General Terms and Conditions

(last updated: September 2023)  

1 Application

(1) All deliveries, services and offers of INNOVAZE MEDIA GmbH (hereinafter referred to as “INNOVAZE MEDIA”) are made exclusively on the basis of these General Terms and Conditions of Delivery. They are an integral part of all contracts that INNOVAZE MEDIA concludes with its contractual partners (hereinafter also referred to as the “Client”) for its deliveries or services offered. They also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.

(2) Terms and conditions of the Client or third parties are not applicable, even if INNOVAZE MEDIA has not separately objected to their validity in individual cases. Even if INNOVAZE MEDIA refers to a letter that contains or refers to the terms and conditions of the Client or a third party, this does not constitute any agreement that such terms and conditions apply.

2 Offer and Conclusion of the Contract

(1) All offers of INNOVAZE MEDIA are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. INNOVAZE MEDIA is entitled to accept orders or commissions within 14 days of receipt.

(2) The legal relationship between INNOVAZE MEDIA and the Client is governed solely by the written purchase contract concluded, including these General Terms and Conditions of Delivery. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Oral promises made by INNOVAZE MEDIA prior to the conclusion of this contract are not legally binding, and oral agreements between the contracting parties will be replaced by the written contract unless it is expressly stated otherwise between the contracting parties.

(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, are to be in writing to be effective. With the exception of managing directors or authorised signatories, the employees of INNOVAZE MEDIA shall not be entitled to make any arrangements that deviate from the written agreement. Telecommunication methods, in particular by fax or e-mail, shall be sufficient to fulfil the written form requirement.

(4) Information provided by the INNOVAZE MEDIA on the object of the delivery or service (e.g., weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g., drawings and illustrations) are only approximately authoritative unless their usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics but instead descriptions or identifications of the delivery or service. Deviations customary in the trade as well as deviations due to legal requirements or that represent technical improvements – along with the replacement of components by equivalent parts – shall be permissible, provided no impairment of their use for the contractually intended purpose is caused.

(5) INNOVAZE MEDIA shall retain the ownership or copyright of all offers and cost estimates submitted by it as well as any drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids it has provided to the Client. The Client may not make these items accessible to third parties either as such or with respect to their content, disclose information about them, use them itself or via third parties or reproduce them without the express consent of INNOVAZE MEDIA. Upon the request of INNOVAZE MEDIA, the Client is to return these items in full to the former and to destroy any copies made if they are no longer required by the Client in the ordinary course of business or if negotiations result in no conclusion of a contract. An exception to this is the storage of electronically provided data for the purpose of normal data backup.

3 Prices and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services are charged separately. Prices are quoted in EUR ex-works plus packaging, transport costs, statutory VAT and – with export deliveries – customs duties, fees and other public charges. If INNOVAZE MEDIA undertakes delivery, installation and commissioning, the Client shall bear the necessary ancillary costs, such as travel, transport or accommodation costs, in addition to the agreed remuneration, provided that nothing deviating from this has been agreed.

(2) Insofar as the agreed prices are based on INNOVAZE MEDIA’s list prices and the delivery or service is to take place more than four months after conclusion of the contract, INNOVAZE MEDIA’s list prices valid at the time of delivery or service shall apply (in each case less an agreed percentage or fixed discount). If the agreed prices are not list prices, if the delivery or service is not to take place until more than four months after conclusion of the contract and if the costs of INNOVAZE MEDIA, in particular purchase prices for products or preliminary products, material, energy or personnel costs, change by more than 20% compared to the time when the contract was concluded, INNOVAZE MEDIA shall be entitled to adjust the agreed prices to the extent of the change in costs. At the Client’s request, INNOVAZE MEDIA will provide evidence of the change in costs.

(3) Invoice amounts are to be paid within ten working days of the invoice date without any deductions unless otherwise agreed in writing. The date of receipt by INNOVAZE MEDIA shall be definitive for the date of payment. Payment by cheque is excluded unless agreed separately in individual cases. If the Client fails to pay by the due date, the outstanding amounts shall bear interest at 5% p.a. from the due date; the right to claim higher interest at the statutory rate and further damages in the event of default shall remain unaffected.

(4) INNOVAZE MEDIA shall be entitled to demand instalment payments of an appropriate amount. The amount of each instalment payment must correspond to the part of the total remuneration that is attributable to the services that have already been performed or will be performed at INNOVAZE MEDIA within the next month after the date of the instalment invoice, regardless of whether the service has already been provided to the Client or the Client has received the outcome of the service in any other way. Sentence 1 of paragraph 3 shall apply accordingly to the due date of the instalment payment. At the request of the Client, INNOVAZE MEDIA must justify the amount of the requested discount.

