Status November 2019

I. General provisions

1 The offers of SOHARD Embedded Systems GmbH (hereinafter: “SOHARD” or “Supplier”) are subject to change. A contract is only concluded when SOHARD has confirmed an order in writing or has begun to execute it.
2. the order confirmed in writing by SOHARD or another order document signed by both parties shall be decisive for the scope of the deliveries or services to be provided by SOHARD (hereinafter: “deliveries”).
3 SOHARD shall make all deliveries on the basis of these terms of delivery. These shall also apply to future transactions with the customer. The customer’s general terms and conditions shall only apply insofar as SOHARD has expressly agreed to their validity in writing.
4 SOHARD reserves its property rights and copyrights to cost estimates, drawings and other documents (hereinafter referred to as “documents”) without restriction. The documents may only be reproduced or made accessible to third parties with the prior consent of SOHARD and must be returned to SOHARD immediately upon request if the order is not placed. Sentences 1 and 2 shall apply accordingly to the Customer’s documents; however, these may be made accessible to third parties that SOHARD involves in the provision of services.
5. partial deliveries are permissible insofar as they are reasonable for the customer.

II Prices and terms of payment

1. deliveries shall be invoiced in accordance with the prices listed in the relevant order document. Installation services, such as set-up or assembly, must be ordered and paid for separately by the customer.
2 SOHARD’s prices are ex works plus VAT. Packaging costs and plus the applicable value added tax.
3. if SOHARD has accepted installation services and nothing to the contrary has been agreed, the Customer shall bear all necessary ancillary costs such as travel and transportation costs in addition to the agreed remuneration.
4. in the event of default in payment, the customer shall pay interest at a rate of eight percentage points above the prime rate.
5. the customer may only offset such claims and exercise a right of retention (including the right to demand fulfillment step by step in accordance with § 320 BGB) which are undisputed or have been legally established. Furthermore, the customer may only exercise a right of retention in relation to claims arising from the same contractual relationship.

III Retention of title

1. goods delivered shall remain the property of SOHARD until all claims against the Customer arising from the business relationship at the time of delivery have been fulfilled (hereinafter referred to as “reserved goods”).
2. during the existence of the retention of title, the customer is prohibited from pledging or assigning the goods subject to retention of title as security and resale is only permitted in the ordinary course of business.
3. the customer hereby assigns to SOHARD the claims arising from the resale or any other legal reason (e.g. unauthorized action) with regard to the reserved goods in the amount of the invoice value of the reserved goods. This also applies to the balance claim from an agreed current account. SOHARD authorizes the customer to collect the claims assigned to SOHARD for the account of SOHARD in its own name. SOHARD is entitled to revoke the direct debit authorization and to demand disclosure of the claims accruing to the customer if the customer is in default of payment, if individual enforcement proceedings are initiated against the customer, if a significant deterioration in assets occurs or in the event of insolvency proceedings.
4. in the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must point out SOHARD’s ownership and inform SOHARD immediately.
5. in the event of breaches of duty by the customer, in particular default of payment, SOHARD shall be entitled to withdraw from the contract and to take back the reserved goods; the customer shall be obliged to surrender them.

IV. Deadlines for deliveries and default

1. delivery deadlines are non-binding unless they are expressly designated as binding in the order document.
2. compliance with delivery deadlines presupposes the timely receipt of all documents to be supplied by the customer, necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the customer. If these requirements are not met in time, the deadlines shall be extended appropriately; this shall not apply if SOHARD is responsible for the delay. We reserve the right to correct and timely self-delivery.
3. if non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events, e.g. strike, lawful lockout, for which the party that must comply with the deadline is not responsible, the deadlines shall be extended accordingly.
4 In the case of non-binding delivery deadlines, SOHARD shall only be in default upon a written request from the Customer, which may be made no earlier than one month after the expiry of the non-binding delivery deadline.

