General Terms and Conditions of Sale of GGM GASTRO International GmbH
1. Exclusive validity of these conditions
1.1 All orders and delivery transactions of GGM Gastro International GmbH, Weinerpark 16, 48607 Ochtrup (hereinafter referred to as „GGM“
), shall be based exclusively on the following General Terms and Conditions of Sale (hereinafter referred to as „GTC“
) and the provisions of the respective individual contract.
1.2 A contract concluded on the basis of these terms and conditions shall establish their validity for all further (delivery) transactions with the customer within the scope of ongoing business relations, even if GGM does not expressly refer to them in the future. This shall also apply even if the customer only became aware of these Terms and Conditions after the first contract was concluded between the parties.
1.3 Deviating agreements, in particular contradictory terms and conditions of business of the customer, require the express written (§ 126 GERMAN CIVIL CODE) consent of GGM to be valid and must be confirmed in writing (§ 126 GERMAN CIVIL CODE) by GGM separately for each individual contract. Such terms and conditions of the customer shall not bind GGM even if GGM does not expressly object to them or delivers to the customer without reservation in the knowledge of such terms and conditions.
1.4 GGM shall be entitled to amend these General Terms and Conditions with a reasonable period of notice. GGM shall notify the customer in writing of any amendments to these GCS at the latest two (2) months before they take effect. The customer shall be deemed to have given his consent to the notified amendments unless he has notified GGM in writing of his rejection, by the time the amendments take effect. GGM shall specifically draw the customer's attention to this effect of approval in its notification of the amendment to these GTCs.
1.5 These GTC are only valid for companies, § 310 paragraph 1 GERMAN CIVIL CODE.
2. Consent to data processing
By submitting his legal transaction application pursuant to Section 3.2, the customer gives his consent for his name and company logo to be displayed on the GGM website and brochures for the purpose of acquiring new customers. This voluntary consent is limited in time to the duration of the business relationship and may be revoked by the customer at any time. Data processing shall remain lawful until the revocation is declared.
3. Offers; conclusion of contract; conclusion of contract via the GGM online shop; order of validity
3.1 Any offers made by GGM shall not be binding unless they have been designated or confirmed in writing by GGM as binding. Drawings, illustrations and dimensions, weights or other performance data shall only be binding if this has been expressly agreed in writing (§ 126 GERMAN CIVIL CODE).
3.2 As far as the customer splaces an order in writing or by telephone, this is considered to be a binding legal transaction according to § 145 GERMAN CIVIL CODE. Insofar as the customer's order is preceded by an offer from GGM, the customer shall comply with this offer in his order. GGM may cancel the customer's order within seven (7) workdays from their delivery by the customer by sending an order confirmation, unless the parties agree otherwise in writing.
3.3 Contracts with GGM shall come into existence upon acceptance by GGM of the customer's written or telephone order in the form of a written order confirmation, but no later than when GGM provides the service.
3.4 In connection with orders placed via the GGM online shop:
The presentation of the products by GGM in the GGM online shop is always non-binding.
By clicking on the "Order Now" button during the payment process, the customer transmits his order, which is a binding legal transaction in accordance with § 145 GERMAN CIVIL CODE, to GGM.
The confirmation of receipt e-mail sent automatically immediately after receipt of the customer's order by GGM does not constitute acceptance of the customer's order by GGM; it does not therefore constitute a contract between the customer and GGM.
The contract between GGM and the customer shall only come into existence when the customer's order is accepted by GGM's shipping confirmation e-mail, but no later than when GGM provides the service. GGM may accept the customer's order via the online shop within seven (7) working days of receipt of the customer's order.
3.5 Unless otherwise regulated in the individual contract, the following order of precedence shall apply in the event of contradictory provisions:
1. the individual contract including any additional agreements made,
2. these GTC's,
3. - to the extent available - the technical specifications of GGM, in particular the main dimensions of the delivery item,
4. the essential elements of the GGM offer (e.g. price, quantity).
