General Standard Terms and Conditions of Use

General Standard Terms and Conditions of Use of competitionline Verlags GmbH

 

A. General Standard Terms and Conditions of Use

§ 1 Subject Matter, Contracting Parties, Types of Use

1. With a competitionline registration, acquisition of membership, acquisition of the Baumelder, acquisition of the Company Profile, use of the competitionline TOOLBOX and subscription to the trade journal “competition”, the user concludes a contract for the transfer of use and benefit with

competitionline Verlags GmbH (AG Charlottenburg HRB 87250), Charlottenstraße 95,
10969 Berlin, represented by managing director Angelika Fittkau-Blank.

2. The following General Standard Terms and Conditions of Use shall apply to subscriptions to the trade journal “competition” and the online offers of competitionline Verlags GmbH, in particular for the use products and services that the competitionline offers within the scope of various top level domains (www.competitionline.com, www.competitionline.de, etc.) as well as various subdomains (hereinafter referred to as: competitionline Internet platform). The following General Standard Terms and Conditions of Use shall form an integral component of the present agreement.

Users are required to register for individual segments of the competitionline Internet platform (free registration and paid use/products, e.g. membership, Baumelder, Company Profile, TOOLBOX). The General Standard Terms and Conditions of Use shall also apply to these segments. In the application segment of the “Special General Standard Terms and Conditions of Use” they shall have priority over the “General Standard Terms and Conditions of Use.” competitionline shall reserve the right to introduce a payment obligation for other parts of the competitionline Internet platform.

3. These General Standard Terms and Conditions of Use shall apply to any and all competitionline Internet domains, regardless of which domain the user employs in order to log in. The General Standard Terms and Conditions of Use shall apply even if access to the competitionline Internet platform takes place outside of the Federal Republic of Germany. Opposing General Standard Terms and Conditions of Use shall not be recognized.

4. competitionline offers its users the following forms of use and products:

a) Free registration:
Free registration provides the user with access to a limited number of services. Further information may be obtained on the page “Benefits and Costs.”

b) Membership for Planning Offices:
Prospective customers can become members of competitionline after registration. A fee is required for membership. Members are given access to services reserved for members only. Further information as well prices may be obtained on the page “Benefits and Costs.”

c) Baumelder:
Prospective customers may register for the Baumelder. The Baumelder is a paid information system for manufacturers of building products. Further information as well prices may be obtained on the page “Media Data.”

d) Company Profile:
Interested manufacturers of building products may acquire a company profile. Further information as well prices may be obtained on the page “Media Data.”

e) competitionline TOOLBOX:
Supporters of competitions and owners can use the competitionline TOOLBOX in order to manage their competitions. The competitionline TOOLBOX represents Internet-supported management software for staging competitions. Further information as well prices may be obtained on the page “TOOLBOX.”

f) Subscriptions to the trade journal “competition”:
Prospective customers can subscribe to the trade journal “competition.” Further information as well prices may be obtained on the page “Services and Costs.”

5. The pricing guideline can be found on the page “Benefits and Costs.”

§ 2 Consumer’s Right to Cancellation

Only consumers within the meaning of Section 13 of the German Civil Code [BGB] shall be entitled to a right to cancellation. A consumer shall be any natural person who concludes a legal transaction for a purpose that may neither be attributed to commercial nor independent professional activity.

The right to cancellation shall not apply, unless otherwise provided, in the case of distance sales agreements for the delivery of newspapers, magazines and pictorials unless the consumer has submitted a declaration of contract via telephone (Section 312d Paragraph 4 of the German Civil Code [BGB]).

- Start of Cancellation Policy -

Right to Cancellation

You may cancel your declaration of contract within 14 days without indication of the reasons for doing so in text form (e.g. letter, fax, e-mail) or – if you are provided with the item prior to elapse of the deadline – also by returning the respective item. The deadline shall commence following receipt of this instruction in text form; however, not before conclusion of contract in the case of agreements regarding the provision of services and in the case of agreements on the delivery of goods not before receipt of the commodity by the recipient (in the case of recurring delivery of homogeneous goods not prior to receipt of the first partial delivery) and also not before fulfillment of our duties to provide information in accordance with Article 246 Section 2 in conjunction with Section 1 Paragraphs 1 and 2 of the Introductory Act to the German Civil Code [EGBGB] as well as our obligations in accordance with Section 312g Paragraph 1 Sentence 1 of the German Civil Code [BGB] in conjunction with Article 246 Section 3 of the Introductory Act to the German Civil Code [EGBGB]. Timely dispatch of the declaration of cancellation or the respective item shall suffice in order to meet the deadline for cancellation. The letter of cancellation shall be addressed to:

competitionline Verlags GmbH,
Charlottenstraße 95, 10969 Berlin or
via e-mail to info@competitionline.com or
via fax: +49 (0)30/229 08 46-51