V. Transfer of risk and acceptance

1. the risk of accidental loss of the delivery (“risk”) shall pass to the customer as follows:
a) for deliveries without installation or assembly, upon handover to the transport person. This also applies to carriage paid delivery. At the Customer’s request and expense, SOHARD shall insure deliveries against the usual transportation risks.
b) in the case of delivery with installation or assembly, upon handover at the customer’s premises or, if expressly agreed in writing for services other than work, upon completion of a faultless test run.
c) in the case of work services, upon acceptance.
2. if dispatch, delivery, the start or performance of installation or assembly, handover at the customer’s premises or the test run is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.
3. the acceptance of work services must be carried out immediately after notification of readiness for acceptance.
4. insofar as partial deliveries of work services have been agreed or are permitted in accordance with Art. I No. 5, the customer must also carry out partial acceptances at the request of SOHARD.
5. if an acceptance is not carried out on time or not completely through no fault of SOHARD, the delivery concerned shall be deemed to have been accepted at the end of the third working day after notification of readiness for acceptance.
6. a delivery shall also be deemed to have been accepted if the delivery is put into operation without SOHARD’s consent.
7. the customer must create the necessary conditions for carrying out an acceptance procedure. With the exception of SOHARD’s personnel costs, the customer shall bear all costs associated with acceptance.
8. the customer may not refuse acceptance due to insignificant defects, notwithstanding his rights under Art. VI.

VI Material defects

SOHARD shall be liable for material defects as follows:
1. all those parts or services that exhibit a material defect within the limitation period – regardless of the operating time – the cause of which already existed at the time of the transfer of risk, shall be repaired, redelivered or provided again free of charge at SOHARD’s discretion (“subsequent performance”).
2. claims for defects shall lapse after 12 months.
3. claims due to recognizable defects are excluded if the customer does not notify SOHARD in writing within five working days after delivery or, in the case of work services, before acceptance. Claims due to hidden defects are excluded if the customer does not notify SOHARD of these in writing within five working days of their discovery.
4. if the subsequent performance fails, the customer may withdraw from the contract in accordance with the statutory provisions or demand a reduction in the remuneration.
5. claims for defects in the form of withdrawal or compensation in lieu of performance shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of usability.
6. claims for defects shall also not exist in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment, defective construction work, unsuitable building ground or which arise due to special external influences which are not provided for in the contract, as well as in the event of non-reproducible software errors. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
7. claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the object of the delivery has subsequently been taken to a place other than the place of delivery of the customer, unless the transfer corresponds to its intended use.
8. if the customer wrongly asserts claims for defects, SOHARD may demand reimbursement of the costs incurred as a result.
9. a recourse of the customer acc. § 478 BGB against SOHARD is only possible to the extent that the customer has not made any agreements with his customer that go beyond the statutory claims for defects. For the scope of recourse pursuant to Section 478 para. 2 BGB (German Civil Code) against the supplier, point 8 shall apply accordingly.
10. for claims for damages, Art. IX. Further claims or claims other than those regulated in this Art. VII against SOHARD and its vicarious agents due to a material defect are excluded.

VII Industrial property rights of third parties; defects of title

1. unless otherwise agreed, SOHARD is obliged to provide the deliveries free of industrial property rights of third parties and other rights of third parties that affect the use of the delivery (hereinafter: “property rights”) only in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of property rights by deliveries made by SOHARD and used in accordance with the contract, SOHARD shall be liable to the customer within the period specified in Art. VI No. 2 as follows:
a) SOHARD shall, at its own discretion and at its own expense, either obtain a right of use for the deliveries in question, modify them so that the property right is not infringed, or replace them. If this is not possible for SOHARD under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction.
b) SOHARD’s obligation to pay damages shall be governed by Art. IX.
c) The aforementioned obligations of SOHARD shall only apply if the customer immediately notifies SOHARD in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to SOHARD. If the customer ceases to use the delivery in order to minimize damage or for other important reasons, he is obliged to point out to the third party that the cessation of use does not constitute an acknowledgement of an infringement of property rights.
2. claims of the customer are excluded if he is responsible for the infringement of property rights.
3. claims of the Customer are also excluded if the infringement of property rights is caused by special specifications of the Customer, by a non-contractual use or by the fact that the delivery is modified by the Customer or used together with products not supplied or recommended by SOHARD.
4. in the event of infringements of industrial property rights, the provisions of Art. VI No. 8 and 9 shall apply accordingly.
5. further claims or claims other than those regulated in this Art. VII against SOHARD due to an infringement of property rights are excluded, with the exception of claims for damages limited in accordance with Art. IX limited claims for damages are excluded.

