General Terms and Conditions of Purchase

I. Conclusion of Contract
II. Prices, Price Review, Shipping, Packaging
III. Invoicing, Payment, Certificates, Early Delivery, Partial Deliveries
IV. Delivery Dates, Delay in Delivery, Force Majeure, Provision of Documentation, Discontinuation of Production
V. Quality, Quality Assurance, Incoming Goods Inspection
VI. Warranty, Warranty Period, Suspension, Recommencement, Recourse
VII. Product Liability
VIII. Intellectual Property Rights, Rights of Use
IX. Materials Provided, Processing, Mixing, Tools, Drawings
X. Evidence and Certificates
XI. Liability
XII. Subcontracting Only with Prior Consent
XIII. Prohibition of Assignment
XIV. Partial Invalidity
XV. Suspension of Payments, Insolvency
XVI. Data Protection
XVII. Contract Language, Correspondence
XVIII. Place of Performance
XIX. Arbitration, Jurisdiction
XX. Governing Law

I. Conclusion of Contract

1. ZVK Technologies GmbH places orders exclusively on the basis of these General Terms and Conditions of Purchase (hereinafter referred to as the “GTCP”). Any provisions other than those contained in these GTCP shall not become part of the contract, even if ZVK Technologies GmbH does not expressly object to them. If ZVK Technologies GmbH accepts the delivery/service, this shall under no circumstances be construed as acceptance by ZVK Technologies GmbH of the supplier’s terms and conditions of delivery, even if ZVK Technologies GmbH has not expressly objected to them.

2. If the supplier does not accept the order placed by ZVK Technologies GmbH in writing within 14 calendar days of receipt, ZVK Technologies GmbH shall be entitled to revoke the order.
If the supplier accepts the order placed by ZVK Technologies GmbH subject to deviations, the supplier shall clearly inform ZVK Technologies GmbH of such deviations. A contract shall only be concluded if ZVK Technologies GmbH has agreed to these deviations in writing.
Delivery call-offs shall become binding at the latest if the supplier does not object to them in writing within 3 working days of receipt.

3. Only orders placed in writing shall be legally binding. Orders placed verbally or by telephone shall require subsequent written confirmation by ZVK Technologies GmbH in order to be legally valid. The same shall apply to verbal ancillary agreements and subsequent amendments to the contract. The requirement for written form may only be waived by means of a written declaration. Orders, delivery call-offs and any amendments or additions thereto may also be transmitted electronically, by means of remote data transmission or via machine-readable data carriers. Emails encrypted in accordance with the German Signature Act shall satisfy the written-form requirement.

4. No remuneration shall be paid for visits or for the preparation of quotations, projects or similar work.

5. The supplier shall treat the conclusion of the contract as confidential and may only refer to its business relationship with ZVK Technologies GmbH in any publications, such as advertising materials or reference lists, after obtaining the prior written consent of ZVK Technologies GmbH.

6. The contracting parties undertake to treat as business secrets all non-public commercial or technical details of which they become aware as a result of the business relationship. Sub-suppliers shall be placed under corresponding confidentiality obligations.
If either contracting party becomes aware that confidential information has come into the possession of an unauthorised third party or that a confidential document has been lost, it shall notify the other contracting party immediately.
The confidentiality obligation shall cease only if and to the extent that the information concerned has become generally known.

7. ZVK Technologies GmbH may request changes to the subject matter of the delivery even after conclusion of the contract, insofar as such changes are reasonable for the supplier. In the event of such a contractual amendment, the effects shall be appropriately taken into account by both parties, particularly with regard to any additional or reduced costs and the delivery dates.

8. The Incoterms in the version applicable at the time of conclusion of the contract shall apply to the interpretation of trade terms.

II. Prices, Price Review, Shipping, Packaging

1. The agreed prices are fixed prices and exclude any subsequent claims of any kind.
Costs for packaging and transport to the shipping address or place of use specified by ZVK Technologies GmbH, as well as costs for customs formalities and customs duties, are included in the prices.
If no prices are stated in the order, the supplier’s current list prices shall apply, less the customary trade discounts.
The method of price quotation shall not affect the agreement concerning the place of performance.

2. Insofar as orders relate to deliveries to public authorities that are subject to official price reviews, the supplier undertakes to provide the competent authorities with unrestricted information regarding its pricing and acknowledges the permissible prices as binding upon it.