3.6 GGM reserves the property rights and copyrights to the documents referred to in clause 3.1.
4. Obligations and duties of the customer
4.1 The customer shall ensure that all necessary provision and cooperation services are provided in good time to the required extent and free of charge to GGM. If the customer fails to provide a required cooperation service, fails to do so in good time or fails to provide it in the agreed manner, the consequences arising and resulting therefrom (e.g. delays, additional expenditure) shall be borne solely by the customer.
4.2 It is the customer's responsibility to check the delivered goods for their suitability for their intended use before processing or working them, even if samples of the goods were delivered beforehand.
4.3 The assembly or installation is carried out by the customer himself, unless otherwise expressly agreed in writing with the customer. In doing so, the customer must follow the instructions in the assembly or installation instructions supplied. The customer must have any necessary connections of products to the public electricity or gas network carried out by an authorised specialist. The same applies to the setting of the required parameters when refrigerators and freezers are put into operation for the first time.
4.4 If, in an individual contract with the customer, GGM has exceptionally undertaken to carry out assembly or installation, the customer shall ensure that any necessary preliminary or construction work has progressed to such an extent that GGM is able to carry out the assembly or installation without hindrance at the assembly time agreed with GGM. This shall include, in particular, that the necessary supply lines for water, waste water, electricity and gas are installed by the customer at the intended location of the equipment to be assembled or installed.
If openings in the customer's buildings prove to be too small for the procurement of the necessary assembly parts, assembly plant or lifting equipment, all costs incurred or to be incurred as a result, in particular for the necessary enlargement of the required opening or for the dismantling of parts as well as for downtimes or downtimes caused or arising as a result thereof, shall be borne by the customer. This shall not apply to the extent that GGM is responsible for the incurrence of such costs.
The customer shall also be obliged to provide GGM with electricity, water, heating, lighting and lockable rooms required for the storage of the installation tools brought along by GGM free of charge for the duration of the installation work. The same shall apply to any scaffolding and lifting equipment required to transport heavy objects as part of the installation work.
4.5 The customer shall be obliged to make the data stored on his systems available to GGM in such a way that they can be reproduced by GGM without considerable effort. The customer's data carriers must be flawless in terms of content and technical specifications, in particular, they must be free of malware, viruses, etc. If this is not the case, the customer shall compensate GGM for all damage arising from the use of these data carriers and shall indemnify GGM to this extent against all claims by third parties, unless the cause does not lie within the customer's sphere of control and organisation.
4.6 The customer shall ensure that GGM has access to the customer's valid data, in particular the address.
5. Delivery and delivery time; right of withdrawal for special orders; force majeure; partial delivery; delivery abroad and confirmation of receipt; subcontractors; GGM's right of exploitation in respect of returned goods
5.1 As long as the customer fails to comply with his obligations to cooperate and to provide materials, such as in particular the provision of goods for processing or treatment, of artwork and/or information material on the goods to be manufactured, etc., any delay in delivery by GGM shall be excluded.
5.2 Any delay in delivery on the part of GGM shall also be excluded as far as GGM itself is not supplied correctly or on time by its own suppliers.
5.3 Deliveries shall be "Ex works Weinerpark 16, 48607 Ochtrup" (i.e. "ex works" or "ex works" / "EXW Weinerpark 16, 48607 Ochtrup" according to Incoterms 2020), unless otherwise expressly agreed in writing.
5.4 The Customer shall be obliged to collect or have collected the goods made available for delivery "EXW Ochtrup" in accordance with Incoterms 2020 together with any accompanying documents (e.g. data sheet and/or spare parts list) within five working days (Monday to Friday between 8:30 a.m. and 4:00 p.m. in each case, excluding public holidays) after receipt of a corresponding notification from GGM (time of delivery) at the place of delivery in accordance with 5.3 above, unless expressly agreed otherwise between the parties. Upon collection, the customer shall be obliged to pay all transport costs and/or other costs which may have been incurred since the goods were made available by GGM (e.g. costs for storage beyond the agreed delivery time).
5.5 If the customer wishes to have the goods shipped, notwithstanding the "EXW Ochtrup" agreement in accordance with Incoterms 2020, this shall be exclusively at the customer's expense and risk (see also clause 7.1) to the last address (curb) notified by the customer. GGM shall not be obliged to unload the goods. By making a declaration to GGM, the customer may choose whether the shipment is to be insured or uninsured.
