I. General Conditions Area of Application
- Our General Terms & Conditions shall apply exclusively. We shall not recognise conflicting or divergent terms and conditions of the Purchaser unless we give our express consent in writing. Our General Terms & Conditions shall also apply in the event that we continue to supply the Purchaser I perform a service for the Purchaser without reservation, well aware that the Purchaser's terms and conditions contradict or deviate from our own.
- Any agreements reached between us and the Purchaser for the purpose of the execution of this contract shall be recorded in this contract in writing.
- Should conditions other than these be agreed for an order, these conditions shall be deemed to be subordinate and supplementary.
- Our General Terms & Conditions shall also apply to all future transactions with the Purchaser.
II. Offers and Contracts
- Our offers are always subject to confirmation. Any work we carry out for the purpose of drawing up an offer may be charged to the Purchaser if agreed in the individual case.
- Contracts and other agreements, particularly such that have been drawn up in person, by telephone, electronically in writing (e-mail etc.), shall only become binding once we confirm them in writing.
- Any information contained in brochures, catalogues, advertisements, price lists or documents related to the offer is not binding unless specifically declared as such in the order confirmation. This applies particularly to illustrations, measurements, descriptions and packaging. We expressly reserve the right to make changes.
- We reserve the right of ownership and copyright with regard to cost proposals, drawings, figures, drafts, calculations and other documents. Such documents may not be used, copied or made available to third parties by the Purchaser without our prior written consent. Failing the conclusion of a contract, such documents shall be returned to us immediately.
- With regard to the supply of engineered parts, we reserve the right to supply+/ -10%.
III. Delivery Period I Delays
- The delivery period shall always be considered approximate unless a fixed date is agreed. Supply and delivery periods begin upon conclusion of the contract.
- The observation of deadlines for the provision of deliveries and services is subject to the timely receipt of all the documents, necessary authorizations, releases and plans required from the Purchaser, binding information from the Purchaser in accordance with the "Questionnaire on the condition of the building site and other requirements", payment being made in accordance with the contract, in particular any advance payment due, as well as other obligations on the part of the Purchaser. If these conditions are not met on time, deadlines shall be extended accordingly; this does not apply if we are responsible for the delay.
- The delivery deadline without prejudice to a case of delay in delivery shall be extended appropriately in the event of unexpected impediments which we were unable to avoid despite all reasonable care adequate in the case in question, whether the problem arose at our site or with our subcontractors (e.g. operational disturbances, official interventions, energy supply problems, delays in the supply of significant amounts of raw, work and processing materials). The same also applies in the event of strikes, lockouts or events of force majeure such as mobilization, war or uprising. We will inform the Purchaser of any such impediments without delay.
- The delivery deadline shall be deemed met once the goods leave the plant I warehouse or, in case of shipment, the goods are reported as being ready for shipment by the deadline. If delivery is made early, this delivery date shall apply and not the originally agreed deadline.
- Delivery to the Purchaser is subject to receipt of our own goods intact and on time, provided we concluded a corresponding hedging transaction.
- If the contract is modified at a later stage in a way which may affect the delivery deadline, the deadline will be extended accordingly, unless specific arrangements are made in this respect.
- If we are in delay, the Purchaser is entitled -provided he/she can prove that he/she has suffered a damage as a result to claim compensation of 0.5% for each full week of the delay, totalling not more than 5% of the price of those parts of the deliveries and services which could not be used as intended as a result of the delay.
- Any claims by the Purchaser for damages due to delayed deliveries or services as well as claims for damages in lieu of performance exceeding the limits specified in section shall be excluded in all cases of delayed deliveries even upon expiry of a time set to us to effect the deliveries, if any. This shall not apply in cases of mandatory liability based on intent, gross negligence, or due to injury to life, limb or health. Rescission of the contract by the Purchaser based on statute shall be limited to cases where we are responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
- At our request, the Purchaser shall declare within a reasonable period of time whether the Purchaser will rescind the contract due to the delayed deliveries or services or insist that the deliveries or services be carried out.
- If dispatch or shipment is delayed at the Purchaser's request by more than one month after notice of the readiness for dispatch was given, the Purchaser may be charged -for every month commenced -storage costs of 0.5% of the price of the items of the deliveries, but in no case more than a total of 5%. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.
