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General terms and conditions of sale and delivery
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General terms and conditions of sale and delivery of Mahr GmbH

1 Area of validity, applicable law

(1) This contract will be subject to the law of the Federal Republic of Germany, including the UN Convention on Contracts for the International Sale of Goods.

(2) These general terms and conditions of sale and delivery of Mahr GmbH will apply exclusively. Any contrary or deviating conditions of the customer will not be applicable unless Mahr has expressly agreed to this in writing. The contractual conditions of Mahr will also apply in the event that Mahr delivers unconditionally to the customer despite having knowledge of the existence of conditions of the customer that are contrary or deviating from these conditions.

(3) All agreements between Mahr and the customer that are made for the purpose of the execution of a contract must be put in writing.

(4) These general terms and conditions of sale and delivery will only be applicable for transactions with other companies, legal entities under public law and separate estates under public law in the sense of section 310 of German Civil Code (BGB).

(5) These general terms and conditions of sale and delivery will also apply for all future business transactions between Mahr and the customer.

(6) In the case of doubt the applicable Incoterms (International Commercial Terms) will be decisive for the interpretation of these conditions.

 

2 Tenders, tendering documents, completion of contracts

(1) All tenders submitted by Mahr will be non-binding and subject to confirmation unless otherwise stated in the confirmation of order. The documentation regarding the tender submitted by Mahr, such as illustrations, drawings and details concerning weight and dimensions, will be understood as approximations unless otherwise expressly declared as binding.

(2) Mahr reserves all rights of ownership and copyrights on all illustrations, drawings and other documents. It will be forbidden for any documentation to be made available to third parties. This will apply in particular for any documents that are marked 'confidential'. The customer will require the express consent of Mahr before passing any documents on to third parties.

(3) In the event that an order is classified as a tender in the sense of section 145 of German Commercial Code (BGB), Mahr will be permitted to accept this within one month or in special cases (e.g. manufacture to customer's specifications) within three months (acceptance period). The acceptance of an order will occur by way of the sending of written confirmation (confirmation of order). Confirmation of order will not be necessary in the event of delivery being made within the acceptance period.

(4) In the event that the order has not been accepted and delivery has not been made within the acceptance periods stipulated in sub-section 3 above, the customer will be entitled to withdraw his order. The refusal of the order will not entitle the customer to demand compensation for damages from Mahr.

(5) Any agreements, information (including amendments and supplements to the documents made available by the customer), assurances, warrantees and guarantees connected with the completion of the contract that are given verbally will only be valid if confirmed in writing by Mahr.

 

3 Prices

(1) All prices stated by Mahr will be in euro.

(2) All prices will be subject to the legally applicable amount of VAT. Unless otherwise expressly stated in the confirmation of order, prices will be ex works and will not include the cost of installation, putting into operation or assembly (cf. separate conditions of assembly), packaging, carriage, import duty, postage and insurance. These costs will be invoiced to the customer separately.

(3) All prices are calculated on the basis of the cost of wages, materials and other expenses on the day of the submission of the tender. In the event of changes to these costs after the time of submission of the tender and before the time of delivery, Mahr will be entitled to amend quoted prices correspondingly. At the customer's request Mahr will be obliged to prove the extent of any changes to the costing structure to the customer.


4 Payment conditions

(1) Unless otherwise expressly stated in the confirmation of order, payment will be due in full within 30 days of the date of the invoice. This will also apply in the event of partial deliveries. The place of performance will be the location of the head office of Mahr.

(2) In the event that the aforementioned period for payment is exceeded, Mahr will be entitled to charge interest on all due amounts at a rate of 8% above the base interest rate in accordance with section 247 of German Civil Code (BGB) without having to firstly issue a payment reminder or grant a period of grace. This will not affect the right of Mahr to enforce further claims against the customer for damages due to default in payment. Mahr will only be entitled to enforce a claim for further damages due to default in payment if it can be proved that such damages have been incurred. The customer will be entitled to demonstrate that Mahr has incurred no or significantly less damages as a result of default in payment.

(3) In the event that the customer falls into default in payment of a not insignificant amount due to a fault of his own, the purchase price will become immediately payable in full. This will also apply in the case that it becomes evident after the completion of a contract that Mahr's claim to payment is endangered due to the poor financial situation of the customer or if other circumstances occur that lead to the considerable worsening of customer's ability to pay after the completion of the contract. In the aforementioned circumstances Mahr will be obliged to fall back on the rights described in section 321 of German Civil Code (BGB).