Consequences of Cancellation

In the case of effective cancellation any mutually receive performance shall be restituted and any possible benefit (e.g. interest) surrendered. If you are unable to restitute and/ or surrender the performance received as well as benefits (e.g. benefit of use) as a whole or only in part or only in degraded condition, then you shall insofar be obliged to provide compensation for lost value. This may result in the fact that you are obliged nevertheless to fulfill the contractual payment obligations for the period up to cancellation. You shall not be obliged to provide compensation for lost value in the case of degradation that results from intended use of the item. You shall only be obliged to provide compensation for lost value for purchased benefits of use insofar as you have used the merchandise in a manner that goes beyond inspection of the properties and functionality. “Inspection of the properties and functionality” for the purpose of the present agreement shall be understood as testing and a trying out the respective merchandise as is customary and possible in a retail store. Package items ready for dispatch shall be returned at our risk and expense. Package items that are not ready for dispatch shall be collected by the customer. Any obligations to refund payments must be fulfilled within 30 days. The period begins for you with the dispatch of your declaration of revocation or the item and for us with receipt of same.

Special Notices

Your right of revocation shall prematurely expire if the contract is completely fulfilled by both parties at your express request before you have exercised your right of revocation.

- End of the Cancellation Policy -

§ 3 Storage of the Contract Text

The contract text is not stored and can no longer be invoked by the user following completion of the registration procedure. The user may review and modify the registration data in the user’s personal profile at any time. In order to do so the user must log in with the user’s e-mail address and password. These General Standard Terms and Conditions of Use can be downloaded and printed out from the competitionline Internet platform at any time.

§ 4 Language

The contract language shall be German. The contract and the purchase order confirmation as well as confirmation of the order and any further information shall be processed in this language.

Moreover, we offer – in subsections – an English, French and Spanish version of our Web site. However, the languages English, French and Spanish are not available for conclusion of contract. All of the details for paid use of the Internet platform are not available in these languages and further information is also not made available in these languages (but rather only in German).

§ 5 Customer Service

The customer may address questions to competitionline with regard to the customer’s contract by completing the contact form on the Contact page.

§ 6 Data Protection

The user shall authorize competitionline to process, store and use data received in connection with the business relationship within the meaning of the German the Data Protection Law. Such data shall be disclosed to third parties only with written consent from the user, unless a statutory or officially ordered obligation obtains or disclosure is required for the purpose of evidence or execution of business relations.

The user shall authorize competitionline to use his or her business address and other business contact data, in particular telephone number, fax number and e-mail address for “Baumelder.”

Registration of the user shall be revoked in the event that the contract is cancelled either by competitionline or by the user. The user’s profile at competitionline shall be deleted and/or no longer publicized within one month after receipt of the notice of cancellation in the case of a free contract for use, and one month after elapse of the contract term in the case of membership.

competitionline employs Google Analytics, a Web analysis service from Google Inc. (“Google”). Google Analytics deploys so-called “cookies”, text files that are stored on your computer and which make it possible to analyze your use of the competitionline Internet platform. The information generated by cookies with regard to your use of the Internet platform (including your IP address) is transmitted to and stored on a Google server in the USA. Google employs this information in order to evaluate your use of the competitionline Internet platform in order to compile reports on Web site activities for the Web site operator and in order to provide other services connected with use of the Web site and the Internet. Google may also disclose such information to third parties insofar as such disclosure is legally prescribed or insofar third parties process such data on behalf of Google. Google shall in no case associate your IP address with other Google data. You can prevent the installation of cookies with a corresponding setting in your browser software; however, in this case you may not be able to make complete use of all of the functions of the competitionline Internet platform. Through use of the competitionline Internet platform you shall agree to processing of the data collected about you by Google in the manner described above and for the aforementioned specified purpose.

B. Special General Standard Terms and Conditions of Use for Individual Benefits/Products

I. Special General Standard Terms and Conditions of Use for Subscription to the Trade Journal “competition”

§ 1 Formation of Contract

1. Formation of contract between the user and competitionline shall be required for subscription to the trade journal “competition”.

