KARL MAYER Turkey Tekstil Makineleri Servis ve Ticaret A.Ş.

GENERAL TERMS AND
CONDITIONS FOR SERVICES
Status: April 2024
1.
1.1

1.2

1.3

1.4

2.
2.1

Scope
These general terms and conditions for services (the­“Service GTC”) to be provided by KARL MAYER Turkey­Tekstil Makineleri Servis ve Ticaret A.Ş., a Turkish company
whose registered address is at Alaaddinbey Mah, İzmir Yolu
Cad. Savana Life No: 327F İç Kapı No: 1 Nilüfer/Bursa­registered with the Bursa Trade Registry under registration
number 124685, (hereinafter referred to as “KARL MAYER”
or “We” for short) with regards to all installation, repair,maintenance, inspection and other services specified in
Clause 3 (the “Services”) to its respective customer­(“Customer”). The Customer and we are hereinafter also
­referred to as the “Parties” and individually as a “Party”.
Terms and conditions of the Customer that deviate from or
supplement these Service GTC will not be recognized unless
KARL MAYER has expressly agreed to their validity in writing.
The Service GTC also apply if KARL MAYER carries out theperformance without reservation in the knowledge of conflicting or supplementary conditions of the Customer. Within
the framework of ongoing business relationships, these Service
GTC will also apply to future transactions. These Service GTC
also apply if no express reference is made to them.
Individual agreements made with KARL MAYER in individual
cases (including ancillary agreements, supplements andamendments) shall take precedence over these Service GTC.
Subject to proof to the contrary, a written contract or ourwritten confirmation is decisive for the content of such agreements.
These Service GTC only apply to merchants within the scopeof Article 12 of the Turkish Commercial Code numbered 6102
(the “TCC”), public and private legal entities and special
funds under public law. For the avoidance of doubt, these
GTC shall not apply to private individuals other than­merchants.
Offers, conclusion of contract and declarations
KARL MAYER’s offers are subject to change without notice
and are non-binding, unless expressly stipulated otherwise.

2.2

2.3

3.
3.1

3.2

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All agreements made between KARL MAYER and the­Customer upon conclusion of the contract are set out in fullin writing in the service contract which is subject to these
Service GTC, including these Service GTC. The employees of
KARL MAYER are not authorized to make verbal promisesthat deviate from or go beyond the written contractual agreement. New and/or additional services must be agreed by Parties in writing and documented the respective service contract.
Notices and notifications including one-sided declarations to
be made under the respective service contract shall be madein writing to the addresses of the Parties specified therein, byhand delivery against signature or by registered mail with return receipt requested or through a notary public. Article 18/3of the Turkish Commercial Code no. 6102 is reserved. In caseof any change of address during the term of the respective
service contract, the Parties shall notify the other Party inwriting of their new address within 7 (seven) days. Otherwise,notices and notifications made to the address of the Parties in
the respective service contract shall be deemed to have been
duly made.
Scope of Services; Handling of Machine Data
KARL MAYER provides the Services to the extent agreed in
the respective service contract (order confirmation) on themachines and/or machine parts that are referred therein.
The Services include, unless otherwise agreed in the service
contract, the following categories of service:• installation and commissioning of new machines;• the inspection, maintenance, retrofitting and / or rebuildingof machines or related parts;• rectification of malfunctions of machinery through remote
service subject to proper technical set-up and infrastructure
to be provided by the Customer;• as far as necessary, the repair or replacement of complete
machine units on premise by technicians of KARL MAYER
or service providers.
Unless otherwise agreed in the respective service contract,
the agreed price does not include:

3.3

3.4

• Preparatory works, such as e.g. electrical and mechanicalconnections;• Disposal of old parts, waste and operating materials;• Parts in contact with yarn/textiles (e.g. all knitting elements, yarn guides, yarn tension bars, roller covers) andparts worn out due to wear and tear (e.g. bellows, belts,­sliders, cooling/heating system);• Provision of media, such as electricity, water, compressed
air etc.;• Expenses incurred for travel to and return from the­Customer’s site where Services are provided at and travel
expenses.
In order to perform the Services according to Sections 3.1 and
3.2 and/or to improve and develop the products and the­service offer, KARL MAYER is entitled to process the(non-personal) machine data, provided that the Customer
grants KARL MAYER access. The details are of the processingof such machine data are subject to separate agreement inconnection with KARL MAYER or another entity of the “KARL
MAYER Group” (being defined as all legal entities either­directly or indirectly through one or more intermediates­controlled by KARL MAYER Holding SE & Co. KG, Industrie­
straße 1, 63179 Obertshausen, Germany (“Affiliate”)).
According to the Service type selected in the respective­service contract, the following service hours of KARL MAYER
apply unless otherwise agreed in the respective service­contract:
Services are usually provided by appointment within
KARL MAYER’s regular business hours (Monday–Friday:
09:00–18:00 local time).

