Terms and Conditions

GENERAL TERMS AND CONDITIONS for entrepreneurs (B2B)

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1. APPLICATION

 

1.1.  All contracts concerning services, deliveries and other performances which Pixel Adgency OG (hereinafter referred to as "Agency") concludes with a contractual partner ("Contractual Partner") shall be governed exclusively by the following General Terms and Conditions ("GTC"). Deviating terms and conditions shall only be deemed to have been agreed if this has been agreed in writing between the Agency and the Contractual Partner.

 

1.2.  The Agency provides its services, deliveries and other services exclusively to entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act ("KSchG"). By concluding the contract and accepting these GTC, the Contractual Partner confirms that he is an entrepreneur within the meaning of Section 1 KSchG.

 

1.3. The GTC shall also apply to all future deliveries, services or offers with the Contractual Partner, even if these are not separately agreed again.

 

1.4.  General terms and conditions of business or other terms and conditions of service or sale of Contractual Partners, which are listed, for example, on offers or other correspondence of the Contractual Partner, shall not become part of the contract with the Agency, even if these are not contradicted, unless the Agency has agreed to these in writing in advance. If the validity of deviating agreements is agreed in writing in individual cases, the deviations shall apply exclusively to this individual business case.

 

2. CONCLUSION OF CONTRACT

 

2.1.  All information in the Agency's offer letters regarding the services offered to Contractual Partners is non-binding and subject to change, unless otherwise stated in writing. The contract shall come into effect following approval of the scope of services offered by the Contractual Partner (order) by means of a declaration of acceptance by the Agency.

 

2.2. Binding offers from the Agency can only be accepted by the Contractual Partner in writing within the respective offer period. If no offer period is specified in the offer, a one-week offer period shall apply.

 

2.3. Unless otherwise agreed in writing, the documents pertaining to details of the Agency's respective services, such as performance specifications, etc., shall not be deemed to be specially warranted characteristics. The properties owed result exclusively from the service description in the contract with the Contractual Partner.

 

2.4.  Any offers made by the Agency can only be accepted with regard to the entire service offered. If the Contractual Partner's declaration of acceptance deviates from the Agency's offer, this deviating declaration of acceptance by the Contractual Partner shall constitute a new offer that can be accepted by the Agency. This does not apply to the general terms and conditions or other terms and conditions of service or sale of the Contractual Partner, which do not become part of the contract; point 1.4 shall apply accordingly.

 

3.  PRICES

 

3.1.  The prices shall apply to the scope of services and delivery specified in the respective contract. The commissioning of deliveries or services that go beyond the scope defined in the contract (in particular additional or special services) shall be invoiced separately.

 

3.2.  All prices are quoted in euros. Unless expressly agreed otherwise in writing, prices are not to be understood as a lump sum.

 

3.3.   Unless otherwise stated by the Agency, all prices quoted are exclusive of all duties and taxes, in particular exclusive of statutory VAT or import duties, and exclusive of any shipping costs, travel costs and expenses. Any duties, taxes and shipping costs shall be invoiced additionally.

 

3.4.    All prices are based on the assumption that the services can be performed continuously, unhindered and without interruption. Additional costs due to hindrances or interruptions to the continuous process for which the Contractual Partner or third parties attributable to the Contractual Partner are responsible shall be invoiced separately to the Contractual Partner.

 

3.5.  Unless otherwise agreed in writing, the Agency shall be entitled to increase prices if - due to circumstances beyond the Agency's control - after the date on which the Agency submits the offer or the Agency accepts the offer

 

a)suppliers or other subAgencys increase their prices for the execution or for the delivery of necessary materials; these increases can be passed on to the Contractual Partner in full;

 

b) wages and salaries have increased due to statutory or collectively agreed adjustments or energy costs, transportation costs or taxes have increased for the Agency; the increase shall be made to the extent of the cost increase affecting the Agency, but only to the extent to which these have a cost-increasing effect on the contract partner's order.

 

3.6.  Price increases shall be communicated to the Contractual Partner by means of an individually addressed letter (if necessary by e-mail), stating the circumstances and reasons for the price increase, including the resulting changes by the Agency. The price increase shall apply to services rendered after receipt of this notification.

