AGBs
Last revised 11/2022
This translation is for information purposes only. Only the original German version is binding.
1. Scope
1.1. Unless otherwise agreed in specific cases, contracts shall be
concluded with the contractor exclusively on the basis of
the provisions contained herein.
1.2. By placing the order, the client indicates its agreement to
the application of the following terms and conditions of
business. Any contradictory or differing terms and con-
ditions of the client shall only be binding for the contractor
if the contractor has explicitly agreed to them in writing.
The following terms and conditions of the contractor shall
also apply in the event that the contractor, being aware of
contradictory or differing terms and conditions of the client,
provides its service without reservation.
1.3. The present terms and conditions of business apply to all
services provided by the contractor (including, but not
limited to, measurement, testing and advisory services),
as well as to all obligations resulting from the con-
tractual relationship with the client. The present terms and
conditions also apply to all future business relationships
with businesspersons and legal entities under public law.
1.4. If the contract is made up of more than one document, the
provisions of specific agreements shall always take pre-
cedence.
2. Conclusion of the contract
2.1. A contract with the contractor shall not be deemed to have
been concluded until the client has accepted a quote from
the contractor without reservation or receives a written
order confirmation from the contractor, or the contractor
starts providing the service. If the contractor issues a
written order confirmation, then this confirmation shall
determine the content and scope of the contract unless
otherwise explicitly agreed.
2.2. All agreements reached between the client and the
contractor regarding the execution of the contract,
including the present general terms and conditions of
business, shall be set out in writing in the contract. No
ancillary verbal agreements shall be entered into.
2.3. Commitments, agreements, promises or guarantees
offered by the contractor's employees in connection with
the conclusion of the contract shall not be valid unless they
are confirmed in writing by the contractor.
2.4. The contractor reserves the right to make changes to the
design, choice of materials, specifications or style of
construction, even after confirming the order, insofar as
such changes do not violate either the order confirmation
or the customer's specifications.
2.5. Delayed delivery shall not entitle the client to withdraw
from the contract or refuse to accept delivery.
3. Execution of the order and obligations of the client to
cooperate
3.1. The contractor's testing, measurement and contractual
activities shall be limited to the condition of the object being
tested or measured at the time of execution. This shall be
documented by the contractor. The customer shall be
responsible for furnishing proof of a different condition.
3.2. If the execution of the service owed by the contractor in
accordance with the contract involves working on items that
are the property of the client, the contractor shall not pay any
compensation for any damage to or destruction of such items.
3.3. If, as a result of or on the occasion of the proper execution
of the contractor's service, the contractor's equipment is
damaged, destroyed or lost, through no fault on the
contractor's part, the contractor may demand compensation
from the client.
3.4. The transportation and potential return transportation of
items belonging to the client shall be carried out at the
client's expense and risk. However, the return trans-
portation shall only be carried out at the client's explicit
request. During storage, the contractor’s liability shall be
limited to due diligence.
3.5. The client must supply the contractor with all information
that is relevant for the latter to provide its service. The
contractor is fundamentally under no obligation to verify
the accuracy, completeness or correctness of the data,
information or other services supplied by the client
provided the circumstances of the case in question give no
good reason to do so, unless this explicitly forms part of
the order.
3.6. If the client’s participation is required in order for the
contractor to provide its service, the client must do so pro-
mptly and at its own expense. It shall only be reimbursed
for expenses if this has been explicitly agreed in writing. If
it does not fulfil its obligation to cooperate, or does not do
so promptly or properly, and if acceptance of performance
is delayed as a result, the contractor may charge any
resulting additional expenses to the client. The contractor
explicitly reserves the right to assert more extensive legal
claims.
3.7. If the contractor is engaged to visually inspect an object,
it shall not offer any guarantee that the inspected object
is free of any other defects unless this is an explicitly
agreed part of the order.
3.8. The contractor may have the services it is obliged to per-
form provided by a carefully selected subcontractor that
seems suitable.
3.9. The contractor may engage service providers to execute
the order. The contractor is entitled but not obliged to
engage such vicarious agents without a mandate from the
client.
3.10. If the contractor operates outside of its business premises,
the client shall be obliged to take all measures necessary to
meet the relevant road traffic safety obligations, unless
circumstances dictate otherwise or otherwise agreed with
the client. The contractor may refuse to provide the service
if the necessary measures have not been taken. The client
shall promptly inform the contractor in writing about all
safety and accident prevention regulations that apply at the
site.
