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General rent condition (German version)

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General Terms and Conditions of Supply

I. Application

1. These General Terms and Conditions of Supply shall apply to all business relationships between GIFAS ELECTRIC GmbH and businesses, juridical persons under public law and special funds under public law.
All supplies of goods and services (hereinafter Supplies) and offers made by GIFAS ELECTRIC GmbH (hereinafter Supplier) are based exclusively on these General Terms and Conditions of Business and Supply. They constitute an integral part of all contracts between the Supplier and his contractual partners (hereinafter Customers) concerning the supplies offered by him. They also apply to all future supplies to the Customer, even if they are not separately agreed.

2. Neither the Customer’s nor any third party’s terms and conditions of business shall apply, even if the Supplier has not raised any specific objection to their application. This shall apply even if the Supplier makes reference to a written communication from the Customer which contains or refers to the Customer’s terms and conditions of business. Where, exceptionally, the Customer’s or a third party’s terms and conditions of business are to apply, the Supplier must give his express written consent.

3. Individual agreements between Supplier and Customer, including ancillary agreements, additions and amendments, shall take priority over the provisions of the General Terms and Conditions of Supply. The content of priority individual agreements shall derive from a written contract which shall be concluded for this purpose, or from written confirmation from the Supplier.

4. References to the application of statutory provisions are for clarification purposes. Even without any such reference, the statutory provisions shall apply, unless they are directly amended or excluded in these General Terms and Conditions of Supply.

II. Offers and conclusion of contract

1. All quotations from the Supplier are non-binding and without obligation, unless it is expressly indicated that they are binding or they contain a specific term of acceptance. The Supplier may accept orders or commissions within two weeks of receipt.

2. The only binding basis for the legal relationship between the parties shall be the contract of supply, concluded in writing, or the Supplier’s written order confirmation, which shall include these General Terms and Conditions of Supply. This shall also apply if the Customer was provided with catalogues, technical documentation (e.g. drawings, plans, computations, calculations, references to DIN standards), other product descriptions or any other documents, including those in electronic format. Oral agreements are non-binding. Additions and amendments to the contract of supply must be confirmed in writing by the Supplier in order to be valid.

3. Data provided by the Supplier regarding the subject of the supply (e.g. weights, dimensions, use values, load-bearing capacity, tolerances and technical data), together with any depiction of the same provided by the Supplier (e.g. drawings and illustrations), are approximations only, unless the usability of the Supply for the contractually intended purpose requires exact conformity. They do not represent guaranteed characteristics. Normal trade variations resulting from statutory provisions or representing technical improvements, together with the replacement of components by equivalent parts, shall be allowable, insofar as they do not detract from the usability of the Supply for the contractually intended purpose.

4. The Supplier reserves without restriction his rights of ownership and exploitation of copyright in respect of cost estimates and drawings, together with drawings, illustrations, calculations and other documents (hereinafter Documents) made available to the Customer. The prior consent of the Supplier is required before the Documents are made accessible or disclosed to third parties, or are utilised or reproduced by the Customer himself or by a third party. If the order is not placed or the contract is not executed, or if one party withdraws from the contract, the Documents shall be returned to the Supplier, upon his request, immediately and in their entirety.

5. The Supplier shall be entitled to make the Customer’s Documents accessible to third parties provided that he is using them in order to fulfil his contractual obligations towards the Customer, particularly if he has assigned the Supply to third parties.

III. Prices, payment terms, set-off and right of retention

1. The prices shall be understood to cover the scope of the supply, as set out in the order confirmation, including ex works delivery but excluding packaging, and plus the statutory VAT at the rate applicable at the time.
The Customer shall bear all transport costs ex works. Neither transport packaging nor any other packaging, with the exception of pallets, will be taken back by the Supplier.

2. Where the Supplier has assumed responsibility for installation or assembly, and unless otherwise agreed, the Customer shall bear, in addition to the agreed price for the goods and services, all necessary ancillary costs, such as travel expenses, the cost of transport of tools and personal luggage, together with allowances.

