General Purchasing Conditions

…of Candy Polstermöbel GmbH, Carina Polstermöbel-Vertriebs GmbH, Candy Sleep GmbH and 3C Holding GmbH

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I. General provisions
1.1. The following conditions apply to all orders and contracts of the 3C Group companies,
Candy Polstermöbel GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
Carina Polstermöbel-Vertriebs GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
Candy Sleep GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
3C Holding GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
Tappol Sp. z.o.o, Słonawy 33A, PL-64-600 Oborniki and
Lind Mobler Slovakia, s.r.o, Priemyselná 2002/6, SK-Krupina 963 01
(hereinafter referred to as the client, even if only one of the companies in question is affected) unless otherwise expressly agreed or required by law. Any conditions of the contractor or supplier (hereinafter referred to as the “contractor”), its GTCs, order confirmations or other conditions of sale shall not be recognised unless the client has expressly agreed in writing that they are applicable. The unconditional acceptance of order confirmations or deliveries shall not be considered recognition of such conditions.
1.2. Orders and contracts are only binding if they are issued in writing or an equivalent form, in an email or through appropriate client electronic portals. Verbal agreements, commitments and declarations of any kind must be confirmed using one of the forms stipulated in the previous sentence.
1.3. These General Purchasing Conditions of the client shall also apply to all future transactions with the contractor.
1.4. The client shall retain rights of ownership and copyrights to all drawings, samples and specifications transmitted with the contract that are the object of the order; they may not be provided to third parties without the express written approval of the client.
1.5. These purchasing conditions shall apply regardless of the legal nature of the contract concluded with the contractor, e.g. for purchasing, service, and work agreements as well as for all other contractual relationships under which the client purchases deliveries from the contractor or takes advantage of the contractor's services, regardless of kind.
1.6. Incoterms shall apply in the version valid on the date of the respective agreement for interpretations of customary international contractual formulations, unless the Incoterms deviate from these General Purchasing Conditions.
1.7. The 3C Group Code of Conduct for Suppliers, as amended, applies for the collaboration.

II. Order, contract documents
2.1. The contractor is obligated to accept the order within 24 hours and confirm the order in a form stipulated in point 1.2 (written or equivalent form). Any deviations must be agreed to in the same form.
2.2. Delivery shall be carried out according to the order or the following instructions of the client by the agreed deadlines.
2.3. The contractor is obligated to expressly state any deviations from the order in its order confirmation, using typographical emphasis.
2.4. If the contractor’s order confirmation contain deviations as defined in point 2.3, the conclusion of the contract requires the express confirmation of the client in a form specified in point 2.1 (written or equivalent form, email or supplier portal).
2.5. The transfer of the order to third parties as well as the engagement of subcontractors require the prior consent of the client in a form specified in point 1.2. (written or equivalent form, email or supplier portal).
2.6. The contractor shall review the inquiry and/or order of the client, in particular to ensure it is plausible, feasible, complete, etc. The contractor must promptly inform the client of any deficiencies.
2.7. If the client and contractor have agreed to quality and delivery specifications, then the contractor hereby undertakes to comply with the same.

III. Delivery terms and deadlines, contractual penalty
3.1. The delivery deadlines indicated in the orders are binding, and are to be understood as the date a delivery should arrive at the place of fulfilment. Delivery terms cover the time from when the order is received by the contractor until goods are delivered at the place of fulfilment. Delivery deadlines are fixed dates, unless otherwise agreed to in writing.
3.2. The contractor shall automatically communicate any changes to dates in writing, without undue delay, in a form specified in point 1.2 (written or equivalent form, email or supplier portal).
3.3. The client is entitled to deny acceptance of goods that are not delivered by the delivery deadline indicated in the order or if only a partial delivery is completed, and to return such goods or have them stored by third parties at the cost and risk of the contractor. Acceptance of late deliveries shall not be understood as a waiver of any recourse claims.
3.4. In case of default, the client shall be entitled to all statutory claims. The contractor shall also be liable in accordance with the law for any culpability on the part of its own suppliers and manufacturers, insofar as these are considered its agents.
3.5. In case of delayed delivery, following the unsuccessful expiration of an adequate grace period, the client is entitled to demand a contractual penalty amounting to 5% of the net order value from the contractor for each full day of delay, up to a maximum of 15% of the net order value for the delayed goods, irrespective of any statutory claims. This shall not apply if the contractor was not responsible for the delay. The imposed contractual penalty shall be offset against any claims for damages, reducing such claims. The client reserves the right to assert any further claims and rights, in particular the right to withdraw from the agreement and to assert claims for additional damages. The contractor reserves the right to prove that the client suffered no or lower damages as a result of the delay.
3.6. If the contractor does not meet the delivery term or delivery deadline due to force majeure, the contractual partners shall extend the agreed delivery term accordingly. If the delivery is delayed by more than 4 weeks, or if the delivery deadline is a fixed deadline, the client is entitled to withdraw from the agreement in whole or in part, unless a different agreement was reached between the parties in a form specified in point 1.2.

