Valid as of 21st February, 2013
1. Validity/Contract content/Scope of delivery
These General Terms apply exclusively to all, including future, contract relationships, all services, consultation, suggestions and other additional services, including works agreements or contracts governing the supply of work and materials and independent of the form of media (phone, telex, in writing, via e-mail) of the buyer order, as well as the delivery promise by EVG Lufttechnik GmbH. They become an integral part of the contract unless otherwise agreed to on an individual basis in writing.
Conditions or provisions amending any agreement from the buyer are expressly rejected. To be valid, they must be approved in writing by EVG Lufttechnik GmbH. At the latest upon acceptance of the goods or service from EVG Lufttechnik GmbH, the buyer recognises the General Terms of EVG Lufttechnik GmbH. They also apply when the order takes place as a result of an offer by EVG Lufttechnik GmbH. Offers by EVG Lufttechnik GmbH are always non-binding. Verbal agreements and assurances of employees of EVG Lufttechnik GmbH become binding only when confirmed in writing by EVG Lufttechnik GmbH. All agreements made with EVG Lufttechnik GmbH must be in written form to be effective. The requirement of written form may not be waived by a verbal agreement. An agreement to use digital signatures can only reached with EVG Lufttechnik GmbH by means of a written contract.
Information and technical data such as dimensions, weights, figures, descriptions, calculations, drawings, sketches, printing templates, profiles, brochures, advertising material, directories, price lists, other printed material, files, software programs, etc. are only approximately determined, however to the best of our ability. They are non-binding unless specifically indicated as binding. Errors may be corrected by EVG Lufttechnik GmbH without EVG Lufttechnik GmbH being held liable for damage resulting from these errors. The right is reserved to make changes, as long as they do not change the function and suitability of the products of EVG Lufttechnik GmbH, and do entitle the buyer to raise objections or to withdraw.
For the purpose of these General Terms, the "Buyer" is also the "Purchaser" in purchase contracts. If customary business terms are used regarding the type of delivery, the Incoterms from the International Chamber of Commerce in Paris will be used in the version applicable on the date the contract is made.
2. Order and price
The prices confirmed by EVG Lufttechnik GmbH in writing apply, which are net ex works or ex stock plus the respective applicable statutory value added tax and charges for freight/taxes or costs associated with transport including those for letters of credit and/or other documents required to fulfil the contract as well as packaging costs. The packaging should be returned carriage free to EVG Lufttechnik GmbH or to the factory with the exception of disposable packaging. The deduction of discounts requires a separate written agreement. EVG Lufttechnik GmbH reserves the right to increase the agreed price if there are considerable price developments that lie outside of the control of EVG Lufttechnik GmbH or if prices change as a result of supplier changes from the date of order confirmation until the performance of the delivery (e.g. as a result of anti-dumping taxes, variations in exchange rates, currency regulations, an increase in the cost of materials and production). The quantity, metres, weight of the calibrated scales at EVG Lufttechnik GmbH or other calculations usual in the industry are decisive for the calculation.
The price is specified in EUROS and shall be paid to EVG Lufttechnik GmbH in this currency unless otherwise agreed with EVG Lufttechnik GmbH. Otherwise, the agreements retain their validity.
3. Payment conditions/Letters of credit
EVG Lufttechnik GmbH invoices that are immediately due shall be paid, without deduction, by the 15th of the month following the month of delivery. Cheque payments and discountable bills of exchange will only be accepted as payment – and upon agreement – under exclusion of any liability of EVG Lufttechnik GmbH of timely and proper presentation of the bill or any protest shall be ruled out. A deferral of the invoice amount is not connected with this, or with the general acceptance of bills of exchange. In the case of default, EVG Lufttechnik GmbH shall have the right, without the need of further proof, to calculate interest in the amount of 8 % above the applicable interest rate of the German Central Bank.
The receivables due to EVG Lufttechnik GmbH are due immediately regardless of the term of any collected and credited bill of exchange and regardless of any agreed payment terms if the buyer is in default of payment, fails to honour a bill of exchange when due or if other circumstances occur which indicate that the payments due to EVG Lufttechnik GmbH are endangered due to the buyer 's inability to pay. EVG Lufttechnik GmbH shall then have the right to request securities or advance payment for any outstanding deliveries/services deriving from the business relationship. The provisions of law in relation to late payment shall remain unaffected.
