Terms and Conditions of Sale

As of October, 2019

1 General

1.1 All deliveries and related services of Blickfeld GmbH (hereinafter “Blickfeld”) are made exclusively on the basis of these general terms and conditions of sale (hereinafter referred to as Terms and Conditions of Sale). Blickfeld will not acknowledge any customer’s terms and conditions of business; even if they relate to subject matters that are not regulated by our Terms and Conditions of Sale, unless Blickfeld has expressly agreed to their application in writing. If and to the extent to which any contractor’s terms and conditions contain provisions on matters that are not regulated by our Terms and Conditions of Sale, only the relevant statutory provisions shall apply. Our Terms and Conditions of Sale apply, even if we accept deliveries without reservation, while being aware of a contractor’s terms and conditions, which conflict with or deviate from our Terms.

1.2 The terms of sale shall only apply to companies, legal entities under public law or special funds under public law within the meaning of § 310 para. 1 of the German Civil Code (BGB).

1.3 The terms of sale shall also apply to all future business transactions with the customer within the framework of an ongoing business relationship.

1.4 The fulfilment of the contract is subject to the review and fulfilment (including any necessary approval) of state export and import regulations. For this purpose, the purchaser must provide Blickfeld with the prescribed documents upon request.

1.5 All terms used are to be understood as gender-neutral throughout.

2 Conclusion of contract, scope of delivery

2.1 Blickfeld’s offers are subject to change and non-binding. With his order the customer makes an offer in the legal sense. A contract is not concluded until Blickfeld has confirmed the order in writing. The content of this order confirmation determines the scope of services to be provided by Blickfeld.

2.2 Notwithstanding Section 2.1, the following applies to the online sales portal of Blickfeld (“Blickfeld-Shop”):

2.2.1 Orders placed by the customer via the Blickfeld-Shop are an offer to conclude a purchase contract, which must first be accepted by Blickfeld by sending an electronic order confirmation to the customer. In this case the customer waives the receipt of a declaration of acceptance in accordance with § 151 sentence 1 BGB. The content of this order confirmation determines the scope of services to be provided by Blickfeld.

2.2.2 The following order procedure applies to orders via the Blickfeld-Shop:

1) The customer registers via the Blickfeld-Shop website or, if he is already registered, logs in under his user account.

2) The customer selects the desired goods and places them in the shopping basket.

3) The customer checks his order data (invoice and delivery address, payment method, order) at the checkout for correctness.

4) The customer sends the order to Blickfeld by clicking the button “Order now” and thereby makes a binding offer in the legal sense.

2.2.3 Consumers in the sense of § 13 BGB are excluded from using the Blickfeld-Shop.

2.3 All agreements made between the customer and Blickfeld for the purpose of executing a contract are laid down in writing in this contract. Blickfeld’s sales staff are not generally authorised to make collateral agreements or to give assurances that go beyond the content of the written contract.

2.4 Blickfeld reserves all property rights and copyrights to illustrations, drawings, calculations and other documents; such documents may not be made available to third parties without Blickfeld’s prior written consent. This also applies to such documents which are not expressly designated as “confidential”.

2.5 The purchaser undertakes to comply with the applicable national, European and international anti-terrorism regulations as well as the national (Foreign Trade Act (AWG)/Foreign Trade Ordinance (AWV)) and European (at the time of publication of these GTC: Dual-Use-VO 428/2009) export control regulations. Furthermore, the Purchaser undertakes to comply with the US Export Administration Regulations (EAR) and the sanctions rules of the Office of Foreign Assets Control (OFAC) with regard to the goods and/or technical data to which the US regulations apply. If approval by the competent authorities should be required on the basis of the aforementioned legal bases, the customer undertakes to apply for approval independently and at his own expense and to inform Blickfeld of this.

3 Prices – terms of payment

3.1 Unless stated otherwise in the order confirmation, the prices FCA Blickfeld Office, Munich, Germany, Incoterms 2010, including carton packaging and, if necessary, the costs of export processing, however, excluding value-added tax; they are shown separately in the invoice in the statutory amount on the day of invoicing. Freight costs (item 4.1) and the costs for special packaging will be invoiced separately. The customer shall bear all public charges such as any customs duties and – if applicable – the corresponding copyright levy in accordance with the German Copyright Act (UrhG).

