General Terms and Conditions of Purchase
1. validity
1.1 All orders placed by Wall Universe GmbH shall be made exclusively on the basis of these General Terms and Conditions of Purchase.
1.2 Other terms and conditions not set forth in these General Terms and Conditions of Purchase shall not become part of the contract, even if Wall Universe GmbH does not expressly object to them. Nor shall acceptance of the delivery/service without express objection imply acceptance of the supplier's terms and conditions of delivery.
1.3 These General Terms and Conditions of Purchase shall apply to all present and future orders for deliveries and services within the scope of the business relationship existing between Wall Universe GmbH and third parties (hereinafter referred to as "Supplier").
2 Conclusion of Contract
2.1 All orders placed by Wall Universe GmbH shall be made on the basis of a "Purchase Order". Purchase Orders must specify the type, quantity/number of items to be delivered, the individual prices as well as the resulting total price per delivery, and, if applicable, payment and delivery terms and delivery periods that deviate from these General Terms and Conditions of Purchase.
2.2 Orders shall be accepted by the Supplier in text form or in writing (including fax) without undue delay, however, no later than within 3 working days after receipt. Any confirmations received later or deviating from the order shall be deemed a new offer which must be accepted by Wall Universe GmbH within a reasonable period of time.
2.3 Orders and other declarations made by Wall Universe GmbH shall not be binding until they have been made in writing or until oral orders or declarations have been confirmed in writing. Individual contractual agreements made after conclusion of the contract shall remain unaffected.
2.4 Wall Universe GmbH shall be entitled to demand changes to the delivery item even after conclusion of the contract, as long as this is reasonable for the supplier. When examining the reasonableness, reasonable consideration shall be given in particular to the effects of the change with respect to additional or reduced costs as well as the delivery date. If the change of the delivery item leads to a reduction and/or cancellation of the originally ordered delivery item, a claim to the agreed remuneration shall nevertheless arise; however, the Supplier may have credited to it that which it saves in expenses due to the change of the delivery item or acquires or maliciously refrains from acquiring through other use of the delivery item.
2.5 Partial deliveries shall only be accepted if expressly agreed. In the event of an agreed partial delivery, the remaining quantity shall be listed.
3. delivery conditions, transfer of risk
3.1 The agreed delivery dates are binding.
3.2 The receipt of the goods at the place of receipt specified by Wall Universe GmbH shall be decisive for compliance with the delivery date or delivery period, unless acceptance of the delivery item has been agreed; in this case, acceptance of the delivery item by Wall Universe GmbH shall be decisive.
3.3 If the supplier realizes that an agreed delivery date cannot be met, regardless of the reason, the supplier shall notify Wall Universe GmbH immediately, stating the reasons and the expected duration of the delay (at least in text form).
3.4 In the event of a delay in delivery, Wall Universe GmbH shall be entitled, after the unsuccessful expiration of a reasonable deadline set by Wall Universe GmbH, to procure a replacement for the delayed service/delivery elsewhere at the supplier's expense. The statutory rights of Wall Universe GmbH in the event of a delay in delivery shall remain unaffected.
3.5 The supplier may only invoke the absence of necessary documents or information/data to be provided by Wall Universe GmbH if it has sent a written reminder for these and has not received them within a measured period of time.
3.6 Wall Universe GmbH shall only accept the ordered quantities or numbers of items. Wall Universe GmbH shall not be obligated to accept partial, excess or short deliveries that have not been agreed upon. The values determined by Wall Universe GmbH during the incoming inspection shall be decisive for quantities, masses and weights, unless the supplier proves that these values are incorrect.
3.7 The risk of accidental loss or deterioration of the object of performance/delivery shall be borne by the supplier in the case of delivery until receipt at the place of receipt specified by Wall Universe GmbH, and in the case of other services until acceptance.
3.8 The goods shall be packed in such a way that transport damage is avoided. Packaging materials shall be used only to the extent necessary to achieve this purpose and in compliance with the applicable legal provisions for the return of packaging.