IV. Prices and payment conditions
4.1. The prices specified in the order are binding. If no price is indicated in an order, the prices in the price list currently agreed with the contractor are binding. Unless otherwise agreed in writing, the prices include the costs of packaging, transportation equipment and transportation costs to the intended destination, as well as insurance and other ancillary costs.
4.2. Unless otherwise agreed between the parties, all invoices must contain the payment conditions and the bank details and – if required by the respective national law – the tax details, the article description, order and article number of the client. Invoices that do not include this information shall be returned without the client losing its rights under the agreed payment conditions because of this. The invoice must be sent directly after delivery in electronic form, as a PDF or XML attachment, to the email address communicated to the supplier. Invoices may not be enclosed with the shipment. The client cannot enter into default of payment until a proper invoice has been received. Any further statutory obligations (in particular under tax law) of the contractor related to the design of invoices shall remain unaffected. For instance, VAT must be listed separately.
4.3. Payments are made conditional on proper delivery and on the prices and calculations being correct. The client is entitled to withhold outstanding payments as long as the client is still entitled to claims against the contractor resulting from incomplete and/or defective services. In case of a defect covered by warranty, the client is entitled to delay paying the invoice until the defect is properly corrected, without losing the rights to discounts, rebates or similar pricing reductions. In this case, the payment term shall begin from the time defects are corrected in full and this is confirmed by the client in writing or by email.
4.4. Invoices are payable according to the individually agreed payment conditions. Unless otherwise agreed, payment shall be made within 21 days minus a 5% discount, or within 30 days net, in every case after complete delivery of the goods or services and receipt of a proper invoice in particular for the purposes of deducting input tax.
4.5. The payment shall not affect the rights of the client; in particular, unconditional payments by the client shall not be considered recognition that deliveries and/or services are free of defects.
4.6. The client has an unrestricted right of retention, offset and sale; in particular, the client has a right of offset against receivables of other 3C Group companies.

V. Delivery and shipment, transfer of risk and freight
5.1. Unless otherwise agreed in a form specified in point 1.2, delivery must take place DAP in accordance with the currently valid Incoterms.
5.2. The contractor must comply with the shipping instructions issued by the 3C Group, if agreed. The item designation and the client's order and item numbers must be included on all shipping documents, letters and invoices. If this information is not included, and this results in delays in processing, these shall not be borne by the client.
5.3. The contractor shall bear the risk of accidental destruction or deterioration of the goods until they are handed over to the contractor.
5.4. The contractor is obligated to enclose the corresponding delivery slips separately with each delivery; e.g. a separate delivery slip must be enclosed with each order. The delivery slips must be numbered and must contain the delivery date for the order. The delivery slips must include the order number, scope of the delivery, item numbers, designation of the materials and identifying information for the supplier and client.
5.5. Unless otherwise agreed in a form stipulated (in point 1.2) for ordering, the contractor is obligated to provide the following documents before the first delivery, or at least together with the delivery in case of a change in materials, or a technical change, unless one or more of the following documents are not relevant for the order in question: (i) material specifications, product tolerances; (ii) safety data sheets; and (iii) safety declarations (in particular regarding the safety of the product with respect to health and deadly hazards, as well as regarding compliance with product and/or environmental conditions, such as the REACH, FSC, PEFC, CARB, ...). The contractor shall automatically provide the above documents in their current version to the responsible purchaser. The contractor gives its assurance that all goods that it delivers fulfil the quality standards resulting from the aforementioned documents.
5.6. Unless otherwise agreed, goods must be delivered on pallets or in packages. Goods must bear a label with the following information: The client's item numbers, the designation of the delivered material, the quantity, delivery or production date and, if agreed, the bar code or QR code. Unless otherwise agreed in writing, the height of a packaging unit may not exceed 110 cm. Different materials must be delivered separated from one another on the pallet or in a package. If these requirements are not fulfilled, the client is entitled to return the delivered goods. The contractor shall reimburse the client for any additional expenses as a result of the processing and the delay if these specifications are not met.

