General Terms and Conditions of Delivery and Payment of Slenergy Technology GmbH
HAMBURGER ALLEE 2-4, 60486 FRANKFURT AM MAIN
1.1 These General Terms and Conditions (“GTC”) shall only apply if the Customer is an entrepreneur [§ 14 of the Bürgerliches Gesetzbuch (the German Civil Code, the “BGB”)], a legal entity under public law or a public-law special fund. Entrepreneurs in the sense of these GTC are natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or independent professional activity (cf. § 14 para. 1 BGB).
1.2 Offers, contracts, deliveries and other services (“Delivery”) of Slenergy Technology GmbH (hereinafter also referred to as: “Slenergy”, “we”, “us”, “our”) shall take place solely based on the following GTC as amended from time to time. These GTC are available online at [www.slenergy.com/en/GTC/] freely at any time and may be saved by the Customer (hereinafter also referred to as “you”, “your”) in a reproducible form and printed. The version of the GTC that is stored on the website at the time of your order shall be binding. Rights to which we are entitled according to the statutory provisions beyond these GTC remain unaffected.
1.3 These GTC shall apply, unless otherwise agreed, as a master agreement in the version valid at the time of the order, or in any case in the version last disclosed to the Customer in the text-form (Textform), also for any future transactions concerning the sale and/or delivery of movable objects to the same Customer without us having to refer to them again in every single case.
1.4 Purchasing conditions, as well as any other provisions of the Customer, such as quality assurance, warranty or logistics agreements, are hereby expressly rejected. Deviating agreements concerning the GTC of Slenergy shall apply exclusively if they are confirmed by Slenergy in writing as an addendum to these GTC – and in so far only for the specific case. This confirmation requirement shall apply in any case, e.g. also if Slenergy performs the delivery to the Customer without reservations in spite of knowing of the above conditions of the Customer.
1.5 The ineffectiveness of individual provisions in these GTC shall be without prejudice to the validity of these GTC apart from that.
1.6 References to the applicability of statutory provisions have only a clarifying purpose. Even without such purpose of clarification, the statutory provisions shall therefore apply, unless they are directly amended or expressly excluded in these GTC.
2.Entering into the contract, type and scope of delivery, documents, property rights and on-call orders
2.1 Our offers are subject to change and can be submitted in writing or in the form of an e-mail. A contract is concluded - in the absence of a special agreement - upon receipt by the Customer of the order confirmation sent by Slenergy in writing or by e-mail. If we do not confirm the order, the contract shall be concluded at the latest upon execution of the order.
2.2 The type and scope of our delivery shall be determined exclusively by our order confirmation. If such an order confirmation is not available, but Slenergy has submitted an offer with a time limit and this offer has been accepted by the Customer in due time, this offer shall determine the type and scope of the delivery.
2.3 No verbal side agreements exist upon conclusion of the contract. Individual agreements expressly made by the Customer with Slenergy in individual cases (including side agreements, supplements and amendments) - insofar as they came into being after the conclusion of the contract - shall in any case take precedence over these GTC. The content of such individual agreements shall be governed by a written contract or, in the absence of such a contract, subject to proof to the contrary by the Customer, by Slenergy’s order confirmation to the Customer pursuant to Sec. 2.1 GTC. Legally relevant declarations and notifications by the Customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declarant, shall remain unaffected.
2.4 We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may not be changed and may only be disclosed to third parties with our explicit prior written consent. Drawings and other documents submitted by us for the purpose of quotations shall be returned upon request at any time and in any case if the order is not placed with us.
2.5 Insofar as we have delivered items in accordance with drawings, models, samples or other documents provided by the Customer, the Customer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing and delivering such items in particular by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal situation - to discontinue any further activity in this respect and - insofar as the Customer is responsible for the infringement of industrial property rights - to claim damages. The Customer shall immediately indemnify Slenergy against all claims of third parties, costs and other damages (including attorney's fees) in connection with the documents handed over by the Customer, which Slenergy incurs due to an infringement of the provisions of this Sec. 2.5 GTC for which the Customer is responsible.
2.6 In the case of on-demand orders, we are entitled to acquire the material for the entire order and to manufacture the entire order quantity immediately. Any change requests by the Customer can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed on.
3.Delay and impossibility
3.1 The occurrence of delay shall in any case require a written reminder from the Customer.
3.2 Notwithstanding a right of withdrawal of the client in case of defects (see Sec. 10.6 GTC), the client may withdraw from the contract in case of impossibility of performance by Slenergy or default only in case of a breach of duty for which Slenergy is responsible.