3.9 The Supplier undertakes to pay a contractual penalty in the event of non-compliance with the delivery date for which it is responsible; the contractual penalty shall be based on the net value of the respective delayed delivery item and shall amount to 1% per week or part thereof of non-compliance with the delivery date, up to a maximum of 10% of the net value of the delayed delivery item, and its amount shall be justified by the above-average loss in value of mobile telephones. The contractual penalty may be claimed in addition to performance.
3.10. The right of Wall Universe GmbH to claim damages in accordance with the statutory provisions (§§ 280, 286 BGB) due to non-compliance with the delivery date shall remain unaffected. Any contractual penalty shall be credited against the damages.
3.11. If the supplier is in default with two deliveries during the term of the contract, Wall Universe GmbH shall be entitled to withdraw from the affected order without notice.
4 Industrial Property Rights
4.1 The supplier warrants that the delivery items do not infringe upon the rights of third parties.
4.2 In the event that Wall Universe GmbH infringes upon the industrial property rights of third parties through the use or sale of the delivery item, the supplier shall be obligated to compensate Wall Universe GmbH for all damages arising therefrom if the supplier is responsible for the infringement of such industrial property rights.
4.3 In such a case, Wall Universe GmbH shall also be entitled to obtain the necessary authorization from the owner of the industrial property right at the supplier's expense if and to the extent that the supplier fails to procure such authorization for Wall Universe GmbH within a reasonable period of time set by Wall Universe GmbH and the costs thereof would not exceed the damages to be compensated by the supplier pursuant to sentence 1. Wall Universe GmbH's rights under this clause 4.2 shall only exist to the extent that Wall Universe GmbH has informed the supplier without undue delay of a claim by a third party for infringement of industrial property rights by Wall Universe GmbH, has not acknowledged such claim without the supplier's consent, and has not entered into a settlement of such claims with the third party.
4.4 The right of Wall Universe GmbH to withdraw from the contract if the legal requirements are met shall remain unaffected.
5. Prices
5.1 The prices agreed upon in the respective Purchase Orders are fixed prices exclusive of value-added tax.
5.2 Unless expressly agreed in a Purchase Order, the agreed prices shall include all ancillary costs (including transport, insurance, customs and packaging) and shall be understood to be free to the shipping address or receiving point specified by us (CIP -Carriage Insurance Paid, Incoterms 2000). Unless otherwise agreed between the contracting parties, the place of delivery shall be Ulmen.
5.3 Each delivery shall be accompanied by delivery bills with detailed information on the contents as well as complete order identification. As long as these details are missing or incomplete, the delivery item shall be stored at the supplier's expense and risk at the specified receiving point or at Wall Universe GmbH.
6 Invoices and Payments
6.1 Invoices shall be issued after contractual delivery/service for each order, stating the order number, date of order, type, number and individual prices of the delivery items, and shall be submitted to Wall Universe GmbH. If this information is missing, incorrect or incomplete, the invoice shall not be due.
6.2 Unless expressly agreed otherwise in a Purchase Order, Wall Universe GmbH shall make payment within 30 days net without deductions after receipt of the delivery or performance of the service as well as presentation of the related documents and proper invoicing. The costs of international payment transactions shall be borne by the supplier. In the event of premature delivery, these periods shall commence at the earliest on the contractually agreed delivery or completion date.
6.3 In the event of default in payment, Wall Universe GmbH shall be obligated to pay interest at a rate of 2% above the prime rate of the European Central Bank.
6.4 The supplier shall not be entitled to set-off against other payment claims; the supplier shall have no right of retention due to other payment claims which do not arise from the same Purchase Order.
7 Warranty
7.1 The supplier warrants that the delivery/service is free of defects, that warranted characteristics exist, and that the delivery/service complies with the intended use, the technical specifications of Wall Universe GmbH communicated at the time of the order, the state of the art, and the relevant provisions, standards and regulations of the authorities and trade associations.
7.2 Wall Universe GmbH shall notify any obvious defects in the delivery/service in writing without delay as soon as they are discovered in the ordinary course of business, but no later than 10 calendar days after receipt of the delivery/service by Wall Universe GmbH. Hidden defects shall be deemed to have been notified in a timely manner if the notification is made within 10 working days of the discovery of the defect.
