General Terms & Conditions

Purchasing and Ordering Conditions

Discher Automatierungstechnik GmbH | Purchasing and ordering terms

I. Terms and conditions, conclusion of contract
1. The following terms and conditions shall apply exclusively to all our orders.
Conflicting delivery terms and conditions shall have no legal standing, even if we do not explicitly object to them.
The supplier acknowledges our terms and conditions with the acceptance of the order and/or delivery.
2. Orders are only binding for us if they are issued properly and signed on our official ordering forms.
3. Should our orders not be confirmed in writing within 8 days, we are entitled to cancel the order.
Prices and delivery dates must be listed in the order confirmation.
Our purchase order number must be stated on all documents.
The supplier must strictly adhere to our purchase order and explicitly inform us of any amendments in writing. The same applies in the case of the supplier submitting a quote.
4. All agreements made between us and the supplier for the purposes of executing the contract are set down in the contract in writing.
5. All quotes from the supplier are to be made free of charge and without any obligation to us.
6. Within the bounds of what is reasonable for the supplier we may demand changes of the goods ordered regarding design and construction.
The implications of such, particularly regarding additional or reduced costs and delivery times, are to be regulated appropriately.
7. The supplier is not permitted to forward our orders or contracts to any third party without our agreement; otherwise we shall be entitled to partially or entirely withdraw from contract and claim for damages accordingly.

II. Delivery, lead times
1. Our specifications, engineering drawings etc. must be strictly observed.
In the case of excess deliveries, exceeding the customary rate, we reserve the right to return the surplus goods at the supplier’s expense.
Partial deliveries are only permitted on prior agreement.
2. The delivery times agreed are binding and delivery must follow punctually.
As soon as the supplier is aware of being unable to entirely or partially fulfil his contractual duties, or fulfil these in time, he must notify us of such immediately in writing, stating the reasons and the expected lead time.
3. If the supplier fails to deliver at the agreed time, then he will be liable for the costs resulting from the delay. Furthermore, we are entitled to claim for damages instead of the goods/services and/or entirely or partially revoke the contract if the supplier fails to provide the goods/services due, having set him a reasonable final deadline.

III. Packing
Packing is to be charged at cost if exclusive of the price agreed.
The supplier must select the most cost-effective packing for us.
We are entitled to reduce the invoice sum in the case of excessive packing costs.
In the case of returning packing materials to the supplier, we are entitled to subtract 2/3 of the packing costs charged.
Any damages incurred through improper packing shall be borne by the supplier.
If our packing conditions, for example the use of pallets, are not met, we are entitled to deduct the resulting additional costs from the invoice.

IV. Place of delivery, assumption of risk, shipping instructions
1. If no other delivery terms have been explicitly agreed, then delivery is to be made free works, delivered duty paid (DDP in accordance with Incoterms 2010) and including packing to the address provided by us.
The supplier is to bear the risk of accidental loss or deterioration of the goods (risk of damage) up to the receipt of goods by us or by our delegate at the location to which the goods are to be delivered as per the contract.
2. Immediately following dispatch the supplier is to send us the dispatch advice, which must contain the exact description, quantity, weight (gross and net), type and packing of the goods and items.
If the required shipping documents are not received in good time or the above information is not complete or missing, so that the delivery cannot be identified or processed, then the goods will be stored at the cost and risk of the supplier until receipt of the shipping documents or the required information.

V. Acceptance
In the case of force majeure, strikes, lockouts, disasters or other exceptional circumstances preventing the timely acceptance of the delivery, for which we are not accountable, we are entitled to postpone fulfilment of the obligation to accept delivery or to entirely or partially withdraw from the order, should the acceptance and use thereof be impossible or unreasonable for us.
We will inform the supplier in this regard as soon as possible.
We rule out any claims for such damages.

VI. Invoicing, payment
1. Invoices are to be sent to us in duplicate and must unconditionally list our purchase order number, date and item number.
2. If no other payment terms have been explicitly agreed, then the following apply:
Invoices due from 1st to 15th of the month will be paid on the 25th of that month, invoices due from 16th to 31st of the month will be paid on the 10th of the following month, in both cases under deduction of a 3% payment discount.
This in no way affects any further agreements made concerning discounts, bonuses etc.
The given period commences with the receipt of goods and presentation of a verifiable invoice.
In the case of early deliveries, the period between receipt of goods and the delivery time agreed or stipulated by us will not be taken into consideration.
Should in certain cases longer payment terms have been agreed, then these have precedence over the above.
3. In the case of payment prior to the receipt of goods, payment is made subject to proper receipt of the goods and without any influence on our rights of complaint.

