery note or packing slip must be included in the consignment and must correspond to the shipping documents in their content. The accompanying documents must include our order number and a statement of

• We are obliged to return the packaging only if this has been expressly

• Unless otherwise agreed in writing, the delivery dates or periods specified in the order are deemed to have been agreed with binding effect within the meaning of 286 para. 2 no. 1, 323 para. 2 no. 2 of the German Civil Code [Bürgerliches Gesetzbuch – BGB] and shall refer to delivery to the address of destination. If a delivery period was agreed in lieu of a delivery date, such period shall commence on the date of the order.

• In the event of default of delivery we may demand delivery and hand-over of partially finished goods, also to finish them ourselves or to have them finished by third parties; such request shall not constitute a waiver of our claims arising from default of

• Acceptance of late deliveries shall not constitute a waiver of our claims to compensation for damage due to delay.

• In the event of default of delivery the Supplier shall pay the following contractual penalty:

0.25% of the value of the goods ordered, per day of default of delivery. We agree that for the first seven days of default of delivery no contractual penalty shall fall due. However, if the delay due to the default of delivery exceeds a period of seven days, the contractual penalty shall be charged from the first day of the default of delivery. In each individual case of default of delivery the contractual penalty shall be limited to 5% of the goods value. If the damage caused by the default of delivery exceeds the amount of the contractual penalty, the Supplier shall be liable also for the damage in excess of the contractual penalty.

7.9 If we request payment of damages in lieu of performance, the damages shall be compensated at a flat rate of 30% of the purchase price unless we submit proof of higher damage or the Supplier submits proof of lower damage.

7.10. Interference by public authorities and/or events of force majeure such as war, disruptions in transport or operations, strike or any other restrictions beyond our control entitle us to withdraw from the contract in part or in whole, or to demand performance at a later date, without any claims arising therefrom for the Supplier.

8.      Acceptance of the work

 

• Acceptance shall be effected at the place of performance after completion of the work or, for machinery, equipment and plants delivered as well as any other parts, after delivery and, if applicable, set-up and commissioning of the

• Acceptance of the work and of the machinery, equipment and plants delivered shall be recorded in a report to be signed by both

9.      Guarantees

 

• The Supplier guarantees that its services and the machinery, equipment and plants and any other spare and accessory parts it delivers comply with all agreed specifications and descriptions, that they possess all the agreed characteristics and that they are suitable for the known or recognisable The performance data, characteristics and specifications stated in the order are guaranteed for permanent operation. The Supplier notably guarantees fault-free design and functioning as well as the use of the best suitable materials. The Supplier guarantees that the machinery, equipment and plants and other parts delivered comply with the respective acknowledged state of the art.

• The Supplier guarantees that its services and the goods it delivers comply with all the relevant statutory and official regulations applicable in the Federal Republic of Germany and with all other relevant technical guidelines and DIN regulations, and that they do not infringe any third-party rights. Such relevant statutory regulations notably comprise the requirements of the German Equipment Safety Act [Gerätesicherheitsgesetz – GSG], the provisions of the association of German electrical engineers [Verband Deutscher Elektrotechniker – VDE], imission control provisions as well as the relevant regulations of the German employees’ liability insurance associations [Berufsgenossenschaften].

10.   Inspection of defects, liability for defects, third-party rights

 

• We are obliged to inspect the goods delivered and services performed by the Supplier only for correspondence with the delivery documents and for obvious damage. We are in particular not obliged to inspect goods for hidden defects. A defect shall be deemed notified in good time if the defect notification is received by the Supplier within a period of two weeks, calculated from hand-over or acceptance, and in the case of hidden defects, from their

• We are entitled to the full range of statutory claims for defects; we are in any case entitled to demand from our Supplier either rectification of defects or delivery of new goods. We expressly reserve the right to damages, in particular the right to damages in lieu of

• We are not obliged to tolerate more than one attempt at rectification. In the case of imminent danger or any other urgency, we may either rectify the defects ourselves or have the defects rectified by a third party at the Supplier’s

• The statute of limitations for claims due to defects of the goods delivered or services performed is

governed by the statutory provisions. In the case of rectification or replacement delivery, the statute of limitations shall be extended by the downtime, and shall re-commence for the rectified and/or newly delivered goods. The notification of defects suspends the statute of limitations of all claims resulting from this defect until such defect is rectified.