4.	Performance deadlines and delay; Force Majeure; Scopeof Services
4.1 Statements made by KARL MAYER regarding the duration of
the Service are non-binding unless explicitly stated otherwise
therein, as such statements are based on estimations and experience. The Customer can only require the agreement on abinding deadline, which must be made in writing and expressly
be designated as binding, once the scope of the Services to be
carried out has been determined conclusively by the Parties.
4.2 The circumstances that develop beyond the control of KARL
MAYER and prevent and/or delay KARL MAYER from providing
the Services (“Force Majeure”), including but not limited to
strikes, operational disruptions, lawful lockouts, politicalmeasures or official orders, embargoes, governmental­decisions and actions, customs duties, worldwide transport
problems, shortages of raw materials or primary materials
or suppliers, the effects of international, regional or local­pandemics or epidemics, fire, flood, severe weather, natural
disasters, war, sabotage, and actions and any similar circumstances that qualify as Force Majeure events. In case of aninternational, a regional or local pandemic or epidemic, thisalso applies if this had already occurred at the time the­contract was concluded, provided that KARL MAYER was
not aware of its effects on the contract and could not haveforeseen them as probable. This also applies if these circumstances occur at our subcontractors or their upstream
sub-contractors.
4.3 KARL MAYER undertakes to inform the Customer immediatelyof the occurrence and expected duration of such events. The
time for the provisions of the Services shall be extended by
the duration of the hindrance plus a reasonable start-up
phase. If the impediment is permanent or, in the case of a

4.4

4.5.

5.
5.1

5.2

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temporary impediment, if it is no longer reasonable for one of
the Parties to adhere to the contract due to the duration of
the impediment, each of the Parties shall be entitled to withdraw from the contract, but the Customer shall only be entitledto do so after prior written (email suffices) notice within a­reasonable period. As a rule, an unreasonable duration is tobe assumed in the event of an impediment of more than three(3) months. KARL MAYER will immediately reimburse theCustomer for any consideration already paid in the event ofwithdrawal.
If KARL MAYER has submitted a cost estimate prior to theperformance of the Services, the scope of the contract is limited to the Services and materials detailed therein. If, during
the performance of the agreed Services, it is established that
additional Service and/or materials are required for the performance of the Services, KARL MAYER is only obliged tocontinue with the performance of the Services, if the Customer
expressly orders the additional Service including an extensionof the initially agreed performance deadline. If during the performance of the agreed Services it turns out that the execution it is not feasible due to factual and / or legal reasons, e.g.
because:• the alleged fault has not reappeared during the inspection,• spare parts required for the performance of the work can
no longer be procured or• the contract was terminated during the performance of theServices
KARL MAYER is only obliged to restore the machine or machine component to its original condition upon prior express­request of the Customer and against reimbursement of thecosts.
KARL MAYER shall not be liable for any delay or any otherfailure to provide the additional services or any other failure
or delay to perform its obligations under the respective service
agreement to the extent such failure or delay was caused by
the act or omission of the Customer (including instructions
given from time to time by the respective Customer).
Cooperation of the Customer
In the event that Services are not carried out at KARL MAYER’s
premises, the Customer must, upon request, support KARL
MAYER with personnel and technical assistance. The technicalassistance provided by the Customer must be rendered insuch a way that the Services can be started immediately after
the arrival of KARL MAYER’s or KARL MAYER’s subcontractor’s personnel and can be carried out without delay until­Acceptance of the Services by the Customer. Insofar as plans
and/or instructions from the Customer are required for theproper fulfillment of the Services, the Customer shall provide
such information to KARL MAYER in good time and free ofcharge. KARL MAYER assumes no liability for the internal orexternal staff of the Customer.
The Customer shall at its own cost and expense support
KARL MAYER in particular by complying with the following
obligations of cooperation:a)	provision of necessary technical staff, lifting and transport
tools;b)	execution of construction, bedding and scaffolding work,
including procurement of the necessary components;c)	provision of heating, lighting, water and electricity,­including the necessary connections;d)	provision of dry, lockable rooms for the storage of thetools as required by KARL MAYER;