The buyer is only entitled to an offset if such counterclaims are undisputed or have been legally upheld.
5. Execution of the deliveries/delivery deadlines and dates/force majeure and other hindrances
The delivery obligation of EVG Lufttechnik GmbH is subject to the compliant and timely delivery of items to it, unless the non-compliant or late delivery is caused by EVG Lufttechnik GmbH. This does not apply if the fault is considered a minor negligence. EVG Lufttechnik GmbH is not bound by the scope and composition of the order with regard to the sequence and timing or delivery. Unless otherwise agreed in writing, every part of the order is an entire delivery.
Delivery terms must be agreed in writing, otherwise information provided regarding delivery times and dates are approximate. They begin with the date that EVG Lufttechnik GmbH accepts the order and are regarded as carried out upon readiness for dispatch if the goods cannot be sent in a timely manner without any fault on the part of EVG Lufttechnik GmbH. All details of the order must have been clarified and all of the buyer's obligations must have been timely fulfilled, e.g.: procurement of all required official certifications, opening of letters of credit, granting of guarantees and/or payment of advanced payments. If the buyer requests any changes after the delivery item has been sent, all costs for making the changes, including any extra costs and personnel costs, shall be paid by the buyer. If additional approvals are required to make the changes requested by the buyer, EVG Lufttechnik GmbH will only be obligated to make these changes after the buyer has submitted the required approvals in writing.
In the case of delivery outside of the Federal Republic of Germany, the buyer must provide the VAT number to be used for taxation purposes. If the goods are taken abroad by the buyer, his agents or by third parties, the buyer shall provide EVG Lufttechnik GmbH with the proof of export necessary for tax purposes. Otherwise, the buyer must pay EVG Lufttechnik GmbH the value added tax on the invoiced amount pursuant to the value added tax rate applicable for domestic deliveries.
In the case of force majeure, EVG Lufttechnik GmbH is entitled to postpone the delivery for the period of the delay plus a suitable run-up time. This also applies if such events take place during an existing delay. Force majeure includes possible monetary, trade and other measures, strikes, lockouts, operational disruption for which EVG Lufttechnik GmbH is not responsible, (such as fire, machine breakdown, raw materials and/or energy shortage), obstruction of transport routes, delays in the import process/customs clearance, war and war-like acts and all other circumstances equally that, without fault of EVG Lufttechnik GmbH, complicate or render the delivery impossible. In this context, it is irrelevant whether these circumstances occur at EVG Lufttechnik GmbH, at one of its supply plants or a sub-contractor. If one of the aforesaid events makes it impossible for one of the contract parties to execute the contract, and in particular if the execution of a substantial part of the contract is delayed for more than 6 months, the said party can request to have the contract cancelled. Claims for damages due to a delivery delay are excluded.
EVG Lufttechnik GmbH shall not be in default as long as the buyer is in default. Goods that have been reported as ready to be sent must be retrieved without delay, otherwise EVG Lufttechnik GmbH shall be entitled, after providing a warning, to either send the goods at the risk and expense of the buyer or, at it's own discretion to store the goods - in the open air if necessary - and to invoice them as delivered. Call orders shall be processed within 180 days of order confirmation. After this time limit, EVG Lufttechnik GmbH is entitled to proceed in accordance with section 9 of the General Terms. Alternatively to the preceding possibilities, upon expiry of a 14-day period, EVG Lufttechnik GmbH can withdraw from the contract and demand compensation for damages instead of delivery.
6. Scope of assembly
The assembly services to be provided by EVG Lufttechnik GmbH do not go beyond the scope of what is agreed in writing. If the buyer requests additional services during the assembly, these must be presented by the buyer in writing and confirmed in writing by EVG Lufttechnik GmbH. Unless otherwise specifically agreed in writing, EVG Lufttechnik GmbH shall place the delivered items and work sections in an operational state in accordance with the recognised rules of technology.
The delivery scope of EVG Lufttechnik GmbH does not include masonry or chiselling work, concrete work, scaffolding or crane work or further work to be provided by the customer or the buyer, in particular the completion of electrical installations, assembly and commissioning of units or plants that are not included in the agreed written delivery scope of EVG Lufttechnik GmbH.
The buyer is obliged to accept the assembly upon notification that it has been completed and the delivery item is ready for operation. The parties shall draw up an acceptance report and sign it.
