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General Terms and Conditions (GTC)

for purchase, works and service contracts (as of May 19, 2023) for Baldur Power GmbH

I. Scope

  1. We, Baldur Power GmbH (hereinafter referred to as “Baldur Power”), manufacture and distribute products in the field of renewable energies. In the same area we provide services and works of sales. The details result from individual orders to be concluded for this purpose, together with works and service descriptions, price lists and other contractual elements that may be required. These General Terms and Conditions (“GTC”) apply to all our business relationships with our customers subcontractors or suppliers.

  2. These general terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special assets under public law within the meaning of § 310 paragraph 1 BGB (German civil law code). Individual agreements made with the customer in individual cases (including ancillary agreements, additions and changes) shall in any case take precedence over these general terms and conditions. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract and our written confirmation.

  3. These General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods, regardless of whether we manufacture the corresponding product ourselves or purchase it from suppliers/subcontractors (§§ 433, 650 BGB /German Civil Law Code), as well as to works and installation contracts (§ 631 BGB/German Civil Law Code) and, where applicable, service contracts (§ 611 BGB/German Civil Law Code). Unless otherwise agreed, the General Terms and Conditions in the version in force at the time of ordering or commissioning by the customer or in any case in the version last communicated to the customer in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

  4. The sale of goods, their delivery and the provision of services and works by Baldur Power are exclusively subject to our General Terms and Conditions (“GTC”). The Baldur Power AGB apply exclusively. Deviating, conflicting or supplementing General Terms and Conditions of the customer shall only become part of the contract if and to the extent that we have expressly (in any case) agreed to their validity in writing. This requirement for consent applies in all cases, for example even if we are aware of the customer’s General Terms and Conditions and/or perform any service(s) unconditionally.

  5. Any conflicting general terms and conditions are hereby by Baldur Power expressly not accepted and, in any case, if contradicted. By placing an order with us based on an offer in accordance with these general terms and conditions and/or by receiving the goods or services, the customer expressly acknowledges and expressly agrees upon these exclusively general terms and conditions. References to the validity of statutory provisions are only clarifying. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly not amended or expressly excluded in these GTC.

  6. Agreements deviating from these general terms and conditions shall only legally (or in any other cases) bind us if we have expressly accepted them in writing in advance.

II. Conclusion of the contract and obligations

  1. Any offers from Baldur Power are non-binding and without engagement (=freibleibend und unverbindlich) unless they are expressly (in writing) designated as binding by Baldur Power. Letters of offers from Baldur Power merely in any case serve as an invitation to the customer to submit an offer corresponding to the content. Any or such offers will only be accepted by us with written confirmation and will only then and in written form be deemed accepted by Baldur Power.

  2. This also applies if we have provided the customer with catalogues, technical documentation (e. g. drawings, plans, calculations, calculations reference to DIN norms), other product descriptions or any other documents – also in electronic form – to which Baldur Power in any cases reserves the rights of ownership and copyrights.

  3. The order or commissioning by the customer shall be regarded as a binding contract offer. Unless otherwise stated in the order, Baldur Power is entitled to accept this contract offer (and/or order) within 14 calendar days of receipt by Baldur Power.

III. Delivery, transfer of risk

  1. 1. Our deliveries of goods shall be made at the expense and risk of the customer from our warehouse or the place where the goods are located, as far as the goods are delivered directly to the customer from their place of use.

  2. The risk passes to the customer as soon as the delivery is handed over to the forwarder or carrier (transport company) or leaves our warehouse for the purpose of shipment. If the delivery is delayed because of circumstances for which the customer is responsible, the risk shall pass over to the customer on the day of notification of readiness for dispatch. Any returns of non-accepted goods are made at the expense and risk of the customer unless Baldur Power is responsible for the return. The goods shall only be shipped in standard packaging unless otherwise agreed individually in advance in writing. Any returns of goods of deliveries of unaccepted goods (and/or others) are made at the expense and risk of the customer (also those of customers subcontractors) will be charged by Baldur Power to customer in fully and additional amount.