• The Supplier shall indemnify us from all third-party claims in connection with the defects of the goods delivered, or services performed, on first demand. The statute of limitations for such claims is 10 years from transfer of

• The Supplier shall be liable for all consequences resulting from the infringement of patents, utility models and other third-party intellectual property rights. It is obliged to indemnify us on first demand from any third- party claims arising from infringement, and to reimburse us any expenditure incurred; we many not conclude any agreements whatsoever with such third party without the Supplier’s consent, notably not any settlements. Furthermore, in the event of infringement of third-party rights we may cancel all orders affected thereby, return all unsold goods and demand The statute of limitations for the indemnification claim is 10 years from transfer of risk.

11.   Payment

 

• Unless otherwise provided for in the payment terms, payments must be effected at our election within fourteen days of receipt of invoice with a 3% cash discount or net within 30 days of receipt of

• To the extent that the Supplier has to bear or reimburse costs subject to statutory or contractual provisions of if any other counterclaims on our part exist, we may at our election either withhold or set off payments. In this regard, the requirements for a connection between claim and counter-claim [Konnexität] and due date [Fälligkeit] are hereby contracted

• Payment shall not be deemed an acknowledgement on our part that a delivery or service is in accordance with the contract and/or fault-free. Without prejudice to any warranty claims, in the case of faulty contractual performance we are entitled to withhold payments to a reasonable extent until due performance of the

• To the extent that an invoice includes data which are inconsistent with the order or incorrect, we reserve the right to return it to the Supplier for correction, extending the time allowed for payment

12.   No reservation of title of the supplier

 

We accept the Supplier’s reservation of title only if we at the same time obtain the right to further process and resell the goods in the ordinary course of business (extended reservation of title) against (pro rata) assignment of the claims resulting thereform. Any other types of reservation of title are excluded. Current account reservations [Kontokorrentvorbehalt] and multiple reservations for subsidiaries [Konzernvorbehalt] are also excluded.

13.   Liability of the purchaser

 

• We are liable for damages only if (a) liability is mandatory under applicable law, g. in the cases of injury to life and limb [Leben, Körper, Gesundheit], (b) we culpably violate a material contractual obligation (cardinal obligation) or if (c) the damage results from gross negligence or intent. In all other cases any liability on our part shall be excluded, irrespective of the legal basis.

• Our liability is in any case restricted to such damage which we could reasonably foresee or should have been able to foresee at the time of contract conclusion due to the circumstances and facts we knew or should have known. The limitation of liability shall not apply if it is not legally permissible, e.g. in the event of damage caused by intent, or injury to life and limb [Leben, Körper, Gesundheit].

• The above provisions shall also apply for any personal liability of our legal representatives and other employees and vicarious agents [Erfüllungsgehilfen].

15.   Confidentiality, ownership of documents, third-party intellectual property rights

 

The Supplier as well as its employees and representatives shall maintain secrecy with respect to our orders. All information, documents, drawings, drafts, specimens, materials, tools and other objects disclosed and/or sent to the Supplier for manufacturing the object and/or performing the service must not be used by the Supplier for any other purposes or made available to third parties. They shall remain our property at all times. In the event that such documents or objects were acquired by the Supplier at our expense in accordance with special agreements, the Parties agree that title in such documents/objects shall pass to us immediately. The Supplier shall safekeep such documents and objects for us with the due care of a prudent businessman. Such documents and objects, including all reproductions, shall be surrendered to us on request, but at the latest after execution of the order. If the contract is not performed, the Seller shall return such documents/objects to us without prior solicitation.

16.   Assignment, place of jurisdiction

 

• Without our express consent, neither the contract nor individual rights thereunder may be transferred to third parties or

• The place of jurisdiction for both parties for all disputes arising from or in connection with this purchase order is the court of competent jurisdiction for Schönberg, However, we may also sue the Supplier at any other statutory place of jurisdiction.