If the assembly proves to be non-compliant with the contract, EVG Lufttechnik GmbH is obligated to eliminate the defect at its own expense. This shall not apply if the defect is irrelevant with regard to the interests of the buyer or is based on circumstances for which the buyer is responsible. An insignificant defect shall not entitle the buyer to refuse acceptance in the case that EVG Lufttechnik GmbH expressly recognises its duty to remedy the defect.
If acceptance does not take place in spite of fulfilment of the requirements in section 7 (1), the acceptance shall be considered as having taken place after six months have passed after the announcement that assembly is complete. In the case that the delivery is not accepted, EVG Lufttechnik GmbH reserves the right to hire an expert in order to have a certificate of completion prepared. The deadline for additional cargo for the buyer is two weeks in general unless otherwise agreed in writing.
Acceptance is considered as having taken place when the buyer uses the delivery item. Acceptance is also considered as having taken place when the buyer has further assembly or construction activities performed on the finished project itself or by third parties after the announcement that the assembly is complete.
EVG Lufttechnik GmbH expressly states that buyer acceptance does not automatically entitle him to commissioning and use. The delivery item may only be placed in operation after the buyer has fulfilled all statutory and/or official regulations, and in particular those regarding occupational safety regulations.
8. Retention of ownership
Until EVG Lufttechnik GmbH has received all payments due, regardless of the legal reason, including the payment of the balance amount, EVG Lufttechnik GmbH shall retain the proprietary rights of the delivered goods (reserved goods). This also applies to future claims and, if payments are made for especially designated claims, EVG Lufttechnik GmbH shall not accept settlement notices. Upon settlement of all claims that are still outstanding at the moment of payment and that are based on the extended retention of ownership, it shall cease to exist.
The reserved goods remain the property of EVG Lufttechnik GmbH at every stage of production, also if they are being processed to form a new item. All further processing and treatment of the reserved goods take place by EVG Lufttechnik GmbH as the manufacturer in terms of § 950 of the German Civil Code (BGB), without the obligation of EVG Lufttechnik GmbH. The processed and treated goods are considered to be reserved goods in terms of Section 8 (1). If the buyer processes, combines or mixes the reserved goods with other goods, EVG Lufttechnik GmbH shall have co-ownership of the new item in proportion to the invoice value of the retained goods to the invoice value of the other goods used. If the ownership of EVG Lufttechnik GmbH expires through processing or combining, the buyer shall transfer to EVG Lufttechnik GmbH herewith the property rights to the new goods to which it is entitled, proportionate to the invoice value of the retained goods and store them for EVG Lufttechnik GmbH free of charge. The co-ownership rights of EVG Lufttechnik GmbH are deemed to be reserved goods in the sense of Section 8 (1).
The buyer may sell the reserved goods only in the normal course of business under his usual terms of business as long as he is not in default, and provided outstanding payments from onward sales are forwarded to EVG Lufttechnik GmbH in accordance with Section 8 (4-7). The buyer is not entitled to dispose of the reserved goods in any other way without the prior written consent of EVG Lufttechnik GmbH and only under the condition that he is not in default towards EVG Lufttechnik GmbH. If the buyer is in default, EVG Lufttechnik GmbH shall also have the right to prohibit the further sale or processing of the delivered goods and demand the return or transfer of the indirect ownership in the delivered goods at the buyer's expense and cancel the direct debit authorisation in accordance with Section 8 (5) of these General Terms. The buyer is obligated to hand them over. In the case of temporary repossession by EVG Lufttechnik GmbH, this shall only be considered a contract withdrawal if EVG Lufttechnik GmbH declares this expressly in writing or mandatory legal provisions provide for it.
The receivables from the resale of the reserved goods are herewith assigned to EVG Lufttechnik GmbH. EVG Lufttechnik GmbH shall accept the assignment. They also serve to the same extent to secure the receivables of EVG Lufttechnik GmbH towards the buyer. If the delivery item is sold together with other goods that were not purchased from EVG Lufttechnik GmbH, the receivables from the resale shall be assigned to EVG Lufttechnik GmbH in proportion to the invoice value of the reserved goods to the invoice value of the other used goods. In the event that goods are sold in which EVG Lufttechnik GmbH has co-ownership rights pursuant to Section 8 (2), a part corresponding to EVG Lufttechnik GmbH's co-ownership proportion will be assigned. If the buyer uses the retained goods to fulfil a contract for work and materials, the receivables from the contract for work and materials shall be assigned proportionally based on the value of the delivery by EVG Lufttechnik GmbH in advance to EVG Lufttechnik GmbH. EVG Lufttechnik GmbH shall accept the assignment.
