For resellers only

General Terms and Conditions of Rosen Lichtwerbung GmbH 

As of 06/2026  

§1 Applicability of the General Terms and Conditions

  1. These Terms and Conditions apply to all current and future transactions between Rosen Lichtwerbung GmbH (hereinafter referred to as “we” or “us”) and our customers. This applies even if we do not again draw the customer’s attention to these Terms and Conditions in connection with subsequent transactions.
  2. These General Terms and Conditions apply exclusively. The customer’s general terms and conditions shall under no circumstances form part of the contract. This applies even if we are aware of them or if we do not expressly object to their validity again, unless their validity is expressly agreed to in writing. These Terms and Conditions shall take precedence over any general terms and conditions of the customer (e.g., terms of purchase), even if such terms and conditions provide that acceptance of an order constitutes unconditional acceptance of the customer’s general terms and conditions.
  3. These General Terms and Conditions apply to business entities, legal entities under public law, and special funds under public law; however, they do not apply if the customer is a consumer as defined in Section 13 of the German Civil Code (BGB).
  4. All of our offers, deliveries, and services are provided exclusively on the basis of these General Terms and Conditions. Should we assume additional or further obligations, this shall not affect the validity of these General Terms and Conditions in other respects.

§2 Offer and Conclusion of Contract

  1. Our offers are always subject to change and non-binding, unless they are expressly marked as binding or include a specific acceptance period.
  2. If a customer’s order is to be classified as an offer pursuant to § 145 of the German Civil Code (BGB), we may accept it within two weeks of receiving the order. If the order deviates from our proposals or our offer, the customer shall submit the order in writing and clearly indicate the deviations.
  3. If the order is placed electronically, we will generally confirm receipt of the order. This confirmation of receipt merely documents the receipt of the order and does not constitute a binding acceptance (order confirmation). However, the order confirmation may be combined with the confirmation of receipt.
  4. The contract is concluded upon our issuance of the order confirmation requested by the customer. The order confirmation is binding with respect to the entire content of the contract. This applies—subject to any objections raised by the customer in writing at short notice—even if it differs from the customer’s statements.
  5. We generally issue order confirmations electronically. We may also issue order confirmations in text form or in writing. In the absence of an order confirmation, the contract is deemed to have been effectively concluded upon the execution of the order.
  6. Any additions, amendments, or side agreements to this contract must be in writing or confirmed in writing by us to be legally valid. Our employees, sales representatives, or other sales agents are not authorized to enter into collateral agreements or to make representations or warranties that go beyond the terms of the Agreement. Furthermore, they are not authorized to waive the requirement for an order confirmation.

§3 Services and Scope of Services

  1. Unless expressly agreed otherwise, we are not obligated to assemble or install goods, to provide advice to the customer, to train or instruct customers, or to provide accessories or instructions. If we nevertheless provide such services based on a separate agreement, we may invoice the customer separately for these services.
  2. Unless expressly agreed upon in the contract, the scope of services specifically does not include
  1. Unless otherwise expressly agreed in writing, we are under no obligation to verify whether our services are subject to copyrights, neighboring rights, or other third-party rights, or whether they are permissible under competition law. The obligation to verify this rests with the customer.
  2. We are not responsible for the eligibility for protection or registration under patent, copyright, and trademark law of the ideas, suggestions, proposals, concepts, drafts, etc., provided as part of the assignment.
  3. We are not obligated to review the legal admissibility of the advertisement and other works, in particular the factual statements contained in the advertisement regarding the client’s products and services, as well as labeling and disclosure requirements. However, we will point out any legal risks should they come to our attention during the preparation or execution of the assignment.
  4. We are not obligated to store documents (e.g., final artwork, copies, files, texts, templates, photos, work products, etc.) unless otherwise expressly agreed.
  5. We are not obligated to provide the customer with source files or layouts unless this has been expressly agreed upon in the contract or in the proposal. If the customer requests the provision of source files, this must be agreed upon separately and compensated accordingly. If we have provided the customer with source files, they may only be modified with our prior approval.
  6. We reserve the right to make technical changes as well as changes in shape, color, and/or weight within reasonable limits, unless the suitability of the product for a contractually agreed-upon purpose requires exact conformity. We reserve the right to make modifications and improvements with respect to design, materials used, and workmanship, provided that such changes do not impair the contractually intended or customary use of the subject matter of the contract. If, in the customer’s view, the goods to be delivered are not exclusively suitable for their customary use, or if the customer assumes that the goods are suitable for a specific use or possess specific characteristics, or if the customer plans to use the goods for an unusual purpose, under increased stress, or under conditions posing special risks to life, limb, health, or the environment, the customer is obligated to notify us in writing of the intended use or corresponding expectation prior to the conclusion of the contract.