16.2 The laws of the Federal Republic of Germany shall apply exclusively under exclusion of the conflicts of law provisions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

General Terms and Conditions of Service and Supply

 

1.  General

 

1. The following Terms and Conditions of Service and Supply (hereinafter “Terms”) apply exclusively to all supply offers made by EEW Maschinenbau GmbH, to all supply contracts concluded by EEW Maschinenbau GmbH and to all supplies and services of EEW Maschinenbau GmbH. Any general terms and conditions of the Customer contrary to or further-reaching than the Terms apply only with positive confirmation from EEW Maschinenbau GmbH. These Terms also apply to all future supply agreements with the

2. Offers made by EEW Maschinenbau GmbH are non-binding. Conclusion of contract requires written form. A contract comes, however, about at the latest upon commencement of transportation of the equipment to the Order copies provided to the Customer are not valid as order confirmation.

3. No oral side agreements have been made. Oral agreements made by commercial agents or other field staff of EEW Maschinenbau GmbH are only valid if confirmed in writing by EEW Maschinenbau

4. Specifications concerning measurements, weights and performance and figures and drawings are binding only if this has been expressly agreed. The Customer is obliged to inform EEW Maschinenbau GmbH of any obvious errors as well as typographical or computational errors in order to that the corresponding information may be rectified or updated. The same applies in the event of missing documents.

5. After conclusion of contract – but only up to preliminary acceptance – EEW Maschinenbau GmbH is within the scope of what is reasonably acceptable for the Customer entitled to amend contractual terms, notably with regard to design, implementation, characteristics and quality, should this appear necessary to EEW Maschinenbau for operational reasons. In such a case, EEW Maschinenbau GmbH is obliged and entitled to make a reasonable adjustment in the remuneration agreed with the Customer, notably with respect to higher or lower costs, and to adjust the delivery

6. The equipment supplied only fulfills the standards and codes expressly mentioned by EEW Maschinenbau GmbH. The Customer is responsible for ensuring that the equipment satisfies all regulations, in particular safety regulations, valid at the place of

7. The Customer has no claim to be provided with drawings, in particular design and work drawings. EEW Maschinenbau GmbH reserves title and copyright in cost estimates, offers, drawings and other documents. Such documents must not be made accessible to third parties and, in particular, should the contract not come about, must be returned on request to EEW Maschinenbau GmbH without undue delay with a declaration that no copies were made thereof. Should the Customer come into possession of the aforementioned drawings, he is prohibited from using them in any way, in particular for the purpose of imitation (even if said drawings are not protected under patent law), from forwarding the drawings and from allowing third parties to inspect the drawings. The Customer is liable for any utilization of documents having come into his possession in breach of the above

2.  Prices

 

1. The prices of EEW Maschinenbau GmbH are exclusive VAT. During assembly the Customer has at its own expense to provide the assembly staff of EEW Maschinenbau GmbH with all necessary

2. If a delivery period exceeding two months is agreed, EEW Maschinenbau GmbH is entitled to charge the Customer correspondingly higher prices for cost increases incurred in the interim for procurement, production, delivery, assembly or otherwise, including those due to changes in legislation. Upon the Customer’s request EEW Maschinenbau GmbH shall furnish the Customer with evidence of such cost increases.

3. In the case of payment default by the Customer, EEW Maschinenbau GmbH is entitled to withhold further supplies and services and to refuse any discounts granted on other due

4. In the event that EEW Maschinenbau GmbH becomes aware of circumstances capable of casting doubt on the Customer’s creditworthiness, and which have occurred only after conclusion of contract or which EEW Maschinenbau GmbH has become aware of only after conclusion of contract through no fault of its own, EEW Maschinenbau GmbH is entitled to demand immediate payment of all residual debt. This applies in particular in the event of a cheque or other payment paper not being cleared by an instructed credit institution and in the event of suspension of payment by the Customer. In such cases, EEW Maschinenbau GmbH is moreover entitled to demand advance payments or security. The exercise of this right does not affect the statutory rights of EEW Maschinenbau

3. Delivery, Acceptance

 

1. EEW Maschinenbau GmbH is entitled to perform partial supplies and partial services at all

2. The Customer is obliged to accept the services performed by EEW Maschinenbau GmbH. To the extent that EEW Maschinenbau GmbH performs partial services, the Customer is bound to corresponding partial acceptance. Each acceptance is recorded in a report to be signed by both