2. The invitation to the user on the competitionline Internet platform or the order form attached to the trade journal “competition” shall not represent an offer for formation of contract within the meaning of Sections 145 ff of the German Civil Code [BGB]. The representation is nonbinding and subject to change.

3. Inclusion of customer invoice information and the incorporation of articles in the purchase order form shall be nonbinding for the customer. An overview of all of the customer information is displayed before the purchase order is completed. With this overview the customer can return to the respective page last displayed by using the mouse to click on the button “Back” and is able to change or delete information as desired as well as cancel the purchase order. Once the customer clicks on the button “Buy Now” in the overview, then a binding declaration of offer together with these General Standard Terms and Conditions of Use is sent to competitionline. The same shall apply to return of the completed purchase order form to competitionline. The customer shall receive confirmation of receipt of the purchase order via e-mail (order confirmation). This order confirmation does not represent acceptance of the offer, but rather is only intended to inform the customer that the purchase order has been received by competitionline.

4. The contract with competitionline shall be established if competitionline accepts the offer from the customer and the customer is either sent an order confirmation or the trade journal “competition” within the following two weeks. competitionline shall be entitled to refrain from conclusion of contract without stating any reasons.

5. With dispatch of the declaration of offer the purchase warrants to be of age. The use of pseudonyms or aliases shall not be permitted.

§ 2 Contract Term and Cancellation

The contract term for subscription to the trade journal “competition” shall amount to one calendar year and extends automatically for a further year upon expiration. Cancellation effective at the end of the respective year shall be possible with six weeks’ notice. Students shall be required to send certification of enrollment along with the initial order to competitionline without a special request and on a continued annual basis by December 31st of the respective calendar year thereafter. If certification of enrollment is not provided within the prescribed period, then the invoice shall be issued at the regular price.

II. Special General Standard Terms and Conditions of Use for the competitionline Internet Platform

§ 1 Formation of Contract

1. Formation of contract between the user and competitionline shall be required prior to use of the online services.

2. The invitation to the user on the competitionline Internet platform to register, to become a member of competitionline, to use the Baumelder, the Company’s profile or the competitionline TOOLBOX shall not represent an offer for formation of contract within the meaning of Sections 145 ff of the German Civil Code [BGB]. The representation is nonbinding and subject to change.

3. Inclusion of customer invoice information and the incorporation of articles in the purchase order form shall be nonbinding for the customer. An overview of all of the customer information is displayed before the purchase order is completed. With this overview the customer can return to the respective page last displayed by using the mouse to click on the button “Back” and is able to change or delete information as desired as well as cancel the purchase order. Once the customer clicks on the button “Buy Now” in the overview, then a binding declaration of offer together with these General Standard Terms and Conditions of Use is sent to competitionline. The same shall apply to return of the completed purchase order form to competitionline. The customer shall receive confirmation of receipt of the purchase order via e-mail (order confirmation). This order confirmation does not represent acceptance of the offer, but rather is only intended to inform the customer that the purchase order has been received by competitionline.

4. The contract with competitionline shall be established if competitionline accepts the offer from the customer and the customer is sent an order confirmation or authorization for the “competitionline” services within the following two weeks. competitionline shall be entitled to refrain from conclusion of contract without stating any reasons.

5. With dispatch of the declaration of offer the user warrants to be of age. The use of pseudonyms or aliases shall not be permitted.

6. No legal claim to registration or purchase of the specified products shall obtain.

§ 2 Performance

1. competitionline makes services and contents available to the user on the competitionline Internet platform. In particular this includes notifications and information about building projects that are planned, open for bidding or completed. The user shall be entitled to download tender documents for the purpose of participation as well as in order to take part in professional discussions in the forums and to copy files in the download area and to make appropriate use of the same.

2. Furthermore, competitionline make a platform available to the user that makes it possible for users to network among themselves. If users enter into contractual relations among themselves, then this shall take place to the exclusion of competitionline. Thus competitionline shall not warrant for the conclusion of any agreements and concomitantly shall assume no liability.

§ 3 Liability

1. Customer claims to payment of damages shall be excluded. Customer claims for damages based on injury to life, limb or healthor violation of material contract obligations (cardinal obligations) as well as liability for other damage attributable to intentional or grossly negligent violation of duty on the part of competitionline, its legal representatives or vicarious agents shall be excluded. Material contract obligations are those required in order to achieve the aim of the contract.