§4 Submission of Print Files

  1. If the application of lettering and/or drawings is part of the contract and nothing else has been agreed upon, vectorized data in EPS or PDF format must be provided to us as print templates in accordance with our specific specifications.
  2. If print files do not comply with the specifications, the customer may either commission us to make the necessary adjustments (for a fee) or provide data in accordance with the specifications set forth in paragraph 1.
  3. If the customer does not provide print files that comply with the specifications and does not have them modified, we are entitled to terminate the contract no later than two weeks after notifying the customer that the data is not in order. A flat-rate processing fee of 50.00 EUR will be charged for reviewing the file.
§5 Drafts, Concepts, Proofs, and Approval
  1. In the case of a concept, draft, galley proof, or similar, we reserve the right to grant the client a review period of no more than two weeks so that the client can determine whether their wishes, needs, and specifications have been incorporated. The client must notify us of approval within the review period. Upon approval, the concept, draft, proof, or similar document becomes the binding basis for further production work. If changes to the concept, draft, proof, or similar document are requested by the client, we reserve the right to grant another review period as described above.
  2. Approval shall be deemed to have been granted upon expiration of the review period. We will inform the customer of these consequences when presenting the concept, draft, proof, or similar.
§6 Rights / Indemnification / References
  1. To the extent that we transfer rights to the customer, such transfer is subject to the condition precedent of full payment of all our claims in connection with the order placed with us.
  2. To the extent that the customer provides us with templates and materials—such as photos, texts, graphics, and software—for use under the contract, in particular for use in the design of goods, the customer warrants that it is authorized to transfer and use these templates and materials to the extent provided for in the contract and that the corresponding rights of use and exploitation exist. Furthermore, the customer warrants that they have obtained the consent of third parties, such as persons depicted in photographs. In the event of a breach by the customer of these obligations, the customer shall indemnify us against all claims asserted against us by third parties, provided that the customer is responsible for the infringement. This indemnification includes, in particular, the costs of any necessary legal defense as well as damages. The Customer is also obligated, in the event of a claim against us, to immediately provide, truthfully and completely, all information we require to examine the claims and mount a defense.
  3. In any case, we are entitled to label the goods we manufacture as having been manufactured by us, to use them in our own advertising, and to mention the customer support we provide.
§7 Prices and Payment
  1. Prices are ex works, excluding packaging, loading, transportation, and any applicable customs duties, and are quoted in euros, unless otherwise specified in the order confirmation. The prices listed are exclusive of any applicable value-added tax at the applicable statutory rate. With regard to other incidental costs, please refer to the provisions of §9.
  2. Unless otherwise specified in the order confirmation, the invoice amount shown is due for payment upon issuance of the invoice. The consequences of any delay in payment by the customer are governed by applicable law. The customer shall be in default no later than the end of the 7th day following receipt of the invoice.
  3. If there are multiple outstanding claims, we reserve the right to apply any payment, installment payment, or down payment made by the customer first toward the debt that offers the least security; among debts of equal security, toward the older debt; and among debts of equal age, on a pro rata basis.
  4. We are not obligated to accept bills of exchange or checks. If we do accept them, they are accepted only on condition that we may discount them, subject to reimbursement of all expenses, and for the purpose of discharge. We are also not obligated to present bills of exchange and checks in a timely manner or to file protests.
  5. The customer has the right to set off only if his counterclaims have been legally established or are ready for a decision; otherwise, he also has this right if we have neither contested nor acknowledged the counterclaims. The customer may exercise a right of retention only if his counterclaim is based on the same contractual relationship.
  6. We reserve the right to adjust prices accordingly if cost increases occur after the contract is concluded (in particular due to collective bargaining agreements or changes in material prices).
  7. Any additional deliveries and services agreed upon after the order confirmation will be billed separately. Partial deliveries or partial services must be paid within the time limits specified in the order confirmation, the invoice, or these terms and conditions.
  8. In the event of failure to meet payment deadlines or in the event of circumstances that come to our attention after the conclusion of the contract and that are likely to impair the customer’s creditworthiness, all of our claims shall become due immediately. We are then entitled to perform any outstanding services only against advance payment or the provision of security, as well as to withdraw from the contract after a reasonable period has elapsed or to claim damages for non-performance, and, without prejudice to the foregoing rights, to take back the goods delivered under retention of title at the customer’s expense. If installment payments have been agreed upon and the customer is in default of payment despite the granting of a reasonable grace period, we are entitled to withdraw from the contract.
