General Terms and Conditions of Delivery and Service
Revision 4.1 – June 2017
§1 General – Scope of Validity
Parties: the ordering party (hereinafter named „Client“) and AEG Industrial Engineering Aktiengesellschaft (hereinafter named „AEG“).
§ 1.1 These terms and conditions apply to all deliveries and services of AEG.
§ 1.2 Contradicting or deviating conditions of the Client will not be accepted by AEG, unless AEG has agreed expressively and in writing to their application. These terms and conditions shall apply also if AEG renders deliveries or services without caveat to the Client in awareness of conflicting or deviating conditions of the Client to these terms and conditions, including award guidelines of entities governed by public law.
§ 1.3 These terms and conditions shall also apply to all future business between AEG and the Client which results from the current business relation.
§ 1.4 All agreements referring to execution between AEG and the Client shall be laid down in a written contract. Modifications, additions or extensions of the scope of such contract must be put in writing. If not otherwise agreed, the delivery termse shall be interpreted in the sense of INCOTERMS 2010.
§ 2 Conclusion of Contract / Documentation
§ 2.1 Agreements with AEG come into force only if the orders received by AEG have been confirmed in writing or if the deliveries or services ordered by the Client have been delivered or performed. The same applies accordingly to requests for change, amendment or extension of contract by the Client.
§ 2.2 Data submitted to and documents made available to the Client represent only customary and approximate values and are no quality guarantees. Measured values (e.g. performance, power requirements, range measuring accuracies etc.) are stated without taking into account the effects of possible interferences and other disturbances resulting from environmental sources and are binding only if they are expressively part of the contract.
§ 2.3 AEG reserve all proprietary rights, copyrights and other rights regarding the above data and documents. Without written consent such data and documents must not be used for purposes outside the contract and must not be divulged to third parties. Upon request such documents shall be returned to AEG without delay.
§ 2.4 If not stated otherwise in an offer issued by AEG, this offer is not binding. If no other destination country has been contractually agreed, offers submitted by AEG apply to the country in which the registered office of the Client is located. The Client is liable to AEG for all disadvantages and obligations arising from the use of the delivery item outside the borders of this country.
§ 2.5 A cost estimate for deliveries and services will be produced on request of the Client. Cost estimates are not binding. If no order is placed after a reasonable period of time, a possibly inspected object does not need to be restored to its initial condition if this is technically or economically unjustified. Cost arising from restoring the object to its initial condition is borne by the Client.
§ 2.6 AEG is only obliged to observe the rules and regulations of foreign countries i.e. with regards to safety, packaging, weighing or customs, if AEG has been informed by the Client in due time and in sufficient detail about the existence of such regulations. Any extra cost for services, as well as extra cost for possibly required modifications or additions to the delivered item shall be borne by the Client if such required information is only given after conclusion of the contract.
§ 2.7 The Client shall ensure that AEG receives all necessary permissions for the importation and exportation of tools, equipment and material.
§ 3 Prices
§ 3.1 AEG’s prices for deliveries are quoted net cash “EXW”, excluding the costs for the usual packaging and containing all cost for development, engineering, design and production, except when otherwise explicitly agreed to.
§ 3.2 If delivery including customs duties or other charges has been agreed, the price quoted by AEG is based on the rates which are in force at the time of the quotation and a contractually agreed price is based on the rates which are in force at the time of the conclusion of the contract. The actual cost incurred will be invoiced, possible incurred sales tax invoiced separately.
§ 3.3 The prices of AEG for all deliveries and services are quoted in EURO plus the actual statutory sales tax. The price calculation for services is based on time and expenditure unless it was agreed to provide the services for a lump sum price or per measurement of quantities. AEG actual cost and allowance rates shall apply, plus side cost incurred.
§ 3.4 Customs duties, consular fees and other taxes, charges and fees levied outside Germany, as well as all cost related hereto, shall be borne by the Client. This applies also in those cases when the allowances payable to the personnel of AEG and the cost rates payable to AEG are subject to taxation.
§ 3.5 In the event of currency fluctuations AEG is entitled to demand that the original value relation on which the prices quoted by AEG were based is preserved.
§ 3.6 The agreed prices apply only to the order in hand. On discontinuation or cancellation of an order before delivery, the Client shall bear the costs incurred until that time, depending on the duration and the status of the works.
