General Terms & Conditions of Sale
As of November 19th, 2019
Article 1 – Application
1.1. These present General Terms & Conditions of Sale (“General Terms & Conditions”) apply to all business relations between SPECTRAMI GmbH, Martin-Behaim-Str. 22, 63263 Neu-Isenburg, Germany (“SPECTRAMI”) and its contractual partners (“Customers”). These General Terms and Conditions shall only apply if the Customer is a merchant (Sec. 14 BGB – German Civil Code), a legal entity organised under public law, or a special fund under public law.
1.2. The deliveries and services supplied by SPECTRAMI shall be subject exclusively to the following General Terms & Conditions. They refer to all provisions of goods and services by SPECTRAMI. The General Terms & Conditions shall in particular apply to contracts governing the sale and/or supply of movable goods and the comprehensive solutions of SPECTRAMI in the areas of information security, data processing servicing centre infrastructure, and data communications networks (“goods”), irrespective of whether such goods are manufactured by SPECTRAMI or purchased from suppliers (Sec. 433, 651 BGB). Unless otherwise agreed, the General Terms & Conditions shall apply in the version valid at the time of order placement by the customer, or in any case in the written version most recently communicated to the customer, as a framework agreement also for similar future contracts, without any obligation on the part of SPECTRAMI to make an explicit reference to these General Terms & Conditions in each individual case.
1.3. SPECTRAMI shall not acknowledge any terms issued by the Customer that contradict or deviate from the SPECTRAMI General Terms & Conditions, unless SPECTRAMI has explicitly confirmed their validity in writing. Any modifications of and amendments to the contract must be laid down in writing in order to be valid. The SPECTRAMI General Terms & Conditions shall also apply if SPECTRAMI executes the delivery or service without reservation despite being aware of contradicting or deviating customer terms. Any assurances and side agreements shall only be valid if confirmed in writing by SPECTRAMI.
1.4. Individual agreements made with the Customer from case to case (including side agreements, amendments, and modifications) shall invariably prevail over these present General Terms & Conditions. The contents of such agreements shall require a written contract or the written confirmation by SPECTRAMI unless proof to the contrary is provided.
1.5. Legally relevant statements and notifications on the part of the Customer with regard to the contract (e.g. specification of deadlines, notice of defects, cancellation, or claims for price reduction) shall be submitted in writing, i.e. in written or text form (e.g. letter, e-mail, facsimile). Legal form requirements and further documentary proof, in particular in cases of doubt regarding the legitimation of the declaring party, shall remain unaffected.
1.6. Any reference to the validity of statutory provisions is made solely for the purpose of clarity. Therefore, the statutory provisions shall apply even without such clarification being made, unless they are specifically modified or explicitly excluded in these present General Terms & Conditions.
Article 2 – Quotations and Conclusion of Contract
2.1. The quotations submitted by SPECTRAMI are subject to change and not binding. Orders for the supply of SPECTRAMI goods or services by the Customer shall be deemed a binding offer of contract. A contract shall not be deemed concluded until SPECTRAMI has confirmed the order in writing, at the latest upon acceptance of the goods or services by the Customer. Unless otherwise specified in the order, SPECTRAMI is authorised to accept this offer of contract within 14 days after receipt by SPECTRAMI. Acceptance may be declared in writing (e.g. by written order confirmation) or by supply of the goods or performance of the services to the Customer.
2.2. The Customer agrees to comply with the national, European, and international anti-terrorism legislation as valid from time to time and the national (AWG/AWV – German Foreign Trade Law/Foreign Trade Regulations) and European (Dual-Use-VO 1334/2000 as valid from time to time) export control regulations. Furthermore, the Customer agrees to observe the US Export Administration Regulations (EAR) and sanctions (OFAC) with regard to the goods and/or technical data to which the US regulations apply. Should the aforementioned regulations require an authorisation by the competent authorities, the Customer agrees to procure such authorisation at his own expense and to inform SPECTRAMI accordingly.
Article 3 – Delivery and Performance
3.1. SPECTRAMI shall only be obliged to observe the agreed delivery dates if SPECTRAMI has explicitly and in writing stated these dates to be binding. Agreed delivery dates shall be deemed complied with if the contractual product was handed over to the forwarding agent on the agreed delivery date, unless an agreement to the contrary was explicitly laid down in writing. The time for delivery is agreed from case to case and specified by SPECTRAMI with acceptance of the order. Should this not be the case, the delivery time shall be approx. 2 weeks from the date of conclusion of the contract.