3.11. Partial deliveries and partial performance of services are
permitted provided the agreed delivery and performance
lead times are observed and the client can reasonably be
expected to accept partial delivery or performance.
4. Transferred documents
4.1. The contractor reserves the rights of ownership and
copyrights for all documents (including electronic ones)
transferred to the client in connection with the placement
of the order, such as content, calculations, drawings etc.
4.2. Said documents may not be made accessible to third
parties unless the contractor grants the client its explicit
consent to do so in writing.
5. Time limits and deadlines
5.1. If no binding deadline is agreed on for performance, the
contractor shall not be in delay unless the client has
previously set a suitable time limit for the provision of the
owed service, in writing, without success. Time limits for
the provision of services shall not commence until all of
the acts of cooperation owed by the client have been
carried out in full, and any agreed down payment has been
received. Subsequent requests for changes or the delayed
performance of acts of cooperation by the client shall
prolong the time limits for performance by an appropriate
amount.
5.2. If the service owed by the contractor is delayed by
unforeseeable circumstances that are not the contractor’s
fault (such as strikes, third-party attacks on IT systems,
disruptions to operations, obstacles to transportation,
shortages of raw materials, official measures, power cuts,
the disruption or outage of telecommunications networks
– including at the contractor’s upstream suppliers), the
contractor may postpone the performance of the service
by the duration of the impediment. If the impediment
lasts for more than six weeks, the contractor shall be
entitled to withdraw from the contract. The contractor
shall notify the client that a service or partial service is not
available without delay and, in the event that the client
withdraws from the contract, shall reimburse the client
without delay for any considerations that have already
been paid or provided. Claims for damages are excluded.
5.3. The delivery lead time stated by the contractor is based on
the prompt and proper fulfilment of the client’s obligations.
The right to assert the defence of non adimpleti contractus
remains reserved.
5.4. Compliance with delivery lead times requires the prompt
receipt of all documents to be provided by the client, the
necessary permits and licences, including but not limited to
those pertaining to the necessary materials (documents,
drawings, images, charts, and software on data carriers),
the unambiguous clarification of all of the specifics of the
order, and the client’s compliance with the agreed terms
and conditions of payment as well as other obligations. If
these requirements are not met, the lead times shall be
extended by an appropriate period of time. This shall not
apply if the contractor is responsible for the delay.
5.5. Changes to the supplied or ordered goods or services that
are requested by the client shall also extend the lead times
and deadlines by the length of time that the client does not
fulfil its obligations with respect to the contractor.
5.6. If the client delays acceptance of the goods or services, or if
it violates any of its other obligations to cooperate, the
contractor may demand the reimbursement of any
additional expenses incurred as a result. This shall not affect
any more extensive, statutory claims to compensation for
damages. If the above criteria are met, the risk of the
accidental loss, destruction or deterioration of the
purchased item shall be transferred to the client at the time
when the client is deemed to be in delay on acceptance or
in default on payment.
5.7. If the provision of the service is delayed due to slight
negligence on the part of the contractor, the contractor’s
liability for damages incurred due to delays (compensation
for damages in addition to performance) shall be limited to
5% of the contract price. Claims to compensation for
damages in lieu of performance shall be governed by
Section 11.
5.8. If the goods cannot be shipped promptly through no fault
on the part of the contractor, compliance with the lead time
for delivery or performance shall be determined based on
when notice of readiness for shipping is sent. Delayed
performance due to the mode of shipping shall therefore
provide no grounds for reducing the invoice amount,
refusing to take delivery of the goods or similar.
5.9. Agreed consultation appointments may be postponed free
of charge at least 21 days in advance. 50% of the fees shall
be charged in the event of postponement at shorter notice
or failure to attend without notice.
6. Prices and payments
6.1. The price specified by the contractor (or otherwise the price
typically charged by the contractor for the service in
question) shall be authoritative, plus statutory VAT (if
applicable). In the case of cross-border services, the client
must pay any taxes, fees, customs duties or other levies that
are owed for cross-border services. Quoted prices shall only
serve as reference prices until a contract is concluded.
Prices are based on the cost factors in effect upon the
conclusion of the contract.
6.2. All prices apply ex works unless otherwise agreed in writing.
This excludes packaging, shipping, postage, insurance and
other delivery costs. The goods shall be packaged and
shipped as chosen by the contractor, and this shall be billed
accordingly. Packaging shall only be taken back if the
contractor is obliged to do so by mandatory statutory
regulations or provisions.