§8 Acceptance
  1. To the extent that acceptance is required by law or contract, the work must be accepted within two weeks if either party requests a formal acceptance procedure. This also applies to self-contained partial deliveries. If no acceptance is requested, the work shall be deemed accepted upon the expiration of four weeks from the transfer of risk. In this case, any notices of defects previously submitted shall be deemed a reservation of the customer’s rights in the event of defects. Minor defects do not entitle the customer to refuse acceptance.
§9 Transfer of Risk, Packaging, Shipping
  1. Unless otherwise specified in the order confirmation, delivery is agreed upon “ex works” (EXW in accordance withIncoterms® 2020). This also applies to partial deliveries and partial services that we provide, to the extent that we are entitled to make such partial deliveries and provide such partial services.
  2. Unless otherwise agreed, the costs for packaging, shipping, payment processing, customs duties, etc., will be billed to the customer separately.
  3. The risk also passes to the customer if we deliver to a third party at the customer's request.
  4. To the extent that we are required to provide delivery slips and other documents, we will prepare them in accordance with the scope and content specified in the applicable contract. Unless otherwise agreed, we are responsible for determining the content.
§10 Delivery Times
  1. The delivery time is specified in our written order confirmation. Unless otherwise agreed, the delivery time begins at the earliest upon the customer’s approval pursuant to Section 5. Compliance with the delivery time is contingent upon the customer fulfilling its contractual obligations and duties as agreed. If this is not the case, the delivery period shall be extended accordingly, unless we are responsible for the delay. Binding delivery dates or deadlines require our written confirmation to be effective.
  2. Adherence to the delivery time is subject to correct and timely delivery to us by our suppliers. If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the goods), we will inform the customer immediately and, at the same time, notify them of the expected new delivery deadline. If the goods are still unavailable within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any payment already made by the customer. In this context, a case of unavailability of the goods is deemed to include, in particular, the failure of our supplier or subcontractor to deliver goods or perform services on time, provided that we have entered into a corresponding hedging transaction, neither we nor our supplier or subcontractor are at fault, or we are not obligated to procure the goods in the specific case.
  3. Delivery dates or deadlines shall be postponed or extended as appropriate if we are prevented from performing the service on time due to force majeure, labor disputes, or other circumstances beyond our control (including, in particular, pandemic, epidemic, or endemic events). The inability to procure raw materials and means of transport shall be treated as equivalent to the foregoing cases. This also applies if such circumstances arise at upstream suppliers. We will notify our customers of any such disruptions for which we are not responsible or which we cannot directly influence on our own—in particular, not without the cooperation of our customer—and will explain the circumstances. We will negotiate with our customer—in accordance with mutually existing contractual and statutory duties of loyalty and consideration—regarding all measures to eliminate the disruptions or minimize their consequences to the extent mutually reasonable. This also applies if neither our customer nor we can invoke a case of force majeure. The foregoing applies to the same extent should such disruptions impair our customer’s fulfillment of contractual acceptance obligations and other obligations. The mutual obligations to negotiate are contractual obligations within the meaning of Section 280(1) of the German Civil Code (BGB). For the duration of the disruptions and the negotiations regarding mutually agreed-upon remedial measures, the statutory and/or contractual provisions regarding default shall not apply. If the disruptions last longer than 3 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the portion not yet fulfilled. In this case, the customer is not entitled to claims for damages.
  4. Furthermore, the customer is entitled to rights and claims arising from default only if we are responsible for the default.
  5. If the customer suffers damage due to a delay in delivery for which we are responsible, the statutory provisions shall apply. If we are required to pay damages pursuant to such provisions, the amount shall be 0.5% for each full week of delay, but in no event more than 5% of the value of that portion of the total delivery which, as a result of the delay, cannot be used on time or in accordance with the contract. Any further claims for damages are excluded. We reserve the right to prove that the customer incurred no damages at all or only significantly less damage than the flat rate specified above.
  6. The foregoing limitations set forth in paragraph (5) shall not apply in cases of willful misconduct or gross negligence on our part, in the case of a fixed-date transaction, or where a delay in delivery attributable to us is based on a culpable breach of a material contractual obligation, or where life, limb, or health are at risk. Except in the case of an intentional breach of contract for which we are responsible or where life, limb, or health are at risk, our liability for damages in such cases is limited to the foreseeable, typically occurring damage.