3.3 In the event of an immaterial breach of duty Customer is not entitled to withdraw from the contract. Withdraw is also excluded if Customer is solely or largely responsible for the circumstances giving rise to the withdraw or if circumstances arise during the delay in accepting delivery by the Customer for which Slenergy is not responsible.
3.4 In the event of default, withdrawal from the contract or damages in lieu of performance shall also require that the client has previously set Slenergy in writing a reasonable deadline of at least four (4) weeks for the performance of the contractually owed service and has thereby expressly clarified that in the event of failure to meet this deadline, the Customer will withdraw from the contract and/or claim damages. After the expiration of this period, the Customer shall be obligated to declare, upon Slenergy’s request, whether it will continue to insist on the delivery or claim damages or withdraw from the contract.
3.5 Such setting of a time limit pursuant to Sec. 3.4 GTC shall only be redundant if Slenergy seriously and finally refuses the performance owed under the contract or if special circumstances occur which, after consideration of the interests of both parties, justify the immediate rescission of the contract.
3.6 Sec. 12 GTC shall apply to all claims for damages arising from delay or impossibility.
4. Service description
4.1 The quality of the delivery and service object shall be finally described by expressly agreed performance characteristics (e.g. specifications, markings, release, other information). Other qualities of the deliveries and services than those expressly agreed shall not be owed. Any warranty exceeding the warranty for this agreement on qualities concerning a specific purpose or suitability, duration of use or durability after passing of the risk shall only be assumed as far as this has been expressly agreed in writing at entering into the contract; apart from this, the risk of suitability and use shall be with the Customer exclusively. We reserve commercial or technically unavoidable deviations of physical and chemical values, including colors, recipes, procedures and the use of raw materials, as well as the right to deliver order quantities deviating in quantity within a reasonable scope, provided that this is not unreasonable for the Customer.
4.2 Information on the delivery and service object (e.g. in catalogues, product information, electronic media or on labels) shall be based on our general experience and shall only be references or markings. Both these product details and expressly agreed performance characteristics/usage purposes shall not release the Customer from testing the suitability of the goods for the intended purpose.
4.3 Information on qualities and usage options ofour goods shall not include any guarantees, specifically not in accordance with §§ 443, 444, 639 BGB, unless these are expressly designated as such in writing at entering into the contract.
5.Delivery and delivery term, Force Majeure
5.1 Delivery time indications shall – even if a delivery date is agreed with the Customer – only be approximates and non-binding, except if the delivery date has been expressly agreed as fixed, i.e. if it has been determined in writing that the Customer is no longer interested in the delivery after the deadline has passed. The delivery term shall be complied with if the delivery object has left our factory by its end or if we have informed the Customer of readiness for dispatch. The delivery term shall not commence while the Customer has not properly met its obligations, such as provision of technical data and documents, approvals and downpayments or handovers of a payment guarantee.
5.2 We shall have the right to make partial deliveries at a scope that is reasonable for the Customer.
5.3 Serious events, such as in particular force majeure, labor disputes, riots, armed or terrorist conflicts, embargoes, fire damage, floods, severe storms, epidemics and pandemics, which entail unforeseeable consequences for the performance of services, shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect, provided that the respective contracting party is not responsible for these serious events, even if it should be in default. An automatic termination of the contract is not connected with this. The contracting parties are obliged to notify each other of such an impediment and to adjust their obligations to the changed circumstances in good faith.
If performance is not possible even within the extended delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the Customer. Accordingly, we do not assume any procurement risk. We shall have the right to withdraw from the contract if we do not receive the delivery object in turn in spite of the prior entering into of a corresponding purchasing agreement with a supplier; such shall be without prejudice to our responsibility for intent or negligence according to the proviso of Sec. 12 GTC. We will inform the Customers without delay about the lack of timely availability of the delivery object and reimburse any remuneration paid to us already without undue delay in case of withdrawal by us.
5.4 As a rule, the return of sold goods that are free from defects shall be excluded.
5.5 If the Customer enters default of acceptance or culpably violates any other secondary obligations, we shall have the right to demand reimbursement for the damage incurred by us in this respect, including any additional expenses. Further claims are reserved. If the Customer has entered default of acceptance or payment, the risk of accidental destruction or accidental deterioration of the goods shall pass to the Customer.
