Terms & Conditions
General Terms and Conditions of Service
Section 1 Scope
(1) These General Terms and Conditions of Service (GTC) apply exclusively to all contracts we have with customers for our deliveries and services and related pre-contractual obligations, unless otherwise agreed in writing. This includes contracts made through our web shop at http:// https://powerwarehouse.co.uk. Other terms and conditions do not become part of the contract, even if we do not object to them. This also applies if we provide services to the customer despite conflicting or deviating conditions or if they are mentioned in individual correspondence.
(2) For ongoing business relationships, our GTC shall apply exclusively in the version that can be accessed by the customer here on the website, unless otherwise agreed in writing. Customers can request a printed version of the GTC for free.
Section 2 Web shop: Registration; handling passwords; voluntariness and revocability
(1) Registration is required to use our web shop.
(2) Customers must provide the information requested during registration and any necessary evidence, particularly for commercial or freelance work. They must only provide truthful and complete information and update it if it changes.
(3) Our web shop is a voluntary service that we can change or discontinue at any time. Customers are not entitled to use of the web shop. Registration can be rejected or revoked at our discretion, but not unreasonably. Orders already placed will not be affected by a possible revocation.
(4) Customers must submit a registration application through the web shop, which will be checked and approved after a positive review. If a customer does not receive a notification/activation message from us, they can contact email@example.com.
(5) During registration, customers receive an e-mail with a link to the login page, their username, and must set their own password for their first use of the web shop (referred to as access data).
(6) Customers are responsible for keeping their access data secret and protecting it from unauthorized access. Any loss of password or misuse of an account must be reported immediately. Customers must also obligate their employees accordingly. Customers are ultimately responsible for actions taken under their user accounts, particularly orders.
(7) Customers also agree that correspondence with us can take place through the e-mail address provided during registration. Customers must ensure availability through this e-mail address.
(8) If a customer violates any of these obligations, we have the right, but not the obligation, to request compliance with contractual obligations or to supplement or correct data. Depending on the severity of the violation, we also have the right, but not the obligation, to block the user account, but this authority may not be exercised unreasonably.
Section 3 Conclusion of contract, offer documents, further information
(1 ) Our offers are subject to change and non-binding, unless the offer has been designated as binding in writing. The customer is bound to declarations regarding the conclusion of contracts (contract offers) for two weeks.
(2) A legal obligation only comes about through a contract signed by both parties and our written order confirmation, as well as through the fact that we begin to provide the contractual service. We can request written confirmation of verbal contractual declarations by the customer.
(3) The product presentations in the web shop do not represent any binding sales offers on our part. By clicking on the “Order button”, the customer places the goods in a virtual shopping cart. By clicking the “Send order” button, the customer submits a binding purchase offer. A contract between the customer and us only comes into effect when we accept the customer's order in writing (order confirmation) or when we begin to provide the service in accordance with the contract.
(4) Our written acceptance of the binding purchase offer (order confirmation) can also be sent by email. The confirmation of receipt of the purchase offer by us (order confirmation), which the customer receives immediately after sending his order, does not constitute acceptance of the purchase offer.
(5) Unless otherwise indicated or agreed, all information provided by us is limited to the time of retrieval by the customer, as information, offers and prices are constantly updated by us.
(6) We reserve the property rights and copyrights to illustrations, drawings, calculations, tools and other documents. This also applies to such written documents that are marked as "confidential". Before passing them on to third parties or using them for third parties, the customer requires our express written consent.
(7) The contractual partners undertake to return or destroy the documents, papers and information received as part of the cooperation as well as all copies made upon request.
Section 4 Subject matter of the contract, guarantees, changes in performance, EL images
(1) The contract signed by both parties or our order confirmation is decisive for the scope, type and quality of the deliveries and services, otherwise our offer. For orders via the web shop, our order confirmation is decisive for the purchase offer made by the customer. Other information or requirements only become part of the contract if the contractual partners agree to this in writing or if we have confirmed them in writing. Subsequent changes to the scope of services require a written agreement or our express written confirmation.
(2) Product descriptions, illustrations and technical data are performance descriptions, but not guarantees. A guarantee requires an express written declaration. As far as guarantees are mentioned in offers, these are exclusively manufacturer guarantees. Any claims arising from this must be asserted against the respective manufacturer. Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing.