3. Unless otherwise agreed in individual cases, invoice amounts shall be paid within 10 days of receipt of the invoice by transfer into a bank account named by the Supplier or by sending a cheque to the Supplier’s head office. The Customer is not authorised to make payment by cash or cheque to the Supplier’s employees. The date of the payment shall be the date it is credited to the Supplier. Cheques shall not be deemed to be payment until they have been cleared. If the Customer does not make payment within the prescribed period, interest at 8 percentage points per annum above the applicable base rate shall be payable on the outstanding amounts. In the event of late payment the Supplier can apply higher interest rates or claim higher damages.
In the event of late payment the Customer shall be obliged, following the second reminder, to reimburse the Supplier € 5.

4. The Customer can only treat any such claims as set-off, or assert a right of retention based on his own claims, where these have been established without dispute or in law. Should the subject of the supply be defective, the Customer’s rights shall remain unaffected

5. If it becomes apparent after the conclusion of the contract that the Supplier’s claim to remuneration is jeopardised by lack of performance on the part of the Customer (e.g. by application for commencement of insolvency proceedings), the Supplier shall be entitled, in accordance with statutory provisions, and – where appropriate after a specified period of grace – to withdraw from the contract (§ 321 BGB [German Civil Code]). For contracts concerning the production of non-fungible items (one-off productions) the Customer can declare withdrawal immediately; the statutory provisions regarding the dispensability of a period of grace shall remain unaffected.

IV. Retention of title

1. The subjects of the supply shall remain the property of the Supplier until all amounts payable to the Supplier arising out of the business relationship with the Customer (secured claims), have been paid. In the event that the value of the security interests due to the Supplier exceeds the level of all secured claims by more than 10%, the Supplier shall, at the Customer’s request, release an appropriate part of the security interests.

2. The goods held under retention of title shall neither be pledged to a third party nor be assigned by way of security until full payment of the secured claims has been made.
The Customer shall inform the Supplier immediately in writing of any third party access to the subjects of the supply and of the extent of the access.

3. In the event that the Customer behaves in a manner contrary to the terms of the contract, in particular in the event of non-payment of the purchase price, the Supplier shall be entitled, in accordance with the statutory provisions, to withdraw from the Contract and/or to demand return of the goods under retention of title. The demand for return of goods shall not be deemed to include a simultaneous declaration of withdrawal; the right to withdrawal can be reserved despite the issue of the demand for return. In the event that the Customer does not pay the purchase price, the Supplier may only assert such rights if he has previously set the Customer a reasonable period for payment without result or if the setting of such a period may be waived under the statutory provisions.

4. The Customer is authorised, while adhering to the provisions set out below and within the ordinary course of business, to resell and/or to process the subjects of the supply under retention of title.
– The retention of title is extended to cover the products resulting from processing, mixing or combining with the items supplied by the Supplier at their full value, whereby the Supplier shall be deemed the producer. If, during the course of processing, mixing or combining with goods from third parties, the title of the latter is retained, then the Supplier shall acquire co-ownership in the ratio of the invoiced values of the processed, mixed or combined items. In other respects the same shall apply to the resulting product as to the goods supplied under retention of title.
– By way of security, the Customer assigns to the Supplier any claims against a third party which shall accrue from the onward sale of the goods or product in their entirety or at the level of the Supplier’s potential co-ownership share in accordance with the above provisions. The above obligations of the Customer shall also apply with regard to the assigned claims.
– The Customer, as well as the Supplier, is authorised to collect such claims. The Supplier shall be obliged not to collect the claim as long as the Customer fulfils his payment obligations towards the Supplier, does not fall into arrears nor becomes subject to an application for commencement of insolvency proceedings and provided his performance is not impaired in any other way. If however the above is the case, the Supplier can require that the Customer disclose the claims assigned and their debtors, provide all information necessary for the collection of the claims, surrender the related documents and inform the debtors of the assignment.

V. Delivery, delivery period, impossibility, part-deliveries, delay

1. Delivery is ex works, which shall be deemed the place of fulfilment.
If the Customer requests that the Supply be dispatched to a different location (sale by dispatch), the Supplier shall be entitled to determine the method of dispatch (e.g. packaging, type and route of dispatch, transport company).

2. Target dates specified by the Supplier for supplies of goods and services are always only approximate unless a firm time limit or target date has been explicitly promised or agreed. Insofar as dispatch was agreed, the time of handover to the forwarding agent, carrier or other third party commissioned with the transport shall be deemed to be the basis for time limits and target dates.