The buyer is entitled to collect receivables from the resale of these goods. This authorisation for collection expires if revoked by EVG Lufttechnik GmbH, however no later than upon default, dishonour of a bill of exchange or application for adjudication of insolvency proceedings. EVG Lufttechnik GmbH will only make use of its right of cancellation if it becomes aware of circumstances that would considerably impair the buyer's financial condition, thereby endangering claims for payment. Upon request of EVG Lufttechnik GmbH, the buyer is obligated to immediately inform its recipient of the assignment to EVG Lufttechnik GmbH. If he does not meet this obligation, EVG Lufttechnik GmbH shall notify the third party debtors of the extended retention of ownership and collect the receivables directly. In these cases, the buyer is obligated to immediately provide EVG Lufttechnik GmbH with the required documents (invoice copies, etc.) and inform EVG Lufttechnik GmbH about the amount of the existing receivables. An assignment of receivables from the resale is not permitted unless it concerns an assignment by way of real factoring, which is reported to EVG Lufttechnik GmbH and with which the factoring proceeds exceed the value of our secured claim. Upon receipt of the factoring proceeds, EVG Lufttechnik GmbH's claim for payment is due immediately. To monitor the simple, expanded and extended retention of ownership, the buyer authorises EVG Lufttechnik GmbH herewith to enter his offices or other storage facilities, view all documents that may be considered to identify materials delivered by EVG Lufttechnik GmbH, label and list the corresponding materials and take the delivered goods. EVG Lufttechnik GmbH is entitled to take back the reserved goods. This taking back of goods is not a withdrawal from the contract and takes place at the risk and expense of the buyer.
EVG Lufttechnik GmbH shall be entitled to satisfy its claims by selling the reserved goods that were taken back. Any credit note to be issued for the material taken back will be effected for a maximum amount of the resale price. If EVG Lufttechnik GmbH pays for the transport costs, the credit note will be reduced by the actual freight costs that were paid. In any case, EVG Lufttechnik GmbH is entitled to deduce a processing fee up to the amount of 15 % of the order amount unless EVG Lufttechnik GmbH demonstrates higher costs.
It is not permitted to pledge or transfer ownership of the reserved goods or the assigned claims. The buyer shall immediately inform EVG Lufttechnik GmbH of any seizures or impairments by third parties with an indication of the name of the pledgee. The buyer shall be responsible for all costs necessary for repealing the seizure or for the return transport of the reserved goods if not paid by the third party.
If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 20 %, the buyer can demand to have the securities chosen by EVG Lufttechnik GmbH released.
The buyer is obligated to carefully store the retained goods for EVG Lufttechnik GmbH free of charge, maintain and repair them at his own expense and, as in the practices of a prudent businessman, to insure them at his own expense against the usual risks such as fire, theft and water with standard coverage. The buyer hereby assigns his claims for compensation due to him for damages of the above-mentioned kind against insurance companies or others obliged to pay compensation to air to EVG Lufttechnik GmbH in advance. EVG Lufttechnik GmbH shall accept the assignment.
All claims and rights from the retention of ownership in all the special forms set forth in these terms remain in force until the complete release from all contingent liabilities that EVG Lufttechnik GmbH has entered into in the buyer's interest.
If the country into which the reserved goods are imported does not recognise the retention of ownership, but permits the reservation of comparable rights, EVG Lufttechnik GmbH shall be entitled to exercise all rights of this kind. The buyer is obligated, at its own cost, to take all measures necessary for ensuring that these rights to the delivery item become fully effective and are maintained.
9. Shipping/Transfer of risk (possible packaging, continuous delivery)
EVG Lufttechnik GmbH shall determine the transit route and means of transport as well as the forwarder and carrier. Any freight payments are considered as amounts to be paid by the buyer. Insurance against damage will only be provided upon explicit written request of the buyer.