VII. Complaints, liability for defects of material and title and other breaches of duty, liability periods
1. We have no obligations concerning the detailed inspection of incoming goods – we carry out random checks and check for obvious defects.
The values for quantities, measurements and weights established by us are binding.
2. Complaints are deemed to be raised in due time if obvious (visible) defects are notified to the supplier within 21 working days after receipt of the goods.
In the case of inspection in the normal course of business, non-identifiable (hidden) defects complaints can be raised by us later, within 21 working days of the discovery and determination of such.
3. The supplier is obligated to provide us the property and title of the goods free from any defects of material or title.
Material defects are deemed to exist, particularly if on the passing of risk the goods are not in the agreed condition and/or are not suitable for the use as stipulated in the contract and/or do not retain the condition and/or usability for standard duration.
4. In the case of defects of material and title, as well as any other breaches of contractual duty, our claims and rights will be determined according to the German Civil Code.
The following is agreed in addition to the legal rights:
Should the supplier fail to fulfil his obligation to render supplementary performance within a reasonable period of time as stipulated by us, then we may undertake the necessary measures ourselves at the cost of the supplier or commission a third party to carry out the same, unless the supplier refuses supplementary performance for justified reasons.
Article 323, paragraph 2 of the German Civil Code shall apply accordingly; the provision of a said period is not necessary if supplementary performance has failed or is deemed unreasonable for us.
If in the case of supplementary performance, any work (e.g. sorting, rectifications) be necessary at the location or facility for which the goods are intended to be delivered, then the supplier is obligated to undertake or arrange the supplementary performance there at his cost.
To prevent any possible line stoppages this is to be carried out immediately, without the need for any period to be set, the notification being sufficient in itself.
We and/or the affected parties in the supply chain are otherwise entitled to carry out or commission this work at the cost of the supplier.
5. Our claims on defects of material and title and other breaches of contractual duty by the supplier will expire at the earliest five years from delivery to us, subject to longer statutes of limitation or other periods agreed upon in individual cases and subject to the following items 6 and 7.
The duration shall be extended by the periods during which the statute of limitation is suspended.
6. If claims are made against us on defects of material or other breach of contractual duty attributable to the supplier, then the supplier must release us from all claims from our contractual partner; in the case of claims for damages however only to the extent that the supplier is responsible for the defects of material or other breach of contractual duty.
Our claims for damages and release from all damages and expenses shall exceed the liability periods and statutes of limitation stated in item 4 at the longest for up to 10 years from the legal beginning of limitation, as far as we are responsible for goods purchased from the supplier and resulting damages and expenses for reasons within the control of the supplier.
Claims on breach of contractual duty against the supplier made by us within the liability period and statute of limitation expire at the earliest 3 months after making the claim.
7. Further claims and longer statutes of limitation as granted by the German Product Liability Act, as a result of unauthorised action, as a result of fraudulent conduct and arising from a warranty shall remain unaffected.
The supplier undertakes to archive all engineering and production documents relating to the goods supplied for a period of 11 years and to provide us with these at any time, should we make a claim under product liability.

VIII. Property rights of third parties
The supplier must guarantee that the delivery item is free from third party rights.

IX. Confidentiality, engineering drawings, models, tools
1. The contractual parties undertake to treat all and any business and technical details, other than that is general knowledge, known to them as a result of the business relationship as trade secrets.
2. Engineering drawings, models, tools, templates, samples and other documents made available by us to the supplier for the processing of orders must be dealt with confidentiality and only be used in the fulfilment of our orders and in no way be reproduced or made available to any third parties.
The aforementioned remain our property.
The goods produced according to such may not be made accessible to any third parties, either as raw parts or semi or fully finished products, the same applying to parts developed by the supplier according to our specifications.
3. Subcontractors are to be bound accordingly.
4. Should the supplier produce models, tools or engineering drawings necessary in processing the order, then these must likewise be dealt with confidentiality.
It is deemed agreed that title of the aforementioned passes to us on payment of the agreed sum or part title in the case of making down payment proportional to the agreed sum.
The supplier is to store these objects for us free of any charge.
We are entitled to appropriation, should the supplier face compulsory enforcement measures, or on the opening of insolvency proceedings against his assets.
The aforementioned are to be returned to us on completion of the order.