3. The supplier shall state the order numbers and item numbers in order confirmations, delivery notes, shipping documents, invoices and all correspondence with ZVK Technologies GmbH. The supplier shall be responsible for all consequences resulting from any culpable failure to comply with this obligation.

4. ZVK Technologies GmbH shall only accept the quantities or numbers of units ordered by ZVK Technologies GmbH. Over-deliveries or under-deliveries shall only be permissible following prior agreement with ZVK Technologies GmbH.

5. Shipping shall be at the supplier’s risk. The risk of any deterioration, including accidental loss, shall remain with the supplier until delivery to the agreed shipping address or place of use.
The supplier shall insure the delivery against loss of the consignment, breakage, transport damage and fire damage.

6. The supplier’s obligation to take back packaging shall be governed by the applicable statutory provisions. Goods shall be packaged in such a way as to prevent transport damage. Packaging materials shall only be used to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials may be used.

III. Invoicing, Payment, Certificates, Early Delivery, Partial Deliveries

1. Following delivery, invoices shall be submitted separately to ZVK Technologies GmbH in duplicate and in proper form, together with all associated documents and data. Invoices not submitted correctly shall only be deemed received by ZVK Technologies GmbH from the time they have been corrected.

2. Payment shall be made either within 14 calendar days subject to a 3% cash discount or within 30 calendar days net, calculated from delivery/performance and receipt of the invoice. Payments made by ZVK Technologies GmbH shall not constitute acknowledgement of the correctness of the invoice.

3. Where certificates relating to material testing have been agreed, these shall constitute an essential part of the delivery and shall be sent to ZVK Technologies GmbH together with the delivery. In any event, they must be received by ZVK Technologies GmbH no later than 10 calendar days after receipt of the invoice. The payment period for the invoice shall commence upon receipt of the agreed certificate.

4. In the event of defective or incomplete delivery, ZVK Technologies GmbH shall be entitled to withhold payment in proportion to the value concerned until proper performance has been rendered, without loss of discounts, cash discounts or similar payment benefits. Where payments have already been made for defective deliveries, ZVK Technologies GmbH shall be entitled to withhold other payments due up to the amount already paid.

5. In the event of delivery earlier than agreed, ZVK Technologies GmbH reserves the right to return the goods at the supplier’s expense. If goods delivered early are not returned, they shall be stored by ZVK Technologies GmbH until the agreed delivery date at the supplier’s cost and risk.
In the event of early delivery, ZVK Technologies GmbH reserves the right to make payment only on the agreed due date.

6. ZVK Technologies GmbH shall only accept partial deliveries if expressly agreed. Partial deliveries shall be identified as such in the shipping documents, which shall also state the outstanding remaining quantity.

IV. Delivery Dates, Delay in Delivery, Force Majeure, Provision of Documentation, Discontinuation of Production

1. Agreed delivery dates are binding. Compliance with the delivery date or delivery period shall be determined by receipt of the goods at the receiving location or place of use specified by ZVK Technologies GmbH or by the timely successful acceptance of the delivery.
If the delivery period has been described or confirmed by the supplier as “expected”, “approximately”, “subject to the usual reservations” or similar, no more than eight calendar days may elapse between the stated date and the actual delivery date.
Unconditional acceptance of a delayed delivery shall not constitute a waiver of claims for compensation.

2.If the supplier becomes aware that an agreed deadline cannot be met for any reason, it shall immediately notify ZVK Technologies GmbH in writing, stating the reasons and the expected duration of the delay.
In such cases, the supplier shall nevertheless be obliged to take all necessary measures to ensure that the agreed delivery date is met or that any delay is kept to a minimum, and shall inform ZVK Technologies GmbH in writing of the measures it has taken and intends to take.
Notification of an anticipated delivery delay shall under no circumstances alter the agreed delivery date. The supplier grants ZVK Technologies GmbH the right, where necessary, to become directly involved with the supplier’s own supplier.
All costs incurred by ZVK Technologies GmbH as a result of culpably omitted or delayed notification shall be borne by the supplier.

3. If the supplier is in delay with delivery, ZVK Technologies GmbH shall be entitled to the statutory remedies.
Following the unsuccessful expiry of a reasonable period set by ZVK Technologies GmbH, ZVK Technologies GmbH shall also be entitled, at its discretion, to continue to demand delivery/performance, withdraw from the contract with or without claiming damages, procure replacement from a third party and/or claim damages in lieu of performance. ZVK Technologies GmbH’s claim to delivery/performance shall only cease once ZVK Technologies GmbH has declared its withdrawal in writing or has claimed damages in lieu of performance.
Any additional costs, particularly in the event that substitute purchases become necessary, shall be borne by the supplier.