(3) We reserve the right to make minor changes in performance, provided these are insignificant changes in performance that can be reasonably expected of the customer. Customary deviations in quality, quantity, weight or other deviations must be accepted by the customer, even if he refers to brochures, drawings or illustrations when ordering, unless expressly agreed as a binding quality. We would also like to point out that there may be technical deviations in the performance data, especially about colour differences and the frame height and size of the modules.
(4) The release of EL images of solar module production is not part of the contract.
Section 5 Time of performance, delays, partial performance, place of performance
(1 ) Information on times of delivery and performance is non-binding unless we have designated them in writing as binding. All delivery and service deadlines are subject to the correct and timely delivery to ourselves. Delivery periods begin when we send the order confirmation, but not before all commercial and technical questions between the customer and us have been clarified and the customer has fulfilled all his obligations (e.g., obtaining necessary official permits or making agreed down payments).
(2) Delivery and service deadlines are extended by the period in which the customer is in default of payment under the contract and by the period in which we are prevented from delivering or performing the service due to circumstances for which we are not responsible, and a reasonable start-up time after the end of the impediment. These circumstances also include force majeure, in particular a shortage of raw materials on the relevant raw material markets, delays by our suppliers and labour disputes. Deadlines are also extended by the period in which the customer does not cooperate, e.g., does not provide information, does not deliver an order or does not make employees available.
(3) If the contractual partners subsequently agree on other or additional services that affect agreed deadlines, these deadlines are extended by a reasonable period of time.
(4) If, at the request of the customer, a postponement of delivery dates or dates for the provision of services is agreed, we are entitled to demand payment at the point in time at which it would have been due without the postponement. The agreement on the postponement of such dates must be in writing.
(5) Reminders and deadlines set by the customer must be in writing to be effective. A grace period must be reasonable. A period of less than two weeks is only appropriate in the case of particular urgency.
(6) We can provide partial services as long as the delivered parts are useful for the customer. We reserve the right to make excess or short deliveries of up to 5% of the scope of delivery.
(7) Agreed delivery dates are deemed to have been met if the goods have been handed over to the transport person on the agreed delivery date or we have communicated that the goods are actually ready for dispatch.
(8) If we are not (finally) supplied by our supplier, although we have carefully selected him and the order meets the requirements of our delivery obligation, we are entitled to withdraw completely or partially from the relationship with the customer if we give the customer our Notify non-delivery and - as far as permissible - offer the assignment of the claims we are entitled against the supplier to the customer. When selecting our suppliers, we are not liable for slightly negligent fault in selection.
(9) Our registered office is the place of performance, unless otherwise stated or agreed.
Section 6 Packaging, shipping, transfer of risk, insurance
(1) Our deliveries are packaged in a professional and commercially standard manner at the customer's expense.
(2) The risk is transferred to the customer once the product has left our factory or distribution centre. This also applies to partial deliveries, deliveries as part of supplementary performance and if we take on other services, such as shipping costs or delivery. If there is an acceptance that needs to take place in the case of a contract for work and services, the risk is transferred upon acceptance.
(3) We select the shipping method, carrier and transport route, unless the customer provides written specifications. We are only liable for intent or gross negligence in this selection.
(4) Unless otherwise agreed, freight insurance will be taken out for the delivery at the customer's expense. This freight insurance covers reimbursement for goods damaged or lost during transport in the form of a free replacement delivery, including transport (standard delivery) to the original delivery address or as a goods credit by Power Warehouse Ltd.
(5) To claim this insurance benefit, proper documentation of obvious defects (missing quantities, damaged packaging or goods) must be done upon receipt of the goods by the recipient, on the scanner or on the waybill of the transport service provider commissioned by Power Warehouse Ltd.
Section 7 Prices, remuneration, payment, offsetting and prohibition of assignment
(1) All prices are ex-works, unless otherwise agreed upon by the parties. All prices and payments are in euros, plus applicable sales tax and any other statutory charges in the country of delivery, as well as travel expenses, expenses, packaging, shipping and, if applicable, transport insurance.
(2) The prices agreed upon in the contract must be paid. Services are charged at cost.