3.2 Unless stated otherwise in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. For orders via the Blickfeld-Shop, payment is made according to the payment method selected in the order process. If payment is made in advance, Blickfeld reserves the right to withdraw from the contract if payment has not been received by Blickfeld within 14 days of the invoice date. The legal regulations regarding the consequences of default in payment shall apply.

3.3 Blickfeld reserves the right to increase its prices appropriately to the extent necessary to cover costs incurred after the conclusion of the contract due to salary / wage increases by Blickfeld employees (e.g. due to collective bargaining) or due to an increase in material costs. Upon request, Blickfeld will disclose these increased costs to the customer. Conversely, Blickfeld will pass on cost reductions to the customer.

3.4 In the case of partial deliveries and partial services (Section 4.7), Blickfeld is entitled to issue partial invoices.

3.5 If payment by instalments has been agreed, the total amount owed shall become due for payment immediately as soon as the customer is substantially in arrears with the payment of an instalment.

3.6 The customer is only entitled to offsetting rights if his counterclaims have been legally established or are undisputed. The customer is only entitled to exercise a right of retention or right to refuse performance if the aforementioned conditions with regard to his counterclaims are fulfilled and his counterclaim is also based on the same contractual relationship.

3.7 Payment shall be deemed to have been made as soon as Blickfeld can dispose of the amount.

3.8 If Blickfeld is obliged to make advance payments and if Blickfeld becomes aware of circumstances after the conclusion of the contract under which Blickfeld’s claim for payment is endangered by the customer’s inability to pay, Blickfeld may, at its discretion, either demand security within a reasonable period of time or payment concurrently with delivery. If the customer does not comply with this request, Blickfeld is entitled, subject to further statutory rights, to withdraw from the contract.

4 Delivery time

4.1 Deliveries are made to FCA Herstellwerk Blickfeld, Barthstr. 12, Munich, Germany, Incoterms 2010, unless otherwise instructed in writing by the customer, Blickfeld will arrange for the transport of the goods by a transport company. Transportation of the goods shall be at the risk of the customer and the customer shall bear the freight costs (calculated on the basis of the net order value).

4.2 The risk of loss and damage to the goods shall pass to the customer as soon as the goods (if necessary cleared for export) have been loaded onto the means of transport provided. This also applies if partial deliveries are made or Blickfeld has taken over other services (e.g. dispatch or assembly).

4.3 Unless otherwise agreed, the delivery time stated by Blickfeld is always non-binding. Even if delivery times have been communicated as binding, Blickfeld shall only be liable for delays in delivery if the customer has complied in full in good time with his obligations to cooperate with regard to the processing of the order, in particular with the necessary clarification of all technical and other questions. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third parties commissioned with the transport.

4.4 Blickfeld is not liable for delays in delivery due to force majeure or acts beyond its control, such as natural disasters, operational disruptions, strikes, legal lockouts, difficulties in procuring raw materials or official orders. Furthermore, supply difficulties and other performance disruptions on the part of Blickfeld’s suppliers shall be deemed to be force majeure if the supplier for his part is prevented from performing the services incumbent on him by force majeure. An agreed delivery period shall be extended by the duration of the hindrance. If the hindrance lasts longer than one month, the customer is entitled to withdraw from the contract with regard to the part not yet fulfilled after expiry of a reasonable period of grace and after a further month after the occurrence of the delaying event. In this case, services already rendered by the customer are to be returned. Claims for damages are excluded.

4.5 If Blickfeld is in default of delivery, the customer may only withdraw from the contract after a reasonable grace period set by him has expired without result.

4.6 If the customer defaults in acceptance or violates other duties to cooperate, Blickfeld shall be entitled to claim the damage incurred by it, including any additional expenses. For the storage and preservation of the goods, Blickfeld can charge a flat rate of 0.5% of the invoice amount per month, but in total a maximum of 6% of the invoice amount, or optionally the actual costs incurred. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time at which he is in default of acceptance.

4.7 Partial deliveries and services are permissible if there is no recognisable interest on the part of the customer to the contrary.

5 Retention of title

5.1 Blickfeld retains title to the delivered goods until receipt of all payments arising from the business relationship with the customer. In the event of breach of contract on the part of the customer, in particular default in payment, Blickfeld shall be entitled to demand the return of the delivered goods and Blickfeld shall be granted immediate access to such goods.

5.2 The withdrawal from the contract does not exclude the assertion of claims for damages against the purchaser. After taking back the delivered goods, Blickfeld is entitled to sell them. The proceeds of the sale shall be set off against the customer’s liabilities less reasonable costs of sale.