4. The supplier may only rely on the absence of necessary documents to be provided by ZVK Technologies GmbH if the supplier has requested such documents in writing and has not received them within a reasonable period.

5. Force majeure shall release the contracting parties from their performance obligations for the duration and to the extent of the disruption. The contracting parties shall be obliged, within reasonable limits, to provide each other without delay with the necessary information and to adapt their obligations to the changed circumstances in accordance with the principle of good faith.
ZVK Technologies GmbH shall be released in whole or in part from its obligation to accept the ordered delivery/performance and shall, to that extent, be entitled to withdraw from the contract if, as a result of the delay caused by force majeure and taking economic considerations into account, the delivery/performance can no longer reasonably be used by ZVK Technologies GmbH.
If such impediments continue for more than three months, either contracting party shall be entitled to withdraw from the contract without further requirements.

6. If the supplier is more than 30 calendar days in delay with respect to parts for which replacement procurement is not possible, irrespective of the legal reason, the supplier shall, upon first written request, provide all technical documentation required to enable ZVK Technologies GmbH or third parties commissioned by ZVK Technologies GmbH to reproduce the parts.
Where industrial property rights exist in relation to such parts, the supplier shall immediately conclude a licence agreement with ZVK Technologies GmbH for this purpose on customary market terms.

7. If the supplier changes or reorganises its production, it shall notify ZVK Technologies GmbH immediately. In the event that production is discontinued, the supplier shall ensure that the raw materials, auxiliary materials and operating supplies ordered by ZVK Technologies GmbH remain available for delivery for at least one year following discontinuation of production.

V. Quality, Quality Assurance, Incoming Goods Inspection

1. All deliveries/services shall be provided to ZVK Technologies GmbH free from material defects and defects in title. They shall comply with the agreed specifications, the latest state of the art, applicable statutory provisions and the regulations and guidelines of authorities, employers’ liability insurance associations and professional associations.
All goods shall comply with the latest safety regulations, particularly with regard to technical safety, occupational health and safety, environmental protection and fire protection, and must have been approved by the competent testing bodies and authorised for their intended use at the time of handover.
The supplier shall provide with the delivery the safety data sheets applicable to its respective products. The supplier shall indemnify ZVK Technologies GmbH against all recourse claims by third parties if the safety data sheets are not provided, are provided late or contain errors. The same shall apply to all subsequent amendments.
If deviations from these provisions are necessary in an individual case, the supplier shall obtain the prior written consent of ZVK Technologies GmbH. Such consent shall not limit the supplier’s liability for defects.
If the supplier has reservations regarding the method of execution requested by ZVK Technologies GmbH, it shall notify ZVK Technologies GmbH of these reservations immediately in writing.

2. The “Quality Guideline for Suppliers” of ZVK Technologies GmbH, as amended from time to time, shall form part of these Terms and Conditions.

3. The supplier shall comply with prohibitions and restrictions on substances under the applicable statutory provisions, in particular EC Directive 76/769/EEC, Section 17 of the German Chemicals Act (ChemG) and the relevant implementing regulations.

4. Within the limits of what is economically and technically feasible, the supplier shall use environmentally friendly products and processes in connection with its deliveries/services, including supplies or ancillary services provided by third parties. The supplier shall be liable for the environmental compatibility of the products supplied and for all consequential damage arising from any breach of statutory disposal obligations.

5. The supplier shall continuously adapt the quality of the products to be supplied to ZVK Technologies GmbH to the latest state of the art. The supplier shall inform ZVK Technologies GmbH in good time prior to delivery of opportunities for improvements and technical modifications.

6. Immediately upon receipt of the delivery, ZVK Technologies GmbH shall inspect whether it corresponds to the quantity and type ordered and whether there is any externally visible transport damage or other externally visible defects. EIf ZVK Technologies GmbH discovers any damage or defect during the above inspections, it shall notify the supplier immediately. If ZVK Technologies GmbH subsequently discovers any damage or defect, it shall likewise notify the supplier immediately. ZVK Technologies GmbH shall have no inspection or notification obligations towards the supplier beyond those specified above.