(4) The customer will not be permitted to set off any counterclaims against the payments due to Mahr unless these counterclaims are the subject of final and non-appealable legal adjudication (res judicata), subject to precedent (stare decisis), indisputable or acknowledged by Mahr. The customer will not have a right to withhold payment on the basis of a claim that is not the subject of adjudication or precedent or which is disputed or not acknowledged by Mahr.


5 Delivery, acceptance

(1) Mahr's obligation to deliver is dependent upon the fact that Mahr receives the materials required for manufacture punctually, in the required amount and in a satisfactory condition from the company's suppliers. In the event that the delivery to be made by Mahr involves the import of materials, deliveries will also be dependent upon the punctual receipt of all the control documentation and import licences necessary for the import of the materials required for manufacture. In the event of delay to delivery due to the occurrence of the aforementioned cases, Mahr will be obliged to inform the customer immediately of the unavailability of the goods and refund any payments already made by the customer. The aforementioned restrictions will not apply in the event that Mahr is responsible for the late delivery or unsatisfactory condition of the materials required for manufacture.

(2) The delivery periods specified by Mahr in the confirmation of order will begin at the time of sending the confirmation of order, however not before the customer has satisfactorily fulfilled any obligations incumbent on him, in particular the submission of all required documents, permits, certificates, authorisations, letters of credit and guarantees, as well as payment of the agreed deposit.

(3) Delivery periods will be extended correspondingly if unforeseen circumstances occur after the completion of the contract that obstruct or complicate the performance of contractual duties and provably influence the manufacture and delivery of the goods, insofar as these circumstances are out of the control and sphere of influence of Mahr. This will also apply in the event that such circumstances affect the delivery of the materials required by Mahr for manufacture by the company's suppliers. These circumstances will also be deemed as not the fault of Mahr if they are caused by a delay to delivery that is already in existence at the time of completion of the contract. Mahr will be obliged to inform the customer of the beginning and end of obstructions and hindrances of this kind as soon as possible. In the event that the execution of the contract becomes unreasonable for one of the parties to the contract as a result of the occurrence of any such circumstances, the affected party will be entitled to withdraw from the contract.

(4) The time of the dispatch of the goods ex works will be decisive for the matter of observance of the delivery periods. In the event that the goods can not be dispatched on time due to reasons for which Mahr is not responsible, delivery periods will be deemed as having been observed if declaration of the readiness to dispatch has been given.

(5) The customer will be obliged to accept all delivered goods in accordance with this contract. In the event that the customer refuses to accept the delivery of goods delivered within the agreed delivery period for reasons for which Mahr is not responsible, Mahr will be entitled to demand compensation for damages, including any additional costs incurred, regardless of whether the goods were expressly offered or not, if these goods were capable of fulfilling their intended purpose at the time of delivery. This will also apply if the customer infringes any obligations to co-operate with Mahr that affect the observance of the delivery period. In this case Mahr will be entitled to dispose of the goods elsewhere after the expiry of an appropriate period of grace granted to the customer for the fulfilment of any such obligations and/or to deliver the goods to the customer within an appropriately extended delivery period.

(6) In the event that the acceptance of the delivered goods by the customer is not necessary due to contractual conditions or due to special circumstances, this can only happen at the head office of Mahr and immediately after an announcement of the readiness to accept. In the event that acceptance does not occur in full and on time as a result of circumstances for which Mahr is not responsible, Mahr will nonetheless be entitled to dispatch the goods to the customer without acceptance at the cost and risk of the customer or store the goods at the cost and risk of the customer. In both cases Mahr will be entitled to invoice the customer for the goods and any additional costs immediately.


6 Assumption of risk

(1) Unless otherwise expressly stipulated in the confirmation of order, all deliveries will be ex works. The risk of accidental loss, deterioration or seizure of the goods will be borne by the customer in all transactions and this risk will be transferred to him at the latest at the time of the dispatch of the goods. This will also apply in the event of partial deliveries or if Mahr has also been contracted for the performance of other services, e.g. shipping costs, transport and installation.

(2) At the request and at the cost of the customer, Mahr will arrange insurance against the risk of damage or loss during transport.

(3) Unless otherwise specifically arranged, Mahr will choose the route, the method of transport, the freight carrier and the type of packaging used for the goods but will not offer any guarantees with regard to this.

