General Terms of Sale
Section 1 - General
1.1 All articles and services supplied by companies in the Voith Group
with registered offices in Poland (hereinafter referred to individually andcollectively as the „Seller") shall be subject to these General Terms ofSale and to any separate contractual agreements. Any differing terms
and conditions of purchase of the purchaser shall not become part of thecontract either when an order is accepted or if they are not objected to.
The Art. 3854 of the Civil Code shall not apply.
1.2 Unless otherwise expressly agreed a contract shall be concluded
when the Seller issues his written or documental confirmation of theorder. Documental form shall include confirmations sent in text form bydata transfer (e.g. e-mail), and signed documents via electronic
signature.
1.3 If International Commercial Terms (“Incoterms”) are agreed between
the Parties, the rules on interpretation of them as defined in the latest
version of Incoterms at the moment of the conclusion of the Agreement
shall apply, unless otherwise specified by the Parties.
1.4
Documents, such as illustrations, drawings and information on
dimensions and performance shall only be approximately authoritative
and are not being considered as warranted characteristics orguarantees, unless they are expressly designated as binding by the
Seller.
1.5
The Seller reserves ownership of and copyrights to samples, costestimates, drawings and the like, and to information embodied in atangible or intangible manner, including in electronic form. This
information shall be used only for contractual purposes and shall not beedited, reproduced, or made available to a third party without theconsent of the Seller. The Seller shall make documents designated asconfidential by the purchaser available to a third party only with theconsent of the purchaser.
Section 2 - Prices and payment
2.1 Unless otherwise agreed, the prices shall not be deemed to be fixedprices. For services ordered by the purchaser, which are not covered by
the original order, there is a right to additional, appropriate remuneration.
Unless agreed separately, the prices shall be Incoterms ex works, but
not include insurance costs, packaging, unloading and all other auxiliary
costs. Value-added tax shall be added to the prices at the respective
statutory rate if the tax payment obligation results from the binding
provisions of law.
2.2 The Seller shall be entitled to adjust the contractually agreed price ifchanges in the amount of at least 1.5 % have occurred with regard to (i)the wage costs by law, regulation, collective agreement, company
agreements or (ii) other cost factors necessary for the performance of theservice such as procurement costs of the materials used, e.g. due tochanges in the national or world market prices for raw materials,
exchange rates since the conclusion of the contract. The adjustment
shall be made to the extent that the actual production costs at the timeof conclusion of the contract change compared to those at the time of
the actual performance of the service. A price adjustment for the period
in which the Seller is in default through his own fault is excluded.
2.3 Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered as working hours.
2.4 Unless separately agreed, payments shall be made without
deduction to the Seller's account, namely:- a down-payment of one third of the price when the order is placed,- one third of the price payable when half the order performance period
expires,- the remainder payable upon delivery according to the formula
Incoterms EXW (Ex Works) or upon notification of readiness forshipment if delivery is not possible immediately after completion forreasons for which the Seller is not responsible.
2.5 Unless otherwise specified in the contract, payments shall be duenet (without deduction) within 14 days of the invoice date to the bankaccount of Seller pointed in the invoice. The statutory provisions
regarding the consequences of default in payment shall apply.

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2.6 The purchaser shall be entitled to offset his counterclaims only if they

have been ruled on finally or have been acknowledged by the Seller. In
addition, the purchaser shall be authorized to exercise a right of retention
only insofar as his counterclaim is founded on the same contractual
relationship.
2.7 In case of partial delivery performance, the Seller separately invoices
each part of the delivery.
2.8 As the date of payment shall be deemed the posting date on thebank account of the Seller pointed in the content of the invoice.
Section 3 – Cooperation obligations of the Purchaser
3.1 The purchaser shall perform all duties to cooperate vis-à-vis the
Seller in such a timely manner that the Seller can deliver or perform in
due time.
3.2 Unless otherwise agreed, the purchaser shall be responsible forobtaining the required permits at its own expense.
3.3 To extent requested by Seller, purchaser shall make available toSeller, free of charge and for the time of performance, lockable, closed
rooms not accessible to third parties for the stay of Seller's employees
and for the storage of tools and materials.