7. The supplier shall implement quality assurance measures appropriate in type and scope and in accordance with the latest state of the art and shall provide evidence of such measures to ZVK Technologies GmbH upon request. Where ZVK Technologies GmbH considers it necessary, the supplier shall enter into an appropriate quality assurance agreement with ZVK Technologies GmbH.

VI. Warranty, Warranty Period, Suspension, Recommencement, Recourse

1. Defects in the delivery/performance that occur during the warranty period and are notified in writing in due time, including failure to meet guaranteed data and the absence of warranted characteristics, shall, upon request by ZVK Technologies GmbH, be remedied by the supplier immediately and free of charge, including all ancillary costs, at the discretion of ZVK Technologies GmbH by repair, replacement of the defective parts or new delivery.
In particular, the supplier shall bear all expenses incurred in connection with identifying and remedying the defect, including expenses incurred by ZVK Technologies GmbH, particularly inspection costs, removal and installation costs, labour and material costs, transport costs and other costs associated with sending defective parts and returning defect-free parts.
This shall also apply where such expenses are increased because the delivered item has been moved to a location other than the place of performance.
A repair shall be deemed to have failed after the second unsuccessful attempt. Where required for urgent operational reasons at ZVK Technologies GmbH and reasonable for the supplier, repairs or replacement deliveries shall, where necessary, be carried out in multiple-shift operation, overtime or during public holidays. Following the unsuccessful expiry of a reasonable period set by ZVK Technologies GmbH for repair or replacement delivery, ZVK Technologies GmbH shall also be entitled to the statutory rights of withdrawal and price reduction. ZVK Technologies GmbH reserves the right to claim damages in all cases.
If identical defects occur in more than 5% of the supplied parts (series defect), ZVK Technologies GmbH shall be entitled to reject the entire existing delivery quantity as defective and assert the statutory claims for defects in respect thereof.

2. If the supplier culpably fails to fulfil its obligations arising from liability for defects within a reasonable period set by ZVK Technologies GmbH, ZVK Technologies GmbH may itself take the necessary measures at the supplier’s expense and risk or have them carried out by third parties. In urgent cases, following consultation with the supplier, ZVK Technologies GmbH may immediately carry out the repair itself or have it carried out by a third party. Minor defects may be remedied by ZVK Technologies GmbH itself without prior consultation in fulfilment of its duty to mitigate loss, without this limiting the supplier’s obligations arising from liability for defects. ZVK Technologies GmbH may charge the supplier for the necessary expenses. The same shall apply where unusually high damage is imminent.

3. The warranty period shall be two years unless expressly agreed otherwise. This shall also apply in multi-shift operations. The warranty period shall commence upon handover of the delivered item to ZVK Technologies GmbH or to a third party designated by ZVK Technologies GmbH at the receiving location or place of use specified by ZVK Technologies GmbH. In the case of equipment, machinery and installations, the warranty period shall commence on the acceptance date stated in the written declaration of acceptance issued by ZVK Technologies GmbH. If acceptance is delayed through no fault of the supplier, the warranty period shall be two years from the date on which the delivered item was made available for acceptance. The warranty period for buildings and construction materials shall be governed by the statutory provisions. For spare parts, it shall be two years from installation/commissioning and shall end no later than four years after delivery.
A defect shall be presumed to have existed at the time risk passed if no more than six months have elapsed since the transfer of risk.

4. For as long as negotiations are ongoing regarding the validity of a complaint raised by ZVK Technologies GmbH, the warranty period for the claims concerned shall be suspended from notification of the operational fault until completion of the negotiations.
For repaired or replacement parts or services, the warranty period shall recommence upon completion of the negotiations or, where acceptance has been agreed, upon acceptance. Where applicable, acceptance shall be requested from ZVK Technologies GmbH in writing. However, under no circumstances shall the period expire before the limitation periods for claims for defects agreed for the original delivery or service have expired.

5. If claims are made against ZVK Technologies GmbH due to a defect in its product that is attributable to goods supplied by the supplier, the provisions of the German Product Liability Act shall apply accordingly to recourse claims by ZVK Technologies GmbH against the supplier.

6. In the event of a culpable breach of duty extending beyond the delivery of defective goods, for example a breach of a duty to provide information, advice, inspection or other protective duties, ZVK Technologies GmbH may also claim compensation for any consequential damage resulting from such breach. 
Consequential damage means damage suffered by ZVK Technologies GmbH or third parties to legal interests other than the goods themselves as a result of the delivery of defective goods or another breach of duty.