(3) Our goods are typically only shipped upon receipt of payment. The customer is required to pay for our deliveries and services immediately after the contract is signed, unless otherwise agreed. In exceptional cases, where no advance payment is required, payments are due immediately after the service has been provided and the customer has received the invoice without deduction, unless otherwise agreed, and must be paid within 14 days.
(4) Unless a special agreement is in place, we only accept non-cash payments, such as transfers to our specified bank account. Bills of exchange and checks are generally not accepted, and if they are, they are only accepted as payment. The customer is responsible for paying bill of exchange and discount charges as well as collection charges, which are due immediately. We are not liable for timely encashment or timely protest if we are only guilty of slight negligence.
(5) The customer is allowed to authorize third parties to fulfill their obligations to us. If the third party performs in the way the customer is obligated to perform towards us, we accept the performance of the third party as contractual performance by the customer.
(6) In the event of non-payment, the customer must pay interest in accordance with Section 288 (2) of the German Civil Code. The right to claim further damages caused by delay remains unaffected.
(7) If the customer is in default for more than 30 calendar days, protests bills of exchange or checks, or if an application is made to open insolvency proceedings against their assets or similar proceedings under another legal system, we are entitled to claim all claims against the customer due immediately, withhold all deliveries and services and assert all rights from retention of title. The customer may only offset claims that have been legally established or are undisputed by us.
(8) The customer must obtain written consent from us before assigning claims from the contract to third parties. The customer is only entitled to a right of retention or to claim that the contract has not been fulfilled within the respective contractual relationship.
(9) In the event of unforeseen circumstances beyond our control that significantly impact the agreed price, we reserve the right to adjust the price to take into account these circumstances. This includes changes in laws, official measures, price increases from our upstream suppliers, and currency fluctuations. The adjusted price will be based on the same calculation as the original agreement and is not intended to increase profits.
(10) If we receive unfavourable information about the customer's financial situation or creditworthiness after the contract is concluded, we reserve the right to make processing and delivery dependent on a reasonable advance payment by the customer, or a security deposit or bank guarantee if advance payment is not required.
Section 8: Retention of Title
(1) We retain ownership of the delivered item until all payments from the business relationship with the customer have been received. This retention of title also applies to the recognized balance, in cases where we have recorded claims against the customer in a current account (current account reservation).
(2) If the customer breaches the contract, particularly in the event of default in payment, we reserve the right, after providing a reasonable deadline, to retake possession of the delivered item. The customer is then obligated to surrender it to us. Retaking possession of the delivered item by us shall only constitute withdrawal from the contract if we explicitly state this. The seizure of the delivered item shall always constitute withdrawal from the contract. In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit. If the third party is unable to reimburse us for the court or out-of-court costs of a lawsuit, the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the delivered item in the ordinary course of business. However, the customer assigns to us all claims that accrue to them from the resale against their customers or third parties but limited to the amount of the final invoice amount (including VAT) of our delivery of goods. This applies regardless of whether the delivered item has been resold without or after processing. The customer is authorized to collect this claim even after its assignment. However, we remain entitled to collect the claim ourselves, but undertake not to collect the claim as long as the customer duly meets their payment obligations and is not in default of payment. In this case, we reserve the right to request
(4) The processing or transformation of the delivered item by the customer shall always be carried out on our behalf. If the delivered item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in relation to the value of the delivered item to the other processed items at the time of processing. The same shall apply to the item resulting from processing as to the reserved goods.
(5) If the delivered item is inseparably connected or mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in relation to the value of the delivered item to the other connected or mixed items at the time of connection or mixing. If the connection or mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer shall keep sole ownership or co-ownership for us.
(6) The customer also assigns to us the claims to secure our claims against them, which accrue to them against a third party through the connection of the delivered item with real estate.
(7) We undertake to release the securities to which we are entitled at the customer's request if their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
(8) The above regulations of Section 7, (1) - (7) shall not apply to prepayment agreed and paid by us with the customer (both initially and subsequently). If the customer makes full advance payments, ownership of the delivered item paid for with the advance payment shall pass to the customer, with the handover or agreement of a constitution of ownership to the customer.
Section 9: Contract Binding and Contract Termination
(1) In the event of a breach of duty on our part, the customer may prematurely terminate the exchange of services, in addition to the statutory requirements, only under the following conditions:
- a) The breach of contract must be specifically reprimanded, and the elimination of the disruption must be demanded by setting a reasonable deadline. If the disruption is not eliminated within the specified time frame, the customer must inform us that no further services relating to the fault reported will be accepted and the exchange of services will therefore be partially or completely terminated.
