Last updated: October 2026
This is a non-binding English translation. In the event of discrepancies, the German version is legally authoritative (§ 1 (7)).
AGMT Group – Malte Timm & Andreas Gonke GbR
Osterholzer Dorfstraße 71e, 28307 Bremen, Germany
www.agmt-group.com · malte@agmt-group.com · andreas@agmt-group.com
Partners: Malte Timm and Andreas Gonke · VAT ID: DE 451 649 175
These Terms apply exclusively to business-to-business (B2B) transactions. No sales are made to consumers.
(1) These General Terms and Conditions of Sale and Delivery ("Terms") apply to all contracts between AGMT Group – Malte Timm & Andreas Gonke GbR ("AGMT") and its customers ("Customer") for the supply of goods, in particular technical industrial components, spare and wear parts, and for procurement, customs clearance, shipping and export services, including where AGMT provides such services without supplying goods itself (§ 14). They also apply to all future transactions with the Customer without the need for renewed reference to them.
(2) These Terms apply only to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, special funds under public law and comparable foreign businesses and institutions. By submitting an inquiry or order, the Customer confirms that it is acting in the exercise of its commercial or independent professional activity.
(3) The Customer's general terms and conditions shall not become part of the contract, even if AGMT does not expressly object to them or delivers in knowledge of such terms. They apply only if AGMT expressly agrees to their validity in text form.
(4) Individual agreements made in a specific case (including collateral agreements, supplements and amendments) take precedence over these Terms. Subject to proof to the contrary, a contract in text form or AGMT's order confirmation is decisive for their content.
(5) Legally relevant declarations and notices by the Customer after conclusion of the contract, in particular setting of deadlines, notices of defects, withdrawal or price reduction, require text form (e.g. email).
(6) Trade terms shall be interpreted in accordance with the Incoterms® 2020 of the International Chamber of Commerce (ICC).
(7) If AGMT also provides these Terms in another language, the German version shall prevail in the event of discrepancies or questions of interpretation.
(1) AGMT's quotations are subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period. Unless stated otherwise, quotations designated as binding are valid for 14 calendar days from the quotation date.
(2) The Customer's order constitutes a binding offer to conclude a contract. AGMT may accept it within 10 working days of receipt. The contract is concluded by AGMT's order confirmation in text form, at the latest upon delivery. Sending a pro forma invoice in response to an order constitutes an order confirmation unless expressly designated otherwise.
(3) The Customer is responsible for the accuracy and completeness of its specifications, in particular manufacturer, part or item number, type designation, dimensions, technical characteristics, quantity and intended use. AGMT procures the goods on the basis of these specifications. AGMT owes an examination of whether the goods are suitable for or compatible with the Customer's specific intended use, plant or machine only if this has been expressly agreed in text form.
(4) If AGMT offers alternative, successor or replacement parts at the Customer's request or due to lack of availability, these are marked as such in the quotation. The Customer decides whether the alternative part is usable; by ordering it, the Customer assumes responsibility for its suitability in this respect.
(5) Technical data, illustrations, dimensions, weights and other performance data in quotations, data sheets or catalogues are based on manufacturers' information. They are descriptions and not guarantees of quality or durability. AGMT assumes guarantees only if they are expressly designated as such in text form.
(6) Customary deviations as well as design or material changes by the manufacturer are reserved, provided they do not impair usability for the contractually intended purpose and are reasonable for the Customer.
(1) The prices stated in the quotation or order confirmation apply. Unless otherwise agreed, they are in euros, net, FCA Bremen (Incoterms® 2020), including customary shipping packaging.
(2) Unless expressly stated, prices do not include: freight, transport insurance, special export or seaworthy packaging (e.g. wooden crates according to ISPM 15), consular and legalisation fees, and all customs duties, import charges, taxes (e.g. GST/HST in Canada), fees and customs clearance costs in the country of destination. These are borne by the Customer.