 

3.7.  In the case of deliveries and services, the Contractual Partner must provide the Agency with its VAT ID number (UID number). If the Contractual Partner does not provide the VAT number or does not provide it correctly, misuses the VAT number or if the goods are not exported to another EU country, the Contractual Partner shall be liable to the Agency, without prejudice to any further claims, in particular for the payment of Austrian VAT at the statutory rate.

 

3.8.  If commissioned services are unilaterally changed or terminated by the Contractual Partner without the involvement of the Agency - without prejudice to other ongoing support by the Agency - the Contractual Partner shall remunerate the Agency for the services provided up to that point in accordance with the remuneration agreement and reimburse all costs incurred. If this termination is due to a breach of duty by the Contractual Partner, the Contractual Partner must also reimburse the Agency for the entire remuneration agreed for this order, whereby the offsetting requirements of Section 1168 AGBG are excluded in full. Furthermore, the Contractual Partner shall indemnify and hold the Agency harmless with regard to any claims by third parties due to a change/cancellation of the commissioned services attributable to the Contractual Partner, in particular by Agencys of the Agency (subAgencys). Upon payment of the remuneration, the Contractual Partner shall not acquire any rights of use to services already rendered but not fully completed; concepts, drafts and other documents that have not been executed shall be returned to the Agency without delay, unless expressly agreed otherwise.

 

4. TERMS OF PAYMENT, INTEREST ON ARREARS, PARTIAL INVOICES, LOSS OF DEADLINE, RETENTION OF TITLE

 

4.1.  The respective remuneration of the Agency shall be due upon invoicing, unless special payment terms are agreed in writing in individual cases. The Agency shall be entitled to pass on all cash expenses to the Contractual Partner without delay.

 

4.2.  The Agency's deliveries shall remain the property of the Agency until full payment of the remuneration including all ancillary liabilities and the exploitation rights shall be transferred to the Agency within the meaning of point 7 are only granted at this point in time. The Contractual Partner shall have no right of retention regarding (partial) services vis-à-vis the Agency. Any sale, pledging, leasing, transfer by way of security or other transfer of the reserved property to third parties is prohibited. In the event of seizure or other use of the reserved property by third parties, the Contractual Partner shall be obliged to assert the Agency's right of ownership at its own expense and to inform the Agency by means of verifiable written notification within 24 hours.

 

4.3. The assertion of the retention of title by the Agency shall not be deemed a withdrawal from the contract in the absence of an express written declaration to the contrary by the Agency. Rather, the Agency shall retain the rights arising from the respective contract, in particular the right to compensation for damages, in addition to the right to restitution.

 

4.4.  In the event of default of payment by the Contractual Partner, the statutory default interest shall apply in the amount applicable to business transactions in accordance with Section 456 of the Austrian Commercial Code (UGB). The assertion of further claims, in particular claims for damages, shall remain unaffected.

 

4.5.  The Agency and the Contractual Partner agree that in the event that the Contractual Partner does not properly fulfill its obligation to pay, compound interest shall be due in addition to the statutory default interest pursuant to Section 1000 (2) of the Austrian Civil Code ("ABGB").

 

4.6. The Agency shall be entitled to demand immediate payment and to perform or render outstanding deliveries and services only against advance payment or provision of security as soon as circumstances become known which are likely to significantly reduce the creditworthiness of the Contractual Partner and which appear to jeopardize the payment of the Agency's outstanding claims by the Contractual Partner arising from the respective contractual relationship.

 

4.7.                    In the event of default of payment by the Contractual Partner, the Agency shall be entitled to invoice all services and partial services rendered, including those under other contracts concluded with the Contractual Partner, and to demand immediate payment. Furthermore, the Agency shall not be obliged to provide any further services until the outstanding amount has been settled and shall be entitled to demand advance payment or security for services and deliveries still to be provided or to withdraw from the contract after setting a reasonable grace period. This shall not affect the Contractual Partner's obligation to pay remuneration.

 

4.8.  If payment in installments has been agreed, the Agency reserves the right to demand immediate payment of the entire outstanding debt in the event that partial amounts or ancillary claims are not paid on time (loss of deadline).

 

4.9.                    The Contractual Partner is not entitled to offset its own claims against claims of the Agency unless the Contractual Partner's claim has been recognized by the Agency in writing or has been legally established by a court of law.

 

4.10.   Benefits granted by the Agency (rebates, discounts, cash discounts) shall also expire retroactively in full for the entire order if the Contractual Partner defaults on payment of even one partial, final or other invoice.