  7. If shipment has been agreed upon, delivery times, delivery periods, and delivery dates refer to the time of handover to the shipping agent, carrier, or any other third party commissioned to handle the transport.
  8. If delivery is delayed at the customer’s request, we are entitled, after setting a reasonable deadline and allowing it to expire without result, to dispose of the goods as we see fit and to deliver them to the customer within a reasonably extended period. The customer shall bear the storage costs.
  9. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the resulting damages, including any additional expenses. If we are responsible for storage, the storage costs amount to 0.25% of the invoice amount for the items to be stored per week that has elapsed. We reserve the right to claim and provide evidence of higher or lower storage costs. We reserve the right to assert further claims for damages; the customer is entitled to prove that we incurred no damages or only minor damages.
  10. If the conditions set forth in paragraph 8 are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer no later than the moment the customer is in default of acceptance or payment.
  11. We are entitled to make partial deliveries and provide partial services if
    • the partial delivery is usable by the customer for the purpose specified in the contract,
    • the delivery of the remaining ordered goods is guaranteed, and
    • this does not result in any significant additional effort or costs for the customer, unless we agree to cover these costs.
  12. Partial deliveries may be billed separately. Complaints regarding partial deliveries do not relieve the customer of the obligation to accept the remaining delivery of the goods in accordance with the contract.
§11 Liability and Damages
  1. The customer’s rights regarding defects are contingent upon the customer having duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB), even if we deliver to a third party at the customer’s request. Notices of defects must be provided in writing, specifying the nature and extent of the deviation from the agreed-upon or customary quality or fitness for use. We are not obligated to verify whether the goods serve or are suitable for the specific purpose intended by the customer, unless the customer has notified us of this in writing prior to the conclusion of the contract.
  2. A material defect in the goods exists if, taking into account the provisions of §2(1), (4), (5), and (6) and §3(8), the goods deviate more than insignificantly from the specifications, quantity, quality,  characteristics, durability, functionality, compatibility, safety, fitness for use, or—unless otherwise agreed—from the quality and fitness for use customary in the Federal Republic of Germany. A legal defect in the goods exists if, at the time of the transfer of risk, the goods are not free from third-party rights or claims enforceable in the Federal Republic of Germany. Any further statutory exclusions or limitations of our liability remain unaffected. Unless expressly agreed otherwise in the written order confirmation, we are not liable, in particular, for the goods being free from third-party rights or claims outside the Federal Republic of Germany. To the extent that we specify analyses, DIN standards, other domestic or foreign quality standards, or provide other information regarding the quality of the goods, such information serves solely to describe in greater detail the services we are to provide. This does not constitute a guarantee of quality.
  3. Only our own specifications and the manufacturer’s product descriptions that we have incorporated into the contract shall be deemed to constitute an agreement regarding the quality of the goods. Public statements, promotional claims, or advertisements by the manufacturer or other third parties do not constitute a specification of the goods’ quality. If we provide the customer with samples or receive them from the customer, this also does not constitute a specification of the goods’ quality. The customer does not receive any guarantees in the legal sense.
  4. For goods containing digital elements, we are obligated to provide updates and information about updates only to the extent that this is expressly stipulated in an agreement regarding the nature of the goods. Claims for reimbursement of expenses under supplier recourse (§ 445a BGB) remain unaffected.
  5. In the event of valid complaints regarding defects, the customer may demand subsequent performance in accordance with statutory provisions. Subsequent performance shall be carried out, at our discretion, by remedying the defect or delivering goods free of defects.
  6. In the event of subsequent performance by delivery of defect-free goods, the customer must, at our request and at our discretion, return the defective goods to us or scrap them upon providing proof thereof. However, we are not obligated to take back the replaced goods at our own expense or to have them scrapped. If we request the return or scrapping of the goods, we shall bear the costs of the most economical shipping method or the market-standard scrapping costs. This does not apply if the costs increase because the goods are located at a place other than the place of intended use. Claims for reimbursement of expenses within the scope of supplier recourse (§ 445a BGB) remain unaffected.
  7. If the attempt at subsequent performance ultimately fails, the customer may, at his or her discretion, demand a reduction in the price (price reduction) or rescission of the contract (withdrawal) in accordance with the applicable statutory provisions.