5.3

5.4

6.
6.1

6.2

6.3

6.4

6.5

e)	provision of suitable recreation rooms and workspaces(incl. washing facilities, sanitary facilities) for KARL­MAYER’s or its sub-contractors’ personnel;f)	provision of all material and actions necessary for adjustment and test run;g) provision of a working and stable Internet connection;h)	provision of an insurance covering the object of work
against, in particular, risk of fire, burst water pipes, storm,
damage to machinery.
If the Customer does not comply with its obligations to cooperate, KARL MAYER is entitled, but not obliged, after setting areasonable deadline to no avail, to carry out the Customer’s
obligations by itself or by a third party at Customer’s expense.
If the Customer gets the work carried out at its discretion inspite of the claims and objections of KARL MAYER, KARL
MAYER shall not be liable for any deficiency, defect, non-­quality, and similar negative cases that arise as an ordinary
result of this resolution.
Prices and terms of payment
Unless otherwise agreed, the Customer is obliged to prepayment. Each Service fee is subject to the respective service
contract. Prices are understood as net amount plus VAT,
which is shown separately in the invoice, if applicable. Priceindications given by KARL MAYER prior to performance of theServices are non-binding. If the Customer requests a binding
cost estimate, KARL MAYER is entitled to charge the costs forthe cost estimate separately to the Customer, which will becredited to the price payable by the Customer in the event ofa subsequent service contract.
We are entitled to invoice our Services electronically. The
Customer agrees to receive invoices, credit notes and, if­applicable, payment requests by e-mail in pdf format andshall therefore provide us with a valid e-mail address to­ensure proper receipt of these electronically sent documents.
Services are invoiced on an hourly basis unless a fixed pricehas been expressly agreed between Parties in the respective
service contract.
Payment of any invoices will be due and payable thirty (30)days from the date of the relevant invoice. The Customer
shall raise objections to invoices within eight (8 calendar days
as of receipt at the latest; otherwise, the relevant invoice isdeemed to be approved.
The Customer shall only have a right of retention if it is basedon a counterclaim from the same contractual relationshipwhich is undisputed, ready for a decision or established by afinal court decision. Offsetting by the Customer is excluded
insofar as the Customer’s counterclaim is not legally established, ready for decision or undisputed.
In the event of Customer’s default in payment, KARL MAYER
is entitled to retain the performance of outstanding Services
and to make the performance of the remaining Services­dependent on prepayment of all outstanding amounts by the
Customer and, in general, to perform Services only against
advance payment or provision of an adequate security by the
Customer. In addition, KARL MAYER is not obliged to take any
further measures to ensure compliance with outstanding­performance dates and quantities (e.g. purchasing, production
preparation, etc.). If the Customer does not comply with
KARL MAYER’s request for advance payment or provision ofadequate security within a reasonable period of time, KARL
MAYER is entitled to withdraw from the contract in whole orin part.