- b) The deadline for eliminating the disruption must be reasonable. A period of less than two weeks is only appropriate in the case of urgency. In the event of a serious and final refusal to perform or under other legal requirements, the setting of a deadline can be omitted.
- c) The termination of the exchange of services (in part or in full) due to the non-elimination of the disruption can only be declared within three weeks of the expiry of this period. The deadline is suspended for the duration of negotiations.
(2) The customer can only request the reversal of the contract due to a delay in performance if we are solely or predominantly responsible for the delay, unless the customer cannot reasonably be expected to adhere to the contract due to the delay due to a weighing of interests.
(3) All declarations in this context must be made in writing to be effective.
(4) The termination according to Section 649 BGB remains permissible according to the legal regulations.
(5) We reserve the right to terminate the contractual relationship with immediate effect if the customer has provided incorrect information about the facts affecting their creditworthiness or has finally stopped their payments or proceedings are underway against them for the submission of an affidavit or if their assets are subject to insolvency proceedings or similar proceedings have been opened under a different legal system or an application has been made to open such proceedings, unless the customer pays in advance immediately. Furthermore, we reserve the right to terminate the contractual relationship with immediate effect if the customer has to pay in advance and is at least 14 days in arrears.
Section 10: General Obligations of the Customer
(1) The customer is obligated to have all of our services inspected by a competent employee immediately after delivery or provision and to report any recognizable and/or recognised defects immediately in writing with a precise description of the error, in accordance with Section 1 (1) and the provisions of commercial law.
(2) The customer acknowledges that we are dependent on the comprehensive cooperation of the customer for the successful and timely implementation of the services we owe. Therefore, the customer undertakes to provide all necessary information required for proper performance of the service in a timely and complete manner.
(3) The customer undertakes to thoroughly test our services for usability in the specific situation and to subject them to a functional test before assembly, further delivery, etc. This also applies to delivery items that the customer receives free of charge as an accessory or as part of the warranty.
(4) The customer must back up data that may be affected, negatively influenced or endangered by our services at appropriate intervals, but at least once a day, in machine-readable form and ensure that it can be restored with reasonable effort.
(5) The customer shall take appropriate precautions in the event that we do not provide our services properly in whole or in part (e.g., through fault diagnosis, regular checking of the results, emergency planning).
(6) The customer must refrain from any improper use of the web shop, comply with the applicable laws and not infringe on the rights of third parties. In particular, the use of programs, program functions or comparable technical devices to enable the use of the account by bypassing the user interface (e.g. through scripts, robots, posting automatisms), electronic attacks (e.g. hacking attempts, brute force attacks) of any kind on our network or the web as well as the loading of defective data/programs (e.g. virus programs, Trojans or spyware) or use in a way that negatively affects the availability of the web shop for other customers is prohibited.
Section 11: Restrictions on Use, Exemption
(1) Unless otherwise expressly agreed in writing, our services are not intended for use in life-sustaining or life-supporting devices and systems, nuclear plants, military purposes, aerospace or for other purposes in which a failure of the product could reasonably be considered life-threatening or cause catastrophic consequential damages.
(2) If the customer violates paragraph 1, this is at their own risk and the sole responsibility of the customer. The customer hereby fully indemnifies and holds us harmless from any liability based on the use of goods in such contexts upon first request, including the costs of appropriate legal defense.
Section 12: Material Defects
(1) Our services have the agreed quality and are suitable for the contractually stipulated use, in the absence of an agreement for normal use. Unless otherwise expressly agreed, our services shall only be free of defects according to the state of the art. The customer is solely responsible for determining the suitability and safety of our services for their intended application. An insignificant reduction in quality shall not be taken into account.
(2) The warranty is excluded in the following cases:
If our products are not properly stored, installed, commissioned or used by the customer or third parties
With natural wear and tear
In case of improper maintenance
When using unsuitable equipment
For damage caused by repairs or other work by third parties that have not been expressly approved by us.