- If the Purchaser is justified in not wishing to comply with the rest of the contract because of partial delivery delay or partial inability to supply or perform a service on our part, section 8 shall apply mutatis mutandis to the entire the contract.
IV. Prices and Terms of Payment
- Deliveries and services for which fixed prices have not been expressly agreed shall be calculated according to the list prices valid on the day of delivery or performance. Calculation will be made in EUROS.
- Prices shall be strictly net ex works or warehouse plus the relevant statutory VAT and shall not include packaging, transport, postage, customs duty, tax, insurance costs or any other costs in relation to compliance with official requirements. The Purchaser shall return the packaging of the delivery -free domicile -to us, provided we requested the Purchaser to do so either prior to or on delivery.
- If we are responsible for assembly or erection and unless otherwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e.g. travel costs, costs for the transport of tools and equipment, and personal luggage as well as per diem allowances.
- If there is a significant change in price factors such as wages, the cost of raw materials and tools or other operational costing factors (e.g. tax, etc.), prices shall increase to balance out the said increase in prices and costs. Either party to the contract may in any case request that prices be altered by means of negotiation.
- Should we be supplying large quantities of raw and ancillary materials at the request of the Purchaser, we are entitled to request immediate payment. Depending on the quantities of services rendered, corresponding partial payments may also be requested.
- In the case of international orders and pricing in a foreign currency, all changes to the agreed foreign currency or to the rate of exchange with regard to the Euro which take place after the contract was concluded (after the date of order confirmation) affect the Purchaser.
- Payments must be made to us either free ex paying agent or, where agreed, in cash, and without any deductions, except in the case of discount conditions in accordance with section TV.8. In the case of non-cash payments from abroad, the parties to the contract will each bear their own bank charges arising from the transaction. Representatives are not entitled to receive payments, especially cash payments, without written authorisation.
- The Purchaser may only set off counterclaims against our claims if such counterclaims are undisputed or subject to a legally effective title. A right of retention may only be asserted if the claims are based on a purchase contract.
- As we produce goods to order, the total invoice amount must be paid in advance strictly net (unless otherwise agreed in writing), in order to guarantee our receivables: 50% once the order is confirmed and the remainder no later than at the time the goods are declared ready for dispatch. When paying the advance sum, the Purchaser can request that we issue a bank guarantee in the corresponding amount, provided the Purchaser pays any costs arising from this.
- Bills of exchange are accepted only on account of payment without protest guarantees, by agreement, and provided they are discountable. Discount charges are charged from the day the invoice amount is due.
- Should the Purchaser be in delay of payment, we are entitled to the following:
- a) After the unsuccessful expiry of an appropriate deadline offered to the Purchaser, to withdraw from the contract or to reclaim our goods, which were supplied on conditional sale (see section VII.). This does not affect the statutory conditions concerning the dispensability of a time limit. The Purchaser shall be obliged to surrender the goods.
- b) To demand or reject guarantees from the Purchaser, and accelerate outstanding payments. We may also demand that the Purchaser stores the goods we deliver separately and identifies them as our property.
- c) To demand statutory default interest from the Purchaser.
- d) To demand from the Purchaser compensation for further damage caused by the delay. The Purchaser has the right to prove lower damages caused by the delay. This does not affect our statutory right to compensation for damage caused by the delay.
- If the Purchaser experiences changes in ownership, changes in the form of the company or any other changes which could have an impact on financial circumstances, the Purchaser is obliged to inform us without delay. In the event of such changes, if they appear to endanger the execution of the contract, we may demand either the issue of securities for all claims arising from the contract or the immediate payment of the same with regard to the execution of the rest of the contract. We reserve the right to refuse to fulfill the rest of the contract, to rescind the contract and to request damages in lieu of performance until we have received payment or securities have been issued.
- The return of items (parts) that are not faulty requires our express consent. We may reduce the sum to be refunded accordingly to cover our administration costs. We also reserve the right to reduce the sum to be refunded to cover the cost of damage incurred during transport, etc. These items (parts) shall be returned free ex works, including packaging.
V. Place of Fulfilment I Transfer of Risk I Shipment I Freight
- The place of fulfilment is Peiting.