5.6 The type, manner and extent of packaging shall be at the discretion of GGM.
5.7 Any delivery and performance dates stated shall only be binding if they have been designated or confirmed as binding by GGM.
If an expected delivery date is exceeded by more than two weeks, the customer shall be entitled to set GGM a reasonable period of grace for delivery.
If GGM fails to deliver within the grace period, the customer shall be entitled to withdraw from the contract. The withdrawal must be declared in writing.
The foregoing shall not apply if the individual contract is a firm deal within the meaning of § 286 para. 2 no. 4 GERMAN CIVIL CODE or § 376 HGB or if the customer is entitled to claim that his interest in the further performance of the contract has ceased.
5.8 If, in the event of a delay in delivery by GGM, the customer chooses compensation instead of, or in addition to withdrawal from the contract, the extent of GGM's liability shall be determined in accordance with clause 10.
5.9 In the case of contracts involving goods with special dimensions or other special features which are not part of GGM's standard range, the customer shall have a special right of withdrawal in accordance with the following provision: the customer may withdraw from the contract at any time, until receipt of confirmation of receipt of payment by GGM; the withdrawal must be declared in writing. GGM reserves the right to charge the customer a cancellation fee of 30 % (thirty per cent) of the gross order value or if payment has already been made, to withhold the amount of the refund.
5.10 For the duration of the existence of unforeseeable circumstances which were caused from outside by forces of nature or by the actions of third parties and which could not have been avoided even by extreme care („force majeure“), such as the impossibility of obtaining raw materials and means of transport, GGM shall be exempt from the obligation to deliver in the event of operational disruptions, strikes and lockouts, fire and natural disasters, blockades, war and other military conflicts, mobilisation, civil unrest and terrorist attacks, epidemics and pandemics, government measures and decisions by authorities, seizure and embargo.
Any agreed delivery periods shall be extended by the duration of the circumstances of force majeure, but by a maximum of six (6) months. If the circumstances of force majeure end within this period, the customer may only refuse delivery if acceptance of the delivery has become unreasonable for him after this period of time. If the circumstances of force majeure end after the expiry of six (6) months, this shall be deemed to be a definitive impediment to performance; the customer shall be entitled to withdraw from the contract (§ 323 GERMAN CIVIL CODE). The same shall apply if and as soon as it is evident that the circumstances of force majeure will be permanent.
5.11 Unless otherwise expressly agreed in writing with the customer, GGM shall be entitled to make partial deliveries or render partial services if (i) the partial delivery is usable for the customer within the scope of the contractual purpose, (ii) delivery of the remaining ordered goods is ensured and (iii) the customer does not incur any significant additional work or costs as a result.
5.12 If, at the customer's request and at the customer's expense, GGM delivers or dispatches the goods to a place outside Germany, the customer shall notify GGM, without being requested to do so, within five (5) working days of receipt of the goods at the place of destination, of a confirmation of receipt or a comparable alternative documentation in written form as proof of dispatch or shipment abroad. If the customer fails to provide such proof, he shall be liable in his internal relationship with GGM to the extent that GGM is required to pay VAT on the delivery in question, unless GGM is at fault in this respect.
The foregoing shall apply mutatis mutandis in cases where the customer, at his own request and expense, collects the goods himself from GGM for subsequent permanent storage at a location outside Germany.
GGM reserves the right to demand a deposit from the customer in the amount of the calculated value-added tax on the invoice amount in question as proof of dispatch or shipment abroad by the customer, until the customer provides the confirmation of receipt or comparable alternative documentation in writing. GGM shall return the deposit to the customer immediately after receipt and verification of the confirmation of receipt, or an comparable alternative documentation in written form as proof of dispatch or shipment abroad.
5.13 GGM shall be entitled to provide the services by subcontracting to third parties (subcontractors) unless this is contrary to the legitimate interests of the customer. GGM shall be liable for the performance of subcontractors as for its own.