The burden of proof regarding the non-existence of these reasons for exclusion lies with the customer. The customer's rights to defects also presuppose that they have properly complied with their notification and inspection obligations in accordance with Section 10 (1) and have notified hidden defects in writing immediately after discovery.
(3) In the case of material defects, we shall first provide supplementary performance. Subsequent performance shall be carried out at our discretion by eliminating the defect, by delivering goods or providing services that do not have the defect, or by showing ways of avoiding the effects of the defect. Due to a defect, at least two attempts at rectification shall be accepted. An equivalent new product version or the equivalent previous product version that does not have the defect shall be accepted by the customer as supplementary performance if this is reasonable for them.
(4) The customer shall support us in the analysis of errors and the elimination of defects by specifically describing any problems that arise, providing us with comprehensive information and granting us the time and opportunity required to eliminate the defects.
(5) If we incur additional costs because our services have been changed or used incorrectly, we can demand reimbursement of these expenses. We can demand reimbursement of expenses if no defect is found. The burden of proof lies with the customer. If the expenses required for the purpose of remedying the defect increase, in particular transport, travel, labour and material costs, we shall not bear these if the expenses increase because the customer has subsequently taken the delivery item to a different location than the delivery address unless the shipment corresponds to its contractual and intended use. Personnel and material costs that the customer claims due to the defectiveness of our services shall be calculated on the basis of cost price.
(7) Defective goods may only be returned to us for the purpose of supplementary performance with our prior written consent in accordance with our existing rules for this. The risk of accidental loss or deterioration of the goods shall only pass at the time of acceptance by us at our place of business. We are entitled to refuse returns of goods without prior agreement.
(8) If we definitively refuse supplementary performance or if it ultimately fails or is deemed unreasonable for the customer, the customer has the option to terminate the contract in accordance with the legal regulations outlined in Section 9, or to seek a reduction in the remuneration in addition to claiming damages or reimbursement of expenses in accordance with Section 14. These claims shall expire in accordance with Section 15.
Section 13. Defects of title
- Unless otherwise agreed upon, we are required to provide our services free of any industrial property rights and copyrights of third parties (hereinafter referred to as "property rights") solely within the country of the place of delivery. In the event that a third party raises legitimate claims against the customer due to the infringement of property rights through the services provided by us and used in accordance with the contract, we shall be liable to the customer within the period specified in Section 15 as follows:
- We will, at our discretion and at our own expense, either obtain a right of use for the relevant services, modify them in such a way that the property rights are not violated, or replace them. If this is not possible for us under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or price reduction. The customer cannot demand compensation for futile expenses.
- Our obligation to pay damages is based on the statutory provisions of Section 14.
- Our aforementioned obligations only exist if the customer informs us immediately in writing of the claims asserted by the third party, refrains from acknowledging an infringement, and we reserve the right to take all defensive measures and negotiate settlements. If the customer discontinues the use of the delivery for damage reduction or other important reasons, they are obliged to inform the third party that the cessation of use does not constitute an acknowledgment of an infringement of property rights.
- Customer claims are excluded if they are responsible for the infringement of property rights. Claims by the customer are also excluded if the infringement of property rights is caused by special specifications by the customer, by an application that we could not foresee, or by the fact that the delivery was altered by the customer or used together with products not supplied by us.
- The provisions of Section 12 apply accordingly.
- Claims of the customer against us and our vicarious agents that go beyond or differ from those regulated here due to a defect in title are excluded.
Section 14, Liability
- We shall pay damages or compensation for wasted expenses, regardless of the legal reason (e.g. from legal or similar obligations, material defects and defects of title, breach of duty and tort) only to the following extent and only if we are at fault (intent or negligence) exists:
- Liability for intent and guarantee is unlimited.
- In the event of gross negligence, we are liable for the amount of the typical and foreseeable damage.
- In other cases, we are only liable in the event of a breach of an essential contractual obligation, in the event of claims for defects and in the event of delay, namely for compensation for the typical and foreseeable damage. Liability in this regard is limited per case of damage to twice the agreed remuneration for the order affected by the damage and to three times the order value for all cases of damage arising from this contractual relationship. According to case law, essential contractual obligations (cardinal obligations) are those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely.
- In the event of injury to life, limb and health and in the case of claims under the Product Liability Act, only the statutory regulations shall apply.
- The objection of contributory negligence remains open to us.