- If the goods are to be collected by the Purchaser, the risk of any accidental loss of and damage to the goods is transferred to the Purchaser either once the announcement of readiness for shipment was sent, once they were delivered to our dispatchers, or at the very latest once they leave the plant or the warehouse, irrespective of whether dispatch is made from the place of fulfilment and of the party responsible for the freight costs. If the goods are ready to be dispatched and shipment or acceptance is delayed for reasons which are not our responsibility, risk is transferred to the Purchaser at the time of receipt of the announcement of readiness for shipment.
- We insure goods consignments against theft, breakage, damage resulting from transport, fire and water, as well as other insurable risks, at the request of the Purchaser and at his/her expense. Charges for containers and pallets owned by the rail company shall be borne by the Purchaser. Unless the Purchaser gave instructions regarding shipment, shipment shall be at our discretion and shall not take into account the cheapest method of shipment.
- Partial deliveries are permissible. Sections V.2. and V.3. apply to partial deliveries accordingly.
- In the case of continuous deliveries and agreements on partial deliveries, we are to be informed in writing of call-ups and type separation concerning partial quantities. If the Purchase(s individual call-ups exceed the amount agreed in the contract, we are entitled to supply the excess following a check of our supply capacity. We shall calculate the surplus according to prices valid at the time of the call-up or the supply.
- Material procured by the Purchaser is to be forwarded to us. We do not in any way guarantee the accuracy of the quantity stated as delivered or the quality of this material. In case of large quantities, the Purchaser shall refund the costs of receipt and storage. If the Purchaser provides raw and ancillary materials, the packaging and waste remain the property of the Purchaser. The Purchaser must also arrange for the removal and disposal of these materials and/or waste and bear the cost if we so request. We are entitled to deal with these packaging materials I waste as we see fit unless the Purchaser states explicitly at the time of delivery that he/she retains ownership of these packaging materials I waste. This does not affect the Purchaser's obligations with regard to removal and disposal. If the Purchaser requires the raw and ancillary materials, samples, originals or other objects delivered to us to be insured against theft, fire, water or other risks, this is the responsibility of the Purchaser. The same applies if finished goods paid for by the Purchaser are stored upon the latter's request.
VI. Assembly I Erection
Unless otherwise agreed in writing, assembly/erection shall be subject to the following provisions:
- The Purchaser shall provide at his/her own expense and in good time:
- a) all construction work and other ancillary and preparatory work outside the scope of the supplier, including the necessary skilled and unskilled labour, construction materials and tools,
- b) the equipment and materials necessary for assembly and erection such as scaffolds, lifting equipment and other devices,
- c) energy and water at the point of use including connections, heating and lighting,
- d) suitable dry, lockable and sufficiently large rooms adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working rooms for the assembly and erection personnel, including sanitary facilities as are appropriate in the specific circumstances; fur-thermore, the Purchaser shall take all measures he/she would take for the protection of his/her own possessions to protect our possessions and the assembly and erection personnel at the site,
- e) protective clothing and protective devices needed for the particular conditions prevailing on the assembly and erection site.
- Before the assembly and erection work starts, the Purchaser shall supply us of his/her own accord with any necessary and relevant information about the location of concealed electric power, gas and water lines or similar installations, as well as the necessary structural data.
- Prior to assembly and erection, the supplies and items necessary for the work to start must be available on the site of assembly/erection and any preparatory work must have advanced to such a degree that assembly/erection can be started as agreed and carried out without interruption. The area of assembly and erection must be accessible and clear.
- If assembly and erection are delayed due to circumstances for which we are not responsible, the Purchaser shall bear the reasonable costs incurred for idle times and any additional travelling either on our part or on the part of the assembly and erection personnel. This does not affect the provisions of section IV.3.
- The Purchaser shall provide us promptly with weekly attested documentation of the hours worked by the assembly and erection personnel and with prompt written confirmation of completion of assembly and erection.
- If, after completion, we demand acceptance of the delivery, the Purchaser shall comply therewith within a period of two weeks, unless otherwise agreed in writing. In default thereof, acceptance is deemed executed. Acceptance is also deemed executed if the delivered items are put to use.