6.6

6.7

7.
7.1

7.2

7.3

7.4

7.5

page 3 / 5If, after the conclusion of the contract subject to these Service
GTC, KARL MAYER becomes aware of circumstances that arelikely to significantly reduce the creditworthiness of the­Customer and as a result of which the payment of the outstanding claims of KARL MAYER by the Customer from therespective contractual relationship is at risk, KARL MAYER is
entitled to withhold its performance until the Customer has
fully paid. After setting a corresponding deadline for concurrent performance or provision of security, KARL MAYER canalso withdraw from the contract and demand compensation
for damages.
If, from the time of the conclusion of the contract subject tothese Service GTC until the time of the performance of theService, the costs have increased by more than 5% due to achange in the market price for raw materials or the costs forpurchased parts or due to increased personnel costs or an increase in the fees charged by third parties involved in the performance of the Service, KARL MAYER is entitled to demanda correspondingly higher price. If such increased price is 20%
or more above the agreed price, the Customer has the rightto withdraw from the contract. This right must be asserted
within the same day of KARL MAYER’s increased price notification. KARL MAYER will also take this into account in theprice in the event of a reduction in the aforementioned costsby more than 5%.
Retention of title and lien on repaired objects
The accessories, spare parts, replacement and retrofit units
used for the performance of the Services (the “Goods”)­remain our property (“Retention of Title”) until all our claims
from the business relationship have been settled in full. Thismeans that KARL MAYER retains ownership of the Goods­until all payments arising from the business relationship with
the Customer have been received. If there is a current accountrelationship between the Customer and KARL MAYER, theRetention of Title also refers to the respective recognised orcausal balance.
The Customer shall treat the reserved Goods with care and is
obliged to insure them at his own expense against fire, waterand theft. In the event of seizures or other interventions by
third parties, the Customer must notify KARL MAYER in writing without delay. Insofar as the third party is not in a position
to reimburse KARL MAYER for the judicial and extrajudicial
costs incurred to avert the intervention, the Customer will be
liable for the loss incurred by KARL MAYER.
If the reserved Goods supplied by KARL MAYER are combinedwith other items or are inseparably mixed or blended and if
one of the other items is to be regarded as the main item, theCustomer will transfer to KARL MAYER the co-ownership of
the uniform item or of the total quantity on a pro rata basis in
the ratio of the invoice value of the Services for which the­reserved Goods are provided to the invoice value of the othermixed or blended items.
If the Retention Of Title is not effective under the law inwhose area the Goods are located, the security corresponding
to the Retention Of Title or the assignment in that area shallbe deemed agreed. If the Customer’s cooperation is required
for the creation, the Customer shall be obliged to take all­reasonable measures (such as registration or publication­requirements) at its own expense which are necessary for thecreation and maintenance of such rights.
If the object on which Services are provided by KARL MAYER
is in the possession of KARL MAYER for the purposes ofr­ endering the agreed Services, KARL MAYER will have a lienon the contractual object. The right of lien can also be
claimed due to claims from earlier work carried out, spareparts deliveries and other Services provided by KARL MAYER,
as long as they are related to the subject matter of the contract.
8.
8.1

8.2

8.3

8.4

8.5

8.6
8.7

9.
9.1

Acceptance, Liability for defects
Services rendered by KARL MAYER are subject to acceptanceif such acceptance is required by mandatory statutory provisions or has been agreed upon in the contract (the “Accep­
tance”). The Customer is obliged to accept Services rendered
as contractually agreed, as soon as KARL MAYER has notified
the Customer of the completion of the Services and test runs
(if agreed) have been performed. The Customer is not entitled
to refuse Acceptance due to minor defects. The Customer
shall confirm acceptance on the documents provided by
KARL MAYER to that end (e.g. on a protocol or the service
contract).
If the Customer fails to accept the Services after the notification of completion of Services and expiration of a deadline
for Acceptance set by KARL MAYER, Acceptance shall bedeemed given by the Customer unless the Customer has notified KARL MAYER of at least one major defect before the endof the deadline. Acceptance shall also be deemed given, if the
Customer fails to accept the Services within the agreed timeframe, however at the latest within two (2) weeks after noti­
fication of readiness for Acceptancy by KARL MAYER, or incase the Customer puts the products, which have been theobject of the Services, into operation without KARL MAYER’sprior written consent.
In the event of a defect covered by warranty, KARL MAYER
shall rectify such defect, at its own discretion by repair or­replacement delivery for defective components or render theServices again (together the “Rectification”). The Customer
shall give KARL MAYER sufficient time for Rectification.
­Replaced parts become KARL MAYER’s property. If the Rectification fails, i.e. after three (3) unsuccessful attempts or if
KARL MAYER is in default with Rectification for more thanfour (4) weeks, the Customer is entitled to reduce the agreed
price or, in case of a major defects, also entitled to rescind theservice contract.
The Customer must reserve its rights for warranty for known
defects at the time of Acceptance, otherwise KARL MAYER is
not liable for the known defect. The Customer must notify
KARL MAYER of defects occurring after Acceptance in writing
without delay. KARL MAYER’s right to object to a belated­notification of defects remains unaffected.
KARL MAYER is not responsible for defects resulting from:(i)	modifications or repairs carried out by the Customer or
third parties on the subject matter of the service contract
without the prior written consent of KARL MAYER.
(ii)	wear and tear or normal abrasion.
The warranty period is 24 months upon Acceptance.
Claims for damages are subject to Section 9 of these Service
GTC.
Liability
KARL MAYER is liable to the Customer in accordance withthe statutory provisions for intent or gross negligence on thepart of KARL MAYER or a culpable breach of an essential
contractual obligation. Essential contractual obligations arethose whose fulfillment is necessary to achieve the purpose

