Terms of Service

§ 1 General, Scope, Definitions, Allocation of Burden of Proof, Notes on the "Open Beta" Topic

(1) If not explicitly regulated otherwise (e.g. in a framework agreement between us and our customer), our GTC shall exclusively apply to the entire business relationship with the customer, including the contractual initiation phase as well as to the provision of information. In particular, these GTC shall apply to the use of our product - "WETOG" (cf. in particular § 2, hereinafter referred to as WETOG or also as "Product") - by the Customer. Contradictory conditions, conditions deviating from these GTC or other (unilateral) conditions of the customer (e.g. such conditions which have not been regulated in these GTC) shall only be accepted by us if we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we perform our services for the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our General Terms and Conditions. In the absence of a contradiction to our order confirmation, the customer waives the right to invoke any defense clauses contained in his general terms and conditions (e.g. his terms and conditions of purchase).

(2) Insofar as the following refers to claims for damages, this also refers to claims for reimbursement of expenses within the meaning of § 284 BGB. As far as in the following "our product" (or similar) is mentioned, this means in particular the product described in more detail in § 2 (i.e. WETOG). Should further products be developed / marketed by us, these GTC shall apply to their use by the customer in the same way, even if such products are not specified in more detail here. Insofar as the following refers to business or operational, this term is congruent with company or entrepreneurial in the sense of § 14 BGB. Insofar as only masculine terms are used in these GTC (e.g. customer, user or employee), this is done solely for reasons of simplification / linguistic smoothing and naturally includes all existing genders.

(3) Material contractual obligations are those that protect the customer's material contractual legal positions, which the contract is intended to grant the customer according to its content and purpose. These obligations also include those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer has regularly relied or may rely.

(4) The assignment of claims of the customer arising from this contractual relationship, including the issuance of corresponding collection orders, shall require our prior written consent - if the claims are not monetary claims within the meaning of § 354a of the German Commercial Code (HGB).

(5) The provisions used in these GTC do not intend to change / redistribute the burden of proof. This applies in particular to provisions that contain formulations such as "unless", "if not", "only then", "this does not apply if" or similar and such provisions that have limitations or exclusions of liability as their subject matter.

(6) If these GTC contain special formal requirements, this shall not affect the priority of the individual agreement (in written, textual or oral form) pursuant to Section 305b BGB.

(7) Currently our product WETOG is - qua software development status - in the so-called "Open Beta" phase. This means that the complete market maturity of the product (this state is called "release version" by us and will be announced with corresponding advance) has not yet been reached and therefore with higher probability than with completely market-ready products with remaining need for improvement / application impairments (e.g. in terms of programming errors, functionality scope, running stability, etc.) is to be expected, updates may (have to) be carried out at very short notice, possibly also without advance notice, etc.. If the customer requires a maximum of product maturity (with corresponding error minimization) for specific purposes, it may be advisable to wait for the availability of the release version of WETOG.

§ 2 Specifically to the provided product WETOG (information and characteristics); duty of consultation, cooperation of the customer

(1) The Product / WETOG is a business-to-business Software-as-a-Service solution, which provides the Customer within the booked period of use (i.e. during the term of the contract) with a digital communication platform, via which the Customer may, among other things - partially or completely - conduct and store its business correspondence (e.g., in the relationship between employees or between employees and external parties, collectively "Customer's Business Data") in an encrypted manner within organizational structures (e.g., channels, chats, etc.) oriented to convenience and/or expediency ("Contractual Service"). Details on the scope and functionalities of WETOG including usable sub-programs and customer-side individualization options can be found in the "Technical Description", which is available online via the following link (the "TB Website"): https://wetog.de/technische-beschreibung and may be subject to changes from time to time (e.g. upon the addition of new features, the possible deactivation of possible partial services, etc.). Part of the technical description are also available video sequences (in the manner of tutorials), which explain in short form various program processes, usage options, etc.. The customer is recommended to visit the TB website regularly in order to be able to use WETOG optimally. In case of significant innovations etc. we inform our customers separately in a suitable way.