X. Assignment, reservation of title
1. Rights and obligations associating from our orders may not be assigned or otherwise transferred to any third party.
With the exception of extended reservation of title, the supplier is not permitted to assign claims against us to any third party.
2. We are entitled to process and resell the goods supplied in the course of general business.
Goods subject to reservation used in fulfilling works delivery or service contracts are also to be considered resold.
We are not entitled to assign goods subject to reservation as a security or to pledge them.
In the case of processing, combining and mixing goods subject to reservation with other goods, the supplier is assigned part title of the new goods in the proportion of the invoice value of the goods subject to reservation to the invoice value of the other goods used.
At this point we assign to the supplier all and any claims from the further sale or supply, also proportionally to the extent that the goods have been processed, combined or mixed and the supplier has acquired part title.
If the case of reselling goods subject to reservation with other goods, the supplier is assigned the claim from the resale in the proportion of the invoice value of the goods subject to reservation to the invoice value of the other goods.
The supplier undertakes to release any securities he is entitled to, insofar as their value does not exceed that of the securable claims, provided that these have not yet been settled, by more than 10%.

X. Assignment, reservation of title
1. Rights and obligations associating from our orders may not be assigned or otherwise transferred to any third party.
With the exception of extended reservation of title, the supplier is not permitted to assign claims against us to any third party.
2. We are entitled to process and resell the goods supplied in the course of general business.
Goods subject to reservation used in fulfilling works delivery or service contracts are also to be considered resold.
We are not entitled to assign goods subject to reservation as a security or to pledge them.
In the case of processing, combining and mixing goods subject to reservation with other goods, the supplier is assigned part title of the new goods in the proportion of the invoice value of the goods subject to reservation to the invoice value of the other goods used.
At this point we assign to the supplier all and any claims from the further sale or supply, also proportionally to the extent that the goods have been processed, combined or mixed and the supplier has acquired part title.
If the case of reselling goods subject to reservation with other goods, the supplier is assigned the claim from the resale in the proportion of the invoice value of the goods subject to reservation to the invoice value of the other goods.
The supplier undertakes to release any securities he is entitled to, insofar as their value does not exceed that of the securable claims, provided that these have not yet been settled, by more than 10%.

XI. Place of fulfilment, court of jurisdiction, applicable law
1. Place of fulfilment is the location of our company headquarters.
2. Court of jurisdiction with respect to contracts with merchants, legal entities under public law or special public funds is the competent court of jurisdiction for the location of our company headquarters.
3. German legislation applies to all orders, deliveries and services with the exception of UN purchasing legislation.
The contractual language is German. If the contractual partners also communicate in another language, then the German text is to have precedence.

XII. Severability clause
Should individual provisions of these terms and conditions be or become invalid this shall not affect the validity of the contract nor the remaining provisions thereof.
The contractual parties are obligated to replace any such invalid provision with a valid provision coming as close as possible to the commercial intent of the original one.

Terms and Conditions of Sale, Delivery and Payment

Terms and Conditions of Sale, Delivery and Payment for Discher Automatierungstechnik GmbH

I. Binding Conditions, Completion of Contracts
1. The following conditions exclusively apply for contracts from and deliveries to ‘companies’, in accordance with Article 14 of the German Civil Code, and not to a ‘consumer’, in accordance with Article 13 of the German Civil Code. The object of the following terms and conditions of delivery and payment are services and deliveries of goods by Discher Automatierungstechnik GmbH.
2. The following conditions exclusively apply for all orders. Opposing delivery conditions have no legal effect, even if we do not make any express objections. With the issue of the contract and / or acceptance of the delivery, the customer recognises our conditions, regardless of whether the order and / or the contract have been executed in writing, over the telephone or by email. These conditions also apply for all prospective business relationships, even if they have not yet been expressly agreed.
3. The contract becomes binding for us with our written confirmation.
4. Discher Automatierungstechnik GmbH will then only become a contracting partner for a purchasing contract if it is not expressly stated during the ordering process that no offers will be made to third party companies. Even with no indication from Discher Automatierungstechnik GmbH, the contract will be sealed with reservation of the correct and timely self-delivery by the suppliers for Discher Automatierungstechnik GmbH.