9.2

9.3

9.4

of the contract and on whose fulfillment the Customer regularly relies and may rely.
Insofar as KARL MAYER, its organs, executive employees andvicarious agents cannot be charged with intent or gross negligence, the liability for damages is limited to the foreseeabledamage typical for the contract. In no event shall KARL MAYER(or its Affiliates) be liable to the Customer in the event of aslight negligent breach of an obligation which is not an essential contractual obligation as well as any incidental, indirect,
punitive or consequential damages, loss of future revenue orincome (manque à gagner), or loss of business reputation or
opportunity (perte de chance).
Insofar as our liability is excluded or limited, this shall apply
equally with regard to personal liability for damages of ourorgans, executive employees, representatives and vicarious
agents towards the Customer.
Liability for culpable injury to life, limb or health remains­unaffected; this is considered as a non-liability agreement
as per the Turkish Code of Obligations numbered 6098.

10. Confidentiality
10.1 The Customer shall undertake to keep confidential and protect against un-authorized access knowhow, business secrets
and other information that a reasonable businessperson
would deem confidential which KARL MAYER or any Affiliateof the KARL MAYER Group discloses to the Customer in connection with the execution of the respective service contract(the “Confidential Information”). The Customer is only entitled to disclose Confidential Information to its employees andconsultants (i) on a need-to-know basis with regard to thesubject matter of the service contract and (ii) provided thatthe person has been advised of the confidential and proprietarynature of the Confidential information and (iii) is bound by
confidentiality and non-use obligations that are at least as restrictive as those described in the Service GTC. The Customer
receiving the Confidential Information is in particular not­authorized to forward such Confidential Information to third
parties without the prior consent of KARL MAYER. The Customer undertakes not to use Confidential Information for the
study, analysis, decomposition, decompilation or any othermethod of reverse engineering relating to the products of the
KARL MAYER Group. The Customer shall undertake to commit its employees as well as other persons receiving accessto KARL MAYER’s Confidential Information to confidentiality
to the same extent.
10.2 The obligations indicated in the above-mentioned clause do
not include information which, (i) was lawfully in the possession of the Customer without obligation to confidentiality prior to receipt from KARL MAYER, (ii) at the time of disclosure
already in the public domain or subsequently becomes available to the public domain through no breach of the Customer’s
confidentiality obligations and no breach of the corresponding
obligations by the persons the Customer disclosed such
­Confidential Information to, (iii) is lawfully obtained by the
Customer from a third party without an obligation to keep
confidential, provided that such third party is not in breach of
any obligation of confidentiality relating to such information,(iv) is developed by the Customer independently without
breaching any obligations related to the restricted use or (v) isapproved for release by written agreement of KARL MAYER.
10.3 The Customer may disclose Confidential Information to the­extent the Customer is required to do so by any order of agovernmental or regulatory authority or court or by mandatory

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law, provided that, if not prohibited by law, written notice ofsuch order is given without undue delay to KARL MAYER so
as to give KARL MAYER an opportunity to intervene and­provided further that the Customer uses reasonable efforts
to obtain assurance that the Confidential Information will betreated confidentially. Confidential Information which is disclosed in such a way must be marked “Confidential” and/orwith any other pertinent marking such as “privileged” as thecase may be. Confidential Information to be disclosed as per
the preceding remains confidential.
Extraordinary termination
Without prejudice to either Party’s right to terminate the­respective service contract with due notice or either Party’s
further rights for termination without notice, either Party is inparticular entitled to terminate and the service contract with­out notice if (i) the respective other Party violates essential
contractual obligations and fails to remedy the violation(s)within a reasonable grace period or (ii) the respective otherParty liquidates its business or organization, or insolvency
proceedings are applied for and/or opened.

tions of these compliance and ethics obligations shall be­established. Employees who make reports may not be­disciplined or disadvantaged as a result. The Customer is­obligated to actively investigate suspected cases.
12.7 The compliance with the compliance and ethics obligations
can be verified either by KARL MAYER itself or by an independent auditor appointed by KARL MAYER and bound to­secrecy towards third parties after prior notice during normal
business hours.
12.8 In the event of a breach of the aforementioned obligations of
this Clause 12, KARL MAYER is entitled to terminate any
framework agreements subject to these Service GRC with
­immediate effect by way of notice of termination and/or towithdraw from existing individual agreements without being
liable to pay damages to the Customer. Unless it is a serious
breach, this right presupposes that KARL MAYER has firstgiven the Customer the opportunity to remedy the situation
within a reasonable period of time and that the Customer has
not complied with this or has repeatedly violated the principles set out herein. KARL MAYER’s claims for damages remain unaffected.