 

4.11.   Cash discounts may only be claimed if they have been expressly agreed in writing and have not already expired as stipulated above. A cash discount deduction on the final invoice is only permissible if all previous partial invoices have been paid on time. A discount deduction for partial invoices is only permissible if such a discount deduction is noted on the invoice.

 

4.12.     Unlawful price deductions made by the Contractual Partner shall also lead to the retroactive loss of the entire cash discount and all other price reductions for the entire order or partial services.

 

4.13. Partial invoices are always permissible for partial deliveries/partial services. The terms of payment stipulated for the entire order shall apply equally to partial invoices.

 

4.14.   The Agency shall also be entitled to send invoices to the Contractual Partner in electronic form (in particular by e-mail) to an address provided by the Contractual Partner. The Contractual Partner expressly agrees to the sending of invoices in electronic form.

 

5.  DELIVERY AND PERFORMANCE DATES

 

5.1.       The performance and delivery deadlines and dates shall be adhered to by the Agency as far as possible. Unless they have been expressly agreed as binding, they are non-binding and are always to be understood as the expected time of provision and handover to the Contractual Partner.

 

5.2.       The Agency shall be entitled to postpone service and delivery deadlines that have been agreed as binding or to extend deadlines for the provision of services if compliance with the deadlines is made impossible or unreasonably difficult for the Agency and the circumstance is not within the Agency's sphere of influence. This applies in particular to labor disputes, fire, war, strike, pandemic, environmental disasters, etc. This shall also apply if such unforeseen obstacles and circumstances occur at subAgencys or vicarious agents.

 

5.3.      If circumstances for which the Agency is not responsible result in the Agency being unable to fulfill all open orders on time (objective delay), the Agency shall not be obliged to make use of external services for acceleration measures.

 

5.4.     The Contractual Partner is obliged to accept the deliveries and services provided by the Agency on the agreed date or the date announced by the Agency.

 

6.  SCOPE OF SERVICES, ORDER PROCESSING AND COOPERATION OBLIGATIONS OF THE CONTRACTUAL PARTNER

 

6.1.    The scope of the services to be provided is set out in the service description in the contract with the Contractual Partner or in any quotation, if necessary on the basis of a non-binding cost estimate from the Agency. Subsequent changes to the content of the service shall require written confirmation by the Agency. Within the framework specified by the Contractual Partner, the Agency shall have freedom of design in the fulfillment of the order.

 

6.2.    All services of the Agency (in particular all preliminary drafts, electronic files or other documents required for the provision of services, etc.) shall be reviewed by the Contractual Partner and approved by the Contractual Partner within five working days of receipt by the Contractual Partner. If this period expires without feedback from the Contractual Partner, they shall be deemed to have been approved by the Contractual Partner.

 

6.3.     The Contractual Partner shall make all information, documents and data necessary for the provision of the service and delivery available to the Agency in a timely, complete and continuous manner. It shall inform the Agency of all circumstances that are of significance for the fulfillment of the contract, even if these only become known during the execution of the order. The Contractual Partner shall bear the costs incurred if work has to be repeated or adapted or is delayed as a result of incorrect, incomplete or subsequently changed information provided by the Agency.

 

6.4.   Furthermore, the Contractual Partner is obliged to check the data provided for the execution of the order (e.g. photos, logos, etc.) for any copyrights, trademark rights, labeling rights or other rights of third parties (rights clearing),
trademark, labeling rights or other third-party rights (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. The Agency is not obliged to verify freedom from third-party righty and will only act in support of the Contractual Partner in this regard. In the event of slight or gross negligence or after fulfilling its duty to warn, the Agency shall not be liable – at least in the internal relationship with the Contractual Partner – for any infringement of such third-party rights by documents provided by the Contractual Partner. If a claim is made against the Agency by a third party due to such an infringement of rights, the Contractual Partner shall be obliged to indemnify and hold the Agency completely harmless; the Contractual Partner shall compensate the Agency for all disadvantages arising from a claim by a third party, in particular the costs of appropriate legal representation. The Contractual Partner undertakes to support the Agency in the defense against any third-party claims. The Contractual Partner shall provide the Agency with all documents for this purpose without being requested to do so.