    This transfer of risk also applies if Baldur Power choses the way of transport and the transport company, as well as if Baldur Power exceptionally (according to prior written agreement) bears the transport costs.

    The acceptance may be declared either in writing (e. g. by order confirmation) or by delivery to the customer or performance of services.

    Baldur Power is entitled to deliver any goods from any of its locations and to invoice the costs towards the customer separately for this.

  3. Any Claims of the customer for expenses necessary for the purpose of subsequent performance, such as transport, travel, labor and material costs including any possible removal and installation costs, are excluded insofar as the expenses increase because the goods delivered by Baldur Power were subsequently transported to a place other than the customer’s establishment, unless the transfer corresponds to their intend of use.

  4. The place of performance (Erfüllungsort) for the delivery or performance and any subsequent performance (Nacherfüllung) is usually the place of performance on the construction site. The risk of accidental loss (zufälliger Untergang) and accidental deterioration (zufällige Verschlechterung) of the goods shall pass to the customer at the latest upon handover.

  5. In the case of a consignment purchase (Versendungskauf), however, the risk of accidental loss (zufälligen Untergang) and accidental deterioration (zufälligen Verschlechterung) of the goods as well as the risk of delay (Verzögerungsgefahr) shall be transferred to the forwarder, the carrier, the transport company or the person or institution otherwise designated to carry out the consignment and if the latter leaves our warehouse/place of dispatch (as determined by Baldur Power) for the purpose of dispatch. If the delivery is delayed as a result of circumstances for which the customer is responsible, the risk shall pass to the customer on the day of notification of readiness for dispatch.

    This transfer of risk also applies if Baldur Power chooses the means of transport and the transport company, as well as if we exceptionally (according to prior written agreement) bear the transport costs.

  6. At the request and expense of the customer, the goods may be shipped to another destination shipping purchase (Versendungskauf). Unless otherwise agreed, Baldur Power is then entitled to determine the type of shipment itself (in particular transport company, shipping route, packaging). Baldur Power will invoice the customer for these costs in any case in the fully amount and will not take over those costs for any cases.

  7. Any returns of non-accepted goods are made at the expense and risk of the customer unless Baldur Power (verifiable in written form) is responsible for the return. The goods are shipped only in standard packaging.

  8. Insofar as acceptance is agreed or customary, the acceptance shall be decisive for the transfer of risk. Also, in all other respects, the statutory provisions of contract law apply correspondingly or directly to an agreed or customary acceptance. The handover or acceptance is the same if the customer is in default of acceptance.

  9. If the customer is in default of acceptance, fails to cooperate or if Baldur Power delivery or service or works is delayed for other reasons for which the customer is responsible, Baldur Power is entitled to demand fully compensation for the resulting damage(s) including additional expenses (such as storage costs, material, product, employee costs for work, accommodation, travel etc.) from the customer. In order to fulfil Baldur Power´s contractual obligations, the customer must provide Baldur Power with uninterrupted access 7 days/24 hours to the construction site and ensure access. Baldur Power reserves the right to further claims against the customer and subcontractors (suppliers).

  10. The use of the goods for their intended use (für den bestimmungsgemäßen Gebrauch) or their commissioning (Inbetriebnahme) constitutes a tacit acceptance by the customer and Subcontractors (Suppliers). In this case, the acceptance no longer has to be explicitly declared by the customer or sucbcontractors (suppliers).

  11. Baldur Power reserves the right to apply and incorporate Incoterms 2020 for the delivery of goods and components, etc., required for the performance of the works and services into any of its contracts and may regulate this with the customer accordingly for all contracts/orders to be concluded. The customer acknowledges already now this inclusion and application of Incoterms 2020 into Baldur Power contracts in case Baldur Power is requesting this.

IV. Invoicing / payment due date

  1. The net invoice amount is to be paid by the customer to Baldur Power at the due date contractually agreed in writing.

  2. The remuneration shall be due and payable within 14 calendar days from the date of invoice and delivery or performance or acceptance of the goods or services by the customer to Baldur Power. However, we are entitled at any time, also within the framework of an ongoing business relationship, to perform a delivery or service in whole or in part only against advance payment by the customer. We shall declare a corresponding reservation at the latest with the written order confirmation. In individually concluded or to be concluded contracts, this provision may be deviated from this regulation if Baldur Power has agreed to this in advance in writing.