5.14 If GGM accepts goods from the customer, for example to carry out an inspection or repair, and if the customer refuses to accept the goods again after inspection or repair, or if the customer announces that he will not accept the goods again, GGM shall be entitled to sell the goods after giving prior written notice of the sale and setting a reasonable deadline for the customer to collect the goods. GGM shall pay the customer the proceeds of the sale less any storage costs and any other costs incurred by GGM.
6. Prices; minimum order value; terms of payment; objection to the invoice; crediting
6.1 The agreed prices are set out in the individual contract and are always "ex works Weinerpark 16, 48607 Ochtrup" (i.e. "ex works" or "ex works"/"EXW Weinerpark 16, 48607 Ochtrup" according to Incoterms 2020) plus statutory value-added tax, shipping costs, freight, customs, import, additional charges; packaging is included.
6.2 The costs incurred for an installation or assembly agreed upon in an individual case, as well as costs incurred in connection with this for any necessary trades are also not included in the price, unless the parties have agreed otherwise in writing.
6.3 Unless otherwise indicated in individual cases, GGM shall only accept orders with a minimum order value of EUR 30 plus statutory VAT.
6.4 Unless otherwise expressly agreed between the parties, in particular payment in advance, invoices from GGM shall be due immediately upon receipt and shall be paid within 14 days without any deductions. They shall be paid to the account indicated on the invoice and in EUR. The timeliness of the payment shall be determined by the receipt of the full payment amount in one of GGM's business accounts. In the event of late payment, GGM shall be entitled to charge interest on arrears at the rate of nine (9) percentage points above the base rate.
6.5 If payment in advance has not been agreed with the customer in individual cases, and if the customer is in default of payment in respect of deliveries already made by GGM, GGM shall also be entitled, at its discretion, either to withhold the delivery(s) not yet made until the customer has made advance payment for them, or to withdraw from the contract for the delivery(s) not yet made after setting a reasonable period of grace.
6.6 For each direct debit not honoured or returned, the customer shall reimburse GGM for the costs incurred, including the costs of collecting the outstanding payment, to the extent that the customer is responsible for the event giving rise to the costs.
6.7 Complaints concerning the amount of the price/remuneration charged by GGM to the customer shall be addressed to GGM immediately upon receipt of the invoice. Complaints must be received by GGM within eight weeks of receipt of the invoice by the customer. Failure to object in good time shall be deemed to constitute approval of the invoice in terms of the amount. The customer's statutory claims in the event of complaints after the deadline shall remain unaffected.
6.8 If GGM has granted the customer a period of payment exceeding that agreed in clause 6.4 in respect of a delivery, and if, after conclusion of the contract, justified doubts arise as to the customer's solvency or creditworthiness, or if such circumstances already existing at the time of conclusion of the contract only become known at a later date, GGM shall be entitled to revoke any periods of payment granted and to demand either advance payment or the provision of security before delivery.
6.9 Notwithstanding any provisions to the contrary on the part of the customer, GGM shall be entitled to set off payments against the customer's older debts first. GGM shall inform the customer of the nature of the set-off. If costs and interest have already been incurred, GGM shall be entitled to set off the payment first against the costs, then against the interest and finally against the principal performance.
7. Transfer of risk; inspection for transport damage
7.1 Unless otherwise agreed in writing, and irrespective of any commercial clause agreed between the parties in accordance with INCOTERMS, the risk of accidental destruction and loss and of deterioration shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left the business premises of GGM for the purpose of dispatch or (self-)collection.
7.2 The customer shall examine the external condition of the delivery immediately after its arrival, complain to the transport person about any transport damage, secure evidence thereof and notify GGM and the transport person immediately by telephone and in writing. In the event of delivery to a different delivery address, the customer shall be obliged to ensure that the inspection for any transport damage is carried out in accordance with these provisions. Section 8.1 (duty to examine and give notice of defects) shall remain unaffected.
7.3 If dispatch cannot be affected within the agreed delivery period through no fault of GGM, the risk of accidental loss of the goods shall pass to the customer upon expiry of the delivery date specified in clause 5.4.