We offer different "access variants" to the product. Currently, either the customer's own resources (so-called "on-premise" variant) or cloud-based solutions ("remote" servers) can be used as storage and operating medium, depending on the customer's choice. On-premise variants are always customized solutions for the respective customer, the implementation of which requires a separate agreement between the latter and us ("on-premise contract"). In the case of the remote variant, the server service is provided to the customer by means of external specialist companies ("providers"), whereby we exclusively select servers with locations in Germany, operated by renowned companies (such as Deutsche Telekom AG). We work exclusively with so-called dedicated server(s), so that each customer is assigned a technically / equipment-wise independent server unit ("customer server"). Regardless of the access variant, the product is designed in such a way that only the customer himself has access to his operating data. If, when using a remote server, the external service is to be qualified as that of a commissioned processor, we shall ensure that this is backed up by a guarantee contract within the meaning of Art. 28 DSGVO. If we ourselves qualify as a processor within the meaning of the aforementioned law (although we do not have access to the contents of the user accounts for system-related reasons), we shall (if necessary, additionally) conclude an independent guarantee agreement with the customer within the meaning of the aforementioned law.

(2) Without the occurrence of further circumstances, information provided by us on the product shall not constitute any warranties of characteristics or guarantees with regard to the same; rather, in this respect, it is merely a matter of experience / average values, regardless of where (e.g. printed matter, Internet) and in what form (illustrations, sketches, performance descriptions, etc.) we provide corresponding information. Tolerances, deviations and changes in function and appearance that are customary in the trade / industry / product or are system-related shall not affect the contractual conformity of the product. The same shall apply to product-related further developments (incl. error corrections), updates or the like. (altogether "permissible product modifications"), which are carried out in compliance with the contractual interest in equivalence and the limits of reasonableness for the customer. If it is apparent to us that Permitted Product Modifications may have a significant impact on the Customer's operations, we shall inform the Customer thereof in a timely manner (in advance, if possible) in a form to be determined according to the situation.

(3) We and the customer agree that the customer itself is a "specialist" and is able to competently assess whether the product, not least also in its current development stage, is suitable for the purposes of its operation. This shall also apply to any instructions for use issued by us. Any obligation on our part to provide advice shall in any case require the existence of a corresponding, expressly concluded written agreement.

(4) Information on the quality of the product, irrespective of the context in which it is given and irrespective of whether it is a technical description, pictorial representation, analysis data, etc., shall only constitute information on the quality of the product if we have expressly designated the same as a "quality of the product". The assumption of a guarantee by us presupposes that we have assured a (product) property or a performance success as "legally guaranteed" in written form.

(5) Any test materials, equipment, documentation, records or the like provided by us, whether tangible or not, of which it is not obvious by the nature of their condition, the circumstances of their handover, etc., that their final retention by the customer is in accordance with normal commercial practice, shall remain our property.

(6) If we offer the use of the product on the basis of test versions, trial runs, presentations, etc., then in any case such deviations between the same and the delivered product are permissible that have no significant negative impact on the normally intended use of the product (and any agreed product specifications are complied with), unless otherwise agreed. Paragraph 2 shall remain unaffected, as shall Section 1 (7).

§ 3 The use of WETOG (content and limits); service description

(1) Our service towards the customer consists in granting the customer the possibility to use WETOG for a limited period of time, namely for the agreed period of use, in return for a fee (in accordance with the more detailed provisions of § 6). For this purpose, the customer has to perform an independent registration for each desired user (natural person, e.g. an employee of the customer) within the section of WETOG provided for this purpose and thus to create a "user account". Details on the scope of use of WETOG (functions, operation etc.) as well as the registration process are (in particular also) contained in the Technical Description of WETOG (cf. § 2 para. 1; link reference there). The use of WETOG takes place online, i.e. via an existing internet connection, regarding the choice and the nature of which the customer is free, which he orders on his own responsibility and the costs of which are to be borne by him. In general, WETOG may only be used for legally compliant purposes of an operational nature.