§ 3.7 For orders with a total net value below EUR 250 (two hundred and fifty Euros) for national customers and customers within the European Union (invoice address in an EU country) and below EUR 1000 (one thousand Euros) for customers outside of the EU (invoice address outside of the EU), AEG will charge a surcharge. The amount of the surcharge is 100 EUR (one hundred euros) for customers in the EU and EUR 250 (two hundred and fifty Euros) for customers outside of the EU.
§ 4 Deadlines / Time Schedules
§ 4.1 Delivery and execution deadlines of AEG are never binding unless expressively confirmed as binding by the Client. If not otherwise agreed, the time frame for delivery or execution starts with the submission of the order confirmation, but not before the necessary documents, approvals, releases and clarifications which the Client has to procure have been produced by the Client and the Client has accomplished his duties of cooperation as well as any agreed downpayment has been received.
§ 4.2 The delivery time has been met when the delivery item has left the factory or when the Client has been informed about the readiness for dispatch of the said delivery item. AEG is entitled to partial deliveries, unless this conflicts with a recognisable and reasonable interest of the client.
§ 4.3 The execution time is deemed to be met when the service has been provided within the agreed time. It is also deemed to be met when minor reworks are required, as long as the operational readiness is not impaired.
§ 4.4 Delivery and execution time schedules are extended by the duration of an obstruction plus a reasonable restart time in the event of Force Majeure or other events beyond the control of AEG, such as strike, natural disasters, difficulties in the procurement of raw materials, subcontractors of AEG failing to deliver in time, virus attack or other attacks on AEG IT system as well as hindrance by German, EU or US foreign trade restrictions. This applies also to services whose scope is larger than initially assumed. AEG can not be held responsible for such events, even if they occur during an existing delay. If the duration of the obstruction exceeds three months, both AEG and the Client have the right to terminate the contract after a reasonable grace period. In this case AEG can claim from the Client the reimbursement of the expenses incurred up to the break point, according to these General Terms and Conditions of Delivery and Service; any further claims for liquidated damages are excluded. AEG is also entitled to a reasonable extension of the delivery and execution time if the Client has requested to modify, add or extend the original scope of delivery or service.
§ 4.5 If deliveries or services are delayed due to circumstances beyond the control of AEG (creditor’s delay), especially late payments or Client furnished supply, the extra costs shall be borne by the Client.
§ 4.6 If the Client sets a reasonable grace period when AEG is in default, the Client is entitled to terminate the contract after the grace period has expired without success; in this case the Client is entitled to claim liquidated damages for nonperformance only if the delay is due to intent, gross negligence or heavy negligent violation of duties by AEG. Such restriction of liability does not apply for fixed date contracts where time is the essence as well as in such cases when the Client can reasonably claim that his interest to fulfil the contract is obsolete due to AEG delay; in these cases liability is restricted to the typical and foreseeable damage under this contract, provided AEG cannot be charged for intent.
§ 4.7 If AEG is in delay the Client can - if he is in a position to provide evidence of damages resulting from this delay - demand a compensation of maximum 0.5 (zero point five) per cent for every completed week in delay, limited to a maximum of 5 (five) per cent of the price of that part of the delivery which could not be used in operation due to that delay, unless AEG has caused the delay with intent or by gross negligence.
§ 4.8 If the dispatch is delayed on Client’s request, one month after announcement of readiness for dispatch the storage cost incurred will be charged, in the case of storage in the factory 0.5 (zero point five) per cent of the price of the deliveries shall be charged per month. AEG reserve the right of further claims.
§ 5 Acceptance
§ 5.1 It is the obligation of the Client to accept the deliveries / services on maturity without delay after being prompted by AEG. This obligation of acceptance is the main obligation of the Client. The Client is not entitled to refuse the acceptance of deliveries or services due to insignificant defects.
§ 5.2 If the Client is in delay with its obligation to accept the deliveries or services, AEG is entitled, after the expiration of a reasonable grace period set by AEG, to refuse the fulfilment of the contract and to claim liquidated damages for noncompletion. AEG is entitled to either invoice the effective damage incurred or - without proof of damage - to charge 3.5 (three point five) per cent of the agreed price for every full week of default of acceptance, up to a maximum of 25 (twenty five) per cent of the agreed price.
§ 6 Approval
§ 6.1 Approval of deliveries or services will be only done if this was agreed in writing or is foreseen by law. If approval was agreed, AEG notifies the Client in writing of readiness for approval. Subsequently approval shall be performed within a period of 14 (fourteen) days. It cannot be withhold due to such defects which do not or only insignificantly impair the functionality of the delivery item. If, for reasons beyond the control of AEG, acceptance is not effected within a period of 14 (fourteen) days following the notification about the readiness for acceptance, the deliveries or services will be considered to be approved after this period.