VII. Retention of Title
- The items of the deliveries (retained goods) shall remain our property until all claims resulting from the business relationship between us and the Purchaser have been paid in full. This also applies to payments for claims with special terms. The allocation of individual claims to a current account as well as balancing of the account and recognition thereof does not affect the retention of title. Only the complete and unrestricted fulfilment of our demands shall be deemed to be payment.
- The Purchaser is entitled to sell the retained goods in the normal course of business, provided he/she is not in arrears; however, the Purchaser is not entitled to a pledge of securities or transfer by way of security or any other dispositions which may compromise the retention of title. The Purchaser is obliged to guarantee our rights as a retained goods seller in the event of the resale of retained goods on credit. The Purchaser must inform us of any existing, impending or completed infringements of our rights, in particular blanket assignments, distraints, etc., in writing and without delay. In the case of distraints, the Purchaser must also send us a copy of the bailiff's return, the documents necessary for an intervention, and an affidavit of our retention of title on the distrained item.
- The Purchaser hereby assigns to us all claims in the amount of the final invoice total (including VAT), which accrue to him/her as a result of a resale to his/her purchasers or third parties, regardless of whether the purchase object was resold without processing or after processing. The Purchaser is entitled to pursue this claim even after assignment. This does not affect our right to pursue the claim ourselves. However, we agree not to pursue the claim, provided that the Purchaser meets his/her payment obligations out of the revenue collected, that he/she is not in arrears, in particular, is not applying for the initiation of insolvency proceedings, and has not ceased to make payments. Should this be the case, we may demand that the Purchaser informs us of the assigned claims and the debtors in question, provides all the information necessary for collection, passes on the pertinent documents, and informs the debtors (third parties) of the assignment. We hereby accept the assignment.
- If the Purchaser processes the retained goods for us, this does not result in an obligation on our part. If the retained goods are processed, linked to, combined or mixed with other goods which do not belong to us, we are entitled to the resulting co-ownership share in the new object at the ratio of the invoice value of the retained goods to the other processed goods at the time of the processing, linking, combining or mixing. If the Purchaser acquires the sole rights to the new object, the parties to the contract agree that the Purchaser shall assign to us co-ownership of the new object at the ratio of the invoice value of the processed, linked, combined or mixed retained goods, and will retain the new object for us at no cost. The co-ownership shares thus created shall be regarded as retained goods according to these conditions.
- If the retained goods are resold with other goods straight away, either unprocessed, unlinked, uncombined and un-mixed or processed, linked, combined and mixed, the assignment in advance agreed above applies only in the amount of the invoice value of the retained goods which are being sold together with the other goods.
- We agree that if the value of our security interests according to the aforementioned conditions exceeds the value of the claim to be secured by 20% or more, we shall release a part of that security interest of our own choice, if so requested by the Purchaser.
- If the Purchaser is in breach of obligations, section IV.10.a) shall apply accordingly. In that case, we have the right to enter the Purchaser's premises and take possession of the retained goods without a prior period of notice or statement of rescission. We may utilise these retained goods by selling them by single tender or by auction, the Purchasers payment and other obligations notwithstanding. Following deduction of costs, any proceeds of sale will be credited to the Purchasers debt; he/she will be paid a liquidation surplus.
VIII. Acceptance of Deliveries
The Purchaser shall not refuse acceptance of deliveries on grounds of minor defects.
IX. Defects of Quality
We shall be liable for defects of quality as follows:
- All items (parts) of our deliveries or services which show a defect within the limitation period shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
- Claims for defects of quality are subject to a limitation period of 24 months. This provision shall not apply where longer periods are provided for by law according to section 438, para. 1 no. 2 (buildings and items used for building), section 479, para. 1 (right of recourse), and section 634a, para. 1 no. 2 (construction defects) of the German Civil Code ("BGB"), or in cases of injury to life, limb or health, or in the case of an intentional or grossly negligent breach of obligations on our part or fraudulent concealment of a defect. The legal provisions regarding suspension of expiry, suspension and recommencement of limitation periods remain unaffected.
- The Purchaser is obliged to check the quality and completeness and record any defects of any items we supplied or processed without delay. The Purchaser is further obliged to make any complaint of any defects of quality in writing. The complaint about defects of quality must be made without delay; in the case of identifiable defects no later than 2 weeks after the objects have been received or the services performed have been accepted; should the items be intended for installa-tion within this time period, no later than 3 days prior to installation of the items.