Section 4 - Delivery period, delay in delivery, force majeure
4.1 The delivery period shall be as agreed by the parties. To allow it tocommence and to be observed by the Seller, all commercial andtechnical questions must first be clarified, and the purchaser must havefulfilled all his obligations, such as of the necessary official certificates orapprovals or making of a down-payment.
If this is not the case, the delivery period shall be extended
commensurately. This shall not apply if the Seller is responsible for thedelay.
4.2 The delivery period shall be deemed to have been observed if thearticle to be supplied is ready for shipment or the services are indicatedready for acceptance by the time the delivery period expires. If
acceptance is contractually required, the contractually specified
acceptance deadline, or alternatively the time at which notification ofreadiness for acceptance is given, shall be binding, except in the casewhere the purchaser justifiably refuses acceptance.
4.3 If ready for shipment declarations or acceptance of the article to besupplied is delayed for reasons for which the purchaser is responsible orif the purchaser violates other duties of cooperation on his part, the Seller
shall be authorized to demand compensation for the losses he has
incurred in this regard, including any additional expenses. Without
prejudice to further claims, the Seller can otherwise dispose of the article
to be supplied after he has set a reasonable period of grace and this has
expired without remedy, in particular store the article to be supplied at
the risk and expense of the purchaser and/or supply the purchaser withina reasonably extended period.
4.4 If a failure to observe the delivery period is due to force majeure, suchas natural disasters, epidemics, pandemics, war, armed conflicts, civil
war, revolution, terrorism, sabotage, cyberattacks, nuclear/reactor
accidents, embargo/sanctions or similar restrictions, labour disputes,
shortage of raw materials, materials, components and means oftransport or other events that are outside the Seller's control as well as
all its consequences, the Seller shall be discharged from his performanceobligations for the duration of the event and its consequences and theorder performance date shall be extended appropriately. Effects and/or
restrictions arising from or in connection with an event of force majeure(e.g. travel restrictions, border closures, transport restrictions or delays,
plant closures, etc.) which make it impossible or unreasonably difficult tocomply with the delivery or performance time, shall be deemed to be anforce majeure event within the meaning of Section 4.4. The Seller shallinform the purchaser when such circumstances start and end within areasonable time after becoming aware of them. If the force majeure
event or multiple force majeure events lasts for more than 6 months, theSeller shall also be authorized to terminate the contract. In case of delay due to force majeure - the purchaser is not entitled to make any
monetary claims against the Seller.

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4.5 If the Seller is in delay (for which the Seller is responsible for) with theperformance of the obligation resulting from the contract and thepurchaser incurs losses as a result, the latter shall be authorized todemand lump-sum compensation for the losses due to such delay. This
shall be 0.5% of the value of that part of the overall delivery that cannot
be used on time or in accordance with the contract because of the delay,
for each full week of the delay but a maximum total amount of 5% of saidvalue.
4.6 If the Seller is in delay and the purchaser grants him a reasonable
period to perform his obligation –considering the statutory exceptions –and if this period is not observed for reasons for which the Seller is
responsible, the purchaser shall be authorized to rescind the contract
within the framework of the statutory provisions. Further claims of thepurchaser towards the Seller from delay in delivery shall be excluded.
Section 5 - Transfer of risk, acceptance, packaging
5.1 Unless otherwise agreed, risk shall pass to the purchaser upon thestart of loading of the parts to be supplied at the Seller’s works, even if
partial deliveries are made or the Seller has assumed other services, suchas shipping cost or delivery and installation. Subject to any different
agreements, the obligation to load, stow and secure the delivered article
safely during transport and unload it is the responsibility of the purchaser
and his freight forwarding agent, freight carrier or agent making thecollection; he shall also have an obligation to provide and make available
at his own expense appropriate securing devices.
5.2 If acceptance of articles has been agreed, this must be conducted
immediately at the agreed time, alternatively after the Seller has given
notification that the object is ready for acceptance. The purchaser cannot
refuse acceptance of articles due to an insignificant defect, provided theSeller acknowledges his obligation to remedy the defect.