(2) The customer may only use WETOG via the contractually agreed / by WETOG assigned access variants and in the personal registered scope. If a certain user account is to be used by another (natural) person, the customer has the possibility of a corresponding re-registration. An independent user account must be created for each additional / new user. A user account is - namely for (data) security reasons - linked to one (WETOG-compatible) device each in such a way that in each specific application situation the product can only be used on one device (e.g. on a specific laptop) and other devices (e.g. another laptop, a tablet or also a desktop computer) are subject to a time-identical usage block. A simultaneous use of WETOG via a user account on multiple devices is thus excluded. As soon as a logout from the user account takes place on the initially used device, WETOG can immediately be used (again) on another device.

(3) The concrete allocation of booked user accounts to the respective relevant person (e.g. employee of the own company) is carried out by the customer by way of exercising a corresponding allocation authority granted by WETOG, specifically by sending a corresponding invitation to the intended user to use WETOG for the customer's business purposes. Details on this can be found in the Technical Description.

§ 4 Offer and Acceptance, Marketability of the Product, Reverse Engineering and IPR

(1) Insofar as offers made by us are not expressly marked as binding, they are made without engagement. They are therefore to be understood as an invitation to the customer to make us an offer, regardless in which form and via which sales channel (e.g. www.wetog.de) we offer possibilities of use with regard to WETOG. The activation of user accounts by WETOG can only be considered as an implied acceptance of a corresponding customer offer (e.g. received online) - irrespective of any payment already made - if we do not deactivate the user account again within a check period of 3 working days after activation. We will only take such a measure in exceptional cases and only if there is an important reason within the customer's sphere of influence. In such cases, WETOG will immediately refund any usage fee already paid.

(2) If the Customer's order/assignment qualifies as an offer in the legal sense, we may accept it within 7 (seven) working days, regardless of the form in which it is transmitted to us. As a rule, such acceptance shall be effected by our sending the customer a corresponding order confirmation within the aforementioned period. Acceptance can also be made in particular by sending an order confirmation by email and / or the activation of user accounts (cf. also para. 1 above), namely in the case of an order via our website.

(3) The customer is obliged to refrain from all activities which are aimed at or could lead to obtaining information about the technical functioning and background, program sequences, security architecture, codes, source data etc. (collectively: "Sensitive Data") of WETOG. (collectively: "Sensitive Data") of WETOG. In particular, this also means a prohibition of so-called reverse engineering, so that the customer is generally prohibited from obtaining Sensitive Data:

  • (a) to identify, copy or otherwise reproduce / duplicate, including minor forms of reproduction and non-technical methods of duplication (such as sketches, summaries, etc.);
    (b) to analyze in any way whatsoever in order to find out technical components, characteristic specifics, other properties, functionally relevant components or the like of WETOG;
    (c) to treat in any other way which is objectively suitable for or subjectively aimed at the purpose of reverse engineering (in the usual meaning of this term in the - or in corresponding application to the - field of software development).

These obligations to refrain exist regardless of whether the customer carries out such activities itself or has them carried out by others. In particular, the Customer shall also be responsible for ensuring that its employees or other persons employed by it / working for it (irrespective of the specific legal form of the relationship between them) fulfill the obligations incumbent on it as a customer; it shall be liable for them and also for (other) third parties to whom it assigns booked user accounts within the meaning of Section 3 (3) within the meaning of Section 278 of the German Civil Code.

(4) The customer is further obliged not to interfere with any measures, technical precautions etc. of us and / or a provider, which are intended to ensure a secure use of WETOG and the customer's operational data.