- In the case of complaints of defects, the Purchaser may withhold payment in an amount reasonably proportional to the defects of quality occurred. The Purchaser may withhold payments only if the justification of the complaint is beyond doubt. If the complaint of defects is unjustified, we are entitled to demand that our expenses be reimbursed by the Purchaser. The Purchaser shall not be entitled to set off any counterclaims unless we acknowledge these counterclaims or they were de-termined with legally binding effect.
- We shall first be given the opportunity to rectify the problems within a reasonable period of time.
- Should the attempt at rectification be unsuccessful, the Purchaser shall be entitled to rescind the contract or reduce the remuneration, without prejudice to any claims for damages according to section XI.
- There shall be no claims based on defects
- a) in case of only slight deviations from the agreed quality.(This applies particularly to deviations from the samples at hand, e.g., wood flooring samples, or differences between supplied or processed items as well as deviations due to the wood used, e.g., natural cracks and knots); or
- b) if a defect was caused in the material supplied by the Purchaser; or
- c) if the processing leads to changes in the shape, surface structure or surface colour, to cracks or impairments of the accuracy of size or fit (e.g. in the width of boards) which are unavoidable with the current technology or which are the result of incorrect information on the part of the Purchaser; or
- d) if the Purchaser has failed to protect his/her rights of recourse with regard to third parties or to take recourse. against third parties against whom we have claims which we are prepared to transfer to the Purchaser, unless we are responsible for the defects or the payment from the assigned right fails or the assigned claim has already expired at the time the defect becomes apparent or we do not or cannot allocate responsibility for the defect; or
- e) if the Purchaser further processes the delivered items (parts) despite identifiable defects; or
- f) if the Purchaser performs repairs, alterations or any other interventions on the delivered items (parts) or services, either himself/herself or via a third party, without our consent; or
- g) if defects appear in items (parts) processed by us as a result of further processing of which we were not informed; or
- h) if the Purchaser, against our advice, requests a type of processing which is inconsistent with technical standards or knowledge; or
- i) if the Purchaser does not give us the opportunity to check the defect in situ and rectify it, using our option in accordance with section IX.1 ; or
- j) if the defects were caused by assembly I erection for which we are not responsible; or
- k) if our materials were damaged before or after successful assembly I installation as a result of improper handling on the part of the Purchaser or a third party; or
- l) if defects arise as a result of the weather, chemical, electrochemical, electrical or other special outside influences or natural wear and tear; or
- m) if defects arise as a result of abnormal, unusual conditions (e.g. indoor climate conditions); or
- n) if defects arise as a result of unsuitable or improper use, improper storage, faulty or negligent handling and care, in particular as a result of excessive demands or the use of unsuitable treatments; or
- o) if defects arise as a result of faulty building works, unsuitable foundations or faulty construction of supporting structures; or
- p) in the case of a merely slight impairment of usability.
- If materials processed by us are incorporated into construction work, the processing that we carried out does not constitute construction work unless we have a specific written contract with the Purchaser to provide construction work for a specified building project. Construction work, if any, is subject to the liability regulations of section 13 of the VOB/8 (German Construction Contract Procedures).
- In case we replace faulty components, these become our property once again, unless they are already subject to reservation of title.
- In the case of large quantities of mass-produced articles or small components, we do not accept liability for shortfalls of up to 3%. The same applies in case up to 3% of the delivered components are faulty. This also applies to engineered parts of products produced according to the wishes of the Purchaser or his/her client.
- For products which have for the main part been manufactured by third parties, our liability is limited to the assignment of the liability claims which we are entitled to with regard to the suppliers of the products manufactured by third parties, unless we are responsible for the defect or the payment from the assigned right is defaulted or the assigned claim has already expired at the time the defect becomes apparent or we do not or cannot allocate responsibility for the defect.
- The Purchaser shall have no claim with respect to expenses incurred for the purposes of rectification of defects, namely costs of travel and transport, labour and material, if the expenses are increased because the item supplied was subsequently transferred to a location other than the Purchasers place of operation or branch office, unless the transfer was in line with the intended use of the deliveries.