5.3 If shipment or acceptance is delayed or not performed due tocircumstances not attributable to the Seller, the risk of accidental loss or
accidental deterioration of the article, to be supplied, shall pass to thepurchaser from the day on which notice is given of its readiness forshipment or acceptance. The Seller undertakes to take out insurance
requested by the purchaser, such as transport insurance, at the expenseof the purchaser. In case of default of acceptance by the purchaser, theSeller shall be entitled to charge a storage fee.
5.4 Partial deliveries shall be permitted if this is reasonable for thepurchaser.
5.5 Transport and other packing shall be taken back at the cost andexpense of the purchaser. The place of return of the packaging is the
Seller’s plant.
Section 6 - Retention of title, assignment of claims, withdrawal
6.1 The Seller shall retain his title to the supplied article until all claims
have been settled, the respective outstanding balances to which theSeller is entitled as part of the business relationship with the purchaser(overall retention of title).
6.2 The purchaser shall be obliged to treat the delivered article subject toretention of title (retained articles) with care; in particular, he shall beobliged at his own expense to insure it adequately against theft,breakage, fire, water, and other damage at the reinstatement value. The
Seller shall be authorized to take out this insurance at the expense of thepurchaser has demonstrably not taken it out.
6.3 If the retained articles are combined with other objects such that they
become an essential part of another object, the Seller shall obtainco-ownership of the other object. If a new object is produced by
combining or processing of the retained articles, the Seller shall always
acquire a corresponding right of co-ownership. The provision of Art. 193§ 2 of the Polish Civil Code is excluded.
6.4 The purchaser shall be authorized to resell the retained articles in thenormal course of business. If the retained articles that have been
supplied or produced in accordance with Section 6.3 are sold, thepurchaser hereby assigns the claims against his purchasers from the sale
(total sum invoiced including value-added tax) or a corresponding part
thereof, along with all secondary rights, to the Seller until the latter’s
claims have been settled in full. The purchaser is obligated to provide theSeller with a copy of the invoice in respect of the resale without delay.
6.5 The purchaser shall remain authorized to collect the claim assigned
pursuant to Section 6.4; the Seller’s authorization to collect the claim
himself shall remain unaffected thereby. The Seller shall not collect theclaim if the purchaser meets his payment obligations from the collectedamounts, is not in arrears with payment or has not discontinued
payment, and an application for instigation of insolvency proceedings,
administration of an insolvent estate or similar procedure has not been
filed against the purchaser with a view to general execution.
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If one of the above situations apply, the Seller can demand that thepurchaser disclose the claims assigned to the Seller as security andprovide all details and documents required to collect them.
6.6 If the purchaser acts in breach of contract, if he is in arrears withpayment, the Seller shall be authorized to take back the supplied articles
after issuing an unsuccessful warning. This, like any levy of execution on
the articles by the Seller, shall not constitute a rescission of the contractby the Seller.
6.7 An application to instigate insolvency proceedings, administration of
an insolvent estate or similar procedure with a view to general execution
or the rejection of such an application due to insufficient assets, shallauthorize the Seller, upon its choice (i) to rescind the contract andotherwise to demand immediate surrender of the supplied article or (ii) toprovide further contractual obligations conditional upon advancepayment-performance. The choice of the latter does not bar the remedyof the Seller to rescind the contract later.
Section 7 - Liability for defects
The Seller shall be liable for defects and legal imperfections in title to the
exclusion of further claims - subject to Section 8 - as follows:
7.1 Material defects
7.1.1 In the extent of defects and legal imperfections, the Seller is liabletowards purchaser based on applicable law with the reservation of theprovisions below. The Seller is liable only for the defects or legal
imperfections if there are caused by his fault. Defect is when there isdivergence between the supplied article and the agreement, the supplied
article is inconsistent with the agreement, if:1) it does not have the properties, which good of that kind shall haveaccording to the aim pointed in the agreement or resulting from thecircumstances or its purpose;2) the supplied article does not have the properties of which theSeller has assured the purchaser, including providing the sample ormodel;
3) is unfit for the aim which was presented by the purchaser to theSeller while concluding the agreement and the Seller made noreservation for such use of the supplied article;4) was handed over to the purchaser in an incomplete condition.