7. Claims arising from liability for defects shall not arise where the defect is attributable to grossly negligent failure to comply with operating, maintenance or installation instructions, unsuitable or improper use, defective or grossly negligent handling, natural wear and tear, or unauthorised modifications to the delivered item carried out by ZVK Technologies GmbH or third parties.

VII. Product Liability

1. If claims are made against ZVK Technologies GmbH due to a breach of official safety regulations or under domestic or foreign product liability provisions or laws because of a defect in a ZVK Technologies GmbH product attributable to goods supplied by the supplier, ZVK Technologies GmbH shall be entitled to claim compensation from the supplier for such damage insofar as it was caused by the products supplied by the supplier.
Such damage shall also include the costs of a precautionary recall campaign. ZVK Technologies GmbH shall, insofar as possible and reasonable, inform the supplier of the nature and scope of the recall measures to be carried out and give the supplier an opportunity to comment.

2. The contracting parties shall inform each other immediately if a relevant damage event occurs or is imminent.

3. Unless otherwise agreed, the supplier shall mark the delivered items in such a way that they remain permanently identifiable as products of the supplier.

4. The supplier shall also maintain adequate insurance against all product liability risks, including recall risks, and shall submit the insurance policy to ZVK Technologies GmbH for inspection upon request.

VIII. Intellectual Property Rights, Rights of Use

1. The supplier warrants that all deliveries are free from third-party intellectual property rights and, in particular, that the delivery and use of the delivered items do not infringe patents, licences or other third-party rights.

2. Upon first written request, the supplier shall indemnify and hold harmless ZVK Technologies GmbH and its customers against justified claims by third parties arising from any infringement of intellectual property rights and shall also bear all costs incurred by ZVK Technologies GmbH in this connection.
Claims shall be deemed justified if they are acknowledged by the supplier or awarded in legally binding proceedings.
The supplier’s obligation to indemnify and hold harmless shall extend to all expenses necessarily incurred by ZVK Technologies GmbH in connection with claims asserted by third parties.

3. ZVK Technologies GmbH shall be entitled, at the supplier’s expense, to obtain from the holder of the rights the necessary authorisation to use the relevant delivered items and services.

4. Upon delivery of a copyrighted work, ZVK Technologies GmbH shall receive from the supplier a non-exclusive, unrestricted right of use for all types of use.

5. The limitation period shall be 10 years from conclusion of the contract.

IX. Materials Provided, Processing, Mixing, Tools, Drawings

1. All materials and other items provided to the supplier by ZVK Technologies GmbH or by third parties commissioned by ZVK Technologies GmbH shall remain the property of ZVK Technologies GmbH.
They may not be used for purposes other than those specified in the contract. Throughout the period in which they are provided, such items shall be marked as the property of ZVK Technologies GmbH, stored separately, maintained in good condition and insured.

2. The supplier shall notify ZVK Technologies GmbH immediately if any third party seizes such provided items or if such a measure is threatened.

3. All materials provided shall be returned to ZVK Technologies GmbH upon first request.

4. Modifications to materials provided shall only be permissible with the prior written consent of ZVK Technologies GmbH and only to the extent authorised.

5. If goods subject to retention of title belonging to ZVK Technologies GmbH are processed together with other items not belonging to ZVK Technologies GmbH, ZVK Technologies GmbH shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title compared with the other items processed at the time of processing.

6. If an item provided by ZVK Technologies GmbH is inseparably mixed with other items not belonging to ZVK Technologies GmbH, ZVK Technologies GmbH shall acquire co-ownership of the new item in proportion to the value of the item subject to retention of title compared with the other mixed items at the time of mixing.
If the mixing is carried out in such a way that the supplier’s item is to be regarded as the principal item, it shall be deemed agreed that the supplier transfers proportionate co-ownership to ZVK Technologies GmbH. The supplier shall hold sole ownership or co-ownership on behalf of ZVK Technologies GmbH.
 
7. Tools, fixtures and other production equipment provided to the supplier by ZVK Technologies GmbH shall remain the property of ZVK Technologies GmbH.
Where tools, fixtures or similar items are manufactured by the supplier or on the supplier’s behalf, ZVK Technologies GmbH agrees that the supplier shall transfer ownership thereof to ZVK Technologies GmbH immediately once ZVK Technologies GmbH has paid for such tools, fixtures or similar items in full or once they have been fully amortised by ZVK Technologies GmbH.
The supplier shall hold sole ownership or co-ownership on behalf of ZVK Technologies GmbH.