II. Reservation of Offers, Cost Estimates, Prices, Price Alterations
1. Our offers, and the prices and delivery options stated in our catalogues, printed material, letters etc. are non-binding and subject to alteration; furthermore, cost estimates are non-binding.
2. Our prices are calculated in euros ex works plus respective sales taxes, excluding packaging, duty and insurance, which are calculated separately if required.
3. For all orders – even for orders on demand and for successive delivery contracts – where the goods are delivered more than four months after the placing of the order, in accordance with the contract or at the request of the customer, we reserve the right to relay increases in material and wage prices to the customer between the conclusion of the contract and delivery, for the purpose of offsetting these price increases.
4. Should any legal alterations with regards to legal sales tax come into force between the conclusion of the delivery contract and its execution, we reserve the right to add the altered sales tax to the invoice, even for partial deliveries. This also applies for assigning compensation rates for export rebates, or export trader rebates.
5. A lack of response from Discher Automatierungstechnik GmbH to any subsequent amended or additional customer requests means that said requests have been rejected, provided that they are not automatically considered for provision of services by Discher Automatierungstechnik GmbH.

III. Dispatch, Packaging, Costs, Transfer of Risk
1. Goods are dispatched on account of the customer, and at the customer’s own risk. We bear no liability – even for freight paid delivery – for damages or losses during transportation. Should nothing otherwise have been agreed, we decide on the type of packaging and dispatch. The customer accepts the risk of accidental destruction, loss or deterioration of goods on delivery, on sale by dispatch with delivery to the shipper, carrier or any other person charged with dispatching the goods, if partial deliveries are made and / or Discher Automatierungstechnik GmbH has taken on additional services, e.g. transport costs or delivery.
2. If the dispatch is delayed due to circumstances which have nothing to do with us, the risk from the day of readiness for delivery given to the customer bypasses said circumstances. In this instance, the date of readiness for delivery that was initially provided becomes the due date for the purchasing price to be paid. The customer bears the costs of storage for Discher Automatierungstechnik GmbH or third parties. The enforcement of a claim for additional damages against the customer remains unaffected.

IV. Terms and Conditions of Payment and Consequences of Non-Payment, Compensation
1. Our claims are payable, free of postage and expense, within 14 days of the receipt of our invoice or a list of receivables at a similar value at the latest. However, if service has been received, they are payable within 30 days of receipt at the latest. If the stated targets are exceeded, we will charge annuities in the amount of 8% points over the base interest rate, without the need for a further reminder. Warranty retention is excluded. Payments must be made free of cost and expense to the bank account for Discher Automatierungstechnik GmbH provided on the invoice.
2. Payments by cheque are only deemed to have been completed after redemption of the cheque. Discounts and expenses are at the cost of the customer. Cheques are only received for processing, not in lieu of performance calculating all withdrawal and discount expenses.
3. A payment is only considered to have been made when Discher Automatierungstechnik GmbH have the ultimate equivalent value of the payment claimed.
4. Discher Automatierungstechnik GmbH reserve the right to initially charge for payment of customers’ older debts, despite any provisions to the contrary for the customer, and will inform the customer of the type of settlement made. If there are existing costs and interest, Mustermann reserves the right to initially charge for payment of the costs, then the interest and finally the main service. The customer can only offset our claims with undisputed or legally-established counterclaims.