VIII. Contract adjustment

If unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the deliveries or have a significant impact on SOHARD’s operations, the contract shall be adjusted appropriately in good faith. If this is not economically justifiable, SOHARD shall have the right to withdraw from the contract.

IX. Liability of SOHARD

1 SOHARD shall be liable without limitation in cases of intent and in cases of gross negligence on the part of executive employees and bodies.
2 SOHARD shall only be liable for damages caused by slight negligence if these are attributable to material breaches of duty that jeopardize the achievement of the purpose of the contract, or to the breach of duties whose fulfilment is essential for the proper performance of the contract.
3. compensation for damages in the cases mentioned in Art. IX No. 2 shall be limited to the foreseeable damage typical for the contract. This shall also apply to damages caused by gross negligence on the part of a simple vicarious agent of SOHARD (i.e. not an executive employee or organ).
4. in the cases mentioned in Art. IX No. 2, the customer’s claims shall become time-barred two years after the date on which the claim arose and the customer became aware of it. Irrespective of knowledge, claims for damages shall lapse at the latest 3 years after the damaging event. For claims due to defects, Art. VI No. 2.
5 SOHARD shall not be liable for loss of profit.
6. the above limitations of liability shall also apply in the event of any claims for damages by the customer against employees and agents of SOHARD.
7. the above limitations of liability shall not apply in the event of liability for injury to life, limb or health, due to the assumption of a guarantee for the quality of an item and for liability under the Product Liability Act.

X. Place of jurisdiction, choice of law, place of performance

1. the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Fürth. However, SOHARD shall also be entitled to file suit at the customer’s registered office.
2. the contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. the place of performance for all obligations arising from the contract is Fürth.

XI. Return of old electrical appliances

1 SOHARD shall be responsible for the proper disposal of the delivered goods after the end of use. The customer shall bear the costs of transportation of the goods to SOHARD.
2. the customer shall contractually oblige commercial third parties to whom he passes on the delivered goods to dispose of them properly at their expense in accordance with the statutory provisions after the end of use and to impose a corresponding further obligation in the event that they are passed on again. If the customer fails to contractually obligate third parties to whom he passes on the delivered goods to assume the obligation to dispose of the goods and to continue to do so, the customer shall be obliged to take back the delivered goods after the end of their use at his own expense and to dispose of them properly in accordance with the statutory provisions.
3. the manufacturer’s claim to takeover/release by the customer shall not expire before the expiry of two years after the final termination of use of the device. The two-year period of suspension of expiry shall commence at the earliest upon receipt by the manufacturer of a written notification from the customer of the termination of use.

XII. Miscellaneous

1. amendments to these terms of delivery must be made in writing to be binding. This also applies to the waiver of this written form requirement.
2. the contract shall remain binding in its remaining parts even if individual points are legally invalid. This does not apply if adherence to the contract would represent an unreasonable hardship for one of the parties.
3. we are entitled to store customer data within the framework of the statutory provisions, in particular the Federal Data Protection Act, and to process it within the company.

Status June 2009

§ 1 General provisions

(1) The offers of SOHARD Software GmbH (hereinafter referred to as “SOHARD”) are non-binding. A contract is only concluded when SOHARD has confirmed an order in writing or has begun with its execution.

(2) The scope of the services to be provided by SOHARD shall be determined by the order confirmed in writing by SOHARD or another order document signed by both parties.

(3) SOHARD provides all services on the basis of these terms and conditions. These shall also apply to future transactions with the client. The customer’s general terms and conditions shall only apply insofar as SOHARD has expressly agreed to their validity in writing.