  3. Customers outside the EU who wish to receive a VAT-exempt invoice must provide us with their VAT ID number without being asked by Baldur Power to do so; customers outside the EU have to require a certificate from the relevant tax authority certifying their company status. If none of these confirmations are available, we will charge the German VAT applicable at the time of delivery of the goods or provision of the service. Baldur Power is entitled to demand a deposit/advance payment of their choice in any case from the customer. If the customer defaults any payment due to him, Baldur Power shall be entitled, notwithstanding the assertion of further damages for default, and without prior written reminder, to charge default interest at the rate applicable during the period of default at the respective statutory default interest rate after the due date of payment, above the base interest rate. Upon expiry of the aforementioned payment periods, the customer shall automatically be in default without written notice of default. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest (§ 353 HGB/Commercial Code of German law) shall remain unaffected.

  4. We shall be entitled to revoke payment terms granted and to declare the entire remaining debt due if the customer (i) culpably fails to meet its payment obligations or defaults, (ii) suspends its payments, (iii) files for insolvency over its assets or if (iv) the purchaser has filed an affidavit.

  5. If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the agreed remuneration is jeopardized by the Customer’s inability to pay, we shall be entitled in accordance with the statutory provisions to refuse performance and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB/German Civil law code). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

  6. Strikes, lockouts, accidental damage, pandemics, war events and other unforeseeable events for which we are not responsible, irrespective of whether they occur at our company or at one of our suppliers (“force majeure”), shall entitle us – to the exclusion of claims for damages by the customer – to withdraw from the contract or to postpone the start of performance or the delivery date by the duration of the hindrance at the customer’s expense. Any costs incurred as a result of delays in performance due to events such as strikes, lockouts, accidental damage, pandemics, acts of war and other unforeseeable events for which we are not responsible shall be borne in full and for any cases by the customer and shall be deemed to be a supplement to performance and may be invoiced to the customer by Baldur Power at any time.

  7. The customer shall only be entitled to rights of set-off or retention as well as objections to the extent that his claim has been legally established or is undisputed.

  8. With regard to the purchase/order and commissioning, the following provision shall apply: If Baldur Power is not able to deliver the goods to the customer after a reasonable grace period set by the buyer, the buyer shall be entitled to withdraw from the contract, this shall not apply if Baldur Power is not responsible for this. If the Buyer fails to pay the purchase price in whole or in part after the second reminder within the reasonable period of time set by us, we shall be entitled to withdraw from the contract immediately. If the goods/services have already been used by the buyer/customer, we shall be entitled to reimbursement of expenses for the respective period. The costs for this shall be borne in full by the customer.

V. Prices

  1. Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract shall apply, ex-warehouse, plus statutory value added tax. Deduction of cash discount is only permitted in case of express written agreement with Baldur Power.

  2. In the case of a sale by delivery to a place other than the place of performance (Section III), the Customer shall bear the transport costs from the warehouse, construction site and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

  3. Baldur Power reserves the right to adjust any increased prices in the event of a demonstrable and significant change in the cost of wages, materials, etc. and transport costs between the date of the quotation and the date of performance under the contract and after the conclusion of the contract due to any unforeseeable circumstances for which Baldur Power is not responsible.

  4. In the event that the documents provided by the customer were incorrect or incomplete and due to this an unforeseeable change of the originally agreed service by Baldur Power becomes necessary, we are also entitled to make an appropriate adjustment of the prices and to adjust this accordingly with a change of service to the contract and to charge this as additional expenditure plus applicable value added tax to the customer. The same shall apply in the event of changes in the law or changes in technical standards or guidelines after the conclusion of the contract.

  5. The customer shall inform Baldur Power immediately in writing in the event of changes to documents (e.g. drawings, construction plans, construction execution plans, specifications, approval documents, etc.) required for construction for Baldur Power or its service providers (subcontractors). Such documents shall be delivered by the customer in a timely manner. In the event of delays in the submission of such documents, the customer shall promptly notify Baldur Power thereof and the reason for the delay in writing. If delays occur in this connection, Baldur Power shall be entitled to claim any delay damages (including those incurred by suppliers or subcontractors) from the customer to the full extent.