§ 6.2 The deliveries or services are deemed to be approved as soon as the Client has put the supplied item into operation.
§ 6.3 If an approval test of the delivery item is foreseen, such tests shall be performed at the premises of AEG unless the contract provides something else. Approval is given if the Client has not raised justified and substantial objections by the end of the approval test.
§ 6.4 If the Client waives an agreed approval, or if he is, despite notification in good time, not present for the approval due to reasons under his control, the inspection by AEG is deemed to be the approval.
§ 6.5 The cost for the approval shall be borne by the Client.
§ 7 Transfer of Risk
§ 7.1 Transfer of Risk for Deliveries
a) If not otherwise agreed upon, “EXW” shall be applied for full and partial deliveries or where AEG has provided other services, i.e. delivery, carriage, installation or erection. If expressively requested by the Client, AEG can provide insurance coverage for the consignment for theft, breakage, transportation-, fire- or water-damage or other insurable risks on the expense of the Client.
b) If AEG takes objects of the Client into custody, this custody is at the expense and risk of the Client. If not otherwise agreed, the Client is obliged to pay to AEG the amount which a commercial warehouse keeper would usually charge for the storage of such goods.
c) If acceptance is agreed, this acceptance is not deemed to be the point in time for the transfer of risk, unless this contract is a specialorder contract (â€œWerkvertragâ€) according to the German law.
§ 7.2 Transfer of Risk for Services
§ 7.2.1 Transfer of Risk for Services on Site
a) The risk of damage or loss of the service as well as of the deterioration of the works is being transferred to the Client on the day of takeover into Client’s own operation, provided this takeover happens immediately after the service has been provided ready for operation; if a trial run has been agreed, the risk passes after satisfactory completion of the trial run.
b) If the Client does not accept the offer of takeover into Client’s own operation or trial run, the risk will pass to the Client 14 (fourteen) days after this offer has been made.
c) Objects and materials provided by the Client will be taken into custody by AEG in accordance with the agreement made hereto. The risk of accidental loss and accidental deterioration of these objects and materials remains with the Client.
d) If the commencement of the service is delayed, interrupted or stopped by more than 14 (fourteen) days for reasons beyond AEG control, the risk of the services already provided passes to the Client for the duration of the delay, interruption or stoppage.
§ 7.2.2 Transfer of Risk for Services at Factory
a) If services are to be performed at the premises of AEG or AEG agents, the Client shall send the object to which the service will be applied in good time and on Client’s own expense and risk to AEG.
b) If objects of the Client have been taken into custody by AEG, these items shall be returned to the Client at Client’s own expense and risk upon completion of the services.
c) If the dispatch is delayed for reasons for which the Client is responsible or the dispatch is carried out later than the agreed date of completion by request of the Client, the risk passes to the Client on the day of announcement of readiness for despatch to the Client. The same applies in the case of delay or hindrances caused by Force Majeure or other unforeseen circumstances beyond the control of AEG.
§ 8 Reservation of Title to Ownership
§ 8.1 AEG reserves the title to ownership of items delivered by AEG until all business payments from the Client have been received. In the event of contract violation by the Client, especially in the case of delay of payment despite a set deadline, AEG has the right to take back the commodity under reservation. The seizure of such commodity by AEG implies always the cancellation of the contract. After seizure of such commodity AEG is entitled to make use of it, the sales value minus reasonable cost of liquidation shall be offset against the accounts payable of the Client. The Client is obliged to surrender the commodity under reservation of title to ownership.
§ 8.2 The Client is obliged to handle with care the commodity under reservation; especially he is obliged to cover it adequately at original price level with insurance for fire, water and theft on his own cost.
§ 8.3 In the case of seizure or other interventions of third parties the Client shall notify AEG in writing without delay. If the third party is not in a position to reimburse AEG for the cost of a law suit in accordance with § 771 (ZPO) of German law the Client is liable for the loss AEG has incurred there from.
§ 8.4 The Client has the right to sell the commodity under reservation in his ordinary business; already now the Client assigns all claims arising against his customers or third parties in the full amount of the invoice value (incl. sales tax) to AEG, irrespective of whether the commodity under reservation has been sold with or without processing. Also after the assignment, the right to collect the accounts receivable remains with the Client. AEG right to collect the accounts receivable remains unaffected. AEG however undertakes not to collect the accounts receivable as long as the Client meets his payment obligations from the proceeds received, does not default in payment and as long as no petition in bankruptcy or for insolvency proceedings has been filed or payments have been stopped. Should this be the case, AEG has the right to demand that the Client informs AEG about the accounts received which have been assigned and the debtors thereto, provides all necessary details required for collection, hands over the associated documents and informs the debtor (third party) of the assignment.