7.3 Defects in the delivery/service notified during the warranty period shall be remedied by the supplier upon request without delay and free of charge, including all ancillary costs, at the discretion of Wall Universe GmbH, either by repair or replacement of the defective parts or by new delivery. Wall Universe GmbH shall also be entitled to withdraw from the contract, reduce the purchase price or claim damages in accordance with the statutory provisions.
7.4 If the supplier fails to comply with obligations arising from liability for defects within a reasonable period of time set by Wall Universe GmbH, Wall Universe GmbH may take the necessary measures itself or have them taken by third parties at the expense and risk of the supplier. Wall Universe GmbH shall also be entitled to this right if it is not possible for Wall Universe GmbH to grant the supplier a grace period due to particular urgency; in this case, Wall Universe GmbH shall inform the supplier thereof prior to remedying the defect.
7.5 The warranty period shall be 2 years, unless expressly agreed otherwise. The warranty period shall commence upon handover of the delivery item to Wall Universe GmbH or the third party designated by Wall Universe GmbH at the place of receipt or use specified by Wall Universe GmbH. For spare parts or repaired parts delivered within the scope of the supplier's statutory warranty obligation, the warranty period shall be 2 years after installation/commissioning. The warranty period for spare parts and repaired parts ends 3 years after delivery at the latest.
7.6 For delivery items that could not remain in operation during the investigation of a defect and/or the repair of a defect, a current warranty period shall be extended by the time of the interruption of operation.
7.7 If a claim is made against Wall Universe GmbH on the basis of domestic or foreign product liability regulations or laws, the supplier shall be obligated to indemnify us upon first request from third-party claims for compensation to the extent that the supplier is responsible for the product defect giving rise to the liability. The indemnification shall also include the costs of Wall Universe GmbH as well as the costs of any recall action, including precautionary recall actions. § Section 426 of the German Civil Code shall remain unaffected.
8 Liability, Force Majeure
8.1 Wall Universe GmbH shall be liable without limitation under the Product Liability Act, in the event of fraudulent concealment of defects, for damages arising from injury to life, limb or health, in the event of intent, or insofar as it has assumed a guarantee for the quality of the item.
8.2 In the event of a breach of material rights or obligations arising from the content and purpose of the contract, Wall Universe GmbH shall be liable without limitation in the event of gross negligence.
8.3 In the event of a grossly negligent breach of non-essential rights and obligations under the contract, Wall Universe GmbH's liability shall likewise be limited to compensation for foreseeable damage typical of the contract, without compensation for indirect or consequential damage or lost profits.
8.4 In the event of simple negligence, Wall Universe GmbH's liability shall be limited to the foreseeable damage typical for the contract, without compensation for indirect or consequential damage or loss of profit, up to a maximum of € 10,000 per claim. Except in the cases specified in clauses 8.1 and 8.4, Wall Universe GmbH shall not be liable for damages caused by simple negligence.
8.5 The above limitations of liability and exclusions shall also apply to the liability of simple vicarious agents and/or assistants of Wall Universe GmbH.
8.6 Any further liability of Wall Universe GmbH shall be excluded.
8.7 Unforeseen events beyond the control of Wall Universe GmbH, such as war, threat of war, riot, use of force by third parties against persons and property, sovereign intervention, labor disputes at Wall Universe GmbH or Wall Universe GmbH's customers, fire, interruption of scheduled transport connections, as well as shortages of raw materials and energy, which prevent Wall Universe GmbH from accepting or delivering the service/delivery. Wall Universe GmbH shall be entitled to postpone acceptance or receipt of the service/delivery accordingly and shall be in default of acceptance. In such cases, Wall Universe GmbH shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract if the delivery/service cannot be accepted due to the delay.
9. secrecy
9.1 The contracting parties shall use all information requiring secrecy (including information given orally or by telephone) and materials, even if these are not expressly marked as requiring secrecy or confidential, which they obtain from the other contracting party in connection with a transaction negotiated or concluded under these General Terms and Conditions of Purchase (hereinafter collectively referred to as Information) exclusively for the purpose of the cooperation.