5.6 If the goods are sent to the Customer or to a third party at the Customer’s request, the risk of accidental destruction or accidental deterioration of the goods shall in doubt pass to the Customer at dispatch, and at the latest when it leaves the factory/warehouse. This shall apply independently of whether the goods are dispatched from the place of performance or who bears the freight costs.
5.7 In the event that we do not receive supplies in time even though we entered into appropriate covering transactions, and provided that neither we nor our supplier bears any responsability and there is no specific procurement obligation on our part,we will promptly notify the Customer and provide an estimated new delivery window at such time. In the event that performance cannot be accomplished even within the extended delivery period, we are entitled to rescind the contract, either wholly or in part; in such a case, we will immediately refund any consideration that the Customer has already paid
6.Reservation of title
6.1 All deliveries shall remain the property of Slenergy until complete payment of all claims of Slenergy that exist at the time of entering into the contract from the delivery relationship with the Customer. If Slenergy has accepted checks in lieu of performance in the Customer’s interest, all deliveries shall remain the property of Slenergy until complete settlement of such liabilities. The inclusion of individual claims in a current invoice, as well as balancing and acceptance of this shall not affect the reservation of title.
6.2 The Customer shall have the right to process and finish the delivered objects within the scope of its common business operation. The Customer shall perform finishing and processing of the delivered objects for Slenergy without Slenergy incurring any obligations from this. In case of processing, combining, mixing or blending of the delivered objects with any other goods not delivered by Slenergy, Slenergy shall be due a shared property in the new object at the ratio of the value invoiced for the delivered objects to the remaining goods processed at the time of processing, combination, mixing or blending. If the Customer acquires sole property in the new object by law, it hereby grants Slenergy shared title at the ratio described above in the new object, and commits to keep the object free of charge for Slenergy.
6.3 If the Customer sells the delivered object or the object subject to shared title in accordance with Sec. 6.2 GTC, or together with goods not belonging to Slenergy, the Customer hereby assigns the claims resulting from further sale to Slenergy at the amount of the value of the delivered objects, including all ancillary rights. Slenergy accepts the assignment. If the sold object is subject to shared title of Slenergy, assignment of the claim shall cover the amount that corresponds to the value of Slenergy’s share in the shared title. Slenerg yauthorizes the Customer, subject to revocation, to collect the claims assigned to Slenergy. If the Customer enters default with its obligations towards Slenergy, the Customer shall report any debtors of the claims assigned to Slenergy. Furthermore, the Customer must report the assignment to the debtors. Slenergy also shall have the right in this case to disclose the assignment as such towards the respective debtors and to make use of the collection rights of Slenergy.
6.4 If the Customer does not act in accordance with the contract, and specifically if the Customer enters default of its payment obligations, or violates its obligation to treat the delivered object with care, Slenergy shall have the right to withdraw from the contract upon issuing a warning and setting a grace period, and to recover the delivered object. In this case, the Customer is obligated to release the object after declaration of withdrawal by Slenergy.
6.5 The Customer shall only be authorized and entitled to further sale of the delivered object in the common, proper course of business and only with the provison that any claims assigned to Slenergy according to the above Sec. 6.3 GTC also actually pass to Slenergy. The Customer shall not have the right to make any other disposals of the delivered objects. The Customer specifically also must not pledge the delivered object or transfer it as collateral.
6.6 The Customer must inform Slenergy without undue delay about any enforcement measures of third parties concerning the delivered object subject to reservation of title or the claims assigned to Slenergy and provide the documents required for objection.
6.7 A Customer not resident within the country shall take any actions required by law or otherwise in order to make the reservation of title of Slenergy as intended in these terms and conditions of sale and delivery effective in the country to which the delivery takes place.
6.8 Slenergy commits to releasing collateral upon the Customer’s request at the choice of Slenergy if the value that can be realized from the collateral granted to Slenergy exceeds the claims of Slenergy by more than 10%.
7. Prices and payment
7.1 Unless otherwise agreed on in writing, our prices are given in EURO delivery ex works, and are stated exclusive of VAT and packaging costs.
7.2 Our invoices shall be due for payment at once and payable without deduction. Deduction of discount shall only be permitted at separate written agreement.
7.3 We are not required to accept any bills of exchange, checks and other payment promises; they shall always be accepted in lieu of performance.
7.4 The date of receipt of the payment shall be the day on which the amount is available to us or credited to our bank account. In case of payment default of the Customer, we shall have the right to charge interest at 9% p.a. above the base interest rate for the duration of the default, as well as a flat rate of EUR 40 in accordance with § 288 para. 4 BGB. The right to assert any further compensation claims shall not be limited by this.