6.5.  The records, documents, files, etc. provided by the Contractual Partner for the performance of the contract have an impact on the result of the performance of the contract. The Agency shall not be liable for a defective result that is attributable to insufficient or inadequate quality of the documents, records, files, etc. provided by the Contractual Partner.

6.6.   The Agency may, at its own discretion, perform the service to the Contractual Partner in part or in full itself, make use of third parties as vicarious agents in part or in full for the provision of contractual services and/or substitute such services in part or in full ("third-party service"). The commissioning of third parties as part of an external service shall be carried out either in the Agency's own name or in the name of the Contractual Partner. The Agency shall select such third parties carefully and ensure that they have the necessary professional qualifications. The Contractual Partner must enter into obligations towards third parties that extend beyond the term of the contract. This shall also expressly apply in the event of termination of the contract with the Agency for good cause.

6.7.        The Contractual Partner acknowledges that the Agency may also be approached by various third parties (e.g. agencies) for the same project and confirms that it sees no conflict of interest in this.

 

7.   INTELLECTUAL PROPERTY RIGHTS

 

7.1.      The Agency shall grant the Contractual Partner the exploitation rights to the works developed by the Agency itself (if necessary using standard software programs for CGI animation) and delivered to the Contractual Partner only within the scope of the order described in the contract. The Agency shall not grant the Contractual Partner the right to modify works. If the work is subsequently modified or further developed by the Contractual Partner after acceptance, point 9.1.

 

7.2.    Unless otherwise agreed, the Agency reserves all rights and uses to the works delivered, documents created (in particular drafts, concepts, strategies) and services rendered. In particular, the Agency therefore has all property and intellectual property rights to the services created as part of the order. The Agency therefore retains the aforementioned services – with the exception of the right of the Contractual Partner pursuant to point 7.1. – the irrevocable, exclusive and temporally, materially and geographically unrestricted right to use the work. Furthermore, the Agency is entitled to transfer its rights to third parties, to grant sublicenses thereto and to grant rights of use or authorizations to use the work.

 

7.3.      The Contractual Partner is only entitled to use the documents and works of the Agency for the purposes covered by the contract. In particular, the Contractual Partner is not entitled to reproduce and/or distribute the documents and works owned by the Agency without the express consent of the Agency. The Contractual Partner is also not entitled to use the work results created by the Agency for the training of artificial intelligence or similar machine-learning algorithms.

 

7.4.   The Contractual Partner's breach of the provisions set out in points 7.2. and 7.3. shall entitle the Agency to terminate the contractual relationship immediately and prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.

 

7.5.   The Agency shall be entitled to refer to itself and, if applicable, to the author on all advertising media and in all advertising measures without the Contractual Partner being entitled to any remuneration for this. Subject to written revocation by the Contractual Partner, which is possible at any time, the Agency shall be entitled to refer to the existing or former business relationship with the Contractual Partner by name and company logo on its own advertising media and in particular on its Internet website (reference notice).

 

8. WARRANTY, NOTICE OF DEFECTS

 

8.1.    Special or warranted characteristics shall only become part of the contract if they have been agreed in writing in the service description in the contract with the Contractual Partner.

 

8.2.  The warranty period is 12 months from handover of the service to the Contractual Partner in accordance with these GTC.

 

8.3.   No warranty is provided for minor deviations, such as color nuances, or for minor deviations from samples and/or dimensions, nor is the Contractual Partner entitled to reject the goods/service, to demand a price reduction or the cancellation of the contract due to error or for any other reason.

 

8.4.   Goods delivered or services provided shall be deemed to have been handed over and accepted by the Contractual Partner upon delivery or provision of the service.

 

8.5.  Notification of defects must be made by registered letter within 14 days of handover or acceptance of the service or partial service, whereby any defects occurring must be specified by the Contractual Partner. The Agency has the right to inspect the deliveries and services objected to by the Contractual Partner with regard to the defects claimed after the notice of defects has been given. If the Contractual Partner refuses the inspection, it shall lose all associated warranty claims and claims for damages.

 

8.6. The existence of defects must be proven by the Contractual Partner. The presumption of defectiveness at the time of handover (performance) in accordance with Section 924 ABGB is expressly waived. The Contractual Partner must always prove that any defect already existed at the time of handover (performance).