9.2 You shall treat such information as confidential and not make it available to third parties. Excluded from this is the disclosure of information to employees who are deployed by them within the framework of the cooperation or the disclosure to persons who must receive information about the cooperation (hereinafter collectively referred to as "vicarious agents"). These vicarious agents shall be obligated by the respective contractual partner to maintain secrecy in the same manner as the respective contractual partner before the information is passed on.
9.3 Information shall be excluded from the non-disclosure agreement,
- which is publicly accessible or was already known to the contractual partners;
- which has been developed independently and autonomously by one contractual partner without having known or used similar information to the other contractual partner;
- which has been disclosed by a third party who is the owner and is not subject to any confidentiality obligation;
- which must be disclosed due to legal provisions or orders of governmental bodies, but not before the facts have been notified in writing to the other contracting party.
10 Export Restrictions and Tax Liabilities
10.1 The Supplier undertakes to comply with the relevant import and export laws and the tax laws of the Federal Republic of Germany and the EU.
11 Final Provisions
11.1 Should individual provisions of these General Terms and Conditions of Purchase or of a contract be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by the contracting parties by mutual agreement by such provision which comes closest to the economic sense and purpose of the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
11.2 The supplier shall not be entitled to assign the contract or individual orders or significant parts thereof to third parties without the prior written consent of Wall Universe GmbH.
11.3 The assignment of claims against Wall Universe GmbH shall only be permitted with the written consent of Wall Universe GmbH. § Section 354 a of the German Civil Code shall remain unaffected.
11.4 Any retention of title shall cease to apply to deliveries and/or services paid for.
11.5 If insolvency proceedings are opened against the assets of the supplier or if an opening is rejected for lack of assets, Wall Universe GmbH shall be entitled to withdraw from the contract without setting a deadline.
11.6 Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be Ulmen.
11.7 The place of jurisdiction for all disputes arising from the contractual relationship shall be Ulmen. Wall Universe GmbH shall, however, have the right to sue the supplier at its general place of jurisdiction.
11.8 The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
General Terms and Conditions of Sale
Validity
1.1 All sales and deliveries by Wall Universe GmbH (hereinafter referred to as "Wall Universe GmbH") shall be made exclusively on the basis of these General Terms and Conditions of Sale.
1.2 Other terms and conditions not set forth in these General Terms and Conditions of Sale shall not become part of the contract, even if Wall Universe GmbH does not expressly object to them. Our General Terms and Conditions of Sale shall also apply if we make delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our General Terms and Conditions of Sale.
1.3 These General Terms and Conditions of Sale shall apply to all current and future orders for deliveries and services within the scope of the business relationship existing between Wall Universe GmbH and third parties (hereinafter referred to as the "Client").
Conclusion of Contract
2.1 All sales and deliveries by Wall Universe GmbH shall be made on the basis of a binding order placed by the Customer ("Purchase Order") at least in text form (in writing, email or fax) and a corresponding offer by Wall Universe GmbH.
2.2 A Purchase Order must contain the type, quantity/number of delivery items, the individual prices and the resulting total price per delivery.
2.3 Other contractual terms and conditions in a Purchase Order of the customer shall not become part of the contract unless they are confirmed by Wall Universe GmbH in at least text form.
2.4 Wall Universe GmbH shall accept a Purchase Order immediately, but no later than within 10 working days after receipt, at least in text form ("Order Confirmation").
2.5 If Wall Universe GmbH confirms a Purchase Order with changed conditions, e.g. with regard to delivery times or quantities, the contracting parties shall consult with each other in order to find a mutually acceptable solution.
2.6 Purchase orders and other declarations by the client shall not be binding until they have been confirmed by Wall Universe GmbH with a corresponding order confirmation. Individual contractual agreements made after the conclusion of the contract shall remain unaffected.
2.7 Wall Universe GmbH shall be entitled to request changes to the delivery item even after the order confirmation has been issued, as long as this is reasonable for the customer. When examining the reasonableness, the effects of the change with respect to additional or reduced costs as well as the delivery date shall be reasonably taken into account.