The risk, including the risk of confiscation, also of accidental loss, also in the case of FOB and CIF transactions, is transferred to the buyer at the moment the goods are handed over to the forwarder, carrier or the company designated to carry out the shipment, and at the latest when the goods leave the plant or warehouse. EVG Lufttechnik GmbH will purchase insurance only if requested by the buyer and at his cost. Any transport damage must be noted immediately on the delivery note and, in the case of transportation by rail or post, have them acknowledged by the railway company or post office in order to assert claims for damages.
If transport on the intended transit route or to the intended location proves impossible, without any fault of EVG Lufttechnik GmbH, EVG Lufttechnik GmbH shall be entitled, after consultation, to ship the goods by another route or to another location. The buyer shall be responsible for any additional costs.
10. Obligation of inspection and notification of complaints
The buyer is required to subject the delivery item to a customary incoming goods inspection, in particular with regard to compliance with his required product guarantees and properties as well as regard to the completeness of the supply. Reduced quantities and defects must be reported to EVG Lufttechnik GmbH immediately, and at the latest within 12 business days after the goods are received in an understandable manner and by means of registered letter. Defects that cannot be determined during a routine inspection must be reported to EVG Lufttechnik GmbH within 12 business days of their discovery in compliance with the above specified notification requirements. All incoming inspection measures must be chronologically recorded. If the buyer violates his obligation of examination and notification, the goods are considered as approved and warranty claims resulting from the defect are excluded. § 377 of the German Commercial Code (HGB) applies additionally.
EVG Lufttechnik GmbH shall warrant, to the exclusion of further claims, compliance with explicitly assumed guarantees as well as the defect-free construction and production and defect-free material at the time of the transfer of risk in such a manner that EVG Lufttechnik GmbH shall either repair parts of its delivery, which are unusable or their usefulness is severely hindered as a result of such defects, or deliver new parts. Replaced parts become the property of EVG Lufttechnik GmbH. EVG Lufttechnik GmbH shall bear the immediate costs of the repair or replacement delivery, insofar at the complaint has proven to be justified, the costs for the replacement part including the shipment as well as the appropriate costs for removal and installation, furthermore, if this can be reasonably demanded for reasons of lower cost depending on the individual case, the costs for any required installation workers and assistants. All other costs shall be paid by the buyer.
In order to check for defects and make necessary improvement work, the buyer shall grant the required time and opportunity to do so. This applies in particular for removal of rejected parts. If a defect cannot be determined upon inspection, the buyer shall pay the costs for the error detection. Lump sum compensation for complaints by customers shall not be owed by EVG Lufttechnik GmbH.
The warranty provided by EVG Lufttechnik GmbH does not refer to natural wear and parts that are subject to premature wear due to their material properties or type, of to damage resulting from improper storage, handling or use, the incorrect installation or commissioning – unless it was the fault of EVG Lufttechnik GmbH, excessive stress, unsuitable equipment, defective construction work or foundations, unsuitable building grounds, chemical, electromechanical or electrical influences. This applies also to any other circumstances that occur after the transfer of risk for which EVG Lufttechnik GmbH is not at fault.
If the buyer does not comply with its reporting obligations in accordance with section 10 or if he has changes made to the already rejected goods with the consent of EVG Lufttechnik GmbH, he shall forfeit all warranty rights. (5)
If the additional deliveries or rework fails, the buyer can only request a reduction in payment or, at its discretion, withdraw from the contract. The buyer shall be entitled to the right to withdraw and any right to claim damages in place of delivery only if the fault is not insignificant.
If the buyer does not recognise the retention of ownership of EVG Lufttechnik GmbH and acts outwardly as if he were the manufacturer or gives this impression, he shall be considered as the manufacturer in accordance with § 4 section 1 of the product liability law.
EVG Lufttechnik GmbH shall only be liable as a result of an incorrect proof of origin if it expressly assumed a guarantee for the proof of origin.
The limitation period for claims against EVG Lufttechnik GmbH starts on the day of delivery. The limitation period for claims for the workpieces is 2 years.
Unless otherwise specifically agreed in writing, all information about products from EVG Lufttechnik GmbH, in particular figures, drawings, technical information and references to standards and guarantees of durability provided in brochures and catalogue, do not represent a condition pursuant to § 434 of the German Civil Code, rather they are only descriptions or markings. The same applies for the supply or samples or specimens.