2. In the case of violation of material contract obligations competitionline shall be liable only for foreseeable, typically occurring damage if such is due to ordinary negligence, unless claims for damages on the part of the customer involve injury to life, limb or health.

3. The restrictions of Paragraphs 1 and 2 shall apply for the benefit of the legal representatives and vicarious agents of the party making the offer in the event that claims are directly asserted against them.

4. The provisions of the German product liability law shall remain unaffected.

§ 4 User Obligations

 

1. The user shall be obliged to provide true and complete information upon registration. Pseudonyms and aliases may not be used. The user shall only be entitled to use photos in the user’s personal profile that provide for clear recognition of the user. The use of other representational forms (drawings, animals, mythical figures, etc.) shall not be permitted. Noncompliance shall represents good cause for cancellation. Furthermore, the respective data shall be maintained independently; any address changes, company name changes shall be entered into the user’s own personal or professional profile under “My competitionline.” By clicking the corresponding buttons in the user’s personal profile, the user can determine what personal data are displayed for public access.

2. Upon registration each user shall receive an individual password that the user may change at any time. Access to the protected areas of the competitionline Internet platform is only possible with the user’s e-mail address and password. The user may not disclose the password to third parties and shall be obliged to carefully store it in order to prevent abuse.

The user shall be obliged to immediately notify competitionline if the password becomes lost or if the user becomes aware of the fact that unauthorized third parties have attained knowledge of the password. If the user is not able to prove that third parties have used access to the competitionline platform without the user’s consent, then any and all declarations made via such access shall be attributed to the user. The user shall be liable for any misuse on the part of third parties insofar as the user is unable to prove that the user is not to blame in this regard.

3. The user shall declare compliance with any and all applicable domestic and international laws, ordinances and directives. The user shall be solely responsible for any actions or omissions that occur with the scope of the user’s login. The user shall accept the fact that competitionline is justified to remove the user’s messages, user entry and to deactivate the user’s forum if based on the sole assessment of competitionline it must be assumed the user is involved in one of the following activities in particular:

• use of the competitionline Internet platform for unlawful purposes and/or dispatching illegal, molesting, abusive, threatening, harmful, vulgar, obscene, tormenting, insulting, importunate or otherwise objectionable materials, including blatant expressions of narrow-mindedness, prejudice, racism, hate;

• violations of the rights of third parties, including rights with regard to advertisement, copyright and proprietary rights, trademarks, corporate logos, patents and intellectual property or the use of services for violation of industrial property rights, including pirated copies of computer programs or links to such programs;

• interference in the service and disturbance of the service – or the server, computer systems or networks that belong to the service – or violation of directives or procedures in connection with networks, or negative influence on use of the service by other users, including the spreading of viruses, Trojan horses, worms, time bombs, cancelbots or other harmful programs or the attempt to access the service, other accounts or private mailing lists without permission through password abuse or by other means;

• dispatching of information to circumvent copy protection mechanisms installed by the manufacturer, including serial numbers for software programs or “cracker”" utility programs;

• dispatching chain letters;

• collecting information about others, including e-mail addresses, without their consent;

• entering false information in the registration form or the attempt to mislead others with regard to the origins of a message;

• forwarding of a hyperlink to Internet pages that contain contents that are not permitted by the service;

• violation of award regulations and tendering terms and conditions.

4. Furthermore, the user shall be prohibited from undertaking actions that are capable of impairing the functionality of the competitionline Internet platform.

5. competitionline shall expressly reserve the right to assert claims for damages.

§ 5 Responsibility for Contents, Data and Information

competitionline shall take no responsibility for contents published by the users as well as for contents on linked external Internet pages and insofar shall not be liable. In particular contents provided for which users are solely responsible shall not be checked. The users themselves shall be responsible for contents of this kind and shall be liable for the accuracy and completeness of such information. competitionline shall not warrant that the contents are correct or serve a certain purpose. If the user detects contents on the competitionline Internet platform that is incorrect, contrary to the terms of the agreement or illegal, then this may be communicated to competitionline by using the contact form.

§ 6 Prices/Terms of Payment

1. The fee amounts are specified on the page “Benefits and Costs” and/or on the page “Media Data” and “TOOLBOX” where they can be downloaded and printed out.