(4) In the event that it is not possible or extremely difficult to transport the goods via the scheduled route or to the scheduled place due to reasons for which Mahr is not responsible, Mahr will be entitled to use its own best judgement in order to carry out the delivery via another route or to another location. Any additional costs that are incurred as a result of this will be borne by the customer. Mahr will be obliged to inform the customer of any such circumstances in good time and give him the opportunity to air his opinions on these circumstances.

(5) In the event that the dispatch of goods is delayed due to circumstances that are caused by Mahr, the risk of the accidental loss or deterioration of the goods will be transferred to the customer at the point in time at which Mahr is entitled and in a position to deliver the goods. However, Mahr will be obliged to take out the insurance that the customer requires at the request and cost of the customer.

(6) In the case described in sub-section 5 above, Mahr will store the goods at the cost and risk of the customer. The decision as to whether and by whom the goods will be stored will be made by Mahr according to its best judgement. Furthermore, Mahr will also be entitled to invoice the customer for the goods immediately.

(7) The customer will be obliged to accept the delivered goods, even if they have significant defects, without affecting the rights granted in sections 7 and 8 of these conditions.

(8) Unless otherwise stipulated in the confirmation of order, partial deliveries by Mahr will be permissible insofar as the extent of these partial deliveries is sufficiently determined in the confirmation of order. The customer will be obliged to accept such partial deliveries insofar as it is reasonable to expect him to accept the content of the delivery.


7 Guarantees

(1) The customer's rights of guarantee stipulate that the customer must inspect the goods immediately upon acceptance. The customer will be obliged to report any defects to Mahr in writing within an appropriate period, stating an exact description of the type of defect. This period will begin at the time at which the defect is discovered or should have been discovered.

(2) Defects that were undetectable even during the most careful inspection in accordance with the description in sub-section 1 above must be reported to Mahr in writing by the customer immediately upon any such defect becoming apparent or immediately at the time at which a defect should have become apparent, stating an exact description of the type of defect.

(3) The right of the customer to claim that the defective goods infringe the conditions arranged in the contract will expire at the latest 12 months after the delivery of the goods by Mahr. The guarantee period or notification period for replacement goods or improved goods will be three months from the point in time of the restoration of the operability of the goods by Mahr but will run to at least the expiry date of the original guarantee period or notification period for the goods as specified in sub-section 1 above. If the customer fails to notify Mahr of the insufficiency of the goods within the specified notification periods, he will no longer be entitled to claim the insufficiency of the goods under guarantee. This will apply regardless of whether the customer himself is responsible for the late notification of defects or if he has a reasonable excuse for this.

(4) In all cases the right of the customer to enforce a claim based on the insufficiency of the goods and lack of conformity with the specifications of the contract will be subject to a limitation period of six months starting at the time of punctual notification of a defect, however at the earliest with the expiry of the guarantee period and notification period specified in sub-section 3 above.

(5) The reductions of the legally stipulated limitation period stated in sub-sections 3 and 4 above will not apply if the law expressly stipulates longer time periods. Furthermore, they will also not apply in the event of the intentional infringement of a contractual condition by Mahr and in cases in which Mahr was aware of the insufficiency of the goods or in which Mahr has given a guarantee for the quality of the goods. Furthermore, in the event of the occurrence of the cases specified in sub-section 3 above, Mahr will not be entitled to claim that the customer failed to give notification within the specified notification period if Mahr does not query the fact that the customer has missed the notification period within an appropriate time period.

(6) The conditions of section 8 below (General limitation of liability) will apply for compensation claims.

(7) In the event that a defect is discovered or should have been discovered, the customer will be obliged to abstain from all use and possession of the goods that would prevent Mahr from inspecting the goods for defects or that would make such inspection difficult. This means in particular that the customer will not be permitted to sell on, change or develop the goods. These restrictions of use will only apply until an agreement has been reached regarding the complaint or an independent inspection has been carried out by an expert appointed by the Chamber of Industry and Commerce at the location of the head office of the customer.

(8) In the event of a complaint being made due to defective goods, the customer will be obliged to give Mahr the immediate opportunity to inspect the goods to confirm the existence of a defect. He will also be obliged to make the defective goods or a sample of the defective goods available to Mahr immediately upon request. If the customer fails to live up to these obligations, his claim arising from the defect will be invalidated.