12. Compliance and ethics obligations
12.1 The Customer undertakes to comply with all applicable laws,
Decrees having the Force of Law, ordinances, regulations, bylaws, decrees, circulars, communiqués and other pertinent
legislation in relation to execution and completion of Services
and remedial of defects that may arise in Services, in particularalso those relating to environmental protection, competition,
product safety, data protection and occupational safety.
12.2 The service contracts subject to these Service GTC shall be
conducted in accordance with the principles of fair competition.
The Customer warrants that it will not participate in any­illegal agreements restricting competition.
12.3 The Customer must take appropriate measures to ensurethat its legal representatives and employees do not offer,promise or grant any inappropriate advantages in order to­influence business decisions and that they do not accept any
such advantages themselves. The Customer shall actively
and consistently counteract any criminal or unethical influence
on decisions of KARL MAYER or other companies and institutions and shall take action against bribery in its own company.
12.4 The Customer undertakes to disclose to KARL MAYER, uponrequest, the beneficial owner behind the company within themeaning of § 3 of the German Money Laundering Act, Law No.
5549 on Prevention of Laundering Proceeds of Crime, Regulation for Implementation of Law No: 4208 Regarding Prevention of Money Laundering and General Communiqué No: 529
on Tax Procedure Law.
12.5 The Customer shall conduct its business in an ethical and­socially responsible manner and with integrity and work
­towards sustainable economic success. The Customer will
not permit or tolerate any form of discrimination based on
race, caste, national origin, religion, disability, gender, sexual
orientation, union membership, political affiliation or age. The
Customer will work to ensure that its employees treat every
person with respect regardless of their origin, worldview andlifestyle and respect the inviolability and protection of the
dignity of every individual.
12.6 The Customer shall ensure the implementation and monitoring of the compliance and ethics obligations by means of an
in-house social responsibility strategy and a corresponding
in-house procedure. An in-house reporting system for viola-13.	Transfer, Choice of law; Place of performance, jurisdiction;
severability clause
13.1 Transfers of rights and obligations of the Customer arisingfrom a service contract require KARL MAYER’s written consent to be effective. This shall not apply insofar as money
claims in commercial transactions are concerned. In any
case, the assignment contracts shall include the provisionthat the transferee undertakes all contractual obligations of
the assignor Customer with the scope and content subject tothe transferor. Approval of the assignment contract by KARL
MAYER shall not release the assignor Customer from any­liability concerning the works carried out until the date of­assignment.
13.2 These Service GTC, the contractual relationship between us
and the Customer, as well as each individual performance­under these Service GTC shall be governed by the laws of
the Republic of Türkiye, excluding the UN Convention on­Contracts for the International Sale of Goods (CISG) and theconflict of laws rules.
13.3 Our registered office as shown in the commercial register(Bursa Trade Registry Directorate) is the exclusive place ofperformance for all service and payment obligations, unlessotherwise agreed.
13.4 Any disputes arising out of or in connection with these GTCs
shall be submitted to mediation pursuant to the Law on Mediation Numbered 6325 to which the Parties undertake to adhere. The duration of the mediation shall not exceed 60 days.
If the Parties have not reached an agreement by the Mediation Deadline, then the dispute at stake shall be of the exclusive competence of the Commercial Courts of Bursa. Bursa
Courts and Execution Offices have exclusive jurisdiction tosettle any dispute arising out of or in connection with these
Service GTC (including a dispute regarding the existence,­validity or termination of these Service GTC).
13.5 If one or more of the above provisions should be or become invalid in whole or in part, this shall not affect the validity of theother provisions, which shall remain agreed. The ineffective
provision shall rather be replaced by an effective one whichmost closely corresponds to the intended economic purpose.
The same shall apply if a loophole in need of supplementationarises during the performance of the contract.

11.

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