VI. Quality and product-related declarations  
6.1. The contractor hereby assures that the goods delivered by it and services performed by it are suitable for the intended contractual purpose. If there are concerns regarding the type of execution requested by the client, the contractor shall notify the client of these promptly in a form specified (in point 1.2) for ordering.
6.2. The delivered goods and services must conform with the state of the art, relevant provisions of European law and national implementation regulations, the guidelines and regulations of official agencies, trade associations and professional associations, in particular product safety, occupational safety, environmental protection, accident prevention regulations and relevant standards such as the DIN, VDE and RAL-GZ 430 or DGM e.V. and other relevant regulations.
6.3. The contractor gives its assurance that it will comply with its manufacturer, information, registration and reporting obligations along the supply chain resulting from the different directives and regulations (such as the REACH, CLP, POP, EUDR, etc.).
6.4. The contractor shall deliver the goods in the quantity, quality and specification indicated in the order. Additional or deviating requirements must be agreed to separately. The contractor hereby undertakes to inform the client of any approval obligations applicable to exporting the goods, and to provide the documents and information necessary for the export.
6.5. The contractor shall ensure that it has an effective quality management system, to ensure the best quality possible for the goods. Upon request, the contractor shall conclude a corresponding quality assurance agreement with the client. The contractor shall monitor and document the design and production process for the agreed goods in a suitable format. The contractor shall grant the client the right to review the progress of work to be performed and/or order processing. The client is entitled to gather information at any time regarding the progress by reviewing all relevant documents. The documents must be provided and explained to the client upon request.
6.6. If there is a legitimate suspicion that the contractor's products or production processes will result in an environmental impact that goes beyond the generally recognised technical standards, the client is entitled to review the manufacturing process and composition of the delivered raw, auxiliary and operating materials, as well as the contractor's tools. The contractor is obligated to provide information in this respect and shall provide the client with samples of the substances used upon first demand.
6.7. The contractor shall provide product-specific material data sheets, technical drawings, certificates, registration and/or testing certificates, etc. for the offered items before the initial delivery. The client can also request these documents at any time. Existing certificates shall be renewed by the contractor in due time before their validity expires and shall be made available to the customer without being requested to do so.
6.8. The contractor is obligated to inform the client promptly of any product modifications, without requiring a request to do so. Product modifications must be approved by the client in a form specified (in point 1.2) for ordering. Updated declarations and documents must be sent to the client after the change is made, but before the modified item is delivered.

VII. Acceptance and sorting or rework
7.1. The client’s obligation to investigate the goods delivered by the contractor shall apply only to identifying obvious or easily detectable defects.
7.2. The values determined during the client's incoming goods review shall be decisive for determining quantities, dimensions, weights, wood moisture levels and other definitions of terms for a delivery, and shall serve as the basis for the invoice.
7.3. The client shall promptly notify the contractor of defects in the delivery in a form specified (in point 1.2) for ordering as soon as such defects are identified during the normal course of business. In this respect, the contractor waives the objection of delayed claims for defects. If a quality assurance agreement is in place, then the separate incoming goods inspection provisions there shall apply to the defect and complaint obligations to be fulfilled by the client, if such provisions are agreed.
7.4. If a contractual penalty is agreed for default of delivery, there shall still be a claim to a contractual penalty even if it is not asserted expressly in the acceptance of the delivery. Further claims shall likewise remain even if they are not specifically reserved at the time of acceptance.
7.5. If individual random samples of the goods have defects, the client is entitled, at its own discretion, to request that the contractor sort out the defective parts from the entire order within 24 hours after acceptance of the delivery, or to submit a complaint regarding the entire order due to defects, and to send it back to the contractor at the contractor's cost. If it is necessary for deadline-related reasons for the client to handle the required sorting and reworking due to defects in the delivered products, this sorting and reworking shall be carried out, at the discretion of the client
7.5.1. by employees of the contractor or
7.5.2. by third-party companies at the expense of the contractor or
7.5.3. by employees of the client at the expense of the contractor. In this case, the client is entitled to charge the contractor for the resulting additional expenses.
7.6. The contractor must enclose a report stating the corrective measures taken with a re-delivery of a batch that has been rejected and then revised by the contractor. The reworked or sorted items must be re-delivered separately. These parts must be specifically designated on the delivery slip and the packaging.
7.7. The client is entitled to carry out audits at the contractor's operating facilities to check the agreed quality standard of the goods. The client may have these audits carried out by its own personnel or by third parties.