The Seller is liable towards the purchaser if the supplied article is owned
by a third party or if it is encumbered with a third party right or also if such
limitation in use or management of supplied articles results from thedecision or judgment of the competent authority; in the event of the saleof rights, the Seller is also liable for the existence of the rights (implied
warranty for legal defects).
7.1.2 In case if the Seller provides the purchaser with a warranty for thequality of the supplied articles by issuing the proper warranty card, theliability of such warranty hard shall apply and prevail, any further warranty
for defects of the Seller according to Section 7 is excluded.
7.1.3 With the reservation of mandatory provisions of law, the liability ofSeller under implied warranty for defects expires after two years sinceleaving supplied articles by the Seller at the disposal of the purchaser.
7.1.4 The liability of the Seller under implied warranty for defects
includes solely defects resulting from an element inherent in the supplied
articles or which arisen before passing the risk to the purchaser.
7.1.5 All parts that prove to be defective because of circumstances
before the transfer risk shall, at the discretion of the Seller, be repaired or
resupplied free of charge. Such defects shall be reported to the Seller
clearly and in writing as soon as they are discovered. Replaced parts
shall become the property of the Seller.
7.1.6 The liability of the Seller does not include defects about which thepurchaser knew or could have known on a best-efforts basis at the timeof leaving supplied articles at the purchaser’s disposal.
7.1.7 The Seller is not liable under implied warranty for defects which
occurred during the transport conducted by the purchaser or third-party
conducting transport to the benefit of the purchaser, during the shipment
or unloading of articles, improper safe-keeping, usage, use, installation,
maintenance, repair, alteration etc.
7.1.8 The purchaser at the moment of collecting the articles is obliged
to its careful examination in respect of quantity, conformity to order’sspecification and possible visible defects of articles. Examined shall bealso attached to articles documentation and possible software.
7.1.9 All claims under implied warranty for defects, the purchaser shallnotify in writing otherwise being null and void, to Seller immediately. In
case of the hidden defects, which purchaser could not have detected at
the moment of handing over the articles, despite assuring the highest
degree of professional care and conduct, the purchase shall notify to theSeller immediately since their discovery, in writing otherwise being null

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and void. The notification shall include the marking and quantity ofarticles, number and date of the order, date of collection, description of
discovered defect.
7.1.10 In case if the warranty claim is accepted, the Seller – at his own
discretion – replaces the defected articles to the articles free of defects
or removes defects. The Seller shall do the above mentioned within areasonable period. If the Seller fulfills the above-mentioned requirements,
the entitlement of the purchaser to demand the reduction of price or towithdraw from the contract is excluded.
7.1.11 The Seller is entitled to refuse to replace defected articles to thefree of defects articles or to remove the defects in case if it requires
excessive costs.
7.1.12 Purchaser is entitled to withdraw from the contract in part related
to the defected articles or to claim proportional reduction of price in caseif the Seller refuses to replace defected articles to the articles free of
defects or to remove the defects, and also in case if the defects appear
again despite of the prior replace of defected articles to the articles freeof defected or removing the defects. The claim to reduce the price orstatement on withdrawal shall occur in the written form or by form ofelectronic correspondence otherwise being null and void.
7.1.13 The Seller shall not be responsible for defects that are attributable
to measures or designs expressly demanded by the purchaser or that
occur in materials or products which have been provided by thepurchaser or whose use the purchaser has expressly demanded
contrary to the Seller’s advice.