(5) The Customer is not permitted to transfer user accounts to third parties (in this context, this also includes companies pursuant to §§ 15 et seq. AktG (German Stock Corporation Act), if applicable in corresponding application), to transfer them for use (e.g. for purposes beyond the Customer's business sphere), to grant sub-user rights, etc.; the Customer's right to allocate user accounts to its employees and similar persons within the meaning of § 3 (3) shall remain unaffected.

(6) We are and remain the sole owner of all intellectual property rights of WETOG and the contractual service including associated further developments (update, upgrades, etc.) as well as related copyrights and other property rights, regardless of whether they are already concretely (formally) protected or merely protectable in the abstract. Our name, the trademark, the logo and / or other protected information may be used by the customer (non-exclusively) only within its own operational sphere within the scope of the proper use of the contractual service; for any use in relation to third parties (as defined in paragraph 5), our express prior written consent is required.

(7) In the absence of any other express agreement, we shall not be liable for the marketability and approvability of our product (including the existence of / possible conflict with third party industrial property rights and copyrights, data protection requirements, etc.) outside the borders of the Federal Republic of Germany. In the event of infringements of industrial property rights and / or copyrights (IPR) alleged by third parties, the customer is obliged to notify us thereof immediately and comprehensively, not to acknowledge the alleged infringement and to reserve all defense measures and settlement negotiations for us. Insofar as such IPR infringements come about due to special requirements of the customer or an application not foreseeable for us or are based on the fact that the customer has modified our products or brought them into connection with third-party products not originating from us, claims of the customer shall be excluded.

§ 5 Delivery, delivery and performance periods in general as well as in special situations; force majeure, availability of contractual performance

(1) A possibly agreed start date for the contractual service requires, in particular for the on-premise variant, in addition to its express written or textual agreement, the clarification of all details (e.g. questions of a technical nature) regarding the respective order. It also requires the fulfillment of all existing cooperation activities on the part of the customer (in particular for the on-premise variant) and contractual obligations already due at this point in time; the objection of non-fulfillment of the contract remains reserved.

(2) The contractual service shall be made available to the Customer ("Delivery") by activating corresponding user accounts for the ordered number of users (or by granting the Customer this activation option itself), by means of which the product can be used immediately. As a rule (in the case of remote solutions), delivery shall take place within a period of a few hours, at the latest within 3 working days, calculated from the customer's order confirmed by us; paragraph 1 shall remain unaffected.

(3) If there is a delay in delivery for which we are responsible and if the customer suffers damage as a result, the customer shall be entitled to demand from us a lump-sum compensation for delay in the amount of 0.5 (zero point five) %, based on the affected net value (of the affected part) of its order, for each commenced week of delay, but not more than a maximum of 5 (five) % of the said value. The Customer shall be entitled to further claims (for damages) only under the additional conditions of § 8 para. 1 - para. 3.

(4) In the event of circumstances of force majeure affecting delivery/service (which in the context of these GTC include natural disasters such as floods, fires, storms, earthquakes, epidemics, etc., as well as mobilization, riots, strikes, lockouts, governmental interventions, energy and resource shortages, as a whole "force majeure"), we shall be entitled to claim damages. (which in the context of these GTC include natural disasters such as floods, fire, storms, earthquakes, epidemics, etc., as well as mobilization, riots, strikes, lockouts, official interventions, energy and resource shortages, collectively "force majeure") as well as other (operational) hindrances which are neither our fault nor foreseeable nor could have been prevented with economically justifiable effort, and which are expected to last longer than 7 (seven) working days, we shall contact the customer without delay and inform it of the aforementioned circumstances (at least in text form). Agreed delivery periods / dates shall then be postponed accordingly by the duration of the occurrence of such event or the continuation of its consequences; the continuation of the contractual performance shall be postponed accordingly. If the aforementioned duration is not foreseeable with certainty, we shall alternatively be entitled to terminate the part of the contract not yet fulfilled by then; the customer shall be entitled to such a right if it has previously set us a reasonable deadline. Further claims of the customer (in particular the right to claim damages) are excluded in this case.