(9) Mahr will deliver the ordered goods in accordance with the applicable legal provisions in the country of the customer at the time of completion of the contract, insofar as the customer has provided Mahr with all the information required for the fulfilment of these obligations within a period of 3 weeks after the completion of the contract.

(10) In the event that the customer can not use the delivered goods for the purpose intended, he will only be entitled to enforce a claim for the improper fulfilment of the contract if the parties to the contract specifically agreed the suitability of the goods for use for a certain purpose and/or if Mahr has given a specific guarantee for the suitability of the goods for a certain purpose.

(11) In the event of the inclusion of the products of a third party and if Mahr pointed out the use of these products at the latest at the time of delivery, the liability of Mahr for these products will be limited to the transfer of his liability claims arising from these products against the supplier of these products.

(12) Mahr will not give a guarantee for defects and damages that are caused by inappropriate or improper use of the goods if the blame for such use can not be apportioned to Mahr. This will also apply for defects and damages caused by the improper or incorrect assembly or installation of the goods by the customer or by a third party not authorised by Mahr, unless blame for the mistakes can be apportioned to Mahr. Furthermore, Mahr will not give a guarantee for defects or damages that are caused by improper alterations or maintenance work, normal wear and tear, improper or negligent treatment, unsuitable work materials, replacement materials, faulty construction work, unsuitable building plot and chemical, electrical or electrochemical influences that are not the fault of Mahr.

(13) Mahr guarantee the compatibility of the software given to the customer with programme specifications insofar as the customer has installed the software on the relevant system in accordance with the instructions and guidelines of Mahr. If Mahr delivers software, interfaces etc. manufactured or supplied by third parties to the customer, the liability of Mahr for these products will be limited to the transfer of his liability claims arising from these products against the supplier of these products. The enforcing of a claim against Mahr will only come into question if the customer is not able to reasonably enforce his claims against the third party. Furthermore, Mahr will not give a guarantee that the software of the customer will function without defect in the combinations selected by the customer, unless Mahr has specifically mentioned and/or approved these combinations. This will also apply to the compatibility of documentation, software and data when using equipment manufactured and/or supplied by a third party. Mahr will not offer a guarantee for the possible loss or corruption of data by the customer as a result of the customer's faulty data carriers or brought about by work from the customer's or a third party's incompatible system. The same will apply in the event of an improper or incomplete definition of the request concerning the trouble-free transfer of data. Software defects that come under guarantee only include defects that can be reproduced at any time. If technical documents, software and/or other data is given to the customer at a later point in time without there being a contractual obligation to do so, the customer will be obliged to accept these unreservedly in the condition in which he finds them. The customer is aware of the possibility that these documents, software and data have not been upgraded by Mahr and could therefore be technically outdated versions of the product.

(14) In the event of the existence of a defect to the delivered goods or part thereof that falls under guarantee, Mahr will be entitled to decide in its best judgement whether the goods can be repaired or if defect-free replacement goods should be delivered (improvement of goods).

(15) In connection with this improvement of goods, Mahr will only be obliged to bear the additional expenses incurred, in particular transport, travel, work and material costs, insofar as these are appropriate for the individual case, in particular in proportion to the original purchase price. In the event that the costs connected with the improvement of goods are increased as a result of the fact that the goods have been taken to a place of performance that is different to the location stated for use, Mahr will not be obliged to bear these additional costs. Further, Mahr will be entitled to carry out the defect elimination process either on site on the premises of the customer or at another location.

(16) In the event that Mahr does not complete this defect elimination process within an appropriate time period to be determined by the customer, the customer will be entitled to take the necessary steps required for the elimination of the defect himself or commission a third party with the defect elimination process and demand the reimbursement of the corresponding costs by Mahr, unless Mahr has refused to improve the goods for justifiable reasons. This will also apply in the event that the setting of a time period for the improvement of goods is unnecessary in accordance with section 440 of German Civil Code (BGB). In particular it will be unnecessary to set a time period if it is not reasonable for the customer to wait for Mahr to improve the goods in the given circumstances, e.g. in the event that the defective goods endanger operational safety or if the damages caused by the wait for the improvement of the defective goods would be too great. The customer will be obliged to inform Mahr immediately in writing in the event of the existence of such circumstances.