7.5 We do not pay any interest for advance or downpayments.
8. Set-off and retention rights
8.1 Set-off against counter-claims – as far as they are not undisputed or have not been finally determined – are prohibited.
8.2 The retention of due payments due to any claims of the Customer against Slenergy shall be excluded, except if the retention right is based on claims of the Customer from the same contractual relationship with Slenergy and the claims are undisputed or have been legally confirmed by a competent court.
9. Notice of defects
9.1 The Customer shall meet its examination and complaint obligations in accordance with §§ 377, 438 of the Handelsgesetzbuch (the Commercial Code, the “HGB”). Slenergy does not waive the objection of delayed complaint about defects. Any warranty claims against Slenergy for defects not reported or reported too late shall be excluded.
9.2 Written notice of apparent defects or any other complaints must be given without delay at latest 10 days from the receipt of the goods. Notice of hidden defects must be given without delay at latest 10 days from the discovery of such defects, however not later than 12 months from the receipt of the goods.
9.3 The complaint about defects must show which defect is reported specifically. The defect must be described as precisely as possible, e.g. for example the type of defect or the functional issue must be indicated.
10. Claims for defects
10.1 We are liable for any complaints reported in accordance with Sec. 9 GTC in the goods delivered by us only in accordance with the following provisions:
10.2 At delivery of defective goods, we must initially be given opportunity to sort out and remove defects or make a subsequent delivery before commencement of production (processing or installation), except if this is unreasonable for the Customer, and only as far as the Customer proves that the defect was present at passing of the risk already.
10.3 If the defect is only found after start of production or commissioning in spite of meeting the obligation in accordance with Sec. 9 GTC and § 377 HGB, the Customer may demand subsequent performance (at our choice either by repair or by replacement delivery), provided that the Customer proves that the defect was present already at passing of the risk.
10.4 The Customer shall give us the opportunity to inspect the goods subject to complaint without undue delay in case of complaint; in particular, the goods subject to complaint shall be provided to us upon our request and at our expense. Slenergy may demand that the Customer reimburse it for any costs resulting from the unjustified demand for removal of defects (in particular testing and transport costs), except if the Customer was unable to recognize that there was no defect. In case of replacement delivery, the Customer shall be obligated to return the defective goods upon request. Only to defend against unreasonably high damage or at default of removal of defects by Slenergy shall the Customer have the right to improve upon the advance written consent of Slenergy or to demand reimbursement for adequate costs for this.
10.5 The place of subsequent performance shall be at the site of delivery. This shall not apply if Slenergy chooses repair as subsequent performance and the delivered object to be repaired cannot be transported to Slenergy.
10.6 If there are any defects, the Customer shall have a retention right in the purchasing price only as far as this is at an appropriate ratio to the defects and the expected costs of subsequent performance, and its counter-claim is based on the same contractual relationship.
10.7 If the subsequent performance fails, i.e. if Slenergy lets any appropriate grace period set for Slenergy for subsequent performance pass, two attempts to repair or one replacement delivery are performed and the reported defect was not remedied by this, or if Slenergy refuses any required repair or replacement delivery without justification, improperly delays it or if subsequent performance is not reasonable for the Customer for any other reasons, and if the prerequisites of §§ 281 para. 2 or 323 para. 2 BGB are met, or if Slenergy rightfully refuses subsequent performance due to disproportionality the Customer may generally assert the legally intended remedy of withdrawal or reduction instead of repair and subsequent delivery, as well as claims to compensatory damages or reimbursement for expenses, but the latter only within the scope of Sec. 12 GTC. However, the Customer shall not have any withdrawal rights in case of only minor defects.
10.8 There shall be no claims due to defects if there are only minor deviations of the goods from the agreed quality, minor impairment of usability and, if the defect is due to violation of operating, maintenance and installation provisions, unsuitable or improper use or storage, defective or negligent treatment or installation, natural wear or actions taken by the Customer or by any third parties on the delivered object. Claims and costs of the Customer that are applied within the scope of subsequent performance, reversal and/or claims for compensatory damages, in particular for transport, travelling, work and material costs, shall be excluded as far as they have resulted because the goods delivered by us were taken to a different location than the agreed place of performance after passing of the risk. This shall not apply as far as transport of the goods corresponds to their intended use and this is known to us.