(5) Set-off with counterclaims by the Client or the retention of payments due to such claims shall only be permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery or service in question was carried out.

(6) INNOVAZE MEDIA shall be entitled to perform or render outstanding deliveries or services only against advance payment or the provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are likely to substantially reduce the creditworthiness of the Client and as a result of which the payment of INNOVAZE MEDIA’s outstanding claims by the Client under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardised. In such cases, INNOVAZE MEDIA shall be entitled to withdraw from the contract after a reasonable payment period has elapsed without to no avail.

4 Delivery and Delivery Time

(1) Deliveries are made ex factory (“EXW” according to Incoterms 2020).

(2) Time limits and dates for deliveries and services promised by us INNOVAZE MEDIA shall only ever apply in an approximate sense unless a fixed time limit or date has been expressly promised or agreed. Insofar as shipment has been agreed, unless otherwise expressly specified by INNOVAZE MEDIA, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

(3) INNOVAZE MEDIA shall be entitled – without prejudice to its rights arising from the Client’s default – to demand from the Client an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the Client fails to meet its contractual obligations (such as by sending documents or providing information, authorisations or approvals) towards INNOVAZE MEDIA.

(4) INNOVAZE MEDIA shall not be liable for the impossibility of delivery or for delays in delivery insofar as they have been caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g., operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent hedging transaction concluded by INNOVAZE MEDIA) for which INNOVAZE MEDIA is not responsible. If such events make the delivery or service significantly more difficult or impossible for INNOVAZE MEDIA and if the hindrance is not only of a temporary nature, INNOVAZE MEDIA shall be entitled to withdraw from the contract. If such events make it temporarily difficult or impossible for us to deliver or perform, the delivery or performance periods are to be extended or the delivery or performance dates are to be postponed by the period of the hindrance plus a reasonable start-up period. If the Client cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by promptly submitting a written declaration to INNOVAZE MEDIA.

(5) INNOVAZE MEDIA shall only be authorised to provide partial deliveries or services if

the partial delivery or service is of use for the Client within the scope of the contractual intended purpose,
the delivery of the remaining ordered goods or the rendering of the remaining performance is ensured and
the Client has not incurred any significant additional expenses or costs as a result (unless INNOVAZE MEDIA agrees to bear such costs).

(6) If INNOVAZE MEDIA is in default with a delivery or service or if a delivery or service becomes impossible – for whatever reason – the liability of INNOVAZE MEDIA for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.

5 Place of Performance, Shipment, Packaging, Transfer of Risk, Insurance

(1) The place of performance for all obligations arising from the contractual relationship shall be the place of business of INNOVAZE MEDIA unless otherwise specified. However, if the goods are stored at another INNOVAZE MEDIA location and the Client is aware of this, this location shall be the place of fulfilment. If INNOVAZE MEDIA is also responsible for the installation, the place of fulfilment shall be the place where installation is to take place.

(2) The method of shipment and the packaging shall be at the dutiful discretion of the INNOVAZE MEDIA.

(3) If dispatch of the goods has been agreed and INNOVAZE MEDIA has not assumed responsibility for transport or installation, the risk shall pass to the Client at the latest upon handover of the delivery item (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. If the shipment or handover is delayed as a result of a circumstance the cause of which lies with the Client, the risk shall pass to the Client from the day on which the delivery item is ready to ship and INNOVAZE MEDIA has notified the Client accordingly. The Client shall also bear the risk of loss of the goods after their delivery, such as during storage on construction sites (including prior to installation), due to fire or water damage; this shall also apply before ownership has been transferred to the Client.

(4) Storage costs after transfer of risk shall be borne by the Client. For storage by INNOVAZE MEDIA, the storage costs shall be (0.25)% of the invoice amount of the delivery items being stored per full week elapsed. The parties shall have the right to claim and prove higher or lower storage costs.

(5) INNOVAZE MEDIA will only insure a shipment against theft, breakage, transport, fire and water damage or other insurable risks at the Client’s express request and at the Client’s expense.