(17) In the event that Mahr is unsuccessful in attempts to improve the delivered goods or deliver replacement, defect-free goods within an appropriate set period for improving or replacing the defective goods and after notification of defect has been given by the customer within the applicable notification periods, the customer will be entitled to withdraw from the contract or reduce the amount of the purchase price unless the defect to the goods was not caused by Mahr in accordance with the terms and conditions of delivery. The customer will also be entitled to withdraw from the contract or reduce the purchase price if the improvement or replacement of goods by Mahr is not possible, is refused by Mahr or is refused by the customer as being unreasonable due to the existence of unfavourable circumstances. If the defect is not significant, the customer will only be entitled to reduce the purchase price. This will also apply in the event that the customer has already sold, altered or restructured the goods.


8 General limitation of liability

(1) In the event that Mahr falls into default in the performance of services, the customer will only be entitled to withdraw from the contract if he has given Mahr an appropriate period of grace and if Mahr is still in default after the expiry of this period. In the event that part of the delivery proves to be impossible, the customer will only be entitled to withdraw from the contract if he has a justified interest in rejecting the partial delivery. If this is not the case, the customer will be entitled to reduce the purchase price correspondingly.

(2) Mahr and its legal representatives, managerial staff and vicarious agents will only be liable for the infringement of contractual and extra-contractual obligations in cases of gross and intentional negligence. In such cases liability will be restricted to the typical damages that were foreseeable at the time of completion of the contract. Any further claims of the customer, regardless of the legal grounds, are excluded. This applies in particular to claims for compensation for damages that have not occurred to the delivered goods themselves. The right of the customer to withdraw from the contract due to the infringement of an obligation by Mahr will not be affected.

(3) The limitations to liability stipulated in sub-section 2 above will not apply in the event that Mahr infringes an essential contractual obligation in such a way as to endanger the entire purpose of the contract, regardless of the level of culpability. They will also not apply in the event that Mahr has assumed the risk or given a guarantee for the quality of the goods if this guarantee has the specific purpose of protecting the customer against damages that do not occur to the goods themselves, as well as in the case of fraudulent concealment of a defect and initial impossibility. Furthermore, the limitations to liability stated in sub-section 2 above will also be ineffective in the event that the provisions of the law stipulate more far-reaching punishment, in particular in the case of claims for compensation arising from loss of life, physical injury and injury to health and in cases where Mahr is liable for damages to persons or assets as a result of defective goods in accordance with the German Product Liability Act (ProdHG). The regulations governing the burden of proof will not be affected.

9 Reservation of ownership

(1) Mahr reserves the extended right of ownership of all delivered goods. All delivered goods will remain the property of Mahr until payment has been received in full. In the case of goods purchased by the customer within the context of ongoing business relations between the customer and Mahr, Mahr reserves ownership of the delivered goods until the payment of all outstanding claims against the customer resulting from the business relationship. This will also apply for all claims that arise as a result of future transactions and also if payments are made for specially marked debts. The reservation of ownership of Mahr will become invalid at the point in time at which payment is made in full for all debts that are still open.

(2) In the event that the customer restructures the goods subject to reserved ownership into a new moveable object, this restructuring is undertaken on the behalf of Mahr in accordance with section 950 of German Civil Code (BGB). This restructuring will not lead to any obligation being imposed on Mahr. The new object will become the property of Mahr. This new property will be subject to the same right of ownership as the original goods (cf. sub-section 1 above). In the event that the goods of Mahr that are subject to the right of ownership are combined with the goods of the customer or of a third party to form a new object, Mahr will receive a percentage joint right of ownership of this new object corresponding to the proportion of the invoice value of the goods that are subject to reserved ownership to the invoice value of the other goods used. If the goods that are subject to reserved ownership are combined, mixed or grouped with other goods that do not belong to Mahr in accordance with sections 947 and 948 of German Civil Code (BGB), Mahr will receive joint ownership in accordance with the applicable legal provisions. In the event that the customer purchases sole ownership of the new stock or new object after combination, mixing or grouping with the goods that are subject to reserved ownership, the customer herewith assigns joint ownership to Mahr in the proportion of the invoice value of the goods subject to reserved ownership to the other goods. The customer will be responsible for the safeguarding of the goods free of charge on the behalf of Mahr. The joint ownership of Mahr counts as reserved property in the sense of sub-section 1 above.