(4) SOHARD reserves its property rights and copyrights to cost estimates, drawings and other documents (hereinafter referred to as “documents”) without restriction. The documents may only be reproduced or made accessible to third parties with the prior consent of SOHARD and must be returned to SOHARD immediately upon request if the order is not placed. Sentences (1) and (2) shall apply accordingly to the client’s documents; however, these may be made accessible to third parties that SOHARD involves in the provision of services.

(5) Partial deliveries are permissible insofar as they are reasonable for the client.

§ 2 Scope of the transferred rights of use

(1) For the use of the software and documentation (together “Contractual Service”), the Client shall receive a non-exclusive right of use, unlimited in time and limited in territory to the country of the place of performance, for the contractually intended purpose. Insofar as the contractual service consists of the production or adaptation of computer software, the client shall be entitled to the provision of the machine program to be used by him and user documentation. The provision of the source code is only owed if this has been expressly agreed.

(2) The client is not entitled to rent or lease the contractual services, to provide the software products to third parties in the context of a service bureau, in the form of application service providing or in any other form to third parties for a fee or free of charge for a limited period of time.

(3) The client may only transfer the rights of use granted to him to third parties if he (1) notifies SOHARD of this in writing in advance, (2) has caused the recipient to confirm in writing that the provisions of this agreement on the scope of the rights of use bind him or her and (3) the client does not retain any copies of the contractual services. SOHARD may object to the transfer if (1) the recipient is or may be in competition with SOHARD or (2) the transfer results in an export or re-export that is in conflict with applicable export restrictions.

§ 3 Cooperation between the contracting parties, obligations to cooperate

(1) SOHARD shall receive from the client all documents, information and data required for the preparation of the contractual services. This includes a complete description of services and procedures, as well as test data, particularly for the acceptance test in the case of work services. The service and process descriptions must be available to SOHARD in a final and binding version at the start of the development work.

(2) If SOHARD also receives the order to prepare the service and process descriptions, these shall become binding at the latest upon approval of the descriptions by the client. Such individual services shall be deemed to have been approved if the client does not expressly refuse approval within two weeks of delivery due to significant reasons.

(3) If a contractual partner wishes to change binding documents, information and data or approved individual services, the change shall only become binding if the other contractual partner agrees to it in writing.

(4) When placing the order, each contracting party shall appoint a competent employee who can provide the information required for the execution of this contract and bring about decisions.

(5) If work is carried out on the client’s business premises, the client shall provide the necessary premises and work equipment free of charge.

§ 4 Prices and terms of payment

(1) The services shall be invoiced in accordance with the prices listed in the relevant order document. The client must order and pay for installation services separately.

(2) SOHARD’s prices are net prices. They are subject to the value added tax applicable at the time of invoicing.

(3) If SOHARD has accepted installation services and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel and transportation costs in addition to the agreed remuneration.

(4) Payment is due immediately and must be made without deduction within 30 days of the invoice date.

(5) If SOHARD incurs additional work and/or test time due to a subsequent change to the service or process description by the client or due to other circumstances for which the client is responsible, this work shall be remunerated by the client at SOHARD’s usual rates. The same applies in deviation from § 8, insofar as defects in the services to be provided by SOHARD are caused by circumstances for which the customer is responsible, in particular by errors in the documents or data that SOHARD has received from the customer in accordance with § 3 No. 1.

(6) If the customer is in default of payment, SOHARD shall be entitled to demand default interest in the amount of eight percentage points above the base interest rate.

(7) The client may only offset such claims and exercise a right of retention (including the right to demand fulfillment step by step in accordance with § 320 BGB) which are undisputed or have been legally established. Furthermore, the client may only exercise a right of retention in relation to claims arising from the same contractual relationship.

§ 5 Retention of title

(1) Insofar as SOHARD delivers items to the customer as part of the services, these shall remain the property of SOHARD until all claims against the customer arising from the business relationship at the time of performance have been fulfilled (hereinafter referred to as “reserved goods”).