(5) Even in the absence of force majeure, the (continuous) availability of the contractual service is subject to the reservation:

  • (a) technical disruptions beyond our control (to be realized with reasonable economic effort), such as conditions of generally limited internet connectivity or unforeseeable system and/or server failures, and
    (b) temporary maintenance interventions, which are carried out with regard to (in particular) capacity limits, server stability, security and integrity (e.g. in the case of the remote variant) and / or protection of the product against attacks by so-called hackers or similar, with the aim of stabilizing or improving the range of services offered to the customer. As far as such interventions are initiated by us, we will take into account the legitimate interests of the customer to a reasonable extent, in particular by providing appropriate advance information regarding the aforementioned measures as well as the time of day when they are to be carried out (as far as possible / feasible); and
    (c) the absence of similar or other circumstances comparable to (a) and / or (b) in terms of severity and / or controllability.

§ 6 Prices and Terms of Payment; Subscription, Minimum Contractual Term, Termination of Contract and its Consequences; Offsetting and Retention

(1) All orders / assignments shall be accepted solely on the basis of our price list valid at the time of the order / assignment and the charges shown therein. This is / are available on our website at https://wetog.de/preise; upon request of the customer, this will be transmitted separately. Against payment of the fee, the customer acquires the right to use the contractual service for the (respectively) paid period.

(2) The statutory value added tax is not included in our prices. It shall be shown separately on the invoice at the statutory rate (for the respective performance period) unless so-called net invoices are to be issued for legal reasons (e.g. when applying the so-called reverse-charge procedure in cross-border trade within the EU). Unless otherwise stated in the order confirmation, our prices are exclusive of any costs for customs duties and other fees/public charges for the delivery/service (e.g. country-specific duties in the customer's country if the product is exported there), which may be invoiced separately. Discount deductions without our express (at least textual) consent are inadmissible.

(3) The contractual service is generally offered as a subscription with a minimum term per user account of 6 (six) months. A standard term of 12 (twelve) months can also be booked. Our claim to remuneration for a registered user account exists regardless of whether the same is actually used (or not). If a user account is not terminated by the customer (at least in text form) with a notice period of at least 1 (one) month to the originally intended end of the subscription, the subscription shall be extended without further notice (and, if applicable, also several times) by the original subscription period ("extension period"), but for no longer than (in each case) 12 (twelve) months. Partial terminations are possible under observance of the aforementioned period (e.g. reduction of the number of booked user accounts from 50 to 30). With the termination of the contract (i.e. the effectiveness of the termination on the relevant termination date) we offer the customer in case of the remote variant the possibility (in case of the on-premise variant the data are stored in the direct access area of the customer anyway) to download all communication conducted on WETOG as well as (otherwise) stored, deposited etc. files to his own data carriers via a download function. Files stored on WETOG can be downloaded to own data carriers. Furthermore, there is the possibility to download a special recovery file, by means of which the once set up / individualized user interface of WETOG can / could be restored at a later point in time, should the Customer decide to use WETOG again in the future. Details on this, not least the period to be observed for the possibility of the aforementioned downloads, can be found in the TB. The right to extraordinary termination remains unaffected - for both contracting parties.

(4) During the initial term of the subscription, we guarantee the price valid at the beginning for this entire term. However, this does not apply to renewal periods. Within these, we reserve the right to adjust prices, for example, because we ourselves are subject to increased costs for the provision of the contractual service due to internal or external factors (and these are not offset by reduced costs in other areas). If the price adjusted by us is 20 (twenty) % or more above the original price, the customer shall be entitled to extraordinary termination (which shall require at least text form) of the contractual relationship with us. However, the customer may only exercise this right within 2 (two) weeks after notification of the adjusted price.