VI. Terms of sale

  1. The delivered goods shall remain the property of Baldur Power until full payment of all claims/receivables arising from the business relationship with the customer, including all ancillary claims (reserved goods). This shall also apply to all future deliveries, even if we do not always expressly refer to this. Baldur Power shall be entitled to reclaim the purchased goods if the customer behaves in a manner contrary to the contract.

  2. The customer shall keep the property for Baldur Power free of charge. The customer shall be entitled to sell the goods in the ordinary course of business as long as he is not in default of payment. The customer undertakes to resell the goods only subject to retention of title until payment has been made in full. The claims arising from the resale or any other legal reason (e.g. insurance, tort) with regard to the goods subject to retention of title in the amount of the final invoice amount including VAT/sales tax shall be assigned by the Purchaser to Baldur Power in full already now by way of security.

  3. We accept this assignment already now and authorize the customer to collect the claims assigned to Baldur Power for our account in his own name. We may revoke this direct debit authorization if the Purchaser fails to properly meet its payment obligations. Upon our request – verbal, text or written – the Buyer shall immediately disclose the assignment and immediately hand over to Baldur Power the information and documents required for the collection of the claim. Pledges or transfers by way of security are not permitted at any time.

  4. The processing or transformation of the object of sale by the customer shall always be carried out in the name of and on behalf of Baldur Power. In this case, the customer’s expectant right to the purchased item shall continue in the transformed item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in relation of the objective value of our purchased item to the other processed items at the time of processing.

  5. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. In order to secure our claims against the customer, the customer shall also assign to us such claims as accrue to him against a third party as a result of the combination of the goods subject to retention of title with real property; we hereby accept this assignment.

VII. Claims for Defects

  1. The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below.

  2. The basis of our liability for defects is above all the agreement reached on the condition of the goods (Beschaffenheit der Waren/Sachen). Only those product descriptions which are the subject of the individual contract shall be deemed to be an agreement on the condition of the goods (Beschaffenheit der Waren/Sachen).

  3. Insofar as the condition has not been agreed, the relevant legal regulations shall be used to determine whether or not a defect exists. However, we do not assume any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

  4. The customer’s claims for defects shall be subject to the condition that the customer has complied with its statutory obligations to examine the goods and to give notice of defects (§§ 377, 381 HGB/(Code of Commercial German Law). If a defect becomes apparent upon delivery, inspection or at any later time, the customer or subcontractor shall immediately notify Baldur Power thereof in writing. If the customer/subcontractor fails to carry out the proper inspection and/or to give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.

  5. If the delivered item is defective, Baldur Power may first choose whether to provide subsequent performance by remedying the defect (rectification=Nachbesserung) or by delivering an item free of defects (replacement=Ersatzlieferung). Our right to refuse subsequent performance under the statutory conditions shall remain unaffected. The time of the rectification of defects shall be scheduled accordingly in coordination with the availability of the resources at Baldur Power (order situation) and shall be provided to the customer.

  6. If the customer or third parties carry out improper repair work (Instandsetzungsarbeiten) or modifications, Baldur Power shall likewise not be entitled to any claims for defects for these and the resulting consequences.

  7. Baldur Power shall be entitled to make the subsequent performance owed dependent on the customer paying the remuneration due.

  8. The customer shall give Baldur Power the time and opportunity required for the subsequent performance (Nacherfüllung) owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to Baldur Power in accordance with the statutory provisions.

  9. The customer shall not be entitled to take the goods back (Selbstvornahmerecht) himself at any time and in any case.

  10. Only in urgent cases (proven in writing), e.g. in the event of a risk to operational safety or to prevent disproportionate damage, shall the customer have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. Baldur Power is to be notified of such self-remedy immediately, if possible, in advance in writing. The right of self-execution shall not apply if we are legally entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

  11. If the subsequent performance (Nacherfüllung) has failed, or if a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable (entbehrlich) under the statutory provisions, the customer may terminate the contract or reduce the purchase price. The right of withdrawal for the customer is in any case excluded.