(6) If formal acceptance is to take place, the purchased item shall be deemed to have been accepted if

the delivery and – if INNOVAZE MEDIA is also responsible for the installation – the installation has been completed,
INNOVAZE MEDIA has informed the Client of this with reference to the fiction of acceptance according to this § 5 (6) and has requested acceptance,
20 working days have elapsed since delivery or installation or the Client has started to use the purchased item (e.g., by putting the delivered system into operation) and, in this case, ten working days have elapsed since delivery or installation and
the Client has failed to accept the goods within this period for a reason other than a defect reported to INNOVAZE MEDIA that makes the use of the purchased item impossible or significantly impairs it.

(7) The Client may only demand that INNOVAZE MEDIA retrieve the transport packaging at the place of fulfilment defined in paragraph 1 above. In the case of sentence 3 of paragraph 1, however, this shall only apply until completion of the installation work; after that, the place of fulfilment pursuant to sentence 1 of paragraph 1 shall be decisive. In all cases, the Client shall bear the costs incurred for the return transport of the transport packaging to the place where it can demand that the transport packaging be retrieved.

6 Warranty, Material Defects

(1) The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period shall not apply to claims for damages of the Client arising from injury to life, limb or health or from intentional or grossly negligent breaches of duty on the part of INNOVAZE MEDIA or its vicarious agents, which will become time-barred in accordance with the relevant legal provisions.

(2) The delivered items must be carefully inspected immediately after delivery to the Client or to the third party designated by the Client. With regard to obvious defects or other defects which would have been evident in the course of an immediate, careful examination, they shall be deemed to have been approved by the Client if the INNOVAZE MEDIA does not receive a written notification of defects within seven working days after delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Client if the notification of defect is not received by INNOVAZE MEDIA within seven working days after the point in time at which the defect became apparent; however, if the defect was already apparent to the Client at an earlier point in time during normal use, this earlier point in time shall count as the start of the period for giving a notification of defect. At the request of INNOVAZE MEDIA, a rejected delivery item must be returned to INNOVAZE MEDIA carriage paid. INNOVAZE MEDIA will reimburse the costs of the most favourable shipping route in the event of a justified notification of defect; this is not applicable if the costs increase owing to the delivery item being located at a place other than the place of intended use.

(3) In the event of material defects in the delivered items, INNOVAZE MEDIA shall be initially obliged and entitled to choose between repair or replacement within a reasonable period of time. The Client shall be obliged to enable INNOVAZE MEDIA to inspect the item complained about and, if at all possible, to hand it over to INNOVAZE MEDIA for this purpose. In the case of a replacement delivery, the Client must return the defective item to INNOVAZE MEDIA in accordance with the statutory provisions. In all cases of rectification and replacement delivery, the Client shall be responsible for ensuring that no loss of programmes, data and data carriers occurs as a result of the subsequent fulfilment by creating backup copies in good time. The Client must also remove all additional equipment, modifications or attachments not supplied by INNOVAZE MEDIA in good time before subsequent fulfilment. If the Client’s request for rectification proves to be unjustified, the Client shall reimburse INNOVAZE MEDIA for the services provided by INNOVAZE MEDIA to an appropriate and customary extent.

(4) In the case of the failure, impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Client may withdraw from the contract or reduce the purchase price if and insofar as the legal requirements for this are fulfilled.

(5) If a defect is due to the fault of INNOVAZE MEDIA, the Client shall only be entitled to claim damages if the conditions set out in § 8 are met.

(6) In the event of defects in components, programmes or programme parts from other manufacturers, which INNOVAZE MEDIA cannot rectify for licensing or factual reasons, INNOVAZE MEDIA will, at its discretion, assert its warranty claims against the manufacturers and suppliers for the Client’s account or assign them to the Client. Warranty claims against INNOVAZE MEDIA shall only exist for such defects under the other conditions and in accordance with these General Terms and Conditions of Delivery if the judicial enforcement of the aforementioned claims against the manufacturers and suppliers has been unsuccessful or is pointless, such as due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Client against INNOVAZE MEDIA shall be suspended.

(7) The warranty is not applicable if the Client modifies the delivery item or has it modified by a third party without INNOVAZE MEDIA’s consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Client shall bear the additional costs of remedying the defect resulting from the modification.

(8) Any delivery of used objects agreed with the Client on a case-by-case basis shall be made under exclusion of any warranty for material defects.

7 Property Rights

(1) INNOVAZE MEDIA warrants in accordance with the provisions of this § 7 that the delivery item is free from third party industrial property rights or copyrights. Each contracting party must promptly notify the other contracting party in writing if claims are asserted against it for the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, INNOVAZE MEDIA, at its option and at its expense, modifies or replaces the delivery item in such a way that the rights of third parties are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Client by concluding a license agreement with the third party. If INNOVAZE MEDIA has not succeeded in doing so within a reasonable period of time, the Client shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Client are subject to the limitations of § 8 of these General Terms and Conditions of Delivery.