No liability shall be assumed in the following cases:
7.1.14 Unsuitable or improper use or incorrect installation orcommissioning by the purchaser or a third party, failure to use original
parts and materials, normal wear and tear, incorrect or negligent
handling, improper maintenance, unsuitable operating supplies, faulty
construction work, unsuitable subsoil, failure to back up or inadequatebacking up of data by the purchaser; failure to check or inadequate
checking of programs and data for computer viruses by the purchaser,
unusual effects of any kind (e.g. vibrations from other assemblies, ingressof foreign matter), corrosion (e.g. through halogens); chemical,
electrochemical or electrical influences - unless these cases result fromthe willful misconduct or gross negligence of the Seller.
7.1.15 If the purchaser or a third party carries out repairs improperly, theSeller shall not be liable for the resultant consequences. The same shallapply to changes to the supplied article that have been made without theprior consent of the Seller.
7.1.16 If use of the supplied articles results in the infringement of industry
property rights such as patents or copyrights of third parties, the Seller
shall in principle and at his own expense obtain the right for thepurchaser to continue using it or modify the supplied article in a way thatthe purchaser can reasonably be expected to accept so that theproperty right is no longer infringed.
If this is not economically feasible or not possible within a reasonable
period, the purchaser shall be authorized to withdraw from the contract.
If said conditions exist, the Seller shall also have the right to withdraw
from the contract.
7.1.17 The Seller shall not be responsible towards purchaser for the
infringement of third party’s rights resulting from the use by Seller
products, materials etc. delivered by the purchaser.
7.1.18 Purchaser is not entitled to transfer the receivables from thewarranty to third party.
7.1.19 In case of groundless or unpunctual warranty claim, all costs
resulting from such claim shall be borne by the purchaser.
7.1.20 Notifying warranty claims does not entitle the purchaser to refrainfrom making payment to the benefit of the Seller, including paying priceof the supplied articles.
7.1.21 The Seller’s liability for material defects in essential third-party
products, which are an integral part or accessories of the supplied
articles, shall be limited to assignment of the claims for material defectsof the Seller against his supplier. If the assigned claims for material
defects are not settled, the claims of the purchaser against the Seller due
to material defects shall be revived.
7.1.22 Following agreement with the Seller, the purchaser shall give theSeller the required time and opportunity to make all the repairs and to
supply such replacements as the Seller deems necessary; otherwise, theSeller shall be discharged from liability for the resultant consequences.
The purchaser shall have the right to rectify the defect himself or have it
rectified by a third party and demand compensation for his necessary
expenses from the Seller only in urgent cases of risk to safety; the Seller
shall be informed immediately thereof.
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7.1.23 Of the direct costs incurred because of repair or delivery of a
replacement, the Seller shall – provided the complaint proves to bejustified bear the costs of the repair work and/or the replacement item
(material and workmanship costs), including the cost of shipping it to theplace of performance. The Seller shall also bear the reasonable costs ofremoving the defective part supplied and the costs of installing the
replacement article, if installation of the part that later became defective
was originally part of the contract due form the Seller. The acceptance offurther costs incurred by the Seller in connection with rectification or
replacement delivery shall be expressly excluded.
7.1.24 The purchaser shall be obliged to return the defective part at its
cost and expense to the Seller at the request of the Seller, who becomes
the owner of such defective articles with their receipt.
7.2 Legal imperfections in title; Export control
7.2.1 If use of the supplied article results in the infringement of industry
property rights such as patents and copyrights of third parties, the Seller
shall in principle and at his own expense obtain the right for thepurchaser to continue using it or modify the supplied article in a way thatthe purchaser can reasonably be expected to accept so that theproperty right is no longer infringed.
If this is not economically feasible or not possible within a reasonable
period, the purchaser shall be authorized to rescind the contract. If said
conditions exist, the Seller shall also have the right to rescind thecontract. Moreover, the Seller shall – if he is to blame – indemnify thepurchaser against claims of the owner of the property rights that are
undisputed or have been ruled on finally and conclusively.
7.2.2 Subject to Section 8, the Seller’s obligations specified in Section
7.2.1 shall be final in relation to the infringement of proprietary rights or
copyrights.