10.9 Compensatory damages and reimbursement for expenses must only be demanded according to the proviso of Sec. 12 GTC.
11. Claims for defects of title
11.1 Unless otherwise agreed we shall be obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter referred to as "property rights") only in the country of the place of delivery. If a third party asserts justified claims against the Customer due to the infringement of property rights by delivery items provided by us and used in accordance with the contract, we shall be liable to the Customer in accordance with the following paragraphs within a period of 12 months after the time at which the right was to pass to the Customer.
11.2 We shall, at our discretion and at our own expense, either obtain a right of use for the delivery items affected, modify the delivery items in such a way that the property right is not infringed, or replace them. If this is not possible for us under reasonable conditions, the Customer shall be entitled to the statutory rights of rescission or reduction. Our obligation to pay damages shall be governed by Sec. 12 GTC.
11.3 However, we shall only be obliged to take the above measures if the Customer immediately notifies us in writing of the claims asserted by third parties, fails to acknowledge an infringement and all defensive measures and settlement negotiations are reserved for us. If the Customer ceases to use the delivery items in order to mitigate damages or for other important reasons, the Customer shall be obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.
11.4 Claims of the Customer shall be excluded if and to the extent that the Customer is responsible for the infringement of the property right. They shall also be excluded if the infringement of the property right is only caused by special specifications of the Customer, by an application not foreseeable by us or, for example, by the fact that the goods are modified by the Customer or used together with products not supplied by us.
11.5 Further claims due to a defect of title are excluded.
12.1 Unless otherwise agreed herein, any claims of the Customer against us or our agents because of or in relation with any defects or lack of warranted qualities of the Product, no matter on which legal basis, in particular, claims arising out of breach of Contract or of precontractual relationship (culpa in contrahendo), infringement of duties arising in connection with the Contract or tort, subsequent frustration due to petty negligence and/or repudiation of the Contract because of delayed delivery, shall be excluded.
12.2 Deviating from Sec. 12.1 GTC we shall only be liable - and this shall also apply if we employed executive personnel or other persons in performing our obligations - in the event that we, our legal representatives or vicarious agents:
(a) are attributed gross negligence or intent;
(b) fraudulently concealed the defect or warranted the quality of the Product;
(c) caused damage to life, bodily injury or damage to health; and/or.
(d) violate substantial contractual obligations (cardinal obligations) endangering the purpose of the agreement as a whole, that is
(aa) in the event of material violations of duties which endanger the achievement of the contractual purpose, or
(bb) in the event of the violation of duties – the fulfilment of which enables the proper performance of the contract in the first - place and on the observance of which the Customers may regularly rely ("Cardinal duties").
12.3 The claim to damages compensation for the violation of cardinal duties in the case of Sec. 12.2 lit. d) GTC is – in terms of its amount – limited to the typically foreseeable damage.
12.4 The exclusion of liability shall not be applicable to claims arising out of the German Product Liability Code. No change in the legally codified distribution of the burden-of-proof to the Customer's disadvantage is associated with the aforementioned rules.
13. Limitation of claims due to defects
13.1 The statute of limitations of § 438 para. 1 no. 3 BGB, § 445b para. 1 BGB or § 634a para. 1 no. 1 BGB for any claims from defects shall be twelve (12) months after handover of the delivered objects or – if acceptance was agreed – from acceptance of the delivered object, unless deviating agreements have been entered into from case to case. The tolling of the statute of limitations from § 445b para. 2 shall end after three (3) years.
13.2 In derogation therefrom, the statutory limitation periods shall apply in the scope of application of § 438 para. 1 no. 3 BGB, § 445b para. 1 and para. 2 or § 634a para. 1 no. 1 BGB:
-for any damage from injury to life, limb, or health caused by any defect for which Slenergyis at fault,
-if the defect is based on a willful or grossly negligent violation of duty by Slenergy,
-in case of malicious concealing of a defect,
-in case of guarantees (§§ 444 and 639 BGB), and
-if the last contract in the delivery chain in accordance with § 445a BGB is a consumer contract (as contemplated by § 474 BGB).
13.3 Such shall be without prejudice to the claims from the Product Liability Act and the legal provisions concerning tolling of the statute of limitations, suspension and recommencement of the periods. However, the warranty is excluded for the delivery of used goods.
13.4 The claims to reduction and exercise of a right of rescission shall be excluded to the extent that the claim to performance or subsequent performance has lapsed, no matter if we cite the lapsing of the above claims.