Terms of delivery, transfer of risk
3.1 The agreed delivery dates shall be binding.
3.2 The date of receipt of the goods at the agreed place of receipt shall be decisive for compliance with the delivery date or delivery period.
3.3 If Wall Universe GmbH realizes that an agreed delivery date cannot be met - regardless of the reason - it shall notify the customer immediately, stating the reasons and the expected duration of the delay (at least in text form). The parties shall then agree on a mutually acceptable solution.
3.4 Wall Universe GmbH shall be entitled to make partial deliveries, provided that Wall Universe GmbH can assume that they are reasonable for the customer and nothing to the contrary has been expressly agreed.
3.5 The risk of accidental loss or deterioration of the object of performance/delivery shall pass to the customer upon delivery to the carrier or freight forwarder and upon collection by the customer. This shall also apply to partial deliveries and irrespective of whether freight-free delivery has been agreed. If the shipment is delayed at the request of the customer or if the customer is in default of acceptance, the risk shall already pass to the customer on the day of readiness for shipment. The costs arising from the delay (in particular storage costs) shall be borne by the customer.
3.6 Wall Universe GmbH shall pack the goods in such a way as to avoid transport damage wherever possible.
Industrial Property Rights
4.1 Wall Universe GmbH warrants that the delivered goods do not infringe upon the rights of third parties, if and to the extent that they are used in accordance with the contractually agreed purpose.
4.2 The customer shall inform Wall Universe GmbH without delay of any claim by a third party for infringement of industrial property rights by Wall Universe GmbH; the customer shall only acknowledge such a claim or enter into a settlement regarding such claims with the third party with the prior consent of Wall Universe GmbH.
Prices
5.1 The agreed prices are fixed prices excluding value-added tax and are derived from the respective order confirmation.
5.2 Unless expressly agreed otherwise, the agreed prices shall be EXW (delivery ex works, Ulmen/Germany, Incoterms 2000), i.e. including packaging but excluding transport and insurance.
Invoices and Payments
6.1 Wall Universe GmbH shall issue invoices for each (partial) delivery, stating the order number and the respective Purchase Order as well as the date of the order.
6.2 Unless expressly agreed otherwise (cf. order confirmation), Wall Universe GmbH shall deliver exclusively on advance payment net without deductions by bank transfer to the account specified by Wall Universe GmbH. The costs of international payment transactions shall be borne by the customer.
6.3 In the event of late payment, the customer shall be obligated to pay interest at a rate of 10% above the prime rate of the European Central Bank.
6.4 The customer shall not be entitled to offset any other payment claims.
6.5 Wall Universe GmbH shall have a right of retention with respect to other payment claims arising from the business relationship with the customer.
Warranty and Product Liability
7.1 Wall Universe GmbH warrants that the delivery items meet the specifications set forth in the respective order confirmation. In the event of a discrepancy between the Order Confirmation and the corresponding Purchase Order, the Order Confirmation shall take precedence.
7.2 The customer shall inspect the delivery items without delay, but at the latest within 3 calendar days of delivery, and shall notify Wall Universe GmbH of any defects in the delivery/service at least in text form.
7.3 Wall Universe GmbH shall remedy any defects in the delivery/service notified during the warranty period within a reasonable period of time, at its discretion, by repairing or replacing the defective parts or by making a new delivery.
7.4 If the subsequent performance fails, the customer shall be entitled, at its option, to demand withdrawal from the contract or a reduction in price. If the customer wishes to claim damages instead of performance or, in the case of a contract for work and services, wishes to carry out a self-performance, a failure of the subsequent improvement shall only be deemed to have occurred after the second unsuccessful attempt. The statutory cases of dispensability of setting a time limit shall remain unaffected.
7.5 The warranty period shall be 12 months, unless expressly agreed otherwise. The warranty period begins with the handover of the delivery item to the customer.
Liability, Force Majeure
8.1 Wall Universe GmbH shall be liable without limitation under the Product Liability Act, in the event of fraudulent concealment of defects, for damages arising from injury to life, limb or health, in the event of intent, or to the extent that Wall Universe GmbH has assumed a guarantee for the quality of the item.
8.2 In the event of a breach of material rights or obligations arising from the content and purpose of the contract, Wall Universe GmbH shall be liable without limitation in the event of gross negligence.