5.3 The customer is obliged to treat the delivered goods with care; in particular, he is obliged to insure them at replacement value at his own expense against fire, water and theft damage. If maintenance or inspection work is required, the customer must carry it out in good time at his own expense.

5.4 In the event of seizures or other interventions by third parties, the customer must inform Blickfeld immediately in writing. Blickfeld shall be liable for all judicial and extrajudicial costs arising from measures that Blickfeld was reasonably allowed to take to safeguard its interests (including a third-party action for opposition).

5.5 The customer is entitled to resell the delivered goods in the ordinary course of business; however, he hereby assigns to Blickfeld all claims in the amount of the final invoice amount (including value added tax) of Blickfeld’s claims against his customers or third parties arising from the resale, irrespective of whether the delivered goods have been resold without or after processing.

5.6 The customer remains entitled to collect this claim even after the assignment. Blickfeld is, however, entitled to collect the claim itself if the customer no longer meets his payment obligations, is in default of payment or has filed an application for the opening of insolvency proceedings or has suspended payments. In such cases, Blickfeld may demand that the customer Blickfeld discloses the assigned claims and their debtors, provides all information required for collection, hands over all associated documents and notifies the debtor(s) (third parties) of the assignment.

5.7 The processing or transformation of the delivered goods by the customer is always carried out for Blickfeld. If the delivered goods are processed with other items not owned by Blickfeld, Blickfeld acquires co-ownership of the new item in proportion to the value of the delivered goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the object created by processing as to the goods delivered under reservation of title.

5.8 The customer also assigns to Blickfeld those claims against him that arise from the combination of the delivered goods with real estate against a third party in order to secure Blickfeld’s claims.

5.9 Blickfeld undertakes to release the securities to which Blickfeld is entitled at the customer’s request to the extent that the value of the securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is the responsibility of Blickfeld.

5.10 If the goods are located abroad, the following applies:

5.10.1 If the goods were delivered before payment of all amounts owed by the purchaser under the contract, they remain the property of Blickfeld until full payment, insofar as this is permissible under the law in whose area the goods are located. If this does not permit a retention of title, but if Blickfeld allows other rights to the goods to be reserved, Blickfeld can exercise all rights of this kind.

5.10.2 The purchaser is obliged to cooperate in all measures that will affect the protection of his property right or the right to the goods replacing it.

6 Quality, Warranty, Duty to Inspect

6.1 The goods will have the agreed quality upon transfer of risk. This is measured exclusively according to the concrete written agreement on the properties, characteristics and performance characteristics of the goods.

6.2 Information provided by Blickfeld in sales catalogues, price lists and other information documents, as well as other descriptions of the goods shall under no circumstances constitute a guarantee for a special quality of the goods or other services; such a special quality guarantee must be provided by Blickfeld expressly and in writing.

6.3 Blickfeld reserves the right to make minor changes to the goods, including changes with regard to colour, form, dimensions and material of the goods, provided no special agreements have been made in this respect and the changes do not impair the usability of the goods for the purpose stipulated in the contract. This also applies to deviations within the scope of customary commercial practice and deviations which are due to legal regulations or represent further technical developments, as well as to the replacement of components by equivalent parts.

6.4 All safety precautions which become necessary due to special conditions at the customer’s place of business shall be taken by the customer at his own expense. This also applies if installation, assembly and commissioning are carried out by Blickfeld.

6.5 Unless otherwise expressly agreed in individual cases, the goods supplied by Blickfeld are not suitable and determined for use in particularly safety-relevant areas. (e.g. nuclear power plants and critical medical areas).

6.6 The warranty rights (claims for defects) of the customer presuppose that he examines the delivered goods immediately upon receipt and notifies Blickfeld in writing of any defects discovered immediately upon inspection or of hidden defects immediately upon their discovery, specifying the defect (§ 377 German Commercial Code (HGB)).

6.7 Blickfeld reserves the right, at its own discretion and free of charge, to repair, replace or replace the goods or services which show a material defect within the warranty period pursuant to Section   6.10, provided that the cause of this defect already existed at the time of the transfer of risk. Goods replaced by Blickfeld must be returned to Blickfeld at Blickfeld’s request.

6.8 If, for reasons for which Blickfeld is not responsible, the customer falsely notifies the existence of a defect, the customer shall reimburse Blickfeld for reasonable expenses incurred for the detection and/or remedy of the alleged defect.