  8. In the case of damage caused by simple negligence, we are liable only if an essential contractual obligation has been breached. Material contractual obligations are those whose fulfillment is central to the contract and on which the customer may rely. Except in the case of an intentional breach of contract for which we are responsible, our liability is also limited in amount to the damages that were foreseeable at the time the contract was concluded and that typically occur. In particular, compensation for consequential damages, such as lost profits or loss of production, is excluded.
  9. Liability for culpable injury to life, limb, or health remains unaffected by the foregoing limitations pursuant to paragraph (9). This also applies to strict liability under the Product Liability Act, in connection with warranties, and in the context of supplier recourse (Section 445a of the German Civil Code (BGB)).
  10. The statute of limitations for claims for defects is 12 months from the transfer of risk, even if we deliver to a third party at the customer’s request. This does not affect claims for damages arising from willful misconduct, gross negligence, or culpable injury to life, limb, or health; claims under product liability; or claims within the scope of supplier recourse (Section 445a of the German Civil Code (BGB)). Remedial measures do not result in an extension of the period specified in the first sentence and do not constitute an acknowledgment that would trigger a new commencement of the statute of limitations. Claims under supplier recourse shall become time-barred—provided the new goods are not sold to a consumer at the end of the supply chain—no later than five years after we have delivered the goods to the customer, unless such claims are based on a breach of the duty to update pursuant to § 475b BGB.  
  11. Liability for normal wear and tear, as well as damage resulting from unsuitable or improper use, is excluded. If operating, usage, safety, or maintenance instructions—in particular the technical data sheets—are not followed, if modifications are made to the products, if parts are replaced, or if consumables are used that do not conform to the original specifications, any liability for defects shall be excluded unless the customer refutes, with substantiated evidence, the assertion that the defect arose solely as a result of these circumstances.
  12. We are not liable for defects in parts or components provided by the customer or by third parties at the customer’s request, or for defects in the final product that are attributable to the defectiveness of such parts.
§12 Intellectual Property Rights
  1. If we provide the customer with a warranty that the goods are free from third-party intellectual property rights, this warranty applies only to the Federal Republic of Germany.
  2. However, this is subject to the condition that the customer promptly notifies us of any claims arising from intellectual property rights asserted against it by third parties and acts in consultation with us when handling such claims and pursuing its rights. If any of these conditions is not met, we shall be released from our obligations under applicable law or under these Terms and Conditions. If an infringement of intellectual property rights occurs for which we are liable under these Terms and Conditions, and if the customer is consequently legally prohibited, in whole or in part, from using the goods, we shall, at our own expense and at our discretion,
    • grant the customer the right to use the goods, or
    • design the product so that it does not infringe any intellectual property rights, or
    • replace the goods with another item that does not infringe any intellectual property rights, or
    • take back the goods in exchange for a refund of the consideration paid by the customer.
  1. If the customer makes changes to the goods or mixes the goods with other materials, and this results in an infringement of third-party intellectual property rights, our liability shall be excluded.
  2. The customer is not entitled to any further or other claims arising from the infringement of third-party intellectual property rights. In particular, we shall not be liable for consequential damages, such as loss of production or loss of use, or lost profits. These limitations of liability shall not apply if liability is mandatory for damages that are typically foreseeable under the contract in cases of willful misconduct, gross negligence, breach of material contractual obligations, or the absence of warranted characteristics.
§13 Total Liability
  1. Any liability for damages beyond that provided for in Sections 10, 11, and 12 is excluded, regardless of the legal basis.
  2. To the extent that our liability to the customer is excluded under these terms and conditions, this also applies to the personal liability of our representatives, agents, or employees.
  3. The customer is hereby notified of Section 254 of the German Civil Code (BGB). Accordingly, the customer undertakes to take appropriate precautions to prevent any damage to the greatest extent possible. The obligation under Section 254 of the German Civil Code (BGB) also constitutes a duty of the customer (within the meaning of Section 280 of the German Civil Code (BGB)) toward us.
§14 Retention of Title