3. Prior to transportation of the equipment to the Customer, preliminary acceptance will be performed at EEW Maschinenbau GmbH. The preliminary acceptance will be recorded in a report to be signed by both Parties. After preliminary acceptance, the Customer cannot assert any claim for defects already recognisable on preliminary acceptance. The Customer shall be informed of the date of the preliminary acceptance in writing three weeks in advance. If the Customer does not send a delegate to attend the preliminary acceptance, EEW Maschinenbau GmbH is entitled to perform the preliminary acceptance without the Customer with the aid of an expert. The expert exercises the rights of the Customer and the Customer bears the costs for the

4. Delivery dates and periods are only binding if expressly agreed as binding. The delivery period commences upon conclusion of contract. If any modifications are agreed with respect to the execution of the purchase object prior to delivery, the delivery period is interrupted thereby. EEW Maschinenbau GmbH in this case is entitled to fix a new delivery period. If EEW Maschinenbau GmbH does not exercise this right, the delivery period commences all over again upon agreement of the modified execution.

5. Delivery periods refer to the delivery of the components to the Customer excluding assembly, and thus not to completion of the

6. If the Customer has made a call order, he is obliged to call off the equipment within 12 months at the latest (from the date of the order).

7. EEW Maschinenbau GmbH is entitled to exceed non-binding delivery dates by up to 3 weeks. The Customer is only entitled to set EEW Maschinenbau GmbH a reasonable grace period after expiry of these 3

8. The supplies and services must be examined immediately after receipt as to whether they are proper and correct. Any apparent defects or complaints must be reported by the Customer in writing and without undue Any other defects must be reported after being discovered in writing and without

undue delay. If such a notice of defect is not submitted, the supply and/or service is deemed to have been approved in view of the defect. The notice of defect must give a precise description of the defect.

9. EEW Maschinenbau GmbH is not responsible for ongoing operational disruptions which cause delays in delivery and performance or make performance significantly more difficult or impossible for EEW Maschinenbau GmbH and which are attributable to force majeure, strikes, lock-outs, official orders or a shortage of raw materials – also if these arise at suppliers of EEW Maschinenbau GmbH or their sub- suppliers – even where binding periods and deadlines have been agreed. In such cases, EEW Maschinenbau GmbH is entitled to postpone the supply or service by the duration of the hindrance plus a reasonable start-up time or to adjust the Contract accordingly. EEW Maschinenbau GmbH may invoke the aforementioned circumstances only if it has notified the Customer of the same without undue delay. If an operational disruption, as described above, lasts longer than three months, both EEW Maschinenbau GmbH and the Customer may rescind the

4.  Transfer of risk

 

The statutory provisions apply to transfer of risk.

5.  Retention of Title

 

1. EEW Maschinenbau GmbH reserves title in the delivery items until fulfillment of all current and future claims arising from the business relationship (including all claims from current account balances).

2. The Customer is obliged to take out adequate insurance cover for the delivery items for as long as they remain the property of EEW Maschinenbau GmbH. EEW Maschinenbau GmbH must be informed without undue delay about any attachment or other court orders relating to delivery items which are still property of EEW Maschinenbau GmbH. The Customer bears the costs of legal action necessary to enforce the rights of EEW Maschinenbau GmbH arising from title in the delivery

6.  Marks of EEW Maschinenbau GmbH

 

The customer is prohibited from removing, altering or garbling any marks of EEW, such as name tags or logos, on the machine or the machine parts.

7.  Claims for defects

 

1. Public statements of EEW Maschinenbau GmbH or its agents, in particular in advertisements or in the marking, do not constitute descriptions of the quality of the goods or a guarantee

2. The Customer is aware that the state of the art cannot exclude defects in the software. If operational and maintenance instructions of EEW Maschinenbau GmbH are not complied with, or if product modifications are carried out, parts exchanged, or consumables used which do not comply with the original specifications, the Customer has no claims against EEW Maschinenbau GmbH for defects resulting therefrom. If EEW Maschinenbau GmbH substantiates that a certain defect is due to such a factor, the Customer then only has a claim against EEW Maschinenbau GmbH if said allegation is disproved.

