Common use of Final provisions, severability clause Clause in Contracts

Final provisions, severability clause. (1) In case of a payment delay, WILO is only liable for past-due interest in the amount of 5 % above the respective default interest rate in accordance with the statutory regulations pursuant to § 247 German Civil Code [BGB] in conjunction with § 352 German Commercial Code [HGB]. Additional interests payable to WILO by the contracting partner (e.g. default interest, § 353 Commercial Code [HGB]) are expressly ruled out according to the present agreement. (2) The contracting partner is only entitled to set-off rights vis-à-vis WILO in consideration of claims that are either undisputed or have been recognised by declaratory judgment. The contracting partner is only entitled to rights of retention vis-à-vis WILO in consideration of such claims that are either undisputed or have been recognised by declaratory judgment and that arise from the same contractual relationship with the contracting partner. Moreover, the contracting partner is not entitled to only perform outstanding services or deliveries from the product portfolio against advance payment or security deposit if, after conclusion of the framework agreement, it becomes aware of circumstances suitable to xxxxxxxx XXXX's creditworthiness to a significant extent, thus putting at risk a payment of outstanding claims of the contracting partner towards XXXX xxxxxxx from the contractual relationship. Contractual provisions concerning foreign currency debt require a separate written case-to-case agreement. The parties agree to bindingly include a fixed EURO (€) foreign currency exchange rate in such provisions. (3) Claims of the contracting partner towards WILO may not be sold to third parties or transferred by way of security or invoice. In exceptional cases, the contracting partner may transfer its rights and obligations arising from the agreement to a third party only if WILO has agreed to this transfer in writing. Approval must not be unreasonably withheld. According to the present provision, third parties are companies not affiliated with the contracting partner within the meaning of § 15 et seq. German Companies Act [AktG]. (4) Any general terms and conditions of the contracting partner shall expressly not apply so that these are contested in particular also if they are submitted to WILO in a confirmation letter or otherwise or if WILO accepts deliveries or services by the contracting partner without expressly refuting the contracting partner's general terms and conditions once again. WILO’s Standard Terms and Conditions of Purchase shall apply, exclusively; this shall also apply to all future business relationships between WILO and the contracting partner also if they are not expressly agreed once again. (5) The following components shall be comprised in the contract – if applicable and unless agreed otherwise – in the following hierarchical order: 5.1. The framework agreement between WILO and the contracting partner as well as the supplemental agreements contained in the annexes to the framework agreement 5.2. Separately negotiated contract terms provided they were expressly determined between WILO and the contracting partner at conclusion of contract 5.3. Order by WILO 5.4. The latest applicable minutes of the negotiations 5.5. Routing order, logistics agreement or EDI agreement 5.6. WILO Standard Terms and Conditions of Purchase 5.7. WILO packaging instructions 5.8. The relevant, generally recognised technology regulations, particularly the relevant DIN provisions in their applicable version Other provisions shall expressly not become a component of the agreement, also if WILO does not expressly refute this. (6) Should individual provisions of this agreement turn out to be invalid or unenforceable, this shall not affect the remaining provisions of the present agreement. The parties to the agreement undertake to replace the invalid or unenforceable provision with a valid or enforceable provision that comes as close to the intent and (economic) purpose of the invalid provision. Otherwise, the statutory regulations shall apply.

Final provisions, severability clause. (1) In case of a payment delay, WILO is only liable for past-due interest in the amount of 5 % above the respective default interest rate in accordance with the statutory regulations pursuant to § 247 German Civil Code [BGB] in conjunction with § 352 German Commercial Code [HGB]. Additional interests payable to WILO by the contracting partner (e.g. default interest, § 353 Commercial Code [HGB]) are expressly ruled out according to the present agreement. (2) The contracting partner is only entitled to set-off rights vis-à-vis WILO in consideration of claims that are either undisputed or have been recognised recognized by declaratory judgment. The contracting partner is only entitled to rights of retention vis-à-vis WILO in consideration of such claims that are either undisputed or have been recognised recognized by declaratory judgment and that arise from the same contractual relationship with the contracting partner. Moreover, the contracting partner is not entitled to only perform outstanding services or deliveries from the product portfolio against advance payment or security deposit if, after conclusion of the framework agreement, it becomes aware of circumstances suitable to xxxxxxxx XXXX's creditworthiness to a significant extent, thus putting at risk a payment of outstanding claims of the contracting partner towards XXXX xxxxxxx from the contractual relationship. Contractual provisions concerning foreign currency debt require a separate written case-to-case agreement. The parties agree to bindingly include a fixed EURO (€) foreign currency exchange rate in such provisions. (32) Claims of the contracting partner towards WILO may not be sold to third parties or transferred by way of security or invoice. In exceptional cases, the contracting partner may transfer its rights and obligations arising from the agreement to a third party only if WILO has agreed to this transfer in writing. Approval must not be unreasonably withheld. According to the present provision, third parties are companies not affiliated with the contracting partner within the meaning of § 15 et seq. German Companies Act [AktG]. (43) Any general terms and conditions of the contracting partner shall expressly not apply so that these are contested in particular also if they are submitted to WILO in a confirmation letter or otherwise or if WILO accepts deliveries or services by the contracting partner without expressly refuting the contracting partner's general terms and conditions once again. WILO’s Standard Terms and Conditions of Purchase shall apply, exclusively; this shall also apply to all future business relationships between WILO and the contracting partner also if they are not expressly agreed once again. (54) The following components shall be comprised in the contract – if applicable and unless agreed otherwise – in the following hierarchical order: 5.1. 5.1 The framework agreement between WILO and the contracting partner as well as the supplemental agreements contained in the annexes to the framework agreement. 5.2. 5.2 Separately negotiated contract terms provided they were expressly determined between WILO and the contracting partner at conclusion of contract 5.3. 5.3 Order by WILO 5.4. 5.4 The latest applicable minutes of the negotiations 5.5. negotiations 5.5 Routing order, logistics agreement or EDI agreement 5.6. 5.6 WILO Standard Terms and Conditions of Purchase 5.7. WILO packaging instructions 5.8. The relevant, generally recognised technology regulations, particularly the relevant DIN provisions in their applicable version Other provisions shall expressly not become a component of the agreement, also if WILO does not expressly refute this. (6) Should individual provisions of this agreement turn out to be invalid or unenforceable, this shall not affect the remaining provisions of the present agreement. The parties to the agreement undertake to replace the invalid or unenforceable provision with a valid or enforceable provision that comes as close to the intent and (economic) purpose of the invalid provision. Otherwise, the statutory regulations shall apply.Purchase