(3) In the event of infringements of rights by products of other manufacturers supplied by INNOVAZE MEDIA, INNOVAZE MEDIA, at its option, will assert its claims against the manufacturers and upstream suppliers for the account of the Client or cede them to the Client. In such cases, claims against INNOVAZE MEDIA only exist in accordance with this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, such as due to insolvency.

8 Liability for Damages Due to Fault

(1) INNOVAZE MEDIA’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contractual negotiations and tort, is limited in accordance with the provisions of this § 8, insofar as fault is relevant in each case.

(2) INNOVAZE MEDIA shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, except in the case of a breach of fundamental contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item on time, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly and obligations to provide advice, protection and care in order to enable the Client to use the delivery item in accordance with the contract or to protect life and limb of the Client’s personnel or to protect the Client’s property from significant damage.

(3) Insofar as INNOVAZE MEDIA is liable according to § 8 (2) on the merits for damages, such liability shall be limited to damages that INNOVAZE MEDIA foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or that it should have foreseen when exercising due care. Moreover, indirect damage and consequential loss due to defects in the delivery item shall only be compensable if such damages can typically be expected from intended use of the delivery item. The above provisions of this paragraph 3 shall not apply in the event of intentional or grossly negligent behaviour by members of INNOVAZE MEDIA’s executive bodies or its senior employees.

(4) In the event of liability for simple negligence, the obligation of INNOVAZE MEDIA to pay compensation for damage to property and further financial losses resulting therefrom shall be limited to an amount of EUR . . . . . per event of damage, even if this involves a breach of material contractual obligations.

(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of INNOVAZE MEDIA.

(6) Insofar as INNOVAZE MEDIA provides technical information or acts in an advisory capacity and this information or advice is not part of the contracted scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.

(7) However, the limitations of this § 8 shall not be applicable to INNOVAZE MEDIA’s liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the German Product Liability Act.

9 Retention of Title

(1) The following agreed retention of title serves to secure all existing current and future claims of INNOVAZE MEDIA against the Client arising from the business relationship between the contracting parties.

(2) The goods delivered by INNOVAZE MEDIA to the Client shall remain the property of INNOVAZE MEDIA until all secured claims have been paid in full. The goods and the goods covered by the retention of title which take their place in accordance with the following provisions are hereinafter referred to as “reserved goods”.

(3) The Client shall store the reserved goods free of charge for INNOVAZE MEDIA. It shall insure the reserved goods to a sufficient extent, in particular against fire and theft.

(4) The Client shall be entitled to process and sell the reserved goods in the ordinary course of business until the realisation event occurs (paragraph 9). Pledges and transfers of ownership by way of security are not permitted.

(5) If the Client processes the reserved goods, it is agreed this is done on behalf and for the account of INNOVAZE MEDIA as the manufacturer and that INNOVAZE MEDIA will gain immediate ownership or – if processed from materials from various owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) in the newly created item proportional to the value of the reserved goods and the value of the newly created item. In the event that no such acquisition of ownership should occur at INNOVAZE MEDIA, the Client hereby transfers its future ownership or – in the case of the above-mentioned proportion – co-ownership of the newly created item to INNOVAZE MEDIA as security. If the reserved goods are combined with other items to make a single product or are inseparably mixed and if one of the other items can be considered the main item so that INNOVAZE MEDIA or the Client acquires sole ownership, the party to which the main item belongs shall transfer co-ownership in the single product according to the proportion specified in sentence 1.

(6) In the event of resale of the reserved goods, the Client hereby cedes to INNOVAZE MEDIA by way of security the respective claim against the purchaser – if the reserved goods are co-owned by INNOVAZE MEDIA, in proportion to the co-ownership percentage. The same shall apply to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims in tort in the event of loss or destruction. INNOVAZE MEDIA revocably authorises the client to collect the claims assigned to INNOVAZE MEDIA in its own name. INNOVAZE MEDIA may only revoke this direct debit authorisation in the event of realisation.

(7) If third parties gain access to the reserved goods, in particular by way of seizure, the Client is to immediately notify them of INNOVAZE MEDIA’s ownership and notify INNOVAZE MEDIA accordingly to enable it to assert its ownership rights. If the third party is not in a position to reimburse INNOVAZE MEDIA for the judicial or extrajudicial costs incurred in this connection, the Client shall be liable to INNOVAZE MEDIA for such costs.