2. The costs of all products as well as publication of job announcements, invitations to tender or contents requiring a fee are immediately payable.

3. competitionline shall be authorized to send the invoice to the user via e-mail.

4. Payment shall be effected at the user’s option either by invoice, by electronic direct debiting or by means of a credit card. At the start of the respective term of extension at the earliest competitionline shall be entitled to have the user’s annual membership amount collected by means of direct debiting or the user’s credit card. competitionline shall be entitled to make use of the direct debit authorization, including the store bank account or credit card data issued by the user for this purpose. During the term of membership the user shall be obliged to make certain that competitionline is always provided with the currently relevant data in this regard. In the event of a returned direct debit any other posting error the user shall be obliged to transfer the annual amount plus any booking or handling charges charged to competitionline by the user’s credit institute to the account indicated by competitionline within 14 days. Without prejudice to any other rights competitionline shall be authorized to block access in the case of unpunctual receipt of payment if competitionline has warned the user of such blocked access in writing 14 days in advance. competitionline shall be entitled to block access without warning and adherence to the waiting period if advance warning of such blocked access is not reasonable for competitionline.

§ 7 Indemnification

In the event that the user violates the rights of third parties by placing contents on the competitionline Internet platform and if third parties bring legal action against competitionline as a result, then the user shall indemnify competitionline against any and all claims, including claims for damages, asserted against competitionline by third parties. In addition, the user shall be obliged to pay any costs required for defense, in particular the costs of legal defense by attorneys, in advance. Any other claims shall remained unaffected.

§ 8 Proprietary Rights and Rights of Use

1. Regarding Contents Provided by competitionline

In relation to the user competitionline or, where applicable, the author designated otherwise shall be solely entitled to any and all rights, in particular proprietary rights of use and exploitation, to the contents and services published by competitionline on the competitionline Internet platform (e.g. texts, videos and images) as well as the database itself. Furthermore, the distinguishing characteristics and trademarks of competitionline shall be subject to protection under the law on trademarks. The user shall be prohibited from modifying or removing copyright references, proprietary descriptions and similar information. Reproduction or other use shall require written permission. Violations shall be prosecuted under both civil and criminal in the interest of the owners of the respective rights.

The user shall be prohibited from blocking, overwriting, modifying, copying the texts, contents, software or scripts of the competitionline Internet platform insofar as such is not required for proper use of the competitionline Internet platform. Moreover, the user shall refrain from any action that is capable of impairing the functionality of the competitionline Internet platform, in particular excessive loading of the competitionline Internet platform.

2. Regarding Contents Provided by the User

By posting contents (e.g. texts, images, videos) the user shall grant competitionline the unrestricted right in terms of both time and place to store and publish the contents on the competitionline Internet platform.

competitionline shall be entitled to grant the rights to third parties that are involved with publication on the competitionline Internet platform on behalf of competitionline. In addition, the user shall grant competitionline the right to publish the contents posted by the user in “competition”, the printed product and digitally published trade journal from competitionline, as well as special editions of “competition” and reference works and on the Facebook fan page operated by competitionline in connection with the platform. competitionline may in particular edit, reproduce, disseminate, make publicly accessible and dispatch and otherwise employ or exploit such contents in the scope required for use in accordance with the above sentence.

These rights shall be granted free of charge.

In individual cases competitionline shall obtain any other rights of use from the user.

By posting the contents the user shall warrant that the user is entitled to dispose of the rights granted and has not yet disposed of such otherwise and that posting the contribution does not violate the rights of any third parties. The user shall warrant that the consent of the person depicted and/or, if applicable, the owner of the depicted item has been obtained.

§ 9 Termination/Cancellation of Contract; Repayment of Payment/Holds

1. Contract Terms and Statutory Cancellation

The contract terms and periods of the contractual notice of termination for the individual type of use/products are regulated in Section B. II. Section 10 in the following.

2. Form of Cancellation

Cancellation by users may be effected through cancellation of registration under the heading “my competitionline/my profiles”, via fax, e-mail or regular mail.

3. Continued Free Registration

Insofar as the user cancels one or more products, but maintains free registration, then the provisions with regard to free registration shall continue to apply upon expiration of the respective contract term. If competitionline cancels memberships that require a fee, gives notice to users of the “Baumelder”, the “Company Profile” or the TOOLBOX, then the provisions of the sentence above shall correspondingly apply for competitionline.