6.3. Within the context of continuing obligations and long-
term contracts, in the event that manufacturing costs rise
due to factors outside the contractor's control, the
contractor shall be entitled to increase its prices in line
with the increase in costs. If the client does not agree to
such a price increase, it may terminate the contract within
four weeks of receiving the request to increase prices.
Otherwise, the increase shall be deemed to have been
agreed. The right to increase prices on the basis of this
provision shall not apply if the client is a consumer.
6.4. The client must pay the compensation owed into the bank
account specified by the contractor within two weeks of
the invoice date, without deducting any discounts or
charges. Discounts may only be deducted if agreed
separately in writing. Prompt receipt of payment shall be
determined based on when the amount is credited to the
contractor’s account. The contractor reserves the right to
request appropriate payments on account and advance
payments.
6.5. In the case of extraordinary advance services, the con-
tractor may make full or partial delivery contingent on
payment in advance at any time, even in the context of an
ongoing business relationship. The contractor shall declare
this condition when confirming the order at the latest.
6.6. If the client owes interest and expenses in addition to an
existing principal claim, any payment made by the client that
is not sufficient to repay the total amount shall first be offset
against the expenses, then the interest, and finally the
principal claim.
6.7. The client shall only be entitled to offset or withhold
amounts if its counterclaims have been established by a
court of law, are undisputed, or have been recognised in
writing by the contractor. If subsequent delivery or
performance are necessary, such claims shall be limited to
the price of the goods to be subsequently delivered or the
service to be subsequently provided. These restrictions
shall not apply to claims on the part of the client relating to
defects stemming from the same contractual relationship as
the contractor's claim for payment.
6.8. If, after concluding the contract, it becomes apparent that the
contractor’s claims against the client are jeopardised by the
client’s inability to pay, the contractor may choose to provide
any services that are still outstanding only in return for
payment in advance or the provision of collateral, and also in
return for the settlement of any outstanding receivables
stemming from the contract for partial services already
rendered, and may withdraw from the contract if a deadline
set for this purpose is reached without the desired result.
Section 3.4 applies mutatis mutandis.
6.9. In the event of default on payment, the client shall owe
interest on arrears at a per annum rate that is eight
percentage points above the base rate if the client is a
businessperson or five percentage points above the base
rate if the client is a consumer. The contractor may assert a
more extensive claim if it is able to demonstrate to the client
that the damages incurred were higher. The contractor may
also charge a flat fee of EUR 40 if the client is a business-
person. This also applies to down payments or any other
instalments. The flat fee is to be offset against any com-
pensation for damages that is owed. If the client is a
consumer, the contractor may charge a flat fee of EUR 5
per reminder. The client may demonstrate that the con-
tractor did not incur any damages or that the damages it
incurred were significantly lower.
6.10. If no fixed price is agreed, reasonable price adjustments
may be implemented due to changed labour, material and
selling expenses for deliveries made three months or more
following the conclusion of the contract.
7. Transfer of risk
7.1. If the goods are sent to the client at the client's request, the
risk of accidental destruction, the risk of the accidental
deterioration of the goods and the risk of delay shall transfer
to the client when they are sent (and no later than when they
leave the factory/warehouse). This applies irrespective of
whether the goods are sent from the place of performance,
or who pays the freight costs.
7.2. If, Section 7.1. notwithstanding, shipping is carried out by
means of collection by the client, the goods shall be handed
over without verifying whether the person collecting them
is authorised. This shall not give rise to any claims on the
part of the client against the contractor due to an incorrect
handover.
7.3. If an inspection is agreed, this shall determine the transfer
of risk.
7.4. The situation regarding the handover/acceptance is the
same if acceptance by the client is delayed.
7.5. If the contractor takes back goods for reasons that are not
its fault, the client shall bear the risk until the contractor has
received the goods.
8. Reservation of title
8.1. All goods and services shall remain the property of the
contractor until all claims, including future or conditional
claims, have been settled (goods subject to reservation of
title). Specifically, title shall not transfer to the client until
and insofar as the client releases the contractor from all
contingent liabilities that the contractor has entered into in
the client's interests, including but not limited to cases
involving bills of exchange/cheques.
8.2. The client must exercise care when handling goods subject
to reservation of title that have been supplied by the
supplier. This includes the obligation to take out sufficient
insurance against theft, fire and water damage to cover the
replacement value of the goods.