V. Delivery Periods and Liability Regulations, Force Majeure, Partial Deliveries, Deterioration of Assets
1. The delivery period begins as soon as all aspects of the execution – especially technical issues – have been clarified, both sides have agreed all business conditions, and the customer has put down the agreed deposit (if required). The delivery deadline is observed when the object delivered has left the plant, or the customer has been informed of its readiness for delivery, up until it has been processed.
2. Short sales cannot be concluded.
3. The following applies for damages claims due to late fulfilment, or lack of fulfilment instead of performance of service: If we are in default of delivery as a result of our own negligence, the customer can claim for compensation for proven damages at a limited rate of 0.5% for each full week of the delay period, and a maximum of 5% of the invoice value of the order affected by the default. If the customer is able to claim for damages instead of service, we are liable to a claim for negligence as a result of a dereliction of contract duty; however, any possible claims are limited to 25% of the order value.
4. If a force majeure or circumstances / events which we had not foreseen (e.g. breakdowns, strikes) delay the timely execution of the order, we are obliged to delay the fulfilment of our obligations appropriately (plus an appropriate starting time) or, if such a service cannot be performed by us, to wholly or partially withdraw from the contract. The same applies when we cannot obtain the necessary materials for executing the order from our suppliers at all or on time, for reasons not foreseen by us. A requirement for withdrawal is that we inform the customer of the unavailability in a timely manner, and reimburse any return services for the customer. In this case, claims for damages of any kind are excluded.
5. Partial delivery is permitted. Discher Automatierungstechnik GmbH are entitled to the delivery and performance of partial deliveries at any time. Partial deliveries do not mean that there are defects, and can be billed for immediately by Discher Automatierungstechnik GmbH.
6. In the instance of considerable deterioration of the customer’s assets, which occurs after the contract has been concluded or is only then made known to us, we have the right to refuse service, and to demand that the customer eliminate a threat to the purpose of the contract by means of lodging sufficient securities. Should the customer not lodge said securities within the appropriate period, we reserve the right to withdraw from the contract and / or claim for damages.

VI. Notice of Defects, Claims for Defects, Liability Regulations
1. Regardless of any existing continual obligations to carry out inspections and give notice of defects in a mutual business relationship (Article 377 of the German Civil Code), the customer must inspect the delivered goods for obvious (open) defects and inform us of any complaints due to such obvious defects – this also applies for incomplete or incorrect deliveries – within five working days of receipt of the goods, either in writing or by telephone. In the case of such defects as only become obvious later on, these must be reported by the customer within 14 working days of receipt of the goods, either in writing or in textual format; otherwise, the goods are seen as approved in view of the obvious defects, and the customer cannot make no further claims against us in this respect. In the instance of valid notices of defects, we are obliged to make a subsequent improvement to the delivered goods and / or make a replacement delivery of our choice, free of charge. The place of delivery in this instance is the site of our company headquarters. Should the subsequent improvement or replacement delivery fail despite two attempts on our part, or should we refuse the same without any justification, the customer reserves the right to claim a reduction in costs.
2. The following applies to claims for damages, pending the regulations in Point VII (Other Liability): In the instance of a dereliction of contract duty, we are liable for damages instead of service; however, any possible claims are limited to 25% of the value of the defective object.
3. There is no claim for defects if the error can be traced back to a breach of operating, maintenance or assembly instructions, unsuitable or improper use, incorrect or careless handling by the customer, natural wear and tear, or interference with the delivered goods by the customer or a third party.

VII. Other Liabilities (Limitations and Disqualifications)
1. Should we be liable for nothing besides the claims for delay and/or defects stated above, it would then be the case that any damage would be the result of a gross dereliction of duty on our part, or a deliberate or gross dereliction of duty on the part of our legal representative or agent; or it would concern either damages incurred from an injury to life, body or health, resulting from a dereliction of duty on our part, or from a deliberate or gross dereliction of duty on the part of our legal representative or agent. Claims under the Product Liability Act remain unaffected.

VIII. Intellectual Property Rights, Tools, Models and Plans
1. If deliveries are made in accordance with plans or other instructions from the customer, the customer bears responsibility for ensuring that these are accurate, and for ensuring that third parties do not violate intellectual property rights.
2. Tools, moulds, models and other equipment required for the goods ordered can be fully or proportionally invoiced by us. It is agreed that, should these be paid for in full by the customer, ownership is then transferred to the customer, as long as the agreed costs have been paid in full by the customer. If the customer has put down a deposit, these articles are then transferred into the co-ownership of the customer, and in the ratio of the agreed costs to the deposit. We will store these articles free of charge for the customer. We are only obliged to surrender them after the order has been completely processed and concluded.