3. If the items delivered exhibit defects for which EEW Maschinenbau GmbH is responsible, EEW Maschinenbau GmbH is only obliged to remove the defect. EEW Maschinenbau GmbH is entitled to regularly perform up to 3 rectifications. If the rectification fails for good the Customer may either reduce the purchase price or rescind the

4. The Customer has no right to self-performance.

5. Claims of the Customer based on a defect in items delivered become time-barred after 1

6. The limitation period commences upon

7. Further-reaching claims of the Customer are excluded with the exception of the claims under Clause

• of these

8.   Liability, Liability Restrictions

 

1. EEW Maschinenbau GmbH is only liable for damages if

• liability is mandatory under the applicable law, e.g. under the German Product Liability Act [Produkthaftungsgesetz] and in the event of injury to life, limb or health, or if
• EEW Maschinenbau GmbH breaches a guarantee, or if
• EEW Maschinenbau GmbH has fraudulently concealed a defect, or if
• the damage is caused by grossly negligent behaviour of organs or senior executives of EEW Maschinenbau GmbH; or if
• the damage is based on intentional conduct, or if
• EEW Maschinenbau GmbH culpably breaches a material contractual

2. In all other cases the liability of EEW Maschinenbau GmbH for damages is excluded, irrespective of the legal

3. In any case, liability is limited to the damage typical for the respective type of contract which EEW Maschinenbau GmbH, on the date of conclusion of the Contract, reasonably could foresee or should have been able to foresee on the basis of the circumstances and facts available to it. Such limitation of liability shall not apply if a limitation of liability is excluded by law, e.g. in the event of liability under the German Product Liability Act and in the event of injury to life, limb or health; neither shall the limitation of liability apply if EEW Maschinenbau GmbH breaches a guarantee it assumed or if the damage is based on gross negligence, intentional or malicious

4. The exclusion of liability and the limitation of liability in line with the foregoing paragraphs applies also with regard to the personal liability of the employees and vicarious agents of EEW Maschinenbau GmbH.

5. Liability for reimbursement of expenses does also apply only according to the foregoing

6. EEW Maschinenbau GmbH is only liable for the restoration of data if the destruction of the same was caused by gross negligence of organs or a senior executive of EEW Maschinenbau GmbH, or if it was caused by intent, or if protection of the data was a material contractual obligation of EEW Maschinenbau GmbH. The Customer must ensure by appropriate state-of-the-art security measures that such data can be restored with reasonable effort and

9.  Reference Customer

 

The Customer undertakes to act as a reference for other customers of EEW Maschinenbau GmbH. In particular EEW Maschinenbau GmbH is entitled to take photographs and make film recordings of the Customer‘s equipment and to exploit them without remuneration. EEW Maschinenbau GmbH is entitled to name the Customer and the specification of the equipment at the Customer’s premises as a reference in advertisements and may also exploit photographs and films of the Customer’s equipment without additional remuneration. EEW Maschinenbau GmbH shall inform the Customer of his being used as a reference and the Customer is entitled to oppose his being used as a reference if he has a justified interest.

10.  Confidentiality

 

EEW Maschinenbau GmbH and the Customer mutually undertake to treat all business and trade secrets of the other party for an indefinite period as confidential, not to make them available to third parties or to use them in any way. The documents, drawings and other information, which the other party receives as part of the business relationship, may only be used within the scope of the relevant contractual purpose. If there  are particular secrecy interests on the part of EEW Maschinenbau GmbH and/or the Customer, both Parties shall sign a non-disclosure agreement stipulating the extent of the duty of confidentiality and contractual penalties for any breaches of duty.

11.  Assignment, Set-off

 

1. Without the prior consent of EEW Maschinenbau GmbH, the Customer is not entitled to assign to third parties any rights or claims under this Agreement nor to assign to third parties this Agreement as a whole.

2. The Customer is entitled to effect set-off and/or retention-rights only with respect to counterclaims which are uncontested, res judicata, or acknowledged by EEW Maschinenbau

12.  Applicable Law, Venue

 

1. The exclusive place of jurisdiction for all disputes between the Customer and EEW Maschinenbau GmbH is D-24217 Schönberg; the District Court of Kiel shall thus have jurisdiction for claims falling under the jurisdiction of the district courts (Landgerichte). This venue clause also applies if the Customer has his place of domicile or registered office

2. The laws of the Federal Republic of Germany apply exclusively to the exclusion of the conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not.