3.2. Non-compliance with specified delivery dates shall not release a Customer wishing to withdraw from the contract or claim damages for non-performance from his obligation to set a new reasonable deadline.
3.3. SPECTRAMIT explicitly reserves the right to supply reasonably acceptable part deliveries within the specified delivery times and to issue the corresponding invoices, provided this does not involve any disadvantages for use.
3.4. If the failure to deliver is attributable to the manufacturer’s inability, both parties shall be entitled to withdraw from the contract if the agreed delivery date is exceeded by more than three months.
3.5. SPECTRAMI shall not be held liable for delay or impossibility of delivery unless SPECTRAMI or its agents are responsible. Events of force majeure or other unforeseeable circumstances for which SPECTRAMI is not responsible, such as acts of government, non-issue of official authorisations, any kind of industrial dispute, sabotage, raw material shortage, delays in raw material supplies beyond the control of SPECTRAMI, which prevent SPECTRAMI from meeting its contractual obligations, shall cause the delivery period to be extended reasonably even within the delay. Should such delay exceed a period of three months, the Customer shall be entitled to withdraw from the contract.
3.6. SPECTRAMI reserves the right to withdraw from the contract if the delivery delay caused by one of the events listed above persists for more than six weeks and this is beyond the control of SPECTRAMI. If the delivery becomes impossible or unacceptable as a result of the above events, SPECTRAMI shall be released from its delivery obligation.
3.7. If the Customer fails to meet his obligations to cooperate with SPECTRAMI, SPECTRAMI shall be released from its obligation to perform in this respect. If SPECTRAMI performs nonetheless, the Customer shall be held liable for any costs incurred in this context.
3.8. If SEPCTRAMI is not able to observe binding delivery times for reasons beyond our control (non-availability of the service), SPECTRAMI shall inform the Customer accordingly without delay and at the same time advise him of the expected new delivery date. If the performance is still not available within the new delivery period, SPECTRAMI shall be entitled to withdraw from the contract or from parts thereof; SPECTRAMI shall reimburse the Customer immediately for any compensation already paid by the Customer. Non-availability of the service pursuant to this clause includes, without limitation, late delivery to SPECTRAMI by his suppliers if SPECTRAMI has concluded a congruent cover transaction, neither SPECTRAMI nor our supplier are responsible, or SPECTRAMI in individual cases has no obligation to procure the goods.
3.9. Default of delivery on the part of SPECTRAMI shall be deemed to begin pursuant to the statutory provisions. In any case, however, the Customer shall be obliged to issue a notice to this effect. If SPECTRAMI enters into default, the Customer shall be entitled to claim liquidated damages for default. The amount of liquidated damages shall be calculated on the basis of 0.5% of the net price (delivery value) for each completed calendar week of default, in total however no more than 5% of the delivery value of the late goods/services. SPECTRAMI shall reserve the right to provide proof that the Customer did not suffer a damage, or that the damage suffered was considerably lower than the stated amount of liquidated damages.
3.10. The rights of the Customer pursuant to Clause 8 of these present General Terms & Conditions and the statutory rights of SPECTRAMI, in particular in the event of an exclusion of the obligation to perform (e.g. for impossibility or unacceptability of performance and/or cure), shall remain unaffected.
Article 4 – Shipping and Risk
4.1. Delivery shall be ex warehouse, which is also the place of performance for the delivery and any subsequent cure of defects. The goods may be shipped to a different destination at the request and expense of the Customer (Delivery by carrier). Unless otherwise agreed, SPECTRAMI is entitled to determine the type of shipment (including, without limitation, carrier, transport route, packaging) at its own discretion. Shipping costs shall be payable by the Customer. At the request and expense of the Customer, the shipment can be insured against breakage, transport, and fire damage.
4.2. Negligible defects that have no bearing on the functionality of the object of delivery shall not justify a refusal by the Customer to accept delivery.