8.3. If the client processes, combines or mixes the goods subject
to reservation of title with other goods, the contractor shall
co-own the product according to the ratio between the
invoice value of the goods subject to reservation of title and
the value of the other goods used.
8.4. The client may only process or sell the goods subject to
reservation of title, or combine or mix them with other
goods, as part of its ordinary business operations, and
provided it is not in delay. The goods may not be transferred
as collateral or pledged. The contractor must be notified
without delay if the goods subject to reservation of title are
pledged or otherwise interfered with by third parties. If a
justified interest is credibly substantiated, the client must
provide the contractor the information it requires to assert
its rights against the client, and release the necessary
documents.
8.5. The client’s receivables from selling on the goods subject
to reservation of title are hereby already assigned to the
contractor. These shall serve as collateral to the same
extent as the goods subject to reservation of title.
8.6. If the value of the contractor’s collateral exceeds that of the
receivables by more than 10% on a lasting basis, collateral
chosen by the client shall be released at the client’s request.
8.7. As part of insolvency and settlement proceedings, the client
shall be obliged to make all third parties aware of the goods
subject to reservation of title, for example by labelling them
as the property of the contractor, before the proceedings
are instituted.
8.8. The client shall bear the cost of asserting the contractor’s
security interests against the client or third parties.
8.9. If the client is in default on payment, the contractor shall be
entitled (after issuing reminders) to retake possession of its
output, including but not limited to its measurement
results. Retaking possession of the goods subject to
reservation of title shall not constitute withdrawal from the
contract. In the event that it retakes possession of the goods
subject to reservation of title, the contractor may bill 10%
of the performance value as return costs. This shall not
affect the ability to file claims for more extensive damages.
The client may furnish proof that the contractor incurred
significantly lower damages, or none at all.
8.10. If the contractor is entitled to retake possession of the
goods, the client shall be obliged to allow one of the
contractor’s employees to take stock of the goods still
owned by the contractor without delay.
8.11. The contractor may utilise repossessed goods to the best of
its ability, offsetting the purchase price in a private sale,
provided it has threatened to do so with sufficient advance
notice.
9. Claims for defects
9.1. The goods may differ in terms of the quality of their
materials, their colour, dimensions or similar. Differences in
the dimensions of the goods may also result from the
shrinkage or stretching of the materials used or the
geometry of the data.
9.2. Deviations in the goods resulting from subsequent, external
factors such as weather conditions, light, humidity etc. shall
only provide the basis for claims under warranty if they are
attributable to improper work on the part of the contractor.
9.3. Goods not manufactured in accordance with client’s designs
or data shall only be covered by warranty to the extent that
they correspond to the documents provided by the client.
No warranty is offered that the goods will be suitable for the
purpose specified by the client.
9.4. In the case of measurements or calibration services, the
warranty relates only to the measurement or calibration
service actually carried out, and does not include any
guarantee that the same measurement results will be
obtained after transporting the measurement equipment or
the object being measured to a different location, or under
different conditions, or applying different measurement
methods.
9.5. If the contractor’s performance is inadequate, the client
must offer the contractor at least two opportunities for
supplementary performance by an appropriate deadline
unless it cannot reasonably be expected to do so in the case
in question, or extraordinary circumstances apply that
justify the client’s immediate withdrawal from the contract
after giving due consideration to both parties’ interests. The
contractor may choose to remedy the defect or provide the
service again defect-free. In cases of replacement delivery,
the client shall be obliged to return the defective items. If
supplementary performance is unsuccessful, the client may
reduce the compensation paid or withdraw from the con-
tract. Claims for damages shall only arise in accordance
with Section 11. However, claims for damages and entitle-
ment to withdraw from the contract shall only arise if the
deviation from the owed quality is merely immaterial.
9.6. The client must report obvious defects to the contractor in
writing without delay, no later than two weeks after the
delivery of the goods. Hidden defects must be reported
without delay once they have been discovered. The
assertion of claims under warranty shall otherwise be
excluded. This shall not apply if the client is a consumer.
Compliance with this deadline shall be determined on the
basis of when the complaint concerning the defect(s) is
received by the contractor. If no complaint is sent, or if it is
received after the deadline, the client shall forfeit its claims
relating to any defects in the purchased goods.
9.7. If the client notices damage to the packaging when delivery
Is made, it must have the transportation company provide
detailed, written confirmation of the damage upon accept-
ance of the goods. Damage incurred during transportation
that is not identified until the goods are opened must be
reported to the contractor in writing within two weeks of
receiving the goods. This deadline shall be deemed to have
been met provided the report is sent out on time, and
providing proof of this shall be the responsibility of the
client.