3. Adherence to time limits and target dates presupposes the punctual receipt of all documents made available by the Customer, in particular plans, necessary authorisations and approvals, together with adherence to agreed payment and other obligations. If the Customer does not fulfil his obligations punctually, the Supplier can – without prejudice to his rights arising out of delay on the part of the Customer – request an extension of the agreed time limits or a postponement of agreed target dates in respect of the period within which the Customer does not fulfil his obligations.

4. If, at the wish of the Customer or because of circumstances within his control, dispatch or delivery is delayed by more than one month from notification of readiness for dispatch, the Customer shall owe, for every month or part thereof, a storage fee of 0.5 % of the price of the subjects of the supply, up to a maximum of 5 %. The contracting parties reserve the right to demonstrate higher or lower storage costs.

5. The Supplier is not liable for the inability to supply or for delays in delivery as a result of force majeure or other events which, at the time the contract was concluded, were unforeseeable and not within the control of the Supplier (e.g. operational breakdowns of all kinds, difficulties with procurement of materials and energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining the necessary official authorisations, official procedures, non-delivery or incorrect or late delivery by suppliers). Insofar as such events make it impossible, or substantially more difficult, for the Supplier to fulfil his contractual obligations and the hindrance is not just temporary, the Supplier shall be entitled to withdraw from the contract. In the event of temporary hindrances the time limits and target dates to which the Supplier is required to adhere shall be deferred by the length of the hindrance period plus a reasonable lead period. Insofar as, in consequence of the delay, the Customer is no longer expected to take delivery of the Supply, he can, in compliance with the provisions of Article V No 9, state his withdrawal by means of a written declaration to the Supplier.

6. Upon the request of the Supplier, the Customer shall be obliged to state, within a reasonable period, whether he withdraws from the contract because of the delay in the Supply or insists on the Supply being made.

7. Insofar as the Supply is impossible for reasons within the Supplier’s control, the Customer shall be entitled to claim damages. The Customer’s claim for damages shall be limited to 10 % of the value of that part of the Supply which could not be put into useful operation because of the impossibility. This limitation shall not apply insofar as the Supplier is liable due to intent or gross negligence. This does not entail a shift in the burden of proof to the detriment of the Customer. The Customer’s right to withdraw from the contract shall remain unaffected.

8. The Supplier is entitled to make part-deliveries if the part-delivery can be used by the Customer within the context of the contractually agreed intended use, the supply of the remaining ordered goods is guaranteed and the Customer does not thereby incur significant additional expenses or costs (unless the Supplier declares himself prepared to assume the costs).

9. Insofar as unforeseeable events, in particular those set out in Article V No 5, substantially alter the commercial significance or the content of the Supply or affect the Supplier’s operation, the contracting parties shall be obliged to make appropriate adjustments to the contract in accordance with the principles of good faith. If this is not reasonable for the Supplier, he shall have the right to withdraw from the contract without prejudice to a prior extension of the delivery period. If the Supplier wishes to withdraw from the contract, he must indicate this to the Customer immediately after being made aware of the extent of the circumstances which entitle him to withdraw.

10. If the Supplier defaults and if the Supplier is responsible for the delay, the Customer can withdraw from the contract following unsuccessful written request, allowing a grace period of at least a further 4 weeks, provided that the acceptance of the Supply has become unreasonable for him. During the period of grace he shall have no claim to damages caused by delay.

Supplier delay exists only in the event of an explicit agreement on a firm delivery date.
A Supply which is delayed because of late delivery by one of the Supplier’s suppliers shall not be deemed to be within the control of the Supplier. Under these circumstances, the Customer shall only have a claim against the Supplier if the judicial enforcement of the above claims was unsuccessful, or has no prospect of success, e.g. due to insolvency. During legal proceedings against the Supplier’s suppliers the limitation period for the relevant claims by the Customer against the Supplier is suspended.

11. In the event of supplier delay, his liability is limited in accordance with Article X of these General Terms and Conditions of Supply.
Whether delivery is in default shall be determined according to the statutory provisions. In every case a written reminder shall be required from the Customer.

VI. Place of fulfilment, dispatch; packaging, transfer of risk, acceptance

1. The place of fulfilment for all obligations arising out of the contractual relationship shall be the Supplier’s production site. If the Supplier is in default in respect of the installation and assembly, the place of fulfilment for this purpose shall be the location where the installation and assembly are intended to take place.