6.9 Claims of the customer due to the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if these expenses are increased by subsequent transport of the delivered item to a place other than the agreed place of delivery.

6.10 The warranty period is 12 months from the transfer of risk. This does not apply to claims for defects in goods used for a building (§ 438 Paragraph 1 No. 2 BGB). In this case, the statutory limitation period shall apply. The statutory limitation periods shall continue to apply to damages that were not caused by a defect in the goods.

7 Industrial property right

7.1 Blickfeld guarantees that the delivered goods are free of industrial property rights or copyrights of third parties in accordance with this Clause 7.

7.2 Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.

7.3 In the event that the contractual use of the delivered goods infringes an industrial property right or copyright of a third party, Blickfeld will at its own discretion and expense modify or exchange the goods in such a way that no more rights of third parties are infringed, but the goods continue to fulfil the contractually agreed functions, or obtain the right of use for the customer by concluding a license agreement. If Blickfeld fails to do so within a reasonable period of time, the customer is entitled to withdraw from the contract or to reduce the purchase price accordingly.

7.4 In the event of legal infringements by goods supplied by Blickfeld from other manufacturers, Blickfeld will assert Blickfeld’s claims against the manufacturers and sub-suppliers on behalf of the purchaser or assign them to the purchaser at its own discretion. In these cases, claims against Blickfeld in accordance with this Clause 7 shall only exist if the judicial enforcement of the aforementioned claims against the manufacturers and sub-suppliers was unsuccessful or is hopeless, for example due to insolvency.

7.5 The rights under this Clause 7 do not apply if the infringement of third party industrial property rights is due to the fact that the customer has made a change to the goods not permitted under the respective contract or not approved by us or if he uses the goods contrary to the instructions for use of Blickfeld or combines them with programs or data processing systems not approved by Blickfeld. 

8 Liability and damages

8.1 Subject to the provisions in Section 8.4, Blickfeld’s liability for damages on whatever legal grounds shall be limited as follows:

8.1.1 In the event of a slightly negligent breach of essential contractual obligations, Blickfeld’s liability shall be limited to the amount of damage foreseeable and typical for the contract at the time the contract was concluded.

8.1.2 Blickfeld is not liable for the slightly negligent breach of non-essential contractual obligations.

8.1.3 Essential contractual obligations are those whose fulfilment characterizes the contract and on which the purchaser may rely.

8.2 The customer is obliged to take appropriate measures to prevent and mitigate damage. In particular, he must immediately notify Blickfeld of any damage or loss for which Blickfeld is responsible.

8.3 Blickfeld’s oral and written statements and information on the suitability and application of Blickfeld products do not release the customer from the obligation to convince himself of the suitability of the products offered for the intended purpose through his own examination and testing. Blickfeld is not liable for damages or futile expenses caused by a consultation which Blick has provided on the occasion of or in connection with the conclusion of a contract and which were not provided within the scope of a contractual (secondary) obligation, unless a separate written contract was concluded for the consultation or the damage or futile expenses were caused by Blickfeld’s intent or gross negligence. If Blickfeld is not liable for intentional or grossly negligent conduct of its organs or executive employees, Blickfeld’s liability is limited to the foreseeable, typically occurring damage.

8.4 The above exclusions and limitations of liability shall not apply to the extent that liability is mandatory by law, in particular under the Product Liability Act, for liability based on the assumption of a certain guarantee, in cases of fraudulently concealed defects and for liability based on culpably caused damage to health or physical injury or loss of life.

8.5 Insofar as Blickfeld’s liability is excluded or limited, this also applies to the personal liability of Blickfeld’s representatives, employees and vicarious agents.

8.6 Insofar as claims for damages are not subject to the limitation period due to a defect in the goods, a limitation period of 12 months applies from the beginning of the statutory limitation period. This does not apply in the case of bodily injury and damage to health, in the case of damage caused intentionally or through gross negligence and fraudulently concealed defects, with regard to liability for guaranteed quality characteristics and with regard to liability under the Product Liability Act. In this respect, the statutory limitation periods shall apply. 

9 Special regulations for software

9.1 Insofar as the object of the delivery is software manufactured by third parties, the scope of the rights and powers granted to the purchaser shall be determined in accordance with the license terms of this third party, which shall be attached to the delivery and transmitted in advance on request. This applies in particular to software such as operating systems and comparable components of systems to be supplied. Blickfeld will inform the customer in advance in a suitable manner if software is supplied by third parties (e.g. by naming the third-party manufacturer in the order documents).