These obligations shall exist only if
the purchaser informs the Seller as soon as infringements ofproprietary rights or copyrights are claimed,
the purchaser assists the Seller to a reasonable extent in
defending against the claims or enables the Seller to make themodifications as stated in Section 7.2.1,
the Seller retains the right to undertake all defensive measures,
including out-of-court settlement,
the legal imperfection in title is not attributable to an instruction by
the purchaser or to the fact that the infringement only occurredbecause of combination of the supplied article by the purchaser
with products or deliveries outside the Seller’s scope of supply, andthe infringement has not been caused by the fact that thepurchaser has modified the supplied article on his own or used it
in a way not in conformity with the contract.
7.2.3 The Seller does not warrant that the end products manufactured
on the supplied article, including the manufacturing process used, arefree of third-party property rights.
7.2.4 If the purchaser intends to export or transfer the supplied article toa country or territory against which the United Nations, the European
Union or the United States of America has imposed or implemented anembargo or any other export or re-export restrictions or intends to use
the supplied article in such country or territory, the purchaser shall notify
the Seller of the same in writing before the contract is entered into. If thepurchaser adopts such an intention after the contract is entered into,such export, transfer or use shall be subject to the Seller’s prior written
approval. Notwithstanding anything to the foregoing, the purchaser
represents and warrants that it will comply (i) with all Polish, EU and UN
export control regulations including embargoes and other sanctions and(ii) with all other foreign export control regulations including embargos
and other sanctions provided that Poland, the EU or the UN haveenacted similar regulations, embargos or other sanctions targeting thesame countries. If the supplied articles are resold by the purchaser, thelatter shall enter agreements to ensure that the obligations set forth in
this Section are transferred through to the entire delivery chain and to thefinal customer ultimately holding the supplied article. In the event of aviolation of the obligations set forth in this Section 7.2.4, the Seller shallbe entitled to terminate the contract with immediate effect.
Section 8 – Liability
8.1 Irrespective of whether the Seller is at fault before or after conclusionof the contract the Seller shall only be liable for damage to the supplied
article itself and limited to the amount of the invoice amount for therespective supplied article, unless an exception pursuant to Section 8.2
applies.
8.2 The Seller shall be liable for damage not caused to the supplied
article itself – on whatever legal grounds, including liability for auxiliary

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if he has acted with intent,
if he has been grossly negligent,in the case of defects the Seller has concealed with intent to deceive,in the case of defect, a mandatory legal liability exists.
8.3 The Seller shall not be liable for indirect damage, loss of profit, loss of
production, loss of interest, failure to make savings, consequential
damage, and financial loss, for damage arising from third-party claims
and for the loss of data and programs and their recovery, unless an
exception pursuant to Section 8.2 applies.
8.4 Further claims for damages - on whatever legal grounds - shall be
excluded. If liability for damages on the part of the Seller is excluded orlimited, this shall also apply to personal liability for damages on the partof the Seller's employees.
Section 9 - Use of software
9.1 If software is supplied, the purchaser shall be granted a
non-exclusive right to use it and its documentation. It shall be provided
for use on the intended object supplied. The software shall not be usedon more than one system.
9.2 The purchaser shall reproduce, revise, compile or translate thesoftware or convert it from object code to source code only to the extent
permitted by the provisions of the Polish Act on Copyrights and Related
Rights. The purchaser undertakes not to remove manufacturer's data - inparticular copyright notices - or to change them without the Seller's priorwritten consent.
All other rights to the software and documentation, including copies
thereof, shall remain with the Seller or the software supplier. Sublicensingof it shall not be permitted.
9.3 Before providing the software to the purchaser, the Seller shall use
state-of-the-art, up-to-date protection measures to check it for computerviruses, Trojan horses, virus hoaxes and similar programs, program partsand malicious functions that may result in loss or falsification of data or
programs or impairment of systems or parts of them (hereinafter referred
to as "computer viruses"). Nevertheless, it is not possible to rule out therisk that the software contains unknown or mutated computer viruses orthat such viruses may enter an (operating or control) system of thepurchaser later and possibly change or delete program data of thesoftware or other data or programs or impair systems.