8.3 In the event of a grossly negligent breach of non-essential rights and obligations under the contract, Wall Universe GmbH's liability shall likewise be limited to compensation for foreseeable damage typical of the contract, without compensation for indirect or consequential damage or lost profits.
8.4 In the event of simple negligence, Wall Universe GmbH's liability shall be limited to the foreseeable damage typical for the contract, without compensation for indirect or consequential damage or loss of profit, up to a maximum of € 10,000 per claim. Except in the cases specified in clauses 8.1 and 8.4, Wall Universe GmbH shall not be liable for damages caused by simple negligence.
8.5 The above limitations of liability and exclusions shall also apply to the liability of simple vicarious agents and/or assistants of Wall Universe GmbH.
8.6 Any further liability of Wall Universe GmbH shall be excluded.
8.7 Unforeseen events beyond the control of Wall Universe GmbH, such as war, threat of war, riot, use of force by third parties against persons and property, sovereign intervention, labor disputes at Wall Universe GmbH or Wall Universe GmbH's customers, fire, interruption of scheduled transport connections, as well as shortages of raw materials and energy, which prevent Wall Universe GmbH from accepting or delivering the service/delivery. Wall Universe GmbH shall be entitled to postpone acceptance or receipt of the service/delivery accordingly and shall be in default of acceptance. In such cases, Wall Universe GmbH shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract if the delivery/service is no longer usable by us due to the delay, taking into account economic aspects.
Secrecy
9.1 The contracting parties shall use all information requiring secrecy (including information given orally or by telephone) and materials, even if these are not expressly marked as requiring secrecy or confidential, which they obtain from the other contracting party in connection with a transaction negotiated or concluded under these General Terms and Conditions of Sale (hereinafter collectively referred to as Information) exclusively for the purpose of the cooperation.
9.2 You shall treat such information as confidential and not make it available to third parties. Excluded from this is the disclosure of information to employees who are deployed by them within the framework of the cooperation or the disclosure to persons who must receive information about the cooperation (hereinafter collectively referred to as "vicarious agents"). These vicarious agents shall be obligated by the respective contractual partner to maintain secrecy in the same manner as the respective contractual partner before the information is passed on.
9.3 Information shall be excluded from the non-disclosure agreement,
- which is publicly accessible or was already known to the contractual partners;
- which has been developed independently and autonomously by one contractual partner without having known or used similar information to the other contractual partner;
- which has been disclosed by a third party who is the owner and is not subject to any confidentiality obligation;
- which must be disclosed due to legal regulations or orders of governmental bodies, but not before the facts have been reported to the other contracting party in writing.
Retention of Title
10.1 Wall Universe GmbH shall retain title to the delivery item (including goods subject to retention of title) until the purchase price and all claims arising from the ongoing business relationship with the customer have been paid in full (extended retention of title).
10.2 The customer is obligated to treat the delivery item with care; in particular, the customer is obligated to sufficiently insure the delivery item at its own expense against fire, water and theft damage at replacement value.
10.3 In the event of seizures or other interventions by third parties, the customer shall disclose the retention of title and notify Wall Universe GmbH in writing without delay.
10.4 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; we shall be responsible for selecting the securities to be released.
Final Provisions
11.1 Should individual provisions of these General Terms and Conditions of Sale or of a contract be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by the contracting parties by mutual agreement by such provision which comes closest to the economic sense and purpose of the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
11.2 The client shall not be entitled to transfer the contract or individual orders or significant parts thereof to third parties without the prior written consent of Wall Universe GmbH.
11.3 The assignment of claims against Wall Universe GmbH is only permitted with the written consent of Wall Universe GmbH. § Section 354 a of the German Civil Code shall remain unaffected.
11.4 If insolvency proceedings are instituted against the assets of the customer or if such proceedings are rejected for lack of assets, Wall Universe GmbH shall be entitled to withdraw from the contract without setting a deadline.
11.5 Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be Ulmen.
11.6 The place of jurisdiction for all disputes arising from the contractual relationship shall be Ulmen.
11.7 The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.