VIII. Warranty, material defects and defects of title
8.1. The warranty is based on the legal provisions, unless otherwise expressly regulated in this section or otherwise agreed or specified by law. If the client accepts goods without reservation, this shall not be considered a waiver of its warranty claims.
8.2. The contractor shall deliver goods that are free of defects, that are suitable for the agreed purpose and that retain the agreed characteristics for the entire warranty period. This obligation particularly involves ensuring that the goods and materials correspond to the documents, such as drawings, descriptions, technical requirements, samples, specifications, conditions of acceptance, etc. on which the order was based (hereinafter referred to as the “warranty”). The contractor shall ensure that the goods do not display any defects during the warranty period, irrespective of whether the defect was already present at the time of handover of the order or only occurred at a later date.
8.3. The contractor shall release the client from third-party claims resulting from defects, violations of third-party property rights or product damage to its delivery due to its share of causation upon first request to do so.
8.4. If the contractor violates obligations, it shall be liable toward the client for every type of culpability. The contractor is hereby informed that it has the right to prove that it was not responsible for a breach of duty.
8.5. If replacement deliveries are sent and defects are corrected, the warranty and guarantee period shall be restarted for replaced and repaired parts.
8.6. If the goods delivered by the contractor do not conform to the agreed specifications, the client is entitled to demand supplementary performance by correcting the defect or delivering goods free from defects, at its discretion. The expenses required for supplementary performance, in particular the expenses related to finding the cause of the defect, including expert, inspection and sorting costs, transportation, commuting, work and material costs, as well as increased expenditures because of the need to bring goods to the customer, shall be borne in full by the contractor. Any further claims shall remain unaffected.
8.7. In urgent cases – in particular to prevent extraordinarily high damages – as well as in cases when the contractor falls into default with correcting a defect, the client is entitled to correct the defect and any resulting damages itself or have them corrected by a third-party at the cost of the contractor, after first informing the contractor and after the end of a short grace period appropriate for the situation at hand. This is also the case if the contractor completes its delivery or service late and the client must promptly correct the defect to prevent itself from falling into default of delivery.
8.8. If the contractor delivers goods free of defects for the purpose of supplementary performance, the contractor is obligated to collect the defective goods at its own expense within 14 days of the complaint or release it for destruction at the contractor’s expense after consulting with the client. If the contractor does not comply with the collection deadline, the client is entitled to destroy the goods at the contractor’s expense.
8.9. If supplementary performance fails, the client shall be entitled to statutory claims for material defects; this applies in particular to claims for damages due to non-fulfilment.
8.10. The statutory regulations on delivery recourse in the country in which the client is domiciled apply to recourse claims by the client due to defective goods. In this framework, the contractor hereby assigns any recourse claims to which the contractor is entitled against its own suppliers by way of precaution in advance, in order to secure the recourse claims that exist to the benefit of the client. The client hereby accepts this assignment. If the assignment requires additional actions under the respective national law, including compliance with a specific form, the contractor shall take all necessary actions to effectively assign the receivable to the client.
8.11 If the products manufactured by the client with the help of the goods, or the goods themselves, are sold directly or within the framework of a supply chain to customers via dealers, and if a defect is found in such products or goods within twelve months from the transfer of risk, or if the client asserts claims for defects of any kind against the contractor due to these defects, then it is assumed that the defects already existed at the time risk was transferred to the client, unless this assumption would be unreasonable for the type of goods or defect.
8.12. The warranty period amounts to 36 months from the acceptance of the goods. The client’s statutory claims for damages and special provisions concerning the final deliver of the goods to a consumer (supplier recourse) remain unaffected.
8.13. The contractor is also responsible for defects of title for which it is not culpable. In this case as well, the client is entitled to assert statutory claims. Claims due to defects of title shall expire at the end of the regular statutory limitation period, from the statutory start of limitation.
8.14. The client's right to take recourse against the contractor in accordance with statutory provisions on supplier recourse or corresponding international regulations shall remain unaffected.