 

8.7.  The Contractual Partner may not refuse acceptance due to minor defects.

 

8.8.    Excluded from the warranty are defects resulting from negligent, incorrect or improper handling of the services by the Contractual Partner or due to similar external influences. This is particularly the case if defects are attributable to incorrect data provided by the Contractual Partner.

 

8.9.   In the event of a defect, the Agency may choose whether to remedy the defect by improvement or replacement.

 

8.10.   If the rectification of a defect or replacement is impossible or would cause disproportionately high costs, the Agency may refuse to do so. In this case, the Contractual Partner may only request a price reduction. Otherwise, the warranty remedy of rescission is hereby expressly waived.

 

8.11.  Under no circumstances shall the Contractual Partner be entitled to retain the agreed remuneration or a proportionate share of the remuneration or purchase price corresponding to the anticipated costs of rectification.

 

8.12.  If the Agency provides services with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Agency shall assign these claims to the Contractual Partner. In this case, the Contractual Partner shall give priority to these third parties.

 

8.13.  Section 933b ABGB does not apply.

 

9.  LIABILITY, EXCLUSION OF LIABILITY

 

9.1.  The Agency shall only be liable for the works developed by the Agency itself (potentially using standard software programs for CGI animation) and delivered to the Contractual Partner within the scope of the order described in the contract. If the work delivered is modified or further developed by the Contractual Partner (e.g. by artificial intelligence such as an AI video tool), the Agency shall no longer assume any liability or the Contractual Partner shall lose any liability claim against the Agency.

 

9.2.   In all cases under consideration, the Agency shall only be liable for damages in the event of intent or blatant gross negligence. The Agency's liability shall be excluded in cases of slight and simple gross negligence. In cases of slight negligence and simple gross negligence, the Agency shall only be liable for personal injury. This also applies mutatis mutandis to liability for the conduct of third parties used by the Agency to fulfill contractual obligations.

 

9.3.  The Agency shall not be liable for indirect damage, loss of profit, loss of interest, failure to make savings, consequential damage and financial loss, damage arising from third-party claims or for the loss of data and programs and their recovery, unless the damage/defect is attributable to blatant gross negligence or intent.

 

9.4  Irrespective of the cause and legal basis of the damage, the Agency's liability shall be limited to the amount covered by the Agency's liability insurance or, if damage is not covered by this, to 50% of the amount of the remuneration of the respective contract, but in the case of a permanent order to a maximum of 50% of the annual remuneration of the respective contract for the year in which the damage occurred.

 

9.5.  Claims for damages against the Agency must be asserted in court within six months of the Contractual Partner becoming aware of the damage and the person causing the damage or of the event otherwise giving rise to the claim, but at the latest within three years of the event (conduct) causing the damage (giving rise to the claim). The burden of proof for the existence and the amount of the damage lies with the Contractual Partner.

 

9.6.  The above exclusions and limitations of liability shall apply to the same extent in favor of employees and other vicarious agents of the Agency.

 

9.7.   With regard to any third-party claims, please refer to point 6.4.

 

10. RESCISSION / TERMINATION

 

10.1.  Irrespective of the other rights, the Agency shall in particular be entitled to withdraw from or terminate the contract (i) if the Contractual Partner breaches its obligations under this contract, in particular its payment obligations or its obligations to cooperate, despite the setting of a grace period of 14 days and does not restore the condition in conformity with the contract, (ii) if the execution of the delivery or the commencement or continuation of the service is impossible for reasons for which the Contractual Partner is responsible, or the commencement or continuation of the service is impossible for reasons for which the Contractual Partner is responsible or is further delayed despite the setting of a reasonable grace period, or (iii) if the service to be provided by the Agency becomes impossible or uneconomical for the Agency as a result of circumstances beyond the Agency's control.

 

10.2.  If a continuing obligation is concluded, this may be terminated by the Agency at any time without notice, irrespective of any agreed time limit, for good cause. Good cause shall include, in particular: (i) breach of the Contractual Partner's obligations under this contract, in particular payment obligations or obligations to cooperate, (ii) loss of confidence in the Contractual Partner as a Contractual Partner if the execution of the delivery or the commencement or continuation of the service is impossible for reasons for which the Contractual Partner is responsible or is further delayed despite the setting of a reasonable grace period, (iii) if the service to be provided by the Agency becomes impossible or uneconomical for the Agency due to circumstances beyond the Agency's control.