(3) In the event that the customer sells the goods subject to reserved ownership, he herewith assigns the claim arising from the sale of the goods to Mahr together with all ancillary rights, in particular any security received against payment of the claim. This will be treated in the same way as the goods subject to reserved payment, i.e. as security against the payment of the debt owed by the customer to Mahr. Mahr expressly accepts the assignment of these goods. In the event that the customer sells the goods subject to reserved ownership together with other goods that are not owned by Mahr, the customer herewith assigns the claim arising from the sale of these goods, together with all ancillary rights, to Mahr in the proportion of the invoice value of the goods subject to reserved ownership to the value of the other goods sold. In the event that Mahr is in possession of joint ownership of these goods in accordance with sub-section 2 above, the assignment of the claim from the sale of these goods will also apply to the amount corresponding to the proportion of the sold goods jointly owned by Mahr.

(4) Mahr will authorise the customer to collect all debts from the sale of goods assigned to him in this way on his behalf. Mahr will be entitled to revoke this authorisation at any time, at the latest at the time of the occurrence of default in payment or the application for the opening of insolvency proceedings. Mahr will only make use of this right of revocation if it becomes apparent after the completion of a contract that the claims to payment by the customer arising from this or other contracts are endangered by the customer's inability to pay. At the request of Mahr, the customer will be obliged to name the debtor of the assigned claims and to submit all documentation required for the collection of these debts to Mahr. Furthermore, at the request of Mahr he will also be obliged to inform the debtor of the assignment of the claims to Mahr. Mahr will also be independently entitled to inform the debtor himself of the assignment of the claims.

(5) The customer will only be permitted to alter, combine, mix, group or sell the goods subject to reserved ownership in normal business relations, in accordance with his general terms and conditions and only under the condition that in the event of alteration, combination, mixing or grouping in accordance with sub-section 2 above or in the event of sale in accordance with section 3 above, the claims arising as a result of this will in every case be assigned to Mahr. The customer will not be permitted to dispose of the goods subject to reserved ownership in any other way.

(6) In the event that the customer falls into default in payment of the purchase price or if an application is made for insolvency proceedings against the assets of the customer, the customer's rights to access and use of the goods will be revoked.

(7) In the event that the invoice value of any securities held against due payments, including any incidental claims, exceeds the amount of the outstanding balance of the invoice by more than 20%, Mahr will release a proportional amount of these securities back to the customer at the customer's request. Mahr will be entitled to choose which securities to release according to its best judgement.

(8) The customer will be obliged to treat the delivered goods with the utmost care. He will be obliged in particular to insure the goods at his own cost against theft, breakage, fire, flood damage and all other sorts of damage. The insurance sum will be the amount of the value of the goods when new. At the request of Mahr, the customer will be obliged to furnish Mahr with proof that such an insurance policy exists. In the event that the customer can not prove the existence of such an insurance policy, Mahr will be entitled to take out the insurance policy himself at the cost of the customer.

(9) The customer will not be entitled to pledge the goods subject to reserved ownership, nor will he be entitled to assign these goods as security. This will also apply for the assigned claims arising from the sale of the goods subject to reserved ownership. In the event of the pledging of the goods or any other type of interference or influence exerted by a third party that could affect the rights of ownership of Mahr or the enforcement of the claims assigned to Mahr, the customer will be obliged to inform Mahr immediately of this in writing, submitting all the necessary documentation for the filing and enforcement of any necessary legal action for the protection of the property of Mahr.

(10) Insofar as the third party is not in a position to refund Mahr for the cost of judicial and/or extra-judicial proceedings and the other legal steps that Mahr needs to take for the purpose of protecting his property in accordance with the German Code of Civil Procedure (ZPO), the customer will be liable for the costs accrued by Mahr.

(11) In the event that the behaviour of the customer is culpable and infringes the provisions of the contract, in particular in the event of the customer falling into default in payment, Mahr will be entitled to repossess the delivered goods and the customer will be obliged to surrender these goods. This will also apply in the event that it becomes apparent after the completion of a contract that the claims to payment by the customer arising from this or other contracts are endangered by the customer's inability to pay. The customer will be obliged to guarantee Mahr access to his property and/or premises at all times for the purpose of the retrieval of the goods subject to reserved ownership. The enforcement of the reservation of ownership by way of the repossession of the goods as described above will not amount to withdrawal from the contract.

10 Place of jurisdiction

In the event that the customer is an entrepreneur, a legal entity under public law or a separate estate under public law, the place for all disputes arising from this contract will be the court in jurisdiction at the place at which the head office of Mahr is located. However, Mahr will also be entitled to enforce legal action against the customer at the place at which the customer's head office is located.