IX. Reservation of Ownership, Extended Reservation of Ownership, Right of Retention
1. We reserve the right to ownership of the delivered goods until our entire outstanding costs for the customer from the business relationship – including prospective costs incurred – have been settled, even from contracts which have been concluded at the same time or later. The reservation of ownership applies for running accounts and all rights as security for our entire account balance claim, together with interest and expenses. The customer must inform us immediately of any seizures or other interventions by third parties.
2. The customer reserves the right to process and resell the delivered items in a proper transaction. This capacity ends if the customer is in default of payment, together with suspension of payment from the customer, or if an application for opening insolvency proceedings with regards to their assets has been made. They are obliged to only resell the goods subject to retention of title under reservation of ownership, and to ensure that the proceeds of the resale are transferred to us in accordance with 5 and 6. The use of goods subject to retention of title for the purposes of fulfilling contracts for labour and materials is also considered to be a resale. The customer is not entitled to dispose of the goods in any other way, particularly pledging them or placing them as a security deposit. It is not permitted to transfer proceeds from passing on our goods, and such an instance would involve a transfer obstructing the real factoring, which must be reported to us and our written agreement sought, and in which case the factoring proceeds would exceed the value of our guaranteed claim. Credit notes for the factoring proceeds mean that our claim must be paid straight away.
3. In accordance with Article 950 of the German Civil Code, the customer does not acquire ownership of the new goods as a result of handling and processing the goods subject to retention of title. Processing or restructuring will be undertaken for us, without us being under any obligations. The goods handled and processed are considered to be subject to retention of title.
4. If goods subject to retention of title are processed, associated and mixed with other goods, we hold joint ownership of the new goods in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. Should our ownership expire through association, mixing or processing, the customer will then transfer to us the ownership and expectant rights to the new stock or goods due to them, to the extent of the invoice value of the goods subject to retention of title, should they be processed in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used, and store them for us free of charge. Our co-ownership rights are considered to be goods subject to retention of title.
5. The customer’s proceeds from the resale of goods subject to retention of title are now transferred to us. The provide the same extent of security as the goods subject to retention of title.
6. If the goods subject to retention of title are resold by the customer together with other goods, proceeds from the resale will be transferred to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the instance of the resale of goods for which we have joint ownership in accordance with 4, a portion of the proceeds corresponding to our joint ownership will be transferred to us.
7. At our request, the customer is obliged to give us an exact breakdown of their costs with the names and addresses of their customers, to advise their customers of the transfer of proceeds, and to provide all the necessary information for the enforcement of proceeds transferred. The customer gives us the power to inform their customers of the transfer and collect the proceeds ourselves if and when the customer is in default of payment, or their assets deteriorate. We can request an inspection by our representatives to verify the existence of the proceeds transferred, using the customer’s accounts. The customer must provide us with a breakdown of the goods subject to retention of title
8. Should the value of the existing securities exceed the secured proceeds by more than 20%, we are obliged to release securities of our choosing at the request of the customer, taking the customer’s interests into consideration.
For simple and connected reservations of ownership, the value of the securities is equal to the invoice value at which the customer has purchased the goods from us; for extended reservations of ownership, it is equal to the invoice value at which the customer has resold our goods.
9. For cheques etc., payment is only considered to be made after redemption by the customer has been confirmed. We only accept cheques for processing. Regardless of our continuing security rights, the securities granted by us will remain until this point.
10. If we have withdrawn from the contract, we can reclaim the delivered article on the basis of reservation of ownership. We are obliged to terminate a contract, without consideration for the later conditions of Article 323 of the German Civil Code – especially without setting a deadline – from the period when the customer is wholly or partially in default of the payment. The same applies when the customer discontinues payments, or when an application is made to open comparative or insolvency proceedings with regards to their assets. The customer must pay all costs resulting from repossession of the delivered item. We reserve the right to realise the delivered item withdrawn by private contract.
11. We reserve the right to wholly or temporarily suspend delivery and demand at any time that the goods be surrendered if the fulfilment of the claim is in jeopardy, or the contracted partner violates any of their obligations. Indemnity claims on the customer’s part are excluded for this reason.

X. Place of Delivery, Place of Jurisdiction, Applicable Law
1. The place of delivery is the site of our company headquarters.
2. The place of jurisdiction is the jurisdiction of our company headquarters, for contracts with traders, persons who work in the public law or public separate estate law.
3. With the exception of the UN Purchasing Law, German law applies for all deliveries and services. The language of the contracts is German. Should the contracting parties make use of another language besides German, the German text still takes priority.

XI. Severability Clause
Should the purpose of any of these conditions and / or later agreements be rendered void, the validity of the contract will not be affected as a result. The contracting parties shall be obliged to replace the invalid provision by any other provision that comes nearest to the invalid provision in terms of the intended economic purpose.