§ 8.5 If the commodity under reservation is sold together with other objects without having agreed an individual price for the commodity under reservation, the Client shall assign to AEG that part of the total price claim, with precedence over the remaining claims, that is equivalent to that price of the commodity under reservation which was invoiced by AEG.
§ 8.6 Processing or modification of the commodity under reservation by the Client is always on behalf of AEG. If the commodity under reservation is processed together with other objects not belonging to AEG, AEG acquires joint ownership of the new object in the proportion of the value of the commodity under reservation to the value of the other processed objects at the time of processing. For the object resulting from the processing the same terms as for the commodities under reservation shall apply.
§ 8.7 If the commodity under reservation is inseparably mixed with objects not belonging to AEG, AEG acquires joint ownership of the new object in the proportion of the value of the commodity under reservation to the value of the other mixed items at the time of mixing. If the mixing happens in such a way that the object of the Client constitutes the main part, it is deemed to be agreed that the Client transfers a pro rata joint ownership to AEG. The Client keeps the so emerged sole or joint ownership safe for AEG.
§ 8.8 The provisions for liquidation of “Insolvenzordnung” according to the laws and regulations of Germany remain unaffected.
§ 8.9 The Client also assigns to AEG such claims against third parties which arise from the combination of the commodity under reservation with real estate or a vessel.
§ 9 Payments
§ 9.1 All payments shall be effected, according to the agreements, free and without any deduction to the place of payment indicated by AEG. AEG has the right of partial invoicing. Payments deadlines are deemed to be met when the paid amount is at AEG disposal within the stipulated time.
§ 9.2 Payments made by the Client to AEG staff have no debt releasing effect towards AEG. Exceptions require a special agreement in writing.
§ 9.3 If at the time when the payment from the country, from which payment has to be effected, is due, transfers of payments from this country are impossible, the Client shall nevertheless pay the equivalent of the due amount in good time into a bank of this country.
§ 9.4 In the event that the exchange rate for the paid in amounts of nonagreed currency changes for the worse the Client shall compensate this by a supplementary payment.
§ 9.5 If the Client is in full or partial delay, AEG has the right to charge as from the second overdue notice onwards a handling fee of EUR 50 (fifty euro) per reminder.
§ 9.6 Furthermore, AEG is entitled to charge default interest amounting to 8 (eight) per cent on top of the actual base lending rate of the European Central Bank starting from the date of the delay. AEG reserve the right to further claims.
§ 10 Early termination
§ 10.1 In case of early termination of an order through no fault of AEG, a lumpsum compensation becomes due in favour of AEG. The amount of compensation depends on the works which have been already finalised because of the order. AEG is obligated to provide evidence of the status of such works by project documentations.
§ 10.2 If the order was carried out and no material was ordered by AEG yet and no works have begun, 10 % of total net contract volume become due as compensation.
§ 10.3 If the works were started already, 30 % of total net contract volume become due as compensation.
§ 10.4 If material was ordered already, 60 % of total net contract volume become due as compensation.
§ 10.5 If the production was started already, 80 % of the total net contract volume become due as compensation.
§ 10.6 Upon delivery or announcement of readiness for delivery, 100 % of the total net contract volume become due as compensation.
§ 11 Assignment / Retention / Offsetting
§ 11.1 With the exception of monetary claims, the Client is not entitled to transfer claims against AEG to third parties without written agreement.
§ 11.2 The Client can only exercise his rights for offsetting claims if his counterclaims are legally approved, undisputed or acknowledged by AEG. The Client can only exercise his rights for retention or withholding of performance if the same conditions as above are fulfilled for the counterclaims, or in case of faulty delivery these defaults have been stated, acknowledged by AEG or at least have been made credible (i.e. by written confirmation of a knowledgeable person) and moreover his counterclaim is based on the same contractual relation. AEG is entitled to exercise the rights of offsetting and retention to the extent of the laws and regulations of Germany.
§ 12 Warranty
In the event of defective deliveries or services the following applies:
§ 12.1 the warranty rights (“Claim of Defect”) of the commercial Client require that the Client carries out an inspection immediately after reception of delivery, completion of service or acceptance of service and reports to AEG any obvious defects without delay after the inspection, respectively notifies AEG of any hidden defects without delay after their discovery, claiming the defect in writing according to § 377 (HGB) of German law. The same applies to special contracts (“Werkvertrag”) of German law.