8. The supplier may neither scrap the aforementioned items nor make them accessible to third parties without the prior consent of ZVK Technologies GmbH. The supplier shall carefully store them on behalf of ZVK Technologies GmbH at its own expense.
Care, maintenance and partial replacement of the aforementioned items shall be governed by the agreements made between the supplier and ZVK Technologies GmbH in each individual case.

9. ZVK Technologies GmbH reserves all rights to drawings or products manufactured in accordance with its specifications, as well as to processes developed by ZVK Technologies GmbH.
Drawings and other documents provided to the supplier shall remain the property of ZVK Technologies GmbH.

X. Evidence and Certificates

1. The supplier shall, at its own expense, provide without delay all proofs of origin requested by ZVK Technologies GmbH, duly completed with all required information and properly signed. It shall also provide information, permit inspections by the customs authorities and obtain any necessary official confirmations.

2. The supplier shall immediately inform ZVK Technologies GmbH if a delivery is wholly or partly subject to export restrictions under German law or any other applicable law.

XI. Liability

Claims for damages by the supplier against ZVK Technologies GmbH, irrespective of their legal basis, shall be excluded in cases of ordinary negligence.
This exclusion of liability shall not apply to claims for damages arising from a breach of material contractual obligations by ZVK Technologies GmbH. Nor shall it apply in cases involving injury to life, body or health.
In cases of an ordinarily negligent breach of material contractual obligations and gross negligence by ordinary vicarious agents, damages shall be limited to the foreseeable loss typical of the contract at the time the contract was concluded.
Insofar as the liability of ZVK Technologies GmbH is excluded or limited, this shall also apply to the personal liability of our employees, representatives and vicarious agents.

XII. Subcontracting Only with Prior Consent

The supplier shall not be entitled, without the prior written consent of ZVK Technologies GmbH, to transfer its obligations under the order or substantial parts of the order to third parties.

XIII. Prohibition of Assignment

The supplier shall not be entitled, without the prior written consent of ZVK Technologies GmbH, to assign its claims against ZVK Technologies GmbH or have them collected by a third party. Where an extended retention of title applies, consent shall be deemed granted.
If the supplier assigns a claim against ZVK Technologies GmbH to a third party without the consent of ZVK Technologies GmbH, the assignment shall nevertheless remain effective. ZVK Technologies GmbH may then, at its discretion, discharge its obligation by making payment either to the supplier or to the third party.

XIV. Partial Invalidity

Should individual provisions of these GTCP be legally invalid, this shall not affect the validity of the remaining provisions.

XV. Suspension of Payments, Insolvency

1. If the supplier suspends payments, insolvency or composition proceedings are opened against the supplier’s assets, or bills of exchange or cheques issued by the supplier are protested, ZVK Technologies GmbH shall be entitled to terminate the contract in whole or in part with immediate effect, without any claims against ZVK Technologies GmbH arising as a result.

2. If the contract is terminated by ZVK Technologies GmbH, services performed up to that point shall only be invoiced at the contractual prices to the extent that they can be used by ZVK Technologies GmbH for their intended purpose. Any damage incurred by ZVK Technologies GmbH shall be taken into account in the settlement.

XVI. Data Protection

ZVK Technologies GmbH shall process the supplier’s personal data in accordance with applicable data protection legislation.

XVII. Contract Language, Correspondence

The contractual language shall be German. All correspondence and all other records and documents shall be prepared in German. This shall also apply to all other documentation, for example advance payment guarantees and warranty guarantees.
Where the contracting parties additionally use another language, the German wording shall prevail.

XVIII. Place of Performance

Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the shipping address or place of use specified by ZVK Technologies GmbH; for all other obligations of both parties, the place of performance shall be Teisnach.

XIX. Arbitration, Jurisdiction

The place of jurisdiction shall be the court in Landshut having subject-matter jurisdiction, including for actions relating to cheques and bills of exchange and for claims asserted in summary debt collection proceedings.
ZVK Technologies GmbH shall, however, also be entitled to bring proceedings at the supplier’s registered office.

XX. Governing Law

All legal relationships in connection with these GTCP shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.