9.4 Consequently, the purchaser himself shall likewise take measures toprotect against computer viruses and other destructive data. The
purchaser shall be obliged to test whether the supplied software or files
are infected with computer viruses before executing the software or
opening the files. This shall also apply to software the purchaser wishes
to use as part of his (operating or control) systems, where thefunctionality of the Seller's software may be affected thereby.
9.5 The purchaser shall be obliged to back up data himself on a regularbasis to prevent loss of it because of computer viruses. If data is lost or
manipulated, the Seller shall be liable only for the cost involved in
restoring the correct data if the purchaser has backed it up properly.
Section 10 - Applicable law, place of jurisdiction
10.1 In addition to these provisions the substantive law of Poland shallapply to all legal relationships between the Seller and the purchaser.
10.2 Any dispute, controversy or claim arising out of or in relation to thecontractual relationship between the Seller and the purchaser, including
the validity, invalidity, breach, or termination thereof, shall be resolved by
the court having jurisdiction over the place of the Seller's registeredoffices. Polish courts have the jurisdiction.
Section 11 - General provisions
11.1 The Seller undertakes to process personal data in a manner thatcomplies with the provisions of Regulation (EU) 2016/679 of theEuropean Parliament and of the Council of 27 April 2016 on theprotection of natural persons in relation to the processing of personal
data and on the free movement of such data and the repeal of Directive
95/46/EC (General Data Protection Regulation), as well as other generally
applicable laws.
11.2 Unless otherwise specified in the acknowledgement of order, theplace of performance for the parties' mutual obligations from thecontractual relationship shall be the place of the Seller's registeredoffices. This shall also apply if clauses customary in the trade have been
agreed.
11.3 Should individual parts of these General Terms of Sale be invalid,
this shall not affect the validity of the remaining parts.
11.4 Declarations serving to establish, safeguard or exercise rights shallnot be valid unless given in writing or in documental form. Documental
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form shall include confirmations sent in text form by data transfer (e.g.
e-mail), and signed documents via electronic signature, unless thewritten form is mandatory according to applicable law.
11.5 The purchaser shall not assign his contractual rights to a third party
without the written consent of the Seller. The Seller may transfer his
contractual rights to third parties at any time.
11.6 If the Seller provides installation, commissioning, maintenance,
repair or similar services, the relevant special terms and conditions of theSeller shall apply additionally and with precedence.
11.7 The purchaser shall not sell, export or re-export, directly or
indirectly, to the Russian Federation or for use in the RussianFederation any goods or technology sold, supplied, transferred orexported to the purchaser by the Seller that fall under the scope of
Article 12 g of Council Regulation (EU) No. 833/2014 as amended
from time to time (for the latest version of Council Regulation (EU) No.
833/2014 see https://eur-lex.europa.eu/oj/direct-access.html andhttps://eur-lex.europa.eu/homepage.html?locale=en). The purchaser
shall undertake its reasonable efforts to ensure that the purpose of
preceding sentence is not frustrated by any third parties further down
the commercial chain, including by possible resellers, and shall set up
and maintain an adequate monitoring mechanism to detect conduct
by any third parties further down the commercial chain, including by
possible resellers, that would frustrate the purpose of the preceding
sentence. The purchaser shall immediately inform the Seller about any
problems in applying the two preceding sentences including any
relevant activities by third parties that could frustrate the purpose of
the two preceding sentences. The purchaser shall make available to
the Seller information concerning compliance with the obligations
under this paragraph within two weeks of the simple request of suchinformation. Any violation of any of the four preceding sentences shallconstitute a material breach of an essential obligation of thepurchaser, and the Seller shall be entitled to seek appropriate
remedies, including, but not limited to (i) a termination of the contractand (ii) a penalty of 10 % of the total value of the contract or price ofthe goods or technology exported, whichever is higher. The
obligations set forth in this paragraph (11.7) shall come in addition to
any other obligations which purchaser might have otherwise under thecontract. In case of any contradiction of the stipulations of thisparagraph (11.7) with any other obligation which purchaser might haveunder the contract, the stipulations of this paragraph (11.7) shallprevail.

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