  1. The delivered goods (goods subject to retention of title) remain our property until all claims to which we are entitled against the customer, now or in the future, have been satisfied, including all outstanding balances from the checking account. If the customer acts in breach of the contract—in particular, if the customer is in default of payment of a claim for consideration—we have the right to take back the goods subject to retention of title after setting a reasonable deadline for performance. The customer shall bear the transportation costs incurred in connection with the return. If we take back the goods subject to retention of title, this constitutes a withdrawal from the contract. Our seizure of the goods subject to retention of title also constitutes a withdrawal from the contract. We may dispose of any goods subject to retention of title that we have taken back. The proceeds from such disposal shall be offset against the amounts owed to us by the customer, after we have deducted a reasonable amount to cover the costs of disposal.
  2. The customer must handle the goods subject to retention of title with care. The customer must insure them at his own expense against fire, water damage, and theft, with coverage sufficient to cover the replacement value. If maintenance and inspection work becomes necessary, the customer must carry it out in a timely manner at his own expense.
  3. The customer may use the goods subject to retention of title and resell them in the ordinary course of business as long as the customer is not in default of payment. However, the customer may not pledge the goods subject to retention of title or assign them as security. The customer hereby assigns to us, by way of security, in full, all claims for payment against its customers arising from the resale of the goods subject to retention of title, as well as any claims of the customer relating to the goods subject to retention of title that arise against its customers or third parties on any other legal basis (in particular claims arising from tort and claims for insurance benefits), including all balance claims arising from current accounts. We accept this assignment.
  4. The customer may collect these claims, which have been assigned to us, on our behalf in its own name and for its own account, as long as we do not revoke this authorization. This does not affect our right to collect these claims ourselves; however, we will not assert the claims ourselves or revoke the authorization to collect them as long as the customer duly fulfills its payment obligations.
  5. However, if the customer acts in breach of the contract—in particular, if the customer is in default of payment of a receivable—we may require the customer to disclose to us the assigned receivables and the respective debtors, to notify the respective debtors of the assignment, and to provide us with all documents and information we need to enforce the claim.
  6. Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out on our behalf. If the goods subject to retention of title are processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount, including any sales tax) to the value of the other processed items at the time of processing. In all other respects, the same provisions apply to the new item created through processing as to the goods subject to retention of title.
  7. If the goods subject to retention of title are inseparably combined or mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount, including any sales tax) to the value of the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customer’s item is to be regarded as the principal item, the customer and we hereby agree that the customer shall transfer to us proportionate co-ownership of this item. We accept this transfer.
  8. The customer shall hold in trust for us the sole ownership or co-ownership of the item thus created.
  9. In the event of third-party seizures of the goods subject to retention of title or other third-party interventions, the customer must indicate our ownership and must notify us immediately in writing so that we can enforce our ownership rights. If the third party does not reimburse us for the judicial or extrajudicial costs we incur in this connection, the customer shall be liable for such costs.
  10. If the customer so requests, we are obligated to release the security to which we are entitled to the extent that its realizable value exceeds the value of our outstanding claims against the customer by more than 10 percent. However, we may select the security to be released.
  11. For deliveries outside the Federal Republic of Germany that we make at the customer’s request, if the foregoing security interests in rem cannot be validly agreed upon, the security interest in rem that most closely resembles the foregoing security interests and is permissible and possible under the applicable legal system shall be deemed agreed upon for all outstanding claims arising from the business relationship between the customer and us.
§15 Final Provisions
  1. The laws of the Federal Republic of Germany shall apply exclusively. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded, even if its application is provided for in the customer’s terms and conditions.
  2. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive venue for all disputes arising from this contract shall be Bad Bentheim. The same applies if the customer does not have a general venue in Germany or if the customer’s place of residence or habitual residence is unknown at the time the action is filed. However, we are entitled to sue the customer at the location of the customer’s place of business, domicile, or commercial branch.
  3. The place of performance, payment, and fulfillment for all obligations arising from the business relationship is our company’s registered office. If installation has been agreed upon, the place of fulfillment for this is the installation site.
  4. If any provision of the contract with the customer, including these General Terms and Conditions, is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. The provision that is wholly or partially invalid shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

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