4. Right to Cancellation Without Notice

The right to cancellation without notice shall remain unaffected. The contractual relationship may be terminated by either of the respective parties for good cause given facts on the basis of which it would be unreasonable for the canceling party to set forth the contract for the transfer of use while taking all of the circumstances of the individual case into consideration:

Good cause shall be given in particular if a user:

• provides false contact information, in particular a false or invalid e-mail address;

• harms other users or competitionline to a serious extent, in particular abuses the services of competitionline;

• fails to comply with or violates statutory provisions;

• violates the provisions of the present agreement or

• substantially impairs the reputation of competitionline with the user’s Internet presence. This shall be the case, for example, if the user has been convicted of a deliberately committed criminal offence and other users are aware of such conviction.

5. Assertion of Claims Against the User for Violation of Contract

Independently of the existence of good cause for cancellation competitionline shall be entitled to assert possible statutory claims (e.g. claims to restraint, payment of damages, entitlement to discovery) against the user in the case of substantial violations of contractual or statutory provisions.

6. Deletion of Data/Blockage of the User Profile

Furthermore, if good cause is given, then competitionline shall be entitled to delete the user’s date, to block the user’s account, and to exclude the user from any further use. If the account/profile of a user is deactivated, then no claim to restoration of the closed member account or the user profile shall obtain. Deactivation shall be permitted in particular if the respective invoices are not paid despite use of services/products/subscriptions that require a fee.

7. Refunding of Fees

The user shall not be reimbursed for any fees already paid in the event that contract for the transfer of use is cancelled by competitionline without notice or in the case of blockage. If the user is entitled to cancellation without notice, then competitionline shall be obliged to refund any fees already paid if competitionline is responsible for the fact that good cause is given.

§ 10 Contract Terms and Periods of Contractual Notice of Termination

1. Free Registration

The contract for the transfer of use with users with free registration shall be valid for an unlimited period. These users shall be entitled to cancel such contract for use at any time without prior notice. competitionline shall be entitled to cancel the contract for the transfer of use at any time in the case of registered users without paid membership a 14 days’ period of notice effective at the end of the respective month.

2. Paid Membership for Planning Offices

The contract term for paid membership shall amount to one year (as of commissioning) and extends automatically for a further year upon expiration. Cancellation effective at the end of the contract term shall be possible at any time.

3. Baumelder

The contract term for the Baumelder amounts to one year and extends automatically for a further six months upon expiration. Cancellation is possible with four weeks’ notice effective at the end of the contract term.

4. Company Profile

The contract term for the Company Profile amounts to one year (as of commissioning) and extends automatically for a further year upon expiration. Cancellation is possible with four weeks’ notice effective at the end of the contract term.

5. TOOLBOX

The contract term for the competitionline TOOLBOX depends on the term of the competition (and/or contract awarding procedure) and ends with it at the same time. Cancellation is possible at any time.

C. Final Provisions

1. competitionline shall reserve the right to modify the General Standard Terms and Conditions of Use at any time. competitionline shall inform the user with regard to the new version of the General Standard Terms and Conditions of Use. If the user does not object to the revised version within two weeks as of receipt, then the new terms and conditions shall be considered as having been accepted by the user. competitionline shall inform the user with regard to the possibility and the period for objection together with dispatch of the new terms and conditions.

2. competitionline shall send notifications to the user primarily by e-mail. The user shall consent to being informed by competitionline by e-mail about innovations of any kind to the competitionline Internet platform.

Insofar as a date and/or a time is relevant is decisive for declarations and legal transactions, then the indicated server date and the indicated server time of competitionline shall be determining.

3. If the user is an entrepreneur, then Berlin shall be the exclusive place of jurisdiction for any claims in connection with the business relationship. In this case competitionline shall also be entitled to bring action against the user at the court having jurisdiction for the user’s domicile.

4. The contractual relations between the parties to the agreement shall be governed exclusively by the law obtaining in the Federal Republic of Germany. If such law makes reference to foreign legal orders, then such references shall be ineffective. Application of the United Nations (Vienna) Convention on Contracts for the International Sale of Goods shall be expressly excluded.

5. Should individual clauses of the present agreement and/or its Annexes or future agreements be invalid as a whole or in part, then the validity of the remaining contractual agreements shall not be affected. The invalid clause shall be replaced by a valid one which most closely approximates the pecuniary purpose of the invalid regulation.

Berlin, April 2012