8. Duty to examine; warranty; service offer return; return of goods from forwarding agents; limitation periods
8.1 If the customer is a merchant, the customer shall inspect the goods immediately upon receipt and shall notify GGM in writing without delay of any obvious defects which are identifiable upon proper inspection, including any transport damage (cf. Section 7.2). Defects which could not be detected even upon proper, immediate inspection shall be notified to GGM in writing immediately upon detection. Failure to observe the period for notification of defects shall exclude the customer's rights in respect of material defects.
The same applies to complaints due to wrong deliveries and quantity deviations.
8.2 Minor deviations in the dimensions and design do not entitle the customer to make a complaint. Any deviations within the scope of the relevant quality guidelines known to the customer shall be deemed to be in accordance with the contract.
8.3 Unless otherwise expressly agreed with the customer in individual cases - e.g. within the framework of a "full guarantee" - GGM shall grant subsequent performance for (if applicable: duly notified) defects of the delivery item at its own discretion in the form of delivery of a new, defect-free item (subsequent delivery) or in the form of repair (elimination of defects), unless the mandatory provisions on the sale of consumer goods (§§ 478, 479 GERMAN CIVIL CODE) apply. If the subsequent performance fails - i.e., two (2) attempts at subsequent performance are unsuccessful -, the customer may, at his discretion, reduce the contractually agreed price or withdraw from the contract. In addition, the customer shall only be entitled to claims for damages within the scope of Section 9.
8.4 If GGM takes back goods - whether after notification of defects or via the "Service Offer" "Return" at https://www.ggmgastro.com/service-ggm
–(if necessary with subsequent inspection and/or processing of these goods), this shall in no case constitute an acknowledgement on the part of GGM that the returned goods are defective.
8.5 Both for subsequent performance in the case of notices of defects and in the context of returns via the aforementioned "service offer" "return" goods, the place of subsequent performance or place of return shall be the registered office of GGM.
8.6 The customer shall be obliged to cooperate in the performance of the subsequent performance or the above-mentioned repossessions by making the goods available for this purpose at the address (curb) last notified by him on the date of collection agreed with GGM. Larger or bulky goods - so-called forwarding goods - shall be provided by the customer packed and fixed on a pallet. The customer shall provide GGM with photographs of the goods fixed on the pallet in good time before the date of collection.
If the customer still has the packaging of the original delivery by GGM in stock in a reusable condition, the customer shall use it for the purpose of packaging the goods being shipped.
8.7 The warranty obligation expires if the delivered goods have been changed, processed or handled improperly. The same shall apply if the defect complained of is due to the fact that the goods have not been professionally connected or adjusted in deviation from clause 4.3.
8.8 GGM shall assume no warranty for such goods which the customer has made available to GGM for the purpose of processing or treatment. The customer shall not be entitled to any rights in respect of defects in such goods, unless the defect is due to processing or treatment by GGM.
8.9 The limitation period for claims for defects is 12 (twelve) months from the transfer of risk, unless another statutory period is mandatory or unless the mandatory provisions on the sale of consumer goods (§§ 478, 479 GERMAN CIVIL CODE) apply or unless otherwise expressly agreed with the customer. Furthermore, the above provision shall not apply in cases of GGM's liability for culpable injury to life, body or health or in cases of GGM's liability for claims for damages based on intent or gross negligence, including intent or gross negligence on the part of GGM's representatives or vicarious agents.
8.10 Warranty claims arising from contracts with GGM shall be due exclusively to the customer; they are not assignable. The same shall apply to any warranty claims of the customer.
9. Retention of title
Unless advance payment has been agreed with the customer in individual cases, GGM shall retain title to the goods until receipt of all payments arising from the business relationship with the customer.
10. Liability; product liability
10.1 GGM shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of GGM's representatives or vicarious agents.
10.2 Insofar as GGM is charged with the negligent breach of a material contractual obligation, the fulfilment of which is essential for the proper execution of this agreement, the breach of which endangers the purpose of the agreement and on the observance of which the customer can regularly rely (so-called cardinal obligations), the liability for damages shall be limited to the foreseeable, typically occurring damage.