9.8. The warranty period is one year from the transfer of risk or,
in cases in which acceptance is required, one from accept-
ance. The same period applies to withdrawal and reductions
in price. This period shall not apply if the law prescribes
longer periods in accordance with Secs. 438 (1) No. 2, 479
(1) and 634a (1) No. 2 of the German Civil Code (BGB), as
well as in cases of injuries to life, limb or health, or wilful or
grossly negligent violations of obligations on the part of the
contractor or its vicarious agents.
9.9. If necessary, the client must assist the contractor with the
rectification of defects.
9.10. If the client arranges an inspection due to alleged errors,
the client shall bear the costs incurred as a result if no
defects are found.
9.11. Warranty shall not apply to changes or outputs that the
client modifies or otherwise interferes with unless the client
is able to show, in the context of reporting the defect, that
the interference was not the cause of the defect.
9.12. Any more extensive warranty claims on the part of the
client, including but not limited to consequential damages
resulting from defects, are excluded insofar as these do not
stem from the absence of promised qualities. This shall not
apply in cases of wilful intent or gross negligence on the part
of the contractor.
10. Withdrawal
10.1. The client shall only be entitled to withdraw from the
contract if the contractor is responsible for the violation of
duties that is the basis for withdrawing from the contract.
Notice of withdrawal must be given by registered mail. If the
client is a consumer, it is sufficient if such notice is given in
writing. Withdrawal shall not affect any agreed duties to
observe confidentiality or any other post-contractual duties
of good faith.
10.2. If the consultancy contract ends prematurely, the client
must pay compensation for the services rendered by the
contractor up to that point as agreed by contract.
11. Liability
11.1. The contractor shall be liable to pay compensation for
damages in accordance with statutory provisions if the
client asserts claims for damages based on wilful intent or
gross negligence, including wilful intent or gross negligence
on the part of the contractor’s representatives or vicarious
agents, or in cases in which the contractor culpably violates
a material contractual obligation. Material contractual
obligations are those that are essential to the proper exe-
cution of the contract, compliance with which the
contracting parties rely on and can reasonably rely on as a
matter of course.
11.2. Insofar as the contractor is not guilty of intentionally
violating its contractual obligations, liability to pay com-
pensation for damages in the aforementioned cases shall be
limited to the value of the order, but shall be no higher than
the foreseeable damages typically incurred in connection
with such contracts. The contractor shall not be liable for
violations of obligations due to slight negligence such as
delay or impossibility, violations of protection obligations
due to slight negligence, consequential damages resulting
from defects caused by slight negligence, other indirect
damages or lost profits.
11.3. The preceding provisions shall not affect liability due to
culpable injury to life, limb or health.
11.4. The right to claim contributory negligence is reserved.
Unless otherwise stipulated in the present terms and
conditions, more extensive liability to pay compensation for
damages than that which is set out in Clauses 1 – 3 of the
present section shall be excluded, irrespective of the legal
nature of the asserted claim. The contractor shall not be
liable if and to the extent that any consultation errors or
defects can be attributed to the client’s failure to fulfil its
obligations to cooperate in accordance with Sections 3.5
and 3.6 (at all, in full or on time). In the event of a dispute,
the client shall be responsible for providing proof of the
complete and prompt fulfilment of all of its obligations to
cooperate.
11.5. Insofar as the contractor’s liability to pay compensation for
damages is excluded or limited in accordance with the
preceding provisions, this shall also apply to the personal
liability of the contractor’s employees, representatives and
vicarious agents to pay compensation for damages.
11.6. The limitations of Clauses 1 and 2 of the present section
shall also apply insofar as the client demands the
reimbursement of expenses incurred in vain in lieu of
performance instead of claiming compensation for damages.
11.7. In connection with the provision of advisory services, the
contractor shall not accept any liability for or offer any
warranty of success. The client shall bear sole responsibility
for its decisions regarding the measures proposed by the
contractor, even if the contractor is supporting the measures
implemented by the client.
11.8. If claims for damages arise in accordance with the present
article, they shall expire within a year of the start of the
statutory limitation period. This shall not apply to cases of
liability due to wilful intent, gross negligence, injury to life,
limb or health, the malicious concealment of a defect or
claims under the German Product Liability Act.
11.9. If development products are lost or destroyed due to force
majeure, the contractor’s liability shall be limited to the
material value of the products.