IX. Liability
9.1. The contractor is liable towards the client in accordance with the law and without restriction.
9.2. The contractor is responsible for culpability on the part of its agents and assistants, as well as its own suppliers, as it is for its own culpability. The contractor cannot extricate itself from its own liability by proving that it has carefully selected and monitored its agents and assistants.
9.3. If claims are filed against the client due to violations of an official safety regulation or due to domestic or international product liability or producer liability regulations or laws, or other provisions of product law due to a product error, then the client shall be liable towards the contractor if the error that caused the liability was caused by goods delivered by the contractor and if a claim could be made against the contractor itself in place of the client or alongside the client.
9.4. The contractor is also obligated to reimburse any expenses resulting from or in conjunction with a recall campaign carried out by the client, if this is ordered by a court or official agency or is necessary to avoid a risk of injury to life, body, or health or unreasonable damages, or due to circumstances that would cause a prudent businessman to carry out a recall campaign or issue a warning in order to prevent impending damages, including non-pecuniary damages. The client shall inform the contractor of the content and scope of the measures to be taken - if reasonable and feasible - in order to give them an opportunity to provide a position statement.
9.5. If the contractor is liable, it shall release the client from all third-party claims. Further claims of the client shall remain unaffected by the release.
9.6. The contractor shall maintain liability insurance protection, including expanded product liability insurance and recall cost insurance to a sufficient extent, and at least with an insured sum of EUR 5 million per damage claim. If the client is entitled to further claims for damages, then these shall remain unaffected. The contractor shall submit proof of insurance to the client upon request to do so.

X. Force majeure
10.1. Unforeseeable, unavoidable and/or extraordinary circumstances that are not the responsibility of the client but that can impact its operations shall release the client from its acceptance obligation.
10.2. The client is entitled to withdraw from the agreement if an event such as those described in clause 10.1 lasts for longer than three months, unless the agreement concerns a custom production for the client. If it withdraws, the contractor cannot assert any claims for damages as a result of this. If the client does not make use of its right of retention, it shall be released from the obligation to perform services in accordance with the contract while the obstacle described in clause 10.1 continues to apply. The client may withdraw from the agreement within 2 months of an event that entitles the client to withdraw from the agreement.

XI. Offsetting and assignment
11.1. The contractor is only entitled to offset claims of the client against claims that are undisputed or have been established in a court of law.
11.2. Assignments of claims against the client shall be valid only with the client's written approval; otherwise, they are excluded.

XII. Providing information, data, and materials / retention of ownership
12.1. Drawings, drafts, samples, manufacturing specifications, internal company data, tools, equipment, etc. (hereinafter referred to as materials) which the client has provided the contractor upon submission of the offer or while carrying out an order shall remain the property or intellectual property of the client. If the contractor manufactures the materials itself or through third parties according to the client's specifications, it shall transfer ownership of the materials at the latest upon their completion and delivery/provision to the contractor. The contractor shall hold sole ownership of the materials on behalf of the client.
12.2. The contractor is obligated to inspect these materials upon receipt, and to treat and store them with the care of a prudent businessman.
12.3. When the contractor accepts materials, the responsibility for damage and loss passes to the contractor, regardless of whether the client or another 3C Group company has provided the materials free of charge or delivered them for a fee.
12.4. The contractor may only use, duplicate or make the materials accessible to/provide the materials to third parties if this is absolutely necessary to carry out the order. They must be returned to the client in usable condition no later than at the time of the final delivery or service under the contract in question.
12.5. Any processing, conversion or amalgamation of materials provided by the client or another 3C Group company are always carried out on behalf of the client. If the provided materials are irrevocably processed with objects that do not belong to the client or the 3C Group, then the client shall obtain proportional co-ownership of the new product based on the ratio of the value of the product (purchase price plus VAT) to the other processed objects at the time of processing.
12.6. If the provided materials are irrevocably mixed with objects that do not belong to the client or the 3C Group, then the client shall obtain proportional co-ownership of the new product based on the ratio of the value of the reserved materials to the other mixed objects at the time of mixing. If mixing is carried out in such a manner that the contractor's materials are considered the primary materials, then the parties hereby agree that the contractor shall transfer a proportion of co-ownership to the client. In this case, the contractor shall hold sole or co-ownership on behalf of the client.
12.7. If the security rights to which the client is entitled according to the above clauses 12.5 and 12.6 exceed the purchase price for all reserved goods not yet paid for by the client by more than 10%, then the client is obligated to release the security rights at the discretion of the client upon request by the contractor.