9.2 Insofar as software developed by Blickfeld is the subject matter of the deliveries (whether as part of devices or as an independent object of delivery) and the software is accompanied by license conditions, the enclosed license conditions shall apply. If the customer does not agree with these license conditions, the software including all associated documentation must be returned before first use against reimbursement of the remuneration paid for it.

9.3 If no aforementioned license conditions are enclosed with the software, the following provisions shall apply:

9.3.1 The provision of the Software for use in return for a one-off payment shall constitute a l  egal purchase.

9.3.2 Blickfeld grants the customer a simple, non-exclusive, transferable and perpetual right to use the software developed by Blickfeld on a single computer system. The use of the software in the context of ASP (Application Service Providing), in network operation, in data center operation and by way of outsourcing is not permitted unless Blickfeld has expressly approved it in writing in advance.

9.3.3 A transfer of the right of use to a third party requires that the software is completely deleted from the purchaser’s system and that the data carrier provided by Blickfeld, including the complete documentation, is handed over to the purchaser of the software, the purchaser does not keep a copy of the software and the purchaser no longer uses the software himself.

9.3.4 Installation of the software is carried out by the customer.

9.3.5 The Purchaser is not permitted: a) to pass on the software or the associated documents (user documentation) to third parties or otherwise make them accessible to third parties without the prior written consent of Blickfeld (with the exception of complete transfer in accordance with Sections 9.3.1 to 9.3.5), b) modify the Software without prior written consent, c) create derivative works from the Software or reproduce the related documents (user documentation) or d) translate or modify the Software or the related documents or e) create derivative works. The above regulations do not apply if the user is expressly entitled to individual actions by law.

9.4 The contracting parties agree that online user documentation also fulfils the requirements for proper user documentation. Blickfeld is not obliged to provide the source code on which the software product is based.

9.5 All rights to the software developed by Blickfeld and the associated documents as well as to changes made by Blickfeld remain with Blickfeld. The software and the associated documents must be used and stored in such a way that they are adequately protected against non-contractual use, duplication and transmission.

9.6 A copy may be made for backup purposes. A reference to Blickfeld’s copyrights must be attached to or included in the backup copy. If the software contains a copyright notice and/or a registration number, these may not be removed.

9.7 Claims by the customer for defects in software supplied by Blickfeld shall only exist if the software supplied does not essentially fulfil the agreed or contractually assumed main functions or does not comply with the recognised rules of technology or is afflicted with defects which more than insignificantly reduce or cancel the value or suitability for the normal or contractually assumed use.

9.8 Unless otherwise expressly promised, software supplied by Blickfeld is not fault tolerant and has not been developed or manufactured for use in hazardous environments where failure-free operation is imperative, such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems, and where failure of technology would lead directly to death, personal injury or serious damage to property or the environment.

9.9 Errors in the software shall be remedied, unless there is a defect that considerably restricts the usability of the software and this is reasonable for the customer, exclusively by making new program versions available within the framework of continuous product maintenance. The customer is obliged to support Blickfeld in the detection of program errors (e.g. by sending error logs and other necessary information) on request within the scope of what is reasonable. By the delivery of a new program version the warranty period does not start again.

9.10 Even after expiry of the warranty period, the customer is not entitled to remedy or have remedied errors in the software himself without having given the customer the opportunity to remedy the defects himself within a reasonable period of time.

9.11 In all other respects, the provisions of the contract and these terms and conditions of sale apply with regard to software, in particular with regard to warranty and liability Blickfeld.

10 Special regulations for on-site services

10.1 The purchaser is obliged to certify Blickfeld’s employees daily of the working hours worked on site. Blickfeld’s employees are instructed to provide the customer with a copy of this working time certificate. If the statement is not issued, the information provided by Blickfeld employees is used as the basis for calculating working time. Blickfeld may request written confirmation of the proper execution of the work. The date of the work should be set by the customer so that it is completed before weekends (if possible on Fridays, if necessary on Saturdays) or public holidays. If the work extends over a weekend or one or more public holidays and no work is possible or necessary on these days, Blickfeld’s employees are entitled to a weekend home trip. The costs shall be borne by the customer. The same applies to consecutive holidays or public holidays that border on a weekend.