(5) Unless otherwise stated in the order confirmation, the price for the respective subscription shall be due in advance in full (i.e. for the entire term) and without deductions ("net cash") as soon as the customer has received a corresponding invoice from us. The statutory regulations concerning the consequences of default in payment shall apply, as the case may be also § 353 HGB (German Commercial Code). We shall be entitled to withhold our contractual performance until the (respective) payment owed by the customer has been made (the value date on our account shall be decisive in this respect).

(6) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or acknowledged by us or are based on a breach of a material contractual obligation (cf. on the term § 1 para. 3) by us. He shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

(7) Payment methods other than cash or bank transfer (including the use of online payment service providers) require separate agreement between us and the customer; this applies in particular to the issuance of checks. If payment is made by bank transfer, the date of receipt (value date) on our account shall be decisive for its timeliness.

(8) Any redemption provisions of the Customer upon payment that deviate from the statutory order of redemption in the case of a majority of debts / types of debts shall be invalid.

§ 7 Subsequent performance in the event of product-related defects and otherwise defective services

(1) Claims for subsequent performance between us and the customer, relating to our product and its possible defectiveness, shall in principle and in particular subject to the following provisions be governed by §§ 536 et seq. BGB. They presuppose, among other things, that any deviation of our product from the agreed or usual quality / usability is not merely of an insignificant nature. Below this threshold, the customer shall not be entitled to terminate the contract. A permissible product modification does not constitute a defect. Otherwise, the current development status of the software (i.e. open beta) shall also be taken into account appropriately for the question of a possible defectiveness of the product.

(2) Defects of the product, regardless of their nature, must be reported to us immediately after discovery. Failure to notify us in due time / incomplete notification of defects occurring during the term of the contract shall result in the complete / pro rata loss of any (possible) claims of the customer in this respect in accordance with Section 536c (2) of the German Civil Code (BGB). Insofar as claims of the customer for the rectification of defects remain after this, we reserve the right to raise the objection of contributory negligence in any case (except in cases of intent). We maintain a support hotline for our customers during the following business hours (Mondays to Fridays from 9 a.m. to 5 p.m.) (with booked telephone support option under the telephone numbers 02191-9348051) and in general an e-mail support via support@wetog.de for technical questions regarding WETOG. Here you can get in touch with our experts (product developers, etc.) and also raise any defect elimination concerns there. If immediate help is not possible, a ticket system is used to process the respective case effectively and promptly.

(3) The Customer's right to substitute performance within the meaning of § 536c of the German Civil Code (Bürgerliches Gesetzbuch - BGB) is excluded, since such a measure does not appear possible without access to / interference with Sensitive Data, while the Customer is subject to a comprehensive cease-and-desist obligation specifically for this area pursuant to § 4 (3). A product-related liability for damages (i.e. due to defects, whether direct or indirect) shall only apply to us under the additional conditions of § 8 para. 1, i.e. in case of a Qualified Fault (see below). This also applies - for the sake of clarification - to cases of § 536a para. 1 var. 1 BGB.

(4) We shall not provide any warranty (and shall not be liable accordingly, except in cases of intent) if our product is used incorrectly contrary to our instructions for use or is otherwise used beyond those computer-related influences as set out as standard influences in our product description / the product-specific data sheet or, if applicable, agreed separately (in writing or textually) between the customer and us.

(5) In the case of non-product-related services (e.g. the performance of an act whose legal qualification lies outside the scope of §§ 535 ff. BGB), the above provisions shall apply mutatis mutandis to the relevant type of contract in the event of (or for the question of) defective performance and any claims for subsequent performance arising therefrom.

§ 8 Liability for damages; exclusion and limitation of liability

(1) We shall be liable for damages in accordance with the statutory provisions, provided that:

  • (a) a breach of duty on our part is due to intent or gross negligence;
    (b) we have culpably breached a material contractual obligation (cf. on the term § 1 para. 3);
    (c) we have suffered injury to life, limb or health as a result of a breach of duty on our part;
    (d) we are in default within the scope of a transaction for delivery by a fixed date, in particular within the meaning of § 286 para. 2 no. 4 of the German Civil Code (BGB) or § 376 of the German Commercial Code (HGB);
    (e) we have assumed the procurement risk or a guarantee with regard to certain products / the performance of certain services or their properties and the product / service could not be procured or the property was not available;
    (f) liability is mandatory by law, e.g. according to the ProdHG.