4.3. The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon delivery at the latest. In the case of delivery by carrier, however, the risk of accidental loss and accidental deterioration of the goods and the risk of delay shall pass to the carrier, the forwarding agent, or any other individual or organisation designated to execute the delivery, already at the time of delivery of the goods. If an acceptance inspection has been agreed, risk shall transfer upon declaration of acceptance. Moreover, the agreed acceptance inspection shall be subject to the statutory provisions of the legislation relating to contracts for work and services. If the Customer fails to declare acceptance, the goods will be deemed delivered and/or accepted. The provisions laid down in Clause 4.1. shall also apply to the return of goods to the Customer following rectification of defects and/or invoiced services.
Article 5 – Terms of Payment
5.1. The purchase price and the compensation for ancillary services are due and payable within 14 days from the date of the invoice and delivery or acceptance of the goods. However, SPECTRAMI shall at all times, also within the scope of an ongoing business relationship, have the right to execute deliveries or parts thereof after prepayment only. SPECTRAMI shall advise the Customer to this effect together with the order confirmation at the latest.
5.2. Upon expiry of the above payment period, the Customer shall be in default of payment. For the duration of the default, the purchase price shall be subject to the statutory default interest rates as valid from time to time. SPECTRAMI reserves the right to claim further damages for default. In dealings with merchants, SPECTRAMI’s right to charge regular commercial due date interest (Sec. 353 HGB – German Commercial Code) shall remain unaffected.
5.3. The issuance of cheques and bills of exchange shall only be regarded as payment after clearance by the bank. Acceptance of a bill of exchange shall invariably require a prior written agreement with SPECTRAMI. The acceptance of bills shall be subject to the bank’s discount charges and collection fees. They are payable immediately in cash.
5.4. If the Customer is in default of payment, SPECTRAMI is entitled to charge dunning costs. These costs shall be staggered by dunning level (1, 2 or 3), i.e. EUR 5.00, EUR 7.50, and EUR 10.00.
5.5. The Customer shall only have a right to set off or withhold payments insofar as his claim has been acknowledged by declaratory judgement or if the claim is uncontested. In the event of defective delivery, the Customer’s reciprocal rights, in particular pursuant to Clause 7 (3) sentence 4 (no. 7.3.) of these present General Terms & Conditions, shall remain unaffected.
5.6. SPECTRAMI reserves the right to revise prices within reasonable limits to account for an increase in costs – in particular as a result of price increases on the part of suppliers or due to exchange rate fluctuations – that may occur after conclusion of the contract. SPECTRAMI shall submit the relevant documentary proof of such price increases to the Customer at the latter’s request.
5.7. If the Customer fails to declare acceptance on time, fails to cooperate, or if the delivery by SPECTRAMI is delayed for any other reasons for which the Customer is responsible, SPECTRAMI shall be entitled to request reimbursement for any damage resulting therefrom, including extra costs (e.g. storage costs). In this case SPECTRAMI shall charge a lump-sum compensation in the amount of 1% of the invoice amount per month, beginning with the delivery deadline or – in lack of a delivery deadline – upon notification that the goods are available for shipment. Proof of a higher level of damage and statutory claims on the part of SPECTRAMI (in particular reimbursement for extra costs, appropriate compensation, termination) shall remain unaffected; however, the lump-sum compensation shall be set off against further monetary claims. The Customer shall have the right to prove that SPECTRAMI did not suffer any damage, or that the damage suffered was considerably lower than the aforementioned lump-sum compensation.
5.8. SPECTRAMI is entitled to use payments by the Customer to settle the latter’s older debts. If costs and/or interest have already accrued in this context, SPECTRAMI shall be entitled to set off payments first against those costs, then against the interest, and finally against the principal amount.
5.9. If it is established after conclusion of the contract (e.g. if an application has been filed to start insolvency proceedings) that SPECTRAMI’s claim for compensation is in jeopardy due to the Customer’s inability to meet his payment obligations, SPECTRAMI shall be entitled, pursuant to the statutory provisions on refusal to pay and, if applicable, after setting a deadline, to withdraw from the contract (Sec. 321 BGB). In contracts on the manufacture of non-fungible goods (custom-made items) SPECTRAMI shall be entitled to declare withdrawal with immediate effect; the statutory provisions regarding a waiver of notification of a deadline remain unaffected.
Article 6 – Reservation of Title
6.1. Until full payment has been made for all current and future claims on the part of SPECTRAMI arising from the contract of sale and an ongoing business relationship (secured claims), SPECTRAMI reserves title of the sold goods.