(8) INNOVAZE MEDIA will release the reserved goods and the items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%. INNOVAZE MEDIA shall be responsible for selecting the items to be released thereafter.

(9) If INNOVAZE MEDIA withdraws from the contract due to breach of contract by the client – in particular default of payment – (event of realisation), it shall be entitled to demand the return of the reserved goods.

 10 Software Use

(1) Insofar as software is included within the scope of delivery, the Client shall be granted a non-exclusive entitlement to utilisation of the delivered software including the documentation. It will be entrusted for the sole purpose of using the designated delivery item. The use of the software on more than one system is prohibited. The Customer may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (Sec. 69 a et seqq. UrhG (German Copyright Law)). The Customer hereby agrees not to remove manufacturer information – in particular copyright notes – nor to alter them without the express prior consent of the INNOVAZE MEDIA.

(2) All other rights to the software and the documentation including copies thereof shall remain with INNOVAZE MEDIA or with the software supplier. The granting of sub-licenses is not permitted.

11 Supplementary Provisions for Rental

(1) For the rental of devices, technical components, equipment, and systems by INNOVAZE MEDIA, the following provisions of this Section 16 shall also apply.

(2) The Client must handle the rental object diligently and with care, in particular observing any instructions for use and operation, maintenance and care recommendations, and protect the rental object from overuse. It must return the rental object in functional and operational condition in accordance with the contract and shall bear any cleaning costs incurred upon its return.

(3) The Client is prohibited from making changes of any kind to the rental object. In the event of any such changes, the Client shall bear all costs incurred in connection with restoring the object to its original condition.

(4) The Client must inform INNOVAZE MEDIA immediately in writing of any damage or malfunction of the rental object and of any breakdown. During the rental period, the Client may only have necessary repairs carried out professionally with the written authorisation of INNOVAZE MEDIA.

(5) The Client shall be liable for all damage unless this is due to normal wear and tear or technical failure during proper use.

(6) The Client shall ensure that damage and/or destruction of the rental object as a result of actions and/or failure to act by the Client are covered by the Client’s business liability insurance. The Client must also insure the rental object at replacement value against theft, breakage, transport, fire and water damage. The client must provide proof of existing insurance coverage at the request of INNOVAZE MEDIA by submitting a confirmation of insurance or the insurance policy. The Client hereby assigns to INNOVAZE MEDIA all insurance claims arising from damage or loss of the rental object for which the Client is responsible. In the event of damage to or caused by the rental object, the Client must inform INNOVAZE MEDIA immediately in writing, stating the time and cause of the damage and the extent of the damage.

(7) The Client may not transfer the rental object to third parties. The Client shall be directly liable for all damages resulting from the transfer to unauthorised third parties.

(8) The rental object must be returned to INNOVAZE MEDIA at the end of the contractually agreed rental period and within normal business hours. If the Client does not return the rental object on time, INNOVAZE MEDIA may choose to claim the agreed rental price for each day the rental period is exceeded or the daily price according to the valid price list as loss of rental income unless the Client can prove that the loss of rental income suffered by INNOVAZE MEDIA is less.

12 Supplementary Provisions for Repair

(1) For the repair of devices, technical components, equipment and systems by INNOVAZE MEDIA, the following provisions of this Section 17 shall also apply.

(2) The Client is obliged to back up all programmes and data on the device before INNOVAZE MEDIA carries out repair or other work. Accordingly, INNOVAZE MEDIA shall not be obliged to ensure that no programme or data losses are caused by repair, inspection or maintenance work.

(3) If the repair order is placed, INNOVAZE MEDIA shall be entitled to charge a flat-rate expense allowance of EUR 50.00 (net) plus the applicable statutory value added tax for the preparation of one or more cost estimates.

(4) In the event of the agreed disposal of a device, components or accessories, the Client shall also bear the disposal costs plus a processing fee of EUR 30.00 (net) plus the applicable statutory VAT. The actual disposal costs must be proven to the Client on request.

13 Final Provisions

(1) If the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between INNOVAZE MEDIA and the Client shall be Stuttgart or the Client’s registered office, at INNOVAZE MEDIA’s discretion. In these cases, however, the exclusive place of jurisdiction for actions against INNOVAZE MEDIA shall be Stuttgart. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

(2) The relations between INNOVAZE MEDIA and the Client are governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is not applicable.

(3) Insofar as the contract or these General Terms and Conditions of Delivery contain regulatory omissions, those legally effective provisions are deemed to have been agreed to fill these omissions which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known about the omission.