14. Place of performance, venue, other agreements
14.1 The Customer shall be entitled to assign its claims from the contractual relationship only with our advance written consent. Section 354a HGB (German Commercial Code) remains unaffected.
14.2 The Customer shall keep any knowledge and information of a technical and business nature (“Secret Information”) received from us within the scope of the delivery relationship secret from any third parties even beyond the duration of the delivery relationship, as long as and to the extent that the Customer cannot prove that the Secret Information was already known or obvious to the Customer at the time it was acquired by the Customer or became oblivious later without its fault, or was developed verifiably entirely independently by the Customer or acquired from a third party without any violation of duties of secrecy. Any documents disclosed by us concerning Secret Information, specifically any drawings that are exchanged in the scope of cooperation are and remain our property and must be returned to us upon our request, at the latest at termination of the delivery relationship. Any type of license in Secret Information shall require a written agreement. The Customer shall not be entitled to any right of retention concerning Secret Information or the corresponding documents or materials.
14.3 The parties are obliged to comply with the applicable laws and regulations when processing the personal data of the respective other party. The parties shall process personal data of the respective other party only if and to the extent this is necessary for the provision of the agreed services or for the fulfillment of legal obligations. The Parties shall not retain the personal data of the respective other Party for longer than is necessary to achieve the aforementioned purposes or for longer than is required or permitted by legal (including tax) regulations. The Parties shall take appropriate technical and organizational measures to ensure the best possible protection of personal data against unlawful use. The Parties shall only disclose personal data to third parties if this is necessary for the performance of the contract or to comply with a legal obligation. The employees and third parties engaged by the parties are obliged to maintain the confidentiality of personal data. Either party may request the other party to grant access to or provide a copy of the personal data collected by it, to correct or delete the personal data or to restrict the processing of such personal data.
14.4 If any provisio of these GTC is found to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect the validity or enforceability of the remaining provisions between the parties and shall be severed therefrom.
14.5 Both Seller and Buyer shall comply with all applicable money laundering laws and regulations to the extent necessary to perform their obligations under this Agreement. Either party may decline to perform any obligation if it reasonably believes that it must decline to perform such obligations even though all measures have been taken to comply with applicable money laundering laws.
14.6 The parties hereby mutually assure and warrant that, as of the date the parties sign the GTC and for the future, the party is not directly or indirectly under any sanctions regime of the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, the U.S. Department of State, the European Union, the United Kingdom or any other country or organization whose decisions, programs and actions are legally binding. Buyer shall comply with all applicable export control and trade embargo laws, rules and regulations (including but not limited to the U.S. Export Administration Regulations) and shall not, directly or indirectly, resell, re-export, distribute, transfer or otherwise dispose of any Materials without first obtaining all necessary written consents, permits and approvals and completing all formalities that may be required by any competent authority.
14.7 Each Party shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010 ("Anti-Corruption Regulations"). Each Party represents and warrants that none of its directors, officers, employees or affiliates will engage in any conduct that may constitute a violation of the Anti-Corruption Regulations. Both Parties shall take reasonable measures to prevent their agents, subcontractors or other third parties from engaging in conduct constituting a violation. The Customer guarantees that it does not directly or indirectly maintain any business or other connections to terrorists, terror associations, or other criminal or unconstitutional organizations. In particular, the Customer shall take appropriate organizational measures to ensure implementation of the EC regulations no. 2580/2001 and 881/2002 and the corresponding US and/or other corresponding provisions applicable in the context of the delivery relationship within the scope of its business operation, in particular by using appropriate software systems. As soon as any goods have left our respective operating site, the Customer shall be solely responsible for compliance with the above provisions and shall indemnify us against any claims and costs asserted against us due to any corresponding infringement of rights by the Customer, its affiliated companies or employees, representatives and/or vicarious agents – including appropriate lawyer’s and consultant’s fees or administrative fees or fines resulting from the named violations of rights.
14.8 The place of performance of any claims arising from the business relationships, specifically from our deliveries, shall be the respective site from which the delivery is performed.
14.9 The exclusive venue for any claims arising from the business relationships, specifically from our deliveries, shall be our seat in Hamburg. This venue shall also apply to disputes concerning the development and effectiveness of the contractual relationship. We shall, however, have the right to raise a claim against the Customer before the courts competent for its seat as well.
14.10 The law of the Federal Republic of Germany shall apply exclusively, subject to exclusion of its international private law, as far as this refers to application of any other legal rules. Application of the United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.) and any other bilateral and multilateral conventions targeting at harmonization of international purchases shall be excluded.