10.3 Liability for culpable injury to life, body or health and the liability of GGM under other mandatory statutory provisions, in particular under the German Product Liability Act, shall remain unaffected. The liability of GGMM for culpable breaches under Article 82 of the Basic Data Protection Regulation (DS-GVO) shall also remain unaffected.
10.4 In the case of a negligent infringement under Art. 82 CDIR, GGMs are liable up to a maximum amount of EUR 50,000 (fifty thousand euros).
10.5 In the internal relationship with GGM, the customer shall assume the sole risk as (co-) manufacturer under the Product Liability Act, provided that the cause of the damage was within his sphere of responsibility and organisation and he is liable as manufacturer in the external relationship with the claimant. In the above-mentioned cases, the customer shall expressly indemnify GGM from all possible claims by third parties and shall, if necessary, provide security, insofar as its internal responsibility extends to the customer. This shall apply in particular but not exclusively in cases where the customer has supplied GGM with preliminary products.
The above provision shall not apply in cases where the customer has made goods available to GGM for processing or treatment, but the cause of the damage is based on processing or treatment by GGM.
10.6 Insofar as GGM's liability for damages is limited, this shall also apply with regard to the personal liability for damages of GGM's employees, workers, staff, representatives and vicarious agents.
10.7 Unless otherwise provided above, GGM shall not be liable.
11.1 Unless a separate confidentiality agreement between the parties to the contract provides otherwise, both parties to the contract undertake to maintain confidentiality in accordance with this section 11.
11.2 "Confidential Information" for the purposes of these GTC shall mean any written, electronic, oral, digitally embodied or other information disclosed by its owner (the person or entity controlling Confidential Information) to the recipient (any person or entity to whom Confidential Information is disclosed) and meeting the following requirements. Confidential Information is defined as follows:
1. Trade secrets, products, software, source code, know-how, illustrations, drawings, specifications, samples, descriptions, calculations, quality guidelines, quality agreements, inventions, business relations, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data);
2. Any documents and information which are subject to technical and/or organisational secrecy measures and/or are marked as confidential.
3. Existence and contents of individual contracts between GGMs and their customers.
Confidential information in this sense does not include information that
4. Was known or generally accessible to the public prior to disclosure by the holder or will become generally accessible at a later date without breach of a confidentiality obligation.
5. Is demonstrably already known to the recipient prior to disclosure and without breach of a confidentiality obligation.
6. Has been obtained by the recipient without using or referring to confidential information of the holder himself.
7. Will be made available to the recipient by an authorised third party without breach of a confidentiality obligation.
11.3 The recipient is obliged in each case:
- To treat confidential information as strictly confidential and to use it only in connection with the execution of individual contracts concluded under these General Terms and Conditions and their purposes.
- To disclose confidential information only to those agents who rely on knowledge of such information for the purpose for which it was provided.
- The recipient ensures that their representatives comply with this provision as if they themselves were bound by it.
- Confidential information must also be secured against unauthorised access by third parties by means of appropriate secrecy measures and, when processing confidential information, the statutory and contractual regulations on secrecy protection and data protection must be observed, where relevant.
- If the Recipient is obliged to disclose some or all of the Confidential Information due to applicable laws, court or governmental orders, the Recipient shall immediately notify the Owner thereof (to the extent legally possible and practicable) in writing (§ 126 GERMAN CIVIL CODE) and shall make all reasonable efforts to keep the scope of disclosure to a minimum and, if necessary, provide the Owner with all reasonable assistance aimed at obtaining a protective order against disclosure of the Confidential Information or parts thereof.
11.4 Upon request of the holder, and without request at the latest after fulfilment of all individual contracts and contractual purposes concluded between GGM and its customers, the recipient shall return or destroy all Confidential Information, including all copies thereof, within seven (7) working days of receipt of the request or after termination of the contract (including electronically stored Confidential Information), unless this is contrary to any retention obligations agreed with the holder or statutory retention obligations.
The destruction of electronically stored Confidential Information in the aforementioned sense shall be affected by the complete and irrevocable deletion of the files (in such a way that any access to the Confidential Information becomes impossible) or irretrievable destruction of the data carrier.