11.10. The preceding provisions do not entail a reversal of the
burden of proof.
12. Rights of use and exemption from liability
12.1. The services provided by the contractor (such as testing and
advisory services) in connection with the execution of the
contract may only be used for the purposes agreed by
contract. Unless otherwise agreed in specific cases, the
contractor shall therefore grant the client a simple, non-
transferable right to use its copyrightable services that is
limited in terms of time and location. Further rights are
explicitly not granted to the client, including but not limited
to the right to process, change, or only use part of the
contractor’s services.
12.2. If, in the contract, the contractor grants the client a right to
use the contractor’s test and/or certification mark to the
agreed extent, the client may only do so for the purpose or
scope of certification provided for in the contract, and only
as supplied by the contractor (without modification).
12.3. Any more extensive use of the contractor’s branding or
other marks, such as the “AM Raylike” or “AMR” word
mark or logo, shall require the contractor’s explicit,
written consent in advance.
12.4. If the client violates the above provisions, the contractor
may at any time prohibit the client from making any further
use of the contractor’s outputs, test/certification marks
and/or branding. The client is obliged to hold the contractor
harmless against all third-party claims, no matter what their
legal basis (e.g. competition law), relating to the use of the
contractor’s outputs, test/certification marks and/or
branding, as well as all associated expenses, in the first
instance of being asked to do so.
13. Confidentiality and archiving obligations
13.1. The relationship of trust between both parties requires
strict confidentiality. Both the contractor and the client are
obliged to maintain secrecy with respect to each other’s
confidential information. This obligation shall remain in
effect for five years after the termination of the contract.
The obligation shall not apply to information
a) That can be shown to have already been known by the
recipient when the contract was concluded, or to have been
subsequently received from a third party without violating
a confidentiality agreement, statutory provisions or official
directives
b) That were public knowledge when the contract was
concluded or subsequently became public knowledge
without violating provisions of the contract
c) That must be disclosed due to statutory obligations, or
on the instructions of a court or authority. The recipient that
is required to disclose the information must notify the
other contracting party of this fact in advance (insofar as it
is permitted and able to do so) in order to give it the
opportunity to take steps to prevent said disclosure
d) That the recipient developed itself or had developed,
independently of gaining knowledge of the confidential
information.
13.2. The contractor shall keep documents relating to the
contract insofar as it is required to do so by a statutory or
official archiving obligation, or a DIN or certification
standard. The contractor may also keep records for the
purpose of documentation. Any statutory or contractual
claims on the part of the client to have the documents
released shall remain unaffected.
13.3. If the contractor provides e-learning services, every par-
ticipant shall be given their own personal access details.
The use of e-learning services (course contents etc.) shall
be limited to those participants and a specific period of time.
Access details may not be disclosed to third parties.
14. Data protection
14.1. The contractor shall only process and use personal infor-
mation for the purposes of the contract and for marketing
purposes, insofar as it is permitted to do so by law without
obtaining separate consent. The client may object to the use
and disclosure of its data for marketing purposes at any
time, with effect for the future.
14.2. In all other respects, the client shall have a right to know
what data on it the contractor has stored, and to demand
that it be corrected, restricted or deleted, in accordance
with the provisions of data protection law.
15. Prohibition of headhunting
The client and the contractor may not headhunt each other’s employees for the duration of their partnership and for 24 months after it has ended.
16. Final provisions/place of jurisdiction
16.1. The place of performance for all services is the contractor’s
registered office.
16.2. The courts responsible for the contractor’s registered office
shall have jurisdiction over all claims arising from the
contractual relationship, insofar as the client is a business-
person, a legal entity under public law or a special fund
under public law. The contractor may also file lawsuits
with a court that is responsible for the client’s registered
office or one of its branch offices.
16.3. These provisions, and the associated orders/contracts etc.
and their interpretation, are governed by the laws of the
Federal Republic of Germany to the exclusion of inter-
national law, including but not limited to the United Nations
Convention on Contracts for the International Sale of Goods
CISG).
16.4. If one or more provisions of the contractual relationships
with the client are or become invalid, this shall not affect the
validity of the remaining provisions of the contractual
relationships. In this case, the contracting parties undertake
to agree on a valid provision that comes as close as possible
to reproducing the intention and purpose of the economic
objectives of the invalid provision. This shall also apply
mutatis mutandis if the contractual relationship contains an
irregular loophole that is to be closed by means of a
supplementary interpretation of the contract.