6.2. In the event of a violation of the contract on the part of the Customer, including but not limited to delays in payment, SPECTRAMI is entitled to recover the goods after issuing a reminder, and the Customer is obliged to surrender the goods.
6.3. Assertion of a claim for retention of title and the attachment of the delivered goods by SPECTRAMI shall not be deemed withdrawal from the contract unless the regulations governing consumer contracts apply or unless explicitly stated in writing by SPECTRAMI. Furthermore, in dealings with merchants, legal entities organised under public law, or special funds under public law, the following provisions shall also apply.
6.4. The Seller reserves title of the goods until all claims on the part of the Seller against the Buyer arising from the business relationship, including future claims from contracts concluded simultaneously or at a later date, have been settled. This shall also apply if individual or all claims on the part of the Seller have been incorporated in a current invoice and the balance has been drawn and acknowledged.
6.5. The Customer is entitled to resell the delivered items in the course of normal business; however, he now already assigns to SPECTRAMI all receivables in the amount of the purchase price agreed between SPECTRAMI and the Customer (including value-added tax) accrued by the Customer from such re-sale, irrespective of whether the delivered items are re-sold without or after processing. The Customer is authorised to collect these receivables after they have been assigned. Our authorisation to collect these receivables ourselves shall remain unaffected; however, SPECTRAMI agrees not to collect these amounts as long as the Customer duly complies with his payment obligations and is not in default of payment. If this does prove to be the case, SPECTRAMI may request that the Customer disclose the assigned receivables and their debtors, provide all information required to collect the claims, surrender the relevant documentation, and inform the debtors (third parties) of the assignment.
6.6. The Customer shall process or modify the goods for SPECTRAMI. If the objects of delivery are processed together with other items not belonging to SPECTRAMI, SPECTRAMI shall acquire co-ownership in the new item in a ratio reflecting the value of the delivered items to the other objects processed at the time of processing.
6.7. If the delivered items are inseparably merged with other items not belonging to SPECTRAMI, SPECTRAMI acquires co-ownership in the new items in proportion to the value of the delivered items to the other items merged. The Customer shall hold such co-owned items for SPECTRAMI.
6.8. The Customer is not permitted to assign the delivered items, nor to transfer them by way of security. In the event of assignment, and seizure or other provision in favour of a third party, the Customer shall inform SPECTRAMI without delay to this effect and provide SPECTRAMI with all information and documents required to enable us to safeguard our rights. Executory officers and/or third parties must be advised of our ownership.
6.9. SPECTRAMI agrees to release any securities to which it is entitled if requested to do so by the Customer, insofar as their value exceeds that of the secured claims, to the extent not yet paid, by more than 10%.
Article 7 – Warranty
7.1. SPECTRAMI warrants that the contractual products are free from any material defects. Minor deviations from the performance specifications shall not be regarded as defects. The technical data and descriptions in the product information documents alone shall not constitute a guarantee for a specific property. Agreed properties must be confirmed by SPECTRAMI in writing. The contractual products are manufactured with due diligence. However, the parties are aware of the fact that depending on the state of the art it may not be possible to entirely rule out errors in the software under all application conditions.
7.2. The Customer’s claims for rectification of defects are subject to his having complied with his statutory obligations to check the goods and give notice of any non-conformities (Sections 377, 381 HGB). If a defect is ascertained at delivery, during goods inspection, or at any other later point in time, the Customer shall notify SPECTRAMI thereof immediately in writing. In any case, written notice for apparent defects must be given within 6 workdays of delivery, and for defects not immediately visible upon inspection, within the same period from the detection of such defect. If the Customer fails to duly inspect the goods and/or give notice of defect, any liability on the part of SPECTRAMI for the defect not reported or not reported within the period stated or not reported correctly shall be excluded pursuant to the relevant statutory provisions.
7.3. In the event of a justified claim for rectification of defects, SPECTRAMI shall be given two opportunities to rectify the defect. If such rectification is not feasible, or if SPECTRAMI refuses to rectify despite the Customer’s having set a reasonable deadline, the Customer shall have the right to withdraw from the contract or to reduce the purchase price. SPECTRAMI shall be entitled to make rectification dependent on the Customer’s payment of the amount due. However, the Customer is entitled to retain part of the payment in a reasonable proportion to the defect. The Customer shall grant SPECTRAMI the necessary time and opportunity to rectify the defect, in particular to surrender the faulty goods for the purpose of inspection. If a replacement delivery is made, the Customer shall return the faulty items to SPECTRAMI in accordance with the statutory provisions. Rectification of the defect does not include disassembly of the faulty items or re-installation if SPECTRAMI was originally not obliged to perform the installation.