  12. Claims of the customer for damages or reimbursement of futile expenses shall only exist in the event of defects only in accordance with Section VII (Claims of defects) of this GTC and shall otherwise be in any case excluded.

  13. Baldur Power shall only provide guarantees for any product that goes above the liability for defects set out herein if we have agreed this expressly and project-specifically in writing with the customer in advance.

  14. If a defect is presented within the warranty period, we shall make a replacement delivery or rectification with regard to the defective parts if a complaint is made in due time by the customer. The warranty period is twelve (12) months, unless it is a consumer goods purchase, and starts with the day of delivery. Rectification (Nachbesserung) of defects shall normally be carried out at Baldur Power’s premises in case of free delivery by the Buyer.

  15. The customer shall notify Baldur Power in writing of the defect in the goods upon arrival without undue delay, but no later than within two (2) working days after delivery or after the appearance of the defect or after the customer has become or should have become aware of the defect (immediate written information by customer necessary to Baldur Power in any case is requested). The defective delivery items shall be kept ready for inspection by Baldur Power in the condition in which they are at the time of discovery of the defect.

VIII. Use of subcontractors

  1. Baldur Power is permitted without restriction to use suitable subcontractors/suppliers to fulfill its contractual obligations. The rejection of certain subcontractors or even suppliers by the customer is only possible with comprehensive written justification.

  2. The customer shall maintain all customary project insurances and shall ensure that Baldur Power is appropriately co-insured under them. The customer shall bear the subsoil risk in full and under all circumstances.

IX. Exclusion of Liability

  1. Any breach of the above obligations excludes any warranty claims against Baldur Power.

  2. The above provisions of this regulation shall not apply to used items delivered under exclusion of any warranty. Other claims for damages shall be excluded unless the damage incurred can be proven in writing to have been caused intentionally or demonstrably by gross negligence on the part of Baldur Power or our vicarious agents (Erfüllungsgehilfen).

  3. Except in the case of intent or gross negligence, our liability is excluded. In the absence of intentional or grossly negligent breach of contract, liability for damages in the event of a breach of material contractual obligations (“cardinal obligations”) shall be limited to the foreseeable, typically occurring damage.

  4. Liability for culpable injury to life, body or health and liability under the German Product Liability Act (ProdHaftG) shall remain unaffected.

X. Terms and Conditions of Contract for Works

If Baldur Power produces an individually determined works (special production) for the customer and if Baldur Power renders special work services in this connection, the following shall apply in all other respects:

  1. Baldur Power shall be entitled to use subcontractors in the production of any works.

  2. Except in the case of intent or gross negligence, the liability of Baldur Power and its subcontractors shall be excluded. In the absence of intentional or grossly negligent breach of contract, liability for damages in the event of breach of cardinal obligations shall be limited to the foreseeable, typically occurring damage and, in the case of contracts concluded individually in addition to the General Terms and Conditions typically occurring damage to a maximum of 100% of the specific damage order value.

  3. Liability for culpable injury to life, body or health and liability under the German Product Liability Act (ProdHaftG) remains unaffected.

XI. Conditions for the contract for services

If Baldur Power provides services to the customer, the following shall apply in all other respects:

  1. customer agrees to promote the success and timely completion of the Project at each stage through active and reasonable cooperative actions.

  2. The customer shall immediately notify Baldur Power of any deviations from any schedule.

  3. Except in cases of intent or gross negligence, our liability is excluded. In the absence of intentional or grossly negligent breach of contract, liability for damages in the event of breach of cardinal obligations shall be limited to the foreseeable, typically occurring damage to a maximum of 100% of the specific damaged order value.

  4. Liability for culpable injury to life, body or health and liability under the (ProdHaftG/German Product Liability Law) shall remain unaffected.

XII. Statute of Limitations

  1. The limitation period for claims arising from material defects and defects of title shall be agreed on a project-specific basis in each case. In the absence of an express agreement, the statutory limitation periods shall apply.