XIII. Third-party protected rights / minimum standards
13.1. The contractor hereby gives its assurance that there are no third-party rights that would interfere with the intended use of the sold goods, and in particular that no third-party protected rights are violated. However, if a claim is made against the client due to a potential violation of third-party rights, for instance due to copyrights, patent rights, utility models and other protected rights, the contractor shall release the client from this claim and all payments associated with it, unless the contractor is not culpable. The contractor's obligation to release the client applies to all expenses the client incurs from or in conjunction with the claim by a third-party due to the violation of protected rights. In this case, the client is also entitled to obtain required permission from the holder of such protected rights to deliver, commission, use, resale, etc. the delivered object at the cost of the contractor.
13.2. The contractor hereby gives its assurance that relevant statutory and official regulations shall be complied with. The proper declaration of customs duties, taxes, and/or other export fees, the proper issuance and provision of documents/deeds, such as testing certificates, certificates of origin, export and import licenses, shall be considered the responsibility of the contractor. The contractor guarantees that enclosed documents are authentic and correct.
13.3. The contractor hereby guarantees that any measures that could negatively impact or endanger the trademarks and brand rights and/or the reputation of the products to be delivered to the client shall be avoided during production, export, and import. The contractor shall, in particular, observe and ensure the client's industrial property rights such that there are no violations of these rights within its own sphere of activity and with respect to its suppliers.
13.4. The limitation period for claims according to clauses 13.1. and 13.2. is determined in accordance with the statutory regulations of the country in which the client is domiciled.

XIV. Anti-corruption clause / right of termination
14.1. The contractor hereby undertakes to take all measures necessary and appropriate to avoid corruption, in the sense of a primary contractual duty. The contractor undertakes, in particular, to not offer, promise, and/or grant any considerations and/or other advantages (such as money, non-monetary gifts, or invitations that are not primarily business-related, for instance to sporting events, concerts, cultural events) either through its employees, managing directors or shareholders and/or third parties to the employees of the client or of other 3C Group companies and/or managing directors or shareholders of the purchasing associations, including their family members, nor allow such to be offered, promised or granted by third parties in any other manner. Product samples that are provided in the normal course of business for review or quality testing are not covered under this regulation.
14.2. If the contractor violates the obligations under the above clause 14.1, the client shall be entitled to terminate the contractual relationship for good cause without notice, after first sending a warning and then providing a grace period intended to allow correction of the matter. The client's right to demand damages shall not be excluded by the termination.

XV. Legal disputes
If the client becomes involved in a dispute with one of its customers due to deliveries of goods that were not completed or that were late, then the client shall pass on its costs incurred in this respect to the customer, along with the available documents, and charge the contractor with these.

XVI. Data protection
The contractual partners shall handle data associated with the business relationship in accordance with relevant data protection regulations.

XVII. Withdrawal
If a contractual partner ceases its payments or if it moves to open insolvency proceedings against its assets or extra-judicial settlement proceedings, or if insolvency proceedings or extra-judicial settlement proceedings are opened against it or denied due to lack of funds, then the other contractual partner shall, to the extent possible under applicable national law, be entitled to withdraw from the agreement insofar as it has not yet been fulfilled.

XVIII. Place of fulfilment / place of jurisdiction / legal status / contract language
18.1. The place of fulfilment for the delivery is the client's stated shipping point.
18.2. Only the law of the country in which the client is domiciled shall apply to all legal relationships between the client and contractor, excluding international private law, uniform international law, and in particular expressly excluding the UN CISG.
18.3. The responsible court is the court at the place in which the client is domiciled. However, the client is entitled to assert its claims at any other permissible place of jurisdiction or at the place of jurisdiction generally valid for the contractor.
18.4. The contractual language is English.

XIX. Deviating agreements
Agreements that deviate from the content of these General Purchasing Conditions are valid only if they have been recognised by the client in a form specified (in point 2.1) for ordering.

XX. Severability clause
If individual provisions of these General Purchasing Conditions are or become null and void, or if there is a loophole in the supplier agreement, this shall not affect the validity of the remaining provisions of the General Purchasing Conditions. An appropriate and effective regulation coming as close as possible to the intention of the contractual partners, or what their intention would have been based on the purpose of their agreement, shall take the place of the invalid provision or close the loophole.