7.4. If the Customer undertakes improper modifications and repair work, SPECTRAMI shall not be held liable for any consequences resulting therefrom.
7.5. The warranty shall not apply to any defects including, but not limited to, defects or damage attributable to: normal and operational wear and wear, improper use, operator errors, operation using incorrect current or voltage, fire, lightning strokes, explosions, any kind of humidity. The warranty shall furthermore be forfeited if serial numbers, type designations or similar identification marks are removed or obscured.
7.6. Our warranty services are provided from our warehouse in Neu-Isenburg/Hessen. Any costs and risks during shipment or collection shall be for the Customer’s account.
7.7. The necessary expenses for inspection and rectification of defects, including but not limited to costs for transport, travel, labour, and materials as well as disassembly and installation costs if applicable, shall be borne by SPECTRAMI or reimbursed to the Customer pursuant to the statutory provisions, provided a defect is actually ascertained. Otherwise SPECTRAMI may request the Customer to reimburse SPECTRAMI for any costs incurred in connection with the unjustified request for rectification of defects (in particular inspection and transport costs), unless it was not possible for the Customer to recognise the non-existence of a defect.
7.8. Any claims for damages on the part of the Customer or claims for reimbursement of costs expended to no avail are, even if defects do in fact exist, subject to Clause 8 and are excluded in all other respects.
Article 8 – Liability
8.1. Unless otherwise specified in these present General Terms & Conditions including the provisions below, SPECTRAMI’s liability for violations of contractual and non-contractual obligations shall be subject to the statutory provisions.
8.2. SPECTRAMI shall assume liability for damages – irrespective of the legal ground – within the framework of tortious liability in cases of intent and gross negligence. In cases of simple negligence, SPECTRAMI shall assume liability subject to a lower standard of liability in accordance with the statutory provisions (e.g. for due diligence in their own matters) only
8.2.1. for claims arising from death, bodily injury, or damage to health,
8.2.2. for claims arising from a non-negligible violation of a material contractual obligation (obligation the fulfilment of which is crucial to the proper implementation of the contract in the first place and which the contractual partner regularly relies on and is entitled to rely on); in this case SPECTRAMI’s liability, however, is limited to replacement of the foreseeable damage that may typically occur.
8.3. The limitations of liability as specified in Clause 8.2. shall also apply to violations of obligations by or to the benefit of individuals whose culpability is the responsibility of SPECTRAMI in accordance to the statutory provisions. These limitations shall not apply in cases where SPECTRAMI has fraudulently concealed a defect or assumed a warranty for the properties of the goods and for customer claims pursuant to the Product Liability Act.
8.4. In the event of a violation of obligations that does not consist of a defect, the Customer may only withdraw from or terminate the contract if SPECTRAMI is responsible for such violation. A free right of termination on the part of the Customer (in particular as laid down in Sections 651, 649 BGB) is excluded. All other cases shall be subject to the statutory requirements and legal consequences.
Article 9 – Limitation Periods
9.1. Contrary to Sec. 438 (1) no. 3 BGB the general limitation period for claims from material defects and defects of title is agreed to be one year from delivery. If an acceptance inspection has been agreed, the limitation period shall begin upon declaration of acceptance of the goods. This shall be without prejudice to other special statutory regulations regarding limitation periods (in particular Sec. 438 (1) no. 1, (3), Sec. 444, 445b BGB).
9.2. The above limitation periods laid down in sales law shall also apply for contractual and non-contractual customer claims for damages based on defective goods, unless the application of the regular statutory limitation period (Sec. 195, 199 BGB) would in individual cases result in a shorter limitation period. Customer claims pursuant to Clause 8.2. sentence 1 and sentence 2 (8.2.1.) and subject to the Product Liability Act, however, shall be subject solely to the statutory limitation periods.
Article 10 – Software Use
10.1. The Customer shall be granted a simple right of use for the software programmes purchased. Rights of use are only awarded to the extent that this is indispensable in order to implement the object of the contract. The transfer of any further rights shall be subject to SPECTRAMI’s explicit written confirmation. Copyrights are owned by the manufacturers. Where custom designs developed by SPECTRAMI require alternative provisions, such provisions must be laid down in writing.