2. The risk passes with the handover of the subject of the supply (whereby the loading operation is decisive) to the forwarding agent, carrier or other third party appointed to handle the dispatch to the Customer. This shall also apply if there are part-deliveries or the Supplier is still in default in respect of other services (installation and assembly). If the dispatch or the handover is delayed in consequence of a circumstance which is within the control of the Customer, the risk shall pass to the Customer with effect from the day on which the subject of the supply is ready for dispatch and the Supplier has indicated this to the Customer.

3. The Supplier shall insure the subjects of the supply which are to be dispatched, only if this is expressly requested by the Customer, and at the latter’s expense, against theft, breakage, damage resulting from transport, fire and water or other insurable risks.

4. Insofar as there is to be an acceptance, the Supply shall be deemed accepted if and when
– delivery and – to the extent that this is due from the Supplier – installation and assembly are completed,
– the Supplier has informed the principal of this by notifying him of notional acceptance under this provision and has asked him to accept delivery,
– 14 working days have passed since delivery and – to the extent that this is due from the Supplier – installation and assembly, or
– the Customer has refrained from accepting delivery within this period for a reason other than a defect indicated to the Supplier which renders the use of the purchased item impossible or significantly detracts from its use,
– the Customer has begun to use the subject of the supply.

5. The Customer may not refuse acceptance for insignificant defects.

VII. Installation and assembly

1. Insofar as the Supplier has undertaken the installation and assembly process, the Customer shall provide in good time and shall bear the costs of:
– all excavation, construction work and other ancillary works including the necessary skilled and unskilled personnel, building and other materials,
– the items and materials required for assembly and commissioning, together with materials such as scaffolding, lifting gear and other devices, fuel and lubricants,
– energy and water at the assembly site, including connections, heating and lighting,
– the provision at the assembly site of sufficiently large, suitable, dry, closable and lockable spaces for storing machine parts, apparatus, materials, tools etc, and, for assembly personnel, appropriate workspaces and rest rooms, to include sanitation facilities commensurate with the circumstances; in addition, the Customer shall take the same measures for the protection of the Supplier’s property and assembly personnel at the assembly site as he would take for the protection of his own property and personnel;
– protective clothing and equipment required because of special circumstances at the assembly site.

2. Before beginning the installation and assembly process, the equipment and items required at the assembly site and all preparatory work before the start of construction and assembly must be sufficiently advanced that the installation and assembly can begin and continue without interruption in accordance with the agreement. The access routes and the installation and assembly site must have been levelled off and cleared.

3. Before beginning the installation and assembly process, the Customer shall provide, unprompted, the necessary particulars concerning the position of concealed electricity, gas and water conduits or similar installations together with the requisite information about statics.

4. If the installation, assembly and commissioning are delayed for reasons within the control of the Customer, the Customer shall bear, at the appropriate level, the costs for waiting time and any necessary additional travel incurred by the Supplier or the assembly personnel.

5. The Customer shall issue the Supplier promptly on a daily basis, or, in the case of a relatively long period, weekly, with a certificate indicating the length of the assembly personnel’s working hours and the conclusion of the installation, assembly and commissioning process.

VIII. Warranty, material defects

1. The subjects of the supply are to be carefully examined immediately upon delivery to the Customer or to the third party designated by him. They are deemed approved if the Supplier is not issued with a written notification of defect concerning evident or other defects discernible in the course of an immediate careful examination within 7 working days of delivery of the subject of the supply or otherwise within 7 working days of the discovery of the defect or any earlier date upon which the defect became discernible to the Customer during normal use of the subject of the supply without closer examination.
This shall not apply to transport damage, for which a claim shall be made directly and immediately against the forwarding agent, the carrier or other third party commissioned with the transport.

2. The performances or part-performances which show evidence of material defect already in existence at the time of the transfer of risk, and which have been claimed by the Customer during the warranty period, shall be either remedied free of charge, replaced or performed again at the Supplier’s discretion. At the Supplier’s request, the subject of the supply which has given cause for complaint shall be returned carriage paid to the Supplier. In the event that the notification of defect proves justified, the Supplier shall refund the cost of the cheapest method of dispatch; this shall not apply if the costs are increased because the subject of the supply is at a different location from the one where the subject of the supply was intended to be used. If the notification of defect proves unjustified, the Customer shall be obliged to compensate the Supplier for the costs incurred thereby.