Section 15, Statute of Limitations
- The limitation period is:
- one year from delivery of the goods for claims arising from the refund of the purchase price and withdrawal or reduction; however, if these claims are based on defects that have been duly reported without a statute of limitations, but for defects that have been duly reported no less than three months from the submission of the effective declaration of withdrawal or reduction;
- one year for other claims arising from material defects;
- one year for claims arising from defects in title; if the defect of title is a right in rem of a third party, on the basis of which the goods can be reclaimed, the statutory limitation periods apply.
- in the case of other claims for damages or reimbursement of wasted expenses, one year, starting from the point in time at which the customer became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence. The statute of limitations begins at the latest with the expiry of the statutory maximum periods.
- In the case of damages and reimbursement of expenses due to intent, gross negligence, guarantee, fraudulent intent and in the event of injury to life, body and health and claims under the Product Liability Act, the statutory limitation periods always apply.
Section 16 Confidentiality, Data Protection, and Naming as a Reference Customer
- The customer undertakes to keep all items (e.g. documents, information) that we receive or become known to them before or during the execution of the contract, which are legally protected or obviously contain business or trade secrets or are marked as confidential, even after the end of the contract, to be treated confidentially, unless they are publicly known without violating the duty of confidentiality or there is no legally protected interest. The customer must keep and secure these items in such a way that misuse by third parties is excluded.
- The customer shall only make the items subject to the duty of confidentiality pursuant to paragraph 1 accessible to employees and other third parties who need access to carry out their official duties. They shall instruct these individuals about the confidentiality of these items.
- We shall process the customer's data required for business transactions in compliance with data protection regulations. We may name the customer as a reference customer.
- The customer agrees that we obtain information about the customer from credit agencies in order to safeguard our legitimate interests.
Section 17 Export Control Clause
- The customer is obliged to observe and comply with the applicable national and international export control regulations when passing on our goods or the services we provide to third parties. In particular, the export control regulations of the United Kingdom and the United States of America
- Before passing on our goods or services provided to third parties, the customer is obliged to ensure, by means of appropriate tests and measures, that such a transfer or provision does not violate embargo regulations, in particular those of the United Kingdom and the United States of America taking into account any circumvention prohibitions.
- Furthermore, the customer is obliged to observe the provisions of European and US sanctions lists with regard to any business activities with the organizations, persons, and companies listed there. The customer must also ensure that the use or transfer of our goods and services does not serve any military or armaments-related purposes that are prohibited or require a permit, unless the corresponding necessary permits are available.
- If it becomes necessary due to any tests, the customer must immediately provide us with all information about the final destination and recipient as well as the intended use of our delivered goods and services on request.
- The customer indemnifies us in full from all claims which are asserted by the recipient as a result of non-compliance with the aforementioned export control obligations and undertakes to compensate us for the damage and expenses incurred as a result.
Section 18, Social Clause
When determining the amount of any compensation claim to be fulfilled by us from or in connection with this contract, our economic circumstances, type, scope, and duration of the business relationship, any contributions to the cause and/or fault of the customer and a particularly unfavourable installation situation of the goods are appropriate to be considered in our favor. In particular, the replacement services, costs, and expenses that we are to bear must be in reasonable proportion to the value of the supplied part.
Section 19, Written Form
All modifications and additions to the contract must be made in writing in order to be valid. The parties to the contract also fulfil this requirement by sending documents in written or text form, such as fax or email, unless otherwise specified for specific statements. The written form requirement itself can only be repealed in writing.
Section 20, Severability Clause
If any provision of these General Terms and Conditions is or becomes invalid or if these General Terms and Conditions are incomplete, the validity of the remaining provisions shall remain in effect. The contracting parties will replace the invalid provision with a provision that comes as close as possible to the meaning and purpose of the invalid provision in a legally effective manner. The same applies to any gaps in the contract.
Section 21, Choice of Law
The law of the United Kingdom applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Section 22, Jurisdiction
The place of jurisdiction for all disputes arising from and in connection with this contract shall be Birmingham, England, if the customer is a merchant, a legal entity under public law, or a special fund under public law, or if they are equivalent to one, or if they have their registered office or branch abroad. We also reserve the right to bring legal action at the customer's registered office or any other permissible place of jurisdiction.