10.2. SPECTRAMI shall assume no liability that the contractual products to not violate any third-party intellectual property rights or copyrights. The Customer shall notify SPECTRAMI immediately of any claims asserted against the latter on these grounds and, at the request of SPECTRAMI, support SPECTRAMI in warding off any such claims.
Article 11 – Export and Import Licences
11.1. Products and technical know-how supplied by SPECTRAMI are intended for use solely in the country of destination agreed with the Customer. Re-exportation of contractual products – as individual products or as system-integrated components – by the Customer shall be subject to approval and to the export regulations valid in the Federal Republic of Germany and/or the country of destination agreed with the Customer. The Customer is responsible for obtaining the necessary information on these regulations in accordance with the German provisions from the Bundesausfuhramt (Federal Office of Economics and Export Control).
11.2. Any forwarding of contractual products by the Customer to third parties, with or without the knowledge of SPECTRAMI, shall require the concurrent forwarding of the export licence terms. The Customer shall be held liable vis-à-vis SPECTRAMI for due compliance with these terms.
Article 12 – Obligations pursuant to the Electrical and Electronic Equipment Act (ElektroG)
12.1. The Customer assures SPECTRAMI that he will full comply with his obligations pursuant to the Electrical and Electronic Equipment Act (ElektroG).
12.2. After expiry of the term of use, the Customer shall assume the obligation to duly dispose of the supplied goods at his own expense in accordance with the statutory provisions. The Customer shall hold SPECTRAMI harmless from the obligations laid down in Sec. 10 (2) ElektroG (manufacturer’s duty to take back products) and from any related claims asserted by third parties.
12.3. The Customer shall contractually oblige third-party business partners to whom he forwards the goods to dispose of these goods after expiry of the term of use at the latter’s expense pursuant to the statutory provisions, and to oblige these partners to impose the same obligation for any further forwarding of the goods. Failure by the Customer to impose this obligation on third parties to whom he has forwarded the supplied goods shall oblige the Customer to take back the goods at his own expense after expiry of use and dispose of them in accordance with the statutory requirements.
12.4. As the goods supplied are classified as intended for commercial use only pursuant to ElektroG, the Customer shall on no account pass these goods or parts thereof on to private third parties.
Article 13 – EC Import Sales Tax
13.1. If the Customer’s registered place of business is outside of Germany, he is obliged to comply with the regulations on import sales tax in the European Union. This includes, without limitation, the obligation to communicate the VAT registration number to SPECTRAMI without a specific request to do so.
13.2. The Customer is obliged to reimburse SPECTRAMI for any expenses – including, without limitation, any administrative fees – that SPECTRAMI may incur as a result of inadequate or incorrect import sales tax information supplied by the Customer.
13.3. SPECTRAMI shall not be held liable for any consequences attributable to the Customer’s import sales tax information and/or the relevant data, except in the case of intent or gross negligence on the part of SPECTRAMI.
Article 14 – Place of Performance and Place of Jurisdiction
14.1. The place of performance is the premises of SPECTRAMI in Neu-Isenburg.
14.2. If the Customer is a registered merchant, a legal entity organised under public law, or a special fund under public law, any dispute arising from the contract shall be referred to the competent court of law at the statutory place of business of SPECTRAMI. SPECTRAMI is also entitled to refer the case to the court of law at the Customer’s statutory place of business. Any legal provisions having priority, in particular with regard to exclusive jurisdictions, shall remain unaffected.
14.3. This contract shall be governed exclusively by German law; the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded, even if the Customer’s statutory place of business is outside of Germany.
Article 15 – Miscellaneous
15.1. Any transfer of the Customer’s rights and obligations from the contract concluded with SPECTRAMI shall require SPECTRAMI’s written confirmation in order to be effective. The same shall also apply for any waiver of such written confirmation.
15.2. Should individual clauses of these present General Terms & Conditions prove to be or become invalid, this shall have no bearing on the validity of the remaining clauses. In this case the parties shall replace the invalid clause by a mutually agreeable provision best reflecting the original commercial intentions of the invalid clause. The same shall apply accordingly for the correction of any omissions in these General Terms & Conditions.
15.3. SPECTRAMI is entitled to name the Customer as a reference within the framework of SPECTRAMI marketing activities.