Wear indicates the progressive lost of material from the surface of a fixed body (basic body) as a result of mechanical causes, e.g. contact and relative movement of a solid, fluid or gaseous counterbody, as well as the loss of mass (surface removal) of a fabric surface due to scraping, rolling, striking, chemical or thermal stresses. In general terms, abrasion is often equated with other types of wear. This usually undesirable surface change occurs, for example, on bearings, couplings, gears, nozzles and brakes, also as cutting edge wear. Abrasion is one of the main reasons for component damage and the connected failure of machines and devices. Therefore, the reduction of abrasion is a significant opportunity for increasing the service life of machines and devices and reducing costs and raw materials. On the other hand, efforts are made to limit unavoidable wear to components that are easy to replace which are referred to as wear parts. This applies for the following wear parts: a) Roller bearings b) Shaft seals c) Couplings incl. rubber inserts d) V-belts e) Compensators f) Sprag type freewheel g) Passive and active surface protection In addition, the statutory warranty period of 12 months applies to electric motors.
12. Compensation for damages/Limitation of liability
The buyer shall be entitled to claims for damage or claims for compensation on the grounds of futile expenditure, the purpose of which would have been achieved without the breach of duty by EVG Lufttechnik GmbH, when EVG Lufttechnik GmbH is liable according to product liability law and in cases of intention or gross negligence on the part of the managing director, executives or other vicarious agents of EVG Lufttechnik GmbH. In all other cases of negligence, EVG Lufttechnik GmbH shall only have limited liability for foreseeable damage typical for the contract and in an individual case to an amount of 1,000,000.00 euros and only - in case of violation of an essential contractual obligation that jeopardises the fulfilment of the purpose of the contract or - if the requirements of § 241 section 2 of the German Civil Code are fulfilled.
If there is a defect in the good's class according to the contract, strict liability on the part of EVG Lufttechnik GmbH is excluded.
Further liability on the part of EVG Lufttechnik GmbH is excluded. In particular, EVG Lufttechnik GmbH shall not be liable for damage caused to the delivery item or for consequential damage of any type, and EVG Lufttechnik GmbH shall not be liable for loss of profit or other financial losses of the buyer, irrespective of the legal nature of the claim.
The same limitation applies to the liability of subcontractors of EVG Lufttechnik GmbH.
The buyer's right to claim damages based on injury to life, limb or health remains unaffected by the above limitation of liability. (6) The maximum liability limit for damage pursuant to §§ 414, 449 Section 2 of the German Civil Code is limited to two units of account for each kilogramme of the gross weight of the consignment. The buyer shall be responsible for insurance coverage for any additional damages.
13. Technical advice/Use
Technical advice from EVG Lufttechnik GmbH in written or oral form or by trials is provided to the best of its knowledge, and is only provided to the best of the company's knowledge but is only considered non-binding advice in relation to the property rights of third parties and, thus, does not release the buyer from his obligation to inspect the products delivered by EVG Lufttechnik GmbH for their suitability for the intended processes and purposes.
14. Copyrights/drawings and other documents
Cost estimates, calculations, drawings, designs, shapes, patterns, models, profiles, artwork and other documents belonging to EVG Lufttechnik GmbH shall not be made available to third parties without the express consent of EVG Lufttechnik GmbH, even if they are accessible to the public, copied or reproduced by the buyer or for any purpose other than the purpose agreed upon by the buyer. The buyer shall return them to EVG Lufttechnik GmbH upon request and the buyer does not have any right of retention.
15. Place of fulfilment/Competent court/Applicable law
The place of fulfilment for all contractual obligations is the registered office of EVG Lufttechnik GmbH. The exclusive jurisdiction for all disputes, including actions related to bills of exchange or cheques, shall be the District Court of Heilbronn. EVG Lufttechnik GmbH shall also be entitled to bring action against the buyer in his general jurisdiction.
In a case of dispute, the German version of these General Terms are binding.
15.3 The law of the Federal Republic of Germany applies to all legal relationships between the buyer and EVG Lufttechnik GmbH. The application of the United Nations Convention on Contracts for the International Stale of Goods (CISG) is excluded.
16. Final clauses
If individual clauses of these General Terms are completely or partially invalid, this will not affect the effectiveness of the remaining clauses or the other parts of such clauses, or the contract itself. An invalid clause must be replaced with a clause that corresponds as far as possible to the commercial intention of the invalid clause.