(2) The liability cases covered by Section 8 (1) shall be referred to as "Qualified Fault" within the scope of these GTC. Within the scope of application of para. 1, we shall be liable for the conduct / fault of our representatives and vicarious agents (collectively "vicarious agents") in the same way as for our own, in which case there must be fault of the degree of severity regulated in § 8 para. 1 on the part of the vicarious agent in any case.

(3) If we or our vicarious agent are only responsible for simple negligence in the scope of application of para. 1 (b) and (d), we shall only be liable for the foreseeable, typically occurring damage.

(4) In all other respects, i.e. outside the scope of liability set out in para. 1, our liability shall be excluded. If our liability is excluded or limited, this shall also apply in favor of our representatives and vicarious agents.

§ 9 Changes to these GTC

(1) We reserve the right to amend these GTC from time to time, e.g. to take into account any changes in legal requirements, market circumstances or product development status.

(2) As a rule (in particular if possible, not contrary to legal requirements and not associated with significant disadvantages for us), we shall inform the customer at least one week in advance before amended GTC (shall) enter into force. In the absence of an objection on the part of the customer within the period specified in the notice of amendment, we shall be entitled to regard this as the customer's consent to the amended GTC. In the event of an objection, we shall consult with the customer in order to reach a mutually agreeable solution on an individual basis, whereby we reserve the right to extraordinarily terminate the contract with the customer if such a solution cannot be reached and adherence to the unchanged GTC is unreasonable for us.

(3) The current version of our GTC is available at the following website (link): https://wetog.de/tos

§ 10 Jurisdiction and Applicable Law, Place of Performance, Export Restrictions, Severability Clause

(1) The German courts shall have exclusive national and international jurisdiction for all disputes arising directly or indirectly from contracts between us and the Customer to which these GTC apply (in whole or in part). If the Customer is a merchant within the meaning of the German Commercial Code (HGB) (for foreign customers: in corresponding application), it shall further apply that only the courts in the judicial district for Remscheid shall have local jurisdiction, unless another, exclusive place of jurisdiction is mandatory by law in this respect. For the sake of clarity, this jurisdiction provision of sentences 1 and 2 shall also apply to such facts between us and the customer which may lead to non-contractual claims within the meaning of EC Regulation No. 864 / 2007. Notwithstanding the foregoing, however, we are and shall remain entitled to sue the customer also at its place of business.

(2) All legal relations between the customer and us shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and those (non-mandatory) provisions of German private international law which (would) refer to foreign law in the specific case. It is expressly clarified that this choice of law is also to be understood as such in the sense of Art. 14 para. 1 b / EC Regulation No. 864 / 2007 and shall therefore also apply to non-contractual claims in the sense of this regulation. If foreign law is mandatory in individual cases, our GTC shall be interpreted in such a way that the economic purpose pursued with them is safeguarded as far as possible.

(3) Unless otherwise stated in the order confirmation, our registered office shall also be the place of performance.

(4) If, in the case of contracts of which these GTC become an integral part by corresponding inclusion, individual or several of their provisions or parts thereof outside these GTC are or become ineffective for reasons other than those of §§ 305 - 310 BGB, this shall not affect the effectiveness of the remaining provisions or their parts; this clause shall be expressly understood as a waiver of the legal consequence of § 139 BGB. The contracting parties are then rather obliged to cooperate in a new regulation which corresponds as far as possible to the economic intentions of the affected provisions / their parts. The same shall apply in the event of gaps in the contract requiring supplementation. § Section 306 of the German Civil Code shall remain unaffected.