3. The warranty period shall be 12 months. This shall not apply, insofar as the law prescribes mandatory longer time limits, nor in the event of intent, fraudulent concealment of defect, or failure to adhere to a guarantee of conditions or characteristics. The statutory provisions concerning the suspension, interruption and restart of the time limits shall remain unaffected.

4. In the event of defects in construction parts from other manufacturers, which the Supplier cannot remedy for reasons connected with licensing law or for factual reasons, the Supplier shall assert his warranty claims against the manufacturer and supplier on behalf of Customer, or assign such claims to the Customer. In the event of such defects, warranty claims against the Supplier exist under the terms of the other preconditions and the stipulations of these General Terms and Conditions of Supply only if the judicial enforcement of the above-mentioned claims against the manufacturer and supplier was unsuccessful or has no prospect of success, e.g. due to insolvency. During legal proceedings the limitation period for the relevant warranty claims by the Customer against the Supplier is suspended.

5. Defect claims shall not exist for purely immaterial deviation from the agreed conditions and characteristics, for purely immaterial impairment of usability, normal wear and tear, in particular for the supply of consumables or for damage which occurs after transfer of risk in consequence of improper handling, excessive demands, unsuitable operating facilities, defective construction work, an unsuitable construction site or software errors that cannot be reproduced.

6. The proper use for their intended purpose of the items supplied by the Supplier shall be a precondition for any warranty claims. The warranty claim no longer applies if, without the consent of the Supplier, the Customer alters the subject of the supply or allows a third party to alter it, thereby making it impossible or unreasonably difficult to remedy any defect. In every case the Customer shall bear the additional costs of the remedy of defects resulting from the change. Further, the warranty claim shall no longer apply if the material defect in the subject of the supply results from inappropriate use, a lack of regular maintenance or exposure to external conditions which could impair the durability and the proper functioning of the subject of the supply.

7. If, in individual cases, a supply of used goods is agreed with the Customer, it shall not be subject to any warranty for material defects.

8. Recourse claims by the Customer against the Supplier under the terms of § 478 BGB [German Civil Code] shall exist only insofar as the Customer has not entered into any agreements with a third party which go beyond the statutory defect claims. Where any other claims against the Supplier are concerned, the above provisions shall apply.

9. Where notification of defects has been acknowledged by the Supplier as justified, the Customer may withhold payment of an amount proportionate to the defects notified. The Supplier shall be entitled to make the remedy of the defect dependent on payment of an appropriate part of the remuneration.

10. The Customer shall grant the Supplier the necessary time and opportunity to remedy the defect. In the event of a replacement supply, the Customer shall return the defective item to the Supplier in accordance with statutory provisions. The remedy of the defect shall include neither the removal nor the installation of a defective subject of supply insofar as the Supplier did not undertake the assembly process.

11. For potential claims for damages by the Customer the restrictions of these General Terms and Conditions of Supply shall apply.

IX: Industrial property rights and copyright, defect of title

1. The Supplier guarantees that the subject of the supply is free from any intellectual property rights or copyrights (hereinafter Property rights) of third parties in the land where the supply is made. If, within the time limit set out in Article VIII No 3, a third party asserts claims in respect of infringement of Property rights by the supplies made by the Supplier, and used in accordance with the contract, the following applies:

2. The Supplier shall, at his own discretion and at his own expense, either procure a right of use for the affected supplies, or alter them in such a way that the Property right is not infringed or exchange them. If this is not possible for the Supplier under reasonable conditions, the Customer may exercise the statutory right to withdrawal or reduction.

3. In the event of the infringement of Property rights by products from other manufacturers and sub-suppliers, the Supplier shall, at his own discretion, assert his claims against the manufacturers and sub-suppliers on behalf of the Customer or assign such claims to the Customer. Claims against the Supplier shall exist under this provision only if the judicial enforcement of the above-mentioned claims against the manufacturers and sub-suppliers was unsuccessful, or has no prospect of success, e.g. due to insolvency.

4. The Supplier’s above-mentioned obligations shall exist only insofar as the Customer informs the Supplier immediately in writing of the claims asserted by the third party, does not recognise an infringement and insofar as the right of the Supplier to all defensive measures and settlement negotiations is reserved. If the Customer suspends the use of the subject of the supply on the grounds of damage minimisation or for other significant reasons, he shall be obliged to make the third party aware that the suspension of use is not connected with an infringement of Property rights.