Excluded from the corresponding destruction obligations are - in addition to Confidential Information, with regard to which there is a duty to preserve within the meaning of the aforementioned regulation - Confidential Information whose destruction or return is technically impossible - whereby the recipient must demonstrate and prove that a corresponding exception exists. The Recipient shall inform the Owner immediately upon becoming aware that the destruction or return of the Confidential Information concerned is technically impossible.
At the request of the holder, the recipient must confirm in writing that, as far as possible, he has completely and irrevocably deleted all Confidential Information in accordance with the provisions of the above paragraphs and the instructions of the holder.
11.5 Without prejudice to the rights accruing to it under the German Law on the Protection of Trade Secrets ("GeschGehG"), the owner has all property rights, rights of use and exploitation rights with regard to the Confidential Information. The Owner reserves the exclusive right to apply for the registration of Confidential Information, if relevant. The Recipient shall not acquire any ownership or, except for use for the purposes described above, any other rights to use the Confidential Information.
11.6 The Recipient shall refrain from commercially exploiting or imitating Confidential Information outside the respective purpose of the contract in any way (in particular by means of so-called "reverse engineering", see below) and/or having it exploited or imitated by third parties and/or applying for industrial property rights - in particular trademarks, designs, patents or utility models - to the Confidential Information.
11.7 The observation, examination, dismantling or testing of products and/or objects for the purpose of obtaining business secrets (so-called "reverse engineering"), which the owner has given to the recipient in the course of the cooperation under the validity of this contract, is explicitly prohibited to the recipient in the sense of § 3 para. 1 No. 2b) last half sentence GeschGehG.
11.8 The recipient undertakes to obligate any subcontractors and sub-suppliers to the same extent to maintain secrecy.
11.9 The above obligation of secrecy shall survive the termination of the contractual and supply relationship as long as the Confidential Information has not become public.
12. Offsetting; rights of retention
12.1 The customer shall only be entitled to set-off insofar as his claims are undisputed or have been established as final and absolute or insofar as he asserts a breach of a main obligation of GGM in the sense of § 320 GERMAN CIVIL CODE (German Civil Code) with the counterclaim.
12.2 The customer shall only be entitled to rights of retention insofar as his counterclaim is based on the same legal transaction as the claim of GGM. Otherwise, the customer shall have no rights of retention.
13. Written form
13.1 There are no verbal collateral agreements to this contract.
13.2 Amendments, supplements and the cancellation of this contract must be made in writing to be effective (§ 126 GERMAN CIVIL CODE). This also applies to the amendment of this written form clause itself. However, this written form requirement shall not apply to agreements made orally between the parties after the conclusion of the contract. Amendments to this contract agreed orally shall nevertheless be recorded in writing (§ 126 GERMAN CIVIL CODE) for the purposes of proof.
13.3 Unless otherwise expressly stipulated in these GTC, text form, e.g. e-mail, fax, in the sense of § 126b GERMAN CIVIL CODE (German Civil Code) shall suffice to comply with the written form.
14. Place of performance; applicable law; place of jurisdiction
14.1 The place of performance shall be the registered office of GGM.
14.2 The contractual agreements between GGM and the customer shall be governed by the law of the Federal Republic of Germany. The application of the uniform UN sales law (United Nations Convention on Contracts for the International Sale of Goods, CISG) is excluded.
14.3 The exclusive - also international - place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of GGM, provided that the customer is a merchant, a legal entity under public law or a special fund under public law. GGM may, however, also sue the customer at the customer's place of business. The above shall not apply if another - exclusive jurisdiction prescribed by mandatory law - exists.
15. Final provisions
15.1 If individual provisions of these GTC are or become invalid, the validity of the remaining provisions shall not be affected. This shall not apply if adherence to the contract would represent an unreasonable hardship for one of the contracting parties.
15.2 The customer may only transfer the rights and obligations arising from the contract with GGM to a third party with the prior written (§ 126 GERMAN CIVIL CODE) consent of GGM. GGM will only refuse consent for good cause. The customer shall inform GGM immediately if he intends to transfer rights and obligations under the contract with GGM.