 

10.3.   The Agency expressly reserves the right to assert further claims.

 

10.4.   Withdrawal from the contract by the Contractual Partner due to delay in delivery is only possible after (i) a reminder that the service is due (unless a binding delivery date has been agreed) and (ii) after setting a reasonable - at least 4-week - grace period. The reminder of performance and the withdrawal must be made in writing and by registered letter. The right of withdrawal shall only apply to the part of the delivery or service in respect of which there is a delay. In all other cases, the Contractual Partner may only withdraw from the contract for good cause.

 

10.5.   Without prejudice to further claims, the Agency shall be entitled to invoice services or partial services already commenced in the event of justified withdrawal or termination by the Contractual Partner. This shall also apply if the delivery or service has not yet been accepted by the Contractual Partner, in which case invoicing shall be based on the progress of the respective service. Alternatively, the Agency shall also be entitled to demand the return of items already delivered or services already rendered.

 

10.6.   In the event of a justified withdrawal from the contract by the Agency, the Agency shall in all cases be entitled to demand a contractual penalty of 15% of the gross invoice amount from the Contractual Partner without proof of actual damage and irrespective of fault. The Agency reserves the right to assert further damages and other claims.

 

10.7.  If the Contractual Partner unjustifiably declares withdrawal from the contract or unjustifiably declares its termination, the Agency shall have the option of demanding performance of the contract or damages for non-performance; in the latter case, the Contractual Partner shall be obliged, at the Agency's discretion, to pay a no-fault contractual penalty of 15% of the gross invoice amount or compensation for the actual damage incurred, without proof of actual damage. If the Agency demands performance of the contract, the Agency shall be entitled to claim any damages in connection with the unjustified withdrawal from the contract or the unjustified termination of the contract. In any case, the Agency reserves the right to assert other legal and contractual claims to which it is entitled against the Contractual Partner.

 

11. SECRECY, PUBLICATION

 

11.1.                 The Contractual Partner undertakes to use all information, data, calculations, reports and programs provided to it only for this project and otherwise to keep them secret. The Contractual Partner shall also ensure that its employees or third parties involved in the project by the Contractual Partner comply with this confidentiality agreement.

 

11.2.                 The Agency is entitled to reference or publish services provided for the Contractual Partner by naming the Contractual Partner, in particular to advertise itself or its services in this way.

 

11.3.                 The Agency is also entitled to use the Contractual Partner's company logo for advertising and marketing purposes in print and online media. This use can be revoked by the Contractual Partner at any time.

 

12.  APPLICABLE LAW / PLACE OF JURISDICTION / PLACE OF PERFORMANCE

 

12.1.                 These GTC shall be governed by Austrian substantive law to the exclusion of its conflict of law rules. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.

 

12.2.                 In the event of any discrepancies between the German and English versions of these GTC, the German version shall take precedence.

 

12.3.                The place of jurisdiction (the place of jurisdiction must be explicitly agreed upon again in the contractual agreement with the customer) for all legal disputes arising between the agency and the customer in connection with this contractual relationship shall be the court with subject-matter jurisdiction for the agency's registered office. Notwithstanding this, the agency is entitled to file a lawsuit against the customer at their general place of jurisdiction.

 

12.4.                 The place of performance for deliveries and services of the Agency shall in all cases be the Agency's registered office.

 

13.  FINAL PROVISIONS

 

13.1.                 Amendments or additions to a contract must be made in writing. This also applies to changes to the written form requirement.

 

13.2.                 The Contractual Partner is obliged to inform the Agency of any changes to its business and/or e-mail address, otherwise declarations by the Agency shall be deemed to have been received if they are sent to the last business and e-mail address provided.

 

13.3.                 Should individual provisions of these GTC be or become void, unenforceable and/or invalid, this shall not result in the invalidity, unenforceability and/or invalidity of the entire GTC. In this case, the parties undertake to replace the void, unenforceable and/or invalid provisions with a provision that comes closest to the economic purpose of the void, unenforceable and/or invalid provision. The same applies to loopholes in these GTC.

 

13.4.                 Amendments to the GTC shall be notified to the contracting parties and shall be deemed to have been agreed if the contracting party does not object to the amended GTC in writing within 14 days; the contracting party shall be expressly informed of the significance of silence in the notification.

 

13.5.                 The contract language is German. This English version of the GTC is a convenience translation of the GTC and in case of discrepancies the German version shall prevail.