5. Any claims by the Customer because of infringement of Property rights are excluded, insofar as these were within his control. Such claims are also excluded, insofar as the infringement of Property rights was caused by special requirements stipulated by the Customer, or by a type of use not foreseeable by the Supplier or in the event that the supplies were altered by the Customer or were employed together with products not supplied by the Supplier.

6. For potential claims by the Customer for damages arising from infringement of Property rights the restrictions of these General Terms and Conditions of Supply shall apply.

7. In the event of any other defect of title, the provisions of this Article of the General Terms and Conditions of Supply shall apply as appropriate. Any further claims by the Customer against the Supplier and his vicarious agents in connection with a defect of title, other than those regulated by this Article IX, are excluded.

X. Claims for damages, limitation period

1. Under this Article of the General Terms and Conditions of Supply, insofar as there is culpability, claims by the Customer for damages and for reimbursement of expenses (hereinafter Claims for damages), on whatever legal grounds, in particular on the grounds of impossibility, delay, defective or incorrect Supply, breach of contract, breach of obligations during contract negotiations and tort shall be limited.

2. The Supplier shall not be liable for damage due to simple negligence on the part of its corporate bodies, statutory representatives, employees or other vicarious agents insofar as there is no breach of essential contractual obligations. Essential contractual obligations are the obligations to punctual delivery and – insofar as agreed – installation and assembly of the subject of the supply free from significant defects, together with the obligations to provide advice and protection and the duties of care which will enable the Customer to use the subject of the supply in accordance with the contract, or which are intended for the physical protection of the Customer’s personnel and the protection of his property against significant damage.

3. Insofar as, under the provisions of this Article of the General Terms and Conditions of Supply, the Supplier is in principle liable for damages, this liability shall be limited to damages which the Supplier foresaw, when the contract was concluded, as a potential consequence of a breach of contract, or which he should have foreseen if he had applied due care and attention. Indirect damage and consequential damage which is the consequence of defects in the subject of the supply are otherwise only eligible for compensation insofar as these are typically to be expected when the subject of the supply is being used in accordance with its intended purpose.

4. In the event of liability for basic negligence where there has been a breach of essential contractual obligations, the liability of the supplier for material damage and the resulting financial loss is limited to an amount of € 3,000,000 per damage event (in accordance with the amount currently covered by the insurance taken out by the Supplier against the relevant damage).

5. The above liability disclaimers and limitations of liability apply in equal measure to the corporate bodies, statutory representatives, employees and other vicarious agents of the Supplier.

6. Insofar as the Supplier provides technical information or is involved in an advisory capacity, and this information or advice is not part of the contractually agreed scope of the Supplier’s services, it shall be provided free of charge and under exclusion of any liability.

7. The limitations of the Supplier’s liability under the provisions for his liability shall not apply to the Supplier’s liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the [German] Product Liability Act.

8. The above provisions do not entail a shift in the burden of proof.

9. Insofar as the Customer is entitled to Claims for damages under this Article, these shall lapse at the end of the time limit applicable under Article VIII No 3. The same shall apply as regards measures taken to avoid damages (e.g. product recall action). For Claims for damages under the terms of the Product Liability Act the statutory provisions for limitation periods shall apply.

XI. Place of jurisdiction and applicable law

1. The general place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the place where the Supplier is legally domiciled. This shall be the sole place of jurisdiction for legal action by the Customer. The Supplier shall also be entitled to take legal action in the place where the Customer is legally domiciled.

2. The relationships between the Supplier and the Customer are subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

XII. Binding effect of the contract
In the event of the invalidity of individual provisions, the other parts of the contract and the General Terms and Conditions of Supply shall remain effective insofar as adherence to the contract does not result in unreasonable hardship for one of the contracting parties.
Insofar as the contract or the General Terms and Conditions of Supply contain invalid provisions or loopholes, such legally valid provisions shall be deemed agreed for the purpose of filling these loopholes as the contracting parties would have agreed, in accordance with the commercial objectives of the contract and the purpose of these General Terms and Conditions of Supply, if they had been aware of the invalidity or the loophole.