  2. Special statutory provisions on the statute of limitations such as §§ 444, 445 b BGB (German Civil Law Code) shall remain unaffected in any case.

  3. The respective applicable limitation periods shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods or works, unless the application of the regular statutory limitation period (§§ 195, 199 BGB/German Civil Law Code) would lead to a shorter limitation period in the individual case. However, claims for damages by the customer pursuant to § 8 para. 2 sentence 1 and sentence 2(a) as well as pursuant to the German Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

XIII. Confidentiality

  1. The parties undertake to treat all confidential information of which they become aware directly or indirectly in connection with this or any other Agreement as strictly confidential and not to disclose it to unauthorized persons or otherwise make it accessible without the prior written consent of the other party.

  2. In addition, the parties undertake in writing to take suitable precautions to protect the confidential information (conclusion of confidentiality agreements) and to secure it against unauthorized access by third parties.

  3. We refer to our current (confidentiality agreement). Its acceptance and signing by the customer and all business partners of Baldur Power is a prerequisite in its entirety for the initiation and conclusion of business relationships and contracts of any kind. Without their acceptance, Baldur Power is not entitled to conclude legal transactions of any kind with the customer. It is a prerequisite in its entirety for the initiation and conclusion of business relationships and contracts of any kind. Without their acceptance Baldur Power is not entitled to conclude legal transactions of any kind with the customer.

  4. In the event of a breach of this confidentiality agreement by the customer or its service providers e.g. Subcontractors, a contractual penalty in the amount of EUR 200,000.00 shall be payable to Baldur Power.

XIV. Intellectual property

  1. We reserve title and copyright to all documents provided to the customer in connection with the placing of the order – also in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give our express written consent to do so. If we do not accept the ordered offer within the period of two (2) weeks, these documents shall be returned to us without delay. In the event of infringement of these property rights, we also refer in this context to compliance with our current data protection agreement. In any case of infringement Baldur Power is also entitled to claim a contractual penalty of EUR 200,000.00 against the customer.

  2. Baldur Power shall be entitled to all rights to all work results in connection with the activities of Baldur Power vis-à-vis the customer, in particular all rights of use (Nutzungsrechte) under copyright law, all trademark and labelling rights as well as design rights, and other intellectual property rights (including all stages of development) exclusively and without restriction.

  3. All property rights (Schutzrechte) and rights of use are not transferable to the customer or its subcontractors but are subject to approval by Baldur Power and must be obtained in writing in advance.

    4. If objects or the like are manufactured according to drawings, sketches or other instructions provided by the customer, the customer shall be solely responsible for ensuring that no third-party property rights are infringed thereby.
  4. The customer shall not be entitled (in any case) to assert any rights arising from the documents provided to Baldur Power by the customer or based on the customer’s instructions derive due to infringements of industrial property rights based on the observance of documents or instructions provided by the customer.

  5. If claims are asserted against Baldur Power by third parties due to such an infringement of property rights (Schutzpflichtverletzung), the customer shall be fully liable for any claims arising therefrom.

XV. Final Provisions

  1. Amendments and any changes to all contracts and these general terms and conditions (GTC) of Baldur Power require text form.

  2. The place of performance (Erfüllungsort) and payment (Zahlungsort) as well as the place of jurisdiction for all obligations arising out of this contract shall be, at our discretion, Hamburg; German law shall apply unless otherwise agreed individually in text form with the customer.

  3. The contractual relationship, also for services outside Germany, shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

  4. Should in any cases individual provisions of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions of the contract. The invalid provision shall be replaced by a valid provision which comes as close as possible to the intended economic purpose.

  5. In the event of any contradictions between these General Terms and Conditions and individual orders with the respective appendices, the provisions of the individual orders shall take precedence. The customer is not permitted to assign the contract in whole or in part to a third party without our prior written consent.
Urheberrecht-Copyright:
© The sole author of these General Terms and Conditions (GTC) is Baldur Power. These General Terms and Conditions are protected by copyright. In case of duplication or use or passing on for use, a contractual penalty of the amount stated herein may be imposed.