§ 12.2 Claims of defect do not exist insofar as they refer to only insignificant deviations from the properties or from the promised performance or to negligible impairment of the usability. Performance measurements are based on DIN 8976. Performance measurements will only be accepted by AEG if the performance tests are carried out in the presence of an AEG delegate purposely sent for this test, AEG reserving the right to check the installation and associated processes.
§ 12.3 AEG shall rework, replace or provide again all parts or services which are defective within the defect liability period at the sole discretion of AEG and with no charge, provided such defect was already present at the time of the passage of risk.
§ 12.4 The warranty does not extend to the quality or suitability of objects and materials provided by the Client, nor to the performance of the staff of the Client, nor to third party agents acting on his behalf. The warranty furthermore does not extend to faults caused by intervention of the Client or of third parties. Faulty work of the personnel provided by the Client will be warranted only by AEG if it is provably the result of incorrect instructions given by AEG or due to gross negligent violation of AEG supervisory duty.
§ 12.5 No warranty is granted for damages resulting from the following causes: unsuitable or incorrect usage, incorrect installation or commissioning by the Client or third parties, natural wear, misuse or negligent treatment, unsuitable operating material, unsuitable replacement, faulty construction works, unsuitable building ground, chemical, electrochemical, electrical or environmental impacts, as far as the damage is not caused by actual fault of AEG. No warranty is granted nor is any liability accepted for the consequences arising from incorrectly performed modifications or overhaul operations by the Client or third parties; as well as in the case of broken seals any warranty and liability of AEG for the consequences arising there from will be cancelled.
§ 12.6 If for any reasons for which AEG cannot be hold accountable the Client unjustifiably claims a defect for which AEG cannot be hold responsible, AEG has the right to charge the Client for its reasonable expenses incurred for rectification or identification of the defect.
§ 12.7 The Client is not entitled to request expenses for a necessary supplementary rectification, especially for transportation, travel, labour and material, if such expenses are increased by subsequently transferring the delivery item to a place different from the original place of delivery or performance (place of execution). AEG has the right to charge such extra cost to the Client.
§ 12.8 Client’s claims of defects are lapsed after 12 months from the date of passing of risk or from the date of completion of service or from the date of acceptance, but in each case not later than 15 months after announcement of readiness for dispatch. However, for such claims of defects where the law requires longer periods of limitation, such legal periods of limitation shall apply, i.e. for material which is customarily used for buildings and whose properties have caused a defect according to § 438 paragraph 1 no. 2b (BGB) of German law, or for the right of recourse of the Client according to § 479 paragraph 1 (BGB) of German law, or for defects of building and constructions according to § 634 a (BGB) and § 438 paragraph 1 no. 2a (BGB) of German law, as well as for intentional or gross negligent causation of a default, and for maliciously concealing a defect. Such periods of limitation apply also to consequential damage caused by a defect, as covered by § 437 no. 3 (BGB) or § 634 no. 4 (BGB) of German law. If a supplementary rectification is required due to a defect, the period of limitation is only put on hold and does not restart from the beginning.
§ 12.9 Before the Client can title further claims or rights (withdrawal from contract, reduction of price, liquidated damages, compensation of expenses), AEG shall be allowed for the opportunity of supplementary rectification within a reasonable time frame, if AEG has not given different guarantees. The decision to repair or replace defective parts lies solely within the discretion of AEG Only in urgent cases concerning operational safety or in order to avoid excessive damage, whereby AEG needs to be immediately notified, the Client has the right to remedy the defect by himself or have it remedied by a third party and to request reimbursement of the necessary cost from AEG. If the supplementary rectification fails despite of two attempts of supplementary rectification, or if it is impossible, or if AEG refuses to do it, or if it is unacceptable for the Client, the Client is entitled to terminate the contract or to reduce payment. For claims of liquidated damages by the Client, the terms of these conditions with regards to liquidated damages shall apply. Claiming for further entitlements or rights against AEG or its agents resulting from a material defect is not possible.
§ 12.10 For defect of titles the following applies: if not otherwise agreed, AEG is only obliged to deliver or render services in the country of the place of delivery or performance free from any rights of third parties.