10.2 Blickfeld’s employees are instructed to strictly adhere to the maximum working time limits laid down in the applicable working time regulations (in Germany in particular in the Working Time Act (ArbZG)) as well as the stipulated breaks and rest periods.

10.3 Insofar as an exceeding of the permissible working hours is permissible under certain conditions in exceptional cases, and the customer makes use of the working hours of the employees at Blickfeld beyond the generally permissible extent, he must immediately inform Blickfeld and certify that the conditions for a permissible exceeding and its duration in the form corresponding to the requirements of the applicable regulations have been met. Work on Sundays and public holidays can only be carried out in exceptional cases provided for by the applicable regulations. Here, too, the customer must immediately inform Blickfeld and issue the employees with a corresponding certificate.

10.4 The secondment of employees by Blickfeld takes place in the case of a written or telexed (telegram, fax, e-mail) order.

10.5 The customer must take the necessary measures to protect the employees of Blickfeld in accordance with the valid and applicable accident prevention regulations. In particular, the accident prevention regulations of the professional association for precision mechanics and electrical engineering as well as the Ordinance on Hazardous Substances must be observed.

11 Confidentiality

11.1 The contracting parties undertake to treat confidentially all commercial and technical details, other trade and/or business secrets and other confidential information of the other contracting party, which become known to them in the context of their business relations, and not to use them for any other than the purpose of the contract. The confidentiality obligation does not apply if information (i) is publicly known at the time of disclosure or becomes publicly known at a later date and this circumstance is not attributable to misconduct on the part of the receiving party; (ii) lawfully and without breach of any obligation of confidentiality to the best of the receiving party’s knowledge and belief, by any means other than those disclosed by the manifesting party or its affiliates to the receiving party; (iii) demonstrably independently developed by the receiving party; (iv) required by law to make authorities accessible or (v) required to be disclosed by a court or regulatory decision.

11.2 The contracting parties shall also oblige their employees, subcontractors, etc. accordingly.

11.3 The contracting parties may only advertise their business relationship with the prior written consent of the other party.

12 Contractual insurance claims

Insofar as Blickfeld has direct claims against the insurer of the customer with regard to the delivered goods as co-insured, the customer hereby gives Blickfeld his consent to assert these claims in his own name.

13 Obligations under the Electrical and Electronic Equipment Act (ElektroG)

13.1 The customer assumes the obligation to properly dispose of the delivered goods after termination of use at his own expense in accordance with the statutory provisions. The customer exempts Blickfeld from the obligations according to § 19 ElektroG (obligation of the manufacturer to take back the goods) and related claims of third parties.

13.2 The purchaser must contractually oblige commercial third parties to whom he passes on the delivered goods to properly dispose of them after termination of use at their expense in accordance with the statutory provisions and impose a corresponding further obligation on their customers in the event that the goods are passed on again. If the customer fails to oblige third parties to whom he passes on the delivered goods accordingly, the customer is obliged to take back the delivered goods at his own expense after termination of use and dispose of them properly in accordance with the statutory provisions.

13.3 The purchaser may under no circumstances pass on the delivered goods or parts thereof to private third parties on the basis of their classification as exclusively commercially used in accordance with ElektroG.

13.4 The customer assures to fully meet his obligations according to the ElektroG.

13.5 Blickfeld’s claim to takeover/exemption by the purchaser shall not become statute-barred before the expiry of two years after the final end of use of the delivered goods. The two-year period of suspension of expiry shall commence at the earliest upon receipt of a written notification from the customer at Blickfeld regarding the termination of use. Blickfeld is entitled to demand proper proof of disposal by the customer.

14 Applicable law, place of jurisdiction

14.1 The place of jurisdiction for all disputes arising from the contractual relationship is Munich (Germany). Blickfeld, however, reserves the right to sue the customer at any other legal venue.

14.2 Unless otherwise stated in Blickfeld’s order confirmation, Blickfeld’s place of business shall be the place of performance.

14.3 The legal relationship between the contracting parties shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15 Miscellaneous

15.1 Without prior written consent, the customer may not assign his rights under this contract in whole or in part or otherwise transfer these or his obligations from this, provided this does not disproportionately impair the interests of the customer.

15.2 With regard to all written documents – if available – only the German text is binding.

15.3 Should individual provisions of the contract or these terms and conditions of sale be or become invalid, this shall not affect the validity of the other provisions.