(2) For the duration of the retention of title, the client is prohibited from pledging or assigning the goods subject to retention of title as security.

(3) In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must point out SOHARD’s ownership and notify SOHARD immediately.

(4) In the event of breaches of duty by the customer, in particular in the event of default of payment, SOHARD shall be entitled to withdraw from the contract and to take back the goods; the customer shall be obliged to surrender them.

§ 6 Deadlines for deliveries and default

(1) Delivery periods are non-binding unless they are expressly designated as binding in the order document.

(2) Compliance with deadlines for services shall be subject to the timely receipt of all documents to be supplied by the client, necessary approvals and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the client. If these requirements are not met in time, the deadlines shall be extended accordingly; this shall not apply if SOHARD is responsible for the delay. We reserve the right to correct and timely self-delivery.

(3) If non-compliance with the deadlines is due to force majeure, e.g. mobilization, war, riot, or similar events, such as strike, lawful lockout, for which the party that must comply with the deadline is not responsible, the deadlines shall be extended accordingly.

(4) In the case of non-binding delivery deadlines, SOHARD shall only be in default upon a written request from the customer, which may be made no earlier than one month after the expiry of the non-binding delivery deadline.

(5) If SOHARD is in default, the customer may – if he can credibly demonstrate that he has suffered damage as a result – demand compensation for each completed week of delay of 0.5%, but no more than a total of 5% of the price for the part of the service that could not be put into appropriate operation due to the delay. Any further claims of the customer due to the delay are excluded if SOHARD has only acted with slight negligence.

(6) At SOHARD’s request, the client is obliged to declare within a reasonable period of time whether it insists on the provision of the service due to the delay and/or which of the claims and rights to which it is entitled it is asserting.

§ 7 Transfer of risk and acceptance

(1) The risk of accidental loss of work services shall pass to the client upon acceptance.

(2) If acceptance is delayed for reasons for which the client is responsible or if the client is in default of acceptance for other reasons, the risk shall pass to the client.

(3) The customer must accept work services within two weeks of SOHARD’s notification of completion. If no defects preventing acceptance are reported during this period, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place when the contractual service has been put into use – if applicable after completion of an agreed test phase.

(4) The client may not refuse acceptance of contractual services due to insignificant defects, notwithstanding its rights under § 8.

§ 8 Material defects

SOHARD shall be liable for material defects in work services as follows:

(1) All services that exhibit a material defect within the limitation period, the cause of which was already present at the time of the transfer of risk, shall, at SOHARD’s discretion, be repaired, redelivered or provided again free of charge (hereinafter referred to as “subsequent performance”). Subsequent performance may also be effected by providing a new version of the software in question.

(2) Claims for defects shall become time-barred after 12 months.

(3) Claims due to recognizable defects are excluded if the client does not notify SOHARD of these in writing before acceptance. Claims due to hidden defects are excluded if the client does not notify SOHARD of these in writing within five working days of their discovery.

(4) If the rectification of defects fails, the client may – without prejudice to any claims for damages limited in accordance with § 10 – withdraw from the contract in accordance with the statutory provisions or demand a reduction in the remuneration.

(5) Claims for withdrawal or compensation instead of performance due to defects do not exist in the case of only insignificant deviation of the services from the agreed quality or an insignificant impairment of usability.

(6) Claims for defects shall also not exist for extensions to the software created by the customer via interfaces provided by SOHARD for this purpose. If improper modifications or repair work are carried out by the client or third parties, no claims for defects shall exist for these and the resulting consequences.

(7) SOHARD may choose whether to diagnose and rectify defects at the customer’s premises or at SOHARD’s premises. SOHARD shall receive from the customer the documents and information required to rectify the defect.

(8) Claims by the client for expenses incurred for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the services have subsequently been moved to a location other than the place of performance, unless the relocation corresponds to their intended use.

(9) If the customer wrongfully asserts claims for defects, SOHARD may demand reimbursement of the costs incurred as a result.