- The Purchasers right of recourse against us pursuant to section 478 of the German Civil Code (entrepreneurs right of recourse) is limited to cases where the Purchaser has not concluded an agreement with his/her customers exceeding the scope of the statutory provisions governing claims based on defects. Moreover, section IX.12. shall apply mutatis mutandis to the scope of the right of recourse the Purchaser has against us pursuant to section 478, para. 2 of the German Civil Code.
- Otherwise, the provisions of section XI shall apply to claims for damages. Any claims based on a material defect asserted by the Purchaser against us or our vicarious agents other than or exceeding those provided for in this section IX are excluded.
X. Impossibility of Performance I Adaptation of Contract
- Should the provision of deliveries or services be impossible, the Purchaser shall be entitled to claim damages, unless we are not responsible for the impossibility. However, the Purchaser's claim for damages shall be limited to an amount of 10% of the value of the part of the deliveries or services which cannot be put to their intended use on account of the impossibility. This limitation shall not apply in the case of mandatory liability based on intent, gross negligence or injury to life, limb or health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The right of the Purchaser to rescind the contract shall remain unaffected.
- Where unforeseeable events within the meaning of section 111.3 substantially change the economic importance or the contents of the deliveries or considerably affect our business, the contract shall be adapted accordingly in good faith. Should this not be economically feasible, we shall have the right to rescind the contract. If we intend to exercise our right to cancel the contract, we shall notify the Purchaser thereof without undue delay after becoming aware of the implications of the event; this shall apply even if an extension of the delivery period has been previously agreed with the Purchaser.
XI. Other Claims for Damages
- Any claims for damages and reimbursement of expenses the Purchaser may have (hereinafter referred to as "claims for damages"), on any legal grounds whatsoever, including in-fringement of duties arising from contract or tort, shall be excluded.
- The above shall not apply in the case of mandatory liability, e. g., under the German Product Liability Act ("Produkthaftungsgesetz"), in the case of intent, gross negligence, injury to life, limb or health, or breach of essential contractual obligations. However, claims for damages arising from a breach of essential contractual obligations shall be limited to the foreseeable damage which is intrinsic to the contract, unless caused by intent or gross negligence or based on liability for injury to life, limb or health. The aforementioned provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
- If the Purchaser has a valid claim for damages according to this section XI., it shall be time- barred upon expiry of the limitation period applicable to claims for material defects pursuant to section IX.2. In the case of claims for damages under the German Product Liability Act, the statutory provisions governing limitation periods shall apply.
- If items (parts) are produced or supplied by us according to drawings and/or instructions from the Purchaser, the Purchaser is liable for ensuring that the rights of third parties are not infringed. With regard to these items (parts), the Purchaser undertakes to indemnify us absolutely and without delay against any claims from third parties for infringements of patents, utility patents or other rights.
XII. Validity of German Industry (DIN) Standards
- The quality and measurements of the items (parts) and services provided by us are determined exclusively according to DIN standards, unless the use of foreign standards has been expressly agreed. If there are no DIN standards, commercial usage applies, unless the application of specific standards or requirements on the part of the Purchaser is expressly agreed.
- If a DIN standard is changed after conclusion of the contract but prior to production of the items (parts) to be delivered or completion of the service provided, we undertake to take all reasonable steps to meet the requirements of the new standard.
XIII. Jurisdiction and Applicable Law
- If the Purchaser is a businessperson, the exclusive place of jurisdiction for all disputes arising directly or indirectly out of the contract shall be Munich. However, we are also entitled to bring an action at the Purchasers place of business.
- The place of jurisdiction shall also be Munich in the event that the Purchaser does not have a general place of jurisdiction within Germany, relocates his/her domicile or usual residence outside Germany following conclusion of the contract, or if his/her domicile or usual residence is not known at the time legal proceedings are instituted.
- Legal relations existing in connection with this contract shall be governed by German substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- The contractual language shall be German.
XIV. Binding Nature of the Contract
The contract remains generally binding even if individual conditions become legally ineffective. Should one of these conditions either be or become ineffective, this does not affect the validity of the remainder of the contract. This does not apply in the event that adhering to the contract would cause unreasonable hardship for one of the parties.
VERSION: JULI 2020