§ 12.11 In the event of an infringement of property rights of a third party for which AEG is responsible, AEG can on its own discretion and on its own expense obtain and grant the adequate right for the agreed or intended use, or alter the delivery item in such a way that the property right is not infringed, or exchange the delivery item, provided this does not impair the agreed or intended use of the delivery item by the Client. If this is not possible or unacceptable for AEG, the Client is entitled to its legal claims and rights. For claims of liquidated damages by the Client, the terms of these conditions with regards to liquidated damages shall apply.
§ 12.12 The fulfilment of this obligation by AEG is based on the condition that the Client notifies AEG without delay about claims with respect to property rights made by third parties against AEG, and that the Client in dealing with such claims and pursuing its rights acts in accordance with AEG; if one of these preconditions is not met AEG will be free from its obligation.
§ 12.13 AEG cannot be hold liable for the infringement of third party property rights of a delivery item which was manufactured according to drawings, developments or other data furnished by the Client. In such case the Client shall exempt AEG from third party claims.
§ 12.14 If the Client modifies the delivery item, or installs additional items, or combines the delivery item with other apparatus or devices and hereby infringes the property rights of third parties, AEG is exempted from any liability. Used items supplied by AEG are exempted from any warranty.
§ 13 Liability / Liquidated Damages
§ 13.1 The assertion of damages which are caused by defects in the services which AEG owes to the Client is excluded, unless AEG has caused the defect by intent, gross negligence or heavy negligent violation of its duties. The assertion of consequential damages, especially loss of revenue, based on such defaults is excluded. This applies especially if AEG is unable to perform a supplementary rectification for reasons beyond its control. This limitation of liability also applies to claims by the Client for the reimbursements of expenses incurred due to defects. For such consequential damages which are covered by § 437 no. 3 (BGB) and § 634 no. 4 (BGB) of German law, AEG can only be held liable for intent and gross negligence.
§ 13.2 Claims for liquidated damages and expenses (in the following referred to as “Damage”) by the Client are excluded, no matter on what legal basis, especially because of violation of contractual obligations and unlawful act.
§ 13.3 The above limitations of liability do not apply to claims according to § 1 and § 4 (“Produkthaftungsgesetz”) of German law, nor to intent or gross negligence, nor to injuries to life, body and health, nor to the guarantee of a characteristic quality (quality guarantee), nor to heavy negligent violation of AEG duties. However, the liability of AEG is limited to the Damage which is typical and predictable for the type of contract in question, unless there is no injury to life, body or health and no guarantee of a characteristic quality guarantee or something else has been agreed. This does not imply a change of the legal onus of proof.
§ 13.4 AEG is liable for such damages to persons or property caused by AEG up to the extend of its business liability insurance cover. Wherever the liability of AEG is excluded or limited, the same shall apply to the individual liability of the staff, employees, coworkers, representatives and agents of AEG.
§ 13.5 For the time limitation of claims between AEG and the Client with respect to the assertion of liquidated Damages by the Client, the terms of these conditions for time limitations shall apply, as long as these claims are not related to the producer liability law according to § 823 and following (BGB) of German law or to product liability act (“Produkthaftungsgesetz”) of German law.
§ 13.6 The Client shall ensure, by taking suitable and reasonable safety measures, especially by supervision that any Damage possibly caused by a delivery or service by AEG is kept as small as possible.
§ 14 Confidentiality
§ 14.1 Both parties shall treat all documents and information which they have received during the execution or the preparation and initiation of a contract as confidential, as long as these documents and information are not public knowledge, even if no contract is concluded.
§ 14.2 These obligations remain also in force after termination of the contract and shall be imposed in the event of an admissible handover of these documents and information to third parties.
§ 15 Intellectual property
§ 15.1 The intellectual property rights which all deliveries and services provided by AEG are based on, remain entirely in the property of AEG.
§ 16 Jurisdiction / Governing Law
§ 16.1 Sole court of jurisdiction for both parties for all disputes arising directly or indirectly from the contract - also in connection with deeds, drafts and cheques - is for registered companies Berlin, Germany. AEG however reserves the right to assert claims against the Client at that court which is in charge for the residence, the registered office or the assets of the Client.
§ 16.2 This agreement shall be construed, interpreted and applied in accordance with the laws of the Federal Republic of Germany, however with the exception of the “United Nations Convention on Contracts for the International Sale of Goods” (CISG).
§17 Partial Invalidity
§ 17.1 If a single provision of a contract for deliveries and services, based on these General Terms and Conditions for Delivery and Service, is or becomes invalid, the validity of the remainder of the contract shall not be affected thereby.