(10) Further claims or claims other than those regulated in this § 8 of the client against SOHARD and its vicarious agents due to a material defect are excluded.

§ 9 Industrial property rights of third parties; defects of title

(1) Unless otherwise agreed, SOHARD is obliged to provide the contractual services free of third-party industrial property rights and other third-party rights that impair the use of the contractual services (hereinafter referred to as “property rights”) only in the country of the place of performance. If a third party raises justified claims against the customer due to the infringement of property rights by contractual services provided by SOHARD and used in accordance with the contract, SOHARD shall be liable to the customer within the period specified in § 8 para. (2) as follows:

• SOHARD shall, at its own discretion and at its own expense, either obtain a right of use for the contractual services concerned, modify them in such a way that the property right is not infringed or replace the contractual service. If this is not possible for SOHARD under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction.
• SOHARD’s obligation to pay damages shall be governed by § 10.
• The aforementioned obligations of SOHARD shall only apply if the customer immediately notifies SOHARD in writing of the claims asserted by the third party, does not acknowledge an infringement and leaves all defensive measures and settlement negotiations to SOHARD. If the client ceases to use the contractual service in order to minimize damages or for other important reasons, it 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.

(2) Claims of the client are excluded insofar as he is responsible for the infringement of property rights.

(3) Claims of the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by a non-contractual use of the contractual services or by the fact that the contractual services are modified by the customer or used together with products not supplied or recommended by SOHARD.

(4) The provisions of § 8 shall apply accordingly in the event of defects of title in work performances.

(5) Further claims or claims other than those regulated in this § 10 by the customer against SOHARD and its vicarious agents due to an infringement of property rights are excluded, with the exception of claims for damages limited in accordance with § 10.

§ 10 Liability

(1) SOHARD shall be liable without limitation in cases of intent and in cases of gross negligence on the part of executive employees and bodies.

(2) SOHARD shall only be liable for damages caused by slight negligence if these are attributable to material breaches of duty that jeopardize the achievement of the purpose of the contract, or to the breach of obligations whose fulfilment is essential for the proper performance of the contract.

(3) In the cases specified in § 10 (2), compensation shall be limited to the foreseeable damage typical of the contract. This shall also apply to damages caused by gross negligence on the part of a simple vicarious agent (i.e. not an executive employee or organ) of SOHARD.

(4) In the cases specified in § 10 (2), the client’s claims shall become time-barred two years after the date on which the claim arose and the client became aware of it. Irrespective of knowledge, claims for damages shall lapse at the latest 3 years after the damaging event. Section 8 (2) applies to claims for defects.

(5) SOHARD shall not be liable for loss of profit.

(6) The above limitations of liability shall also apply in the event of any claims for damages by the client against employees and agents of SOHARD.

(7) The above limitations of liability shall not apply in the event of liability for injury to life, limb or health, for fraudulent concealment of defects, for the assumption of a guarantee for the quality of an item and for liability under the Product Liability Act.

§ 11 Confidentiality, duty of safekeeping

(1) SOHARD shall use and treat confidentially all documents, information and data of the customer which the customer designates as confidential – and which have not become generally known, of which SOHARD has not otherwise gained knowledge, which SOHARD has not developed independently or which SOHARD is not required to disclose due to a court or official order – only for the execution of this contract. SOHARD shall impose corresponding obligations on subcontractors.

(2) SOHARD shall keep the documents and data it receives for the execution of the contract only until the expiry of two months after the provision of services or the acceptance of work services.

§ 12 Place of jurisdiction and applicable law

(1) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Fürth. However, SOHARD shall also be entitled to file suit at the customer’s registered office.

(2) The legal relationships in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

§ 13 Miscellaneous

(1) Amendments to these terms and conditions must be made in writing to be binding. This also applies to the waiver of the written form requirement.

(2) The contract shall remain binding in its remaining parts even if individual provisions are legally invalid. This does not apply if adherence to the contract would represent an unreasonable hardship for one of the parties.