(3) For deliveries within Germany, statutory VAT is charged in addition. Deliveries to third countries are made as VAT-exempt export deliveries if the statutory requirements are met (§ 4 No. 1 lit. a, § 6 UStG). Deliveries to businesses in other EU member states are VAT-exempt if the Customer provides a valid VAT identification number and the other requirements are met (§ 4 No. 1 lit. b, § 6a UStG).
(4) Payments must be made free of charges for AGMT (charge option "OUR"). All bank, transfer, correspondent bank and currency conversion fees are borne by the Customer. If less than the amount owed is received, AGMT may claim the difference and withhold delivery until it is settled in full.
(5) Quotations in foreign currency (e.g. CAD or USD) are based on the exchange rate on the quotation date. For non-binding quotations, AGMT may adjust the price until the order confirmation to reflect interim changes in exchange rates or manufacturer prices. If invoiced in foreign currency, the invoice amount is owed in that currency.
(6) For orders with a net goods value below EUR 100, AGMT may charge a handling fee stated in the quotation.
(1) Unless expressly agreed otherwise in text form, AGMT delivers exclusively against 100 % payment in advance. This is based on AGMT's pro forma invoice or order confirmation.
(2) The amount must be paid without deduction to the account specified by AGMT within the period stated in the pro forma invoice or, if none is stated, within 7 calendar days of its receipt. The full credit to AGMT's account is decisive. The pro forma or order number must be stated as the payment reference.
(3) AGMT is obliged to order the goods from the supplier and to deliver only after receipt of full payment. Delivery periods begin only upon receipt of payment (§ 5 (2)).
(4) If payment is not received on time, AGMT is no longer bound by quoted prices and delivery dates. After a reasonable grace period has expired without result, AGMT may withdraw from the contract. Further statutory rights remain unaffected.
(5) If delivery on account is agreed by way of exception, the invoice amount is due without deduction within 14 calendar days of the invoice date. Upon expiry of this period, the Customer is in default without a reminder. During default, the Customer owes default interest at 9 percentage points above the respective base rate (§ 288 (2) BGB) and the default lump sum of EUR 40 (§ 288 (5) BGB). The right to claim further damages for default is reserved.
(6) Cash discounts are granted only if expressly agreed.
(7) The Customer may only set off counterclaims that are undisputed or have been finally established by a court. The Customer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. In the event of defects in the delivery, the Customer's counter-rights, in particular under § 10 (4) sentence 3, remain unaffected.
(8) If circumstances become known after conclusion of the contract that call the Customer's ability to pay into serious question, § 321 BGB applies. In this case, AGMT may also demand payment in advance for orders for which different terms have already been agreed.
(1) Delivery dates and periods are binding only if they have been expressly agreed as binding in text form. Otherwise they are estimates based on the delivery times of manufacturers and suppliers.
(2) Delivery periods begin at the earliest upon receipt of full payment, clarification of all technical and commercial details and receipt of all information and documents to be provided by the Customer, in particular the information required for export and import (§ 7). A delivery period is met if the goods have been handed over to the carrier or the Customer has been notified of readiness for dispatch by its expiry.
(3) As a distributor, AGMT depends on supplies from manufacturers and suppliers. If AGMT, despite having concluded a corresponding covering transaction in good time, is not supplied, not correctly supplied or not supplied on time by its supplier and AGMT is not responsible for this, delivery periods are extended appropriately. If the goods are permanently unavailable, AGMT may withdraw from the contract in whole or in part. AGMT will inform the Customer of the unavailability without undue delay and refund payments already made for the part not delivered without undue delay, at the latest within 14 days. If delivery is delayed for this reason by more than 6 weeks beyond the originally notified date, the Customer may also withdraw with respect to the part not yet delivered.
(4) Force majeure and other events beyond AGMT's control release AGMT from its obligation to perform for the duration of the disruption and a reasonable start-up period. These include in particular natural disasters, epidemics, war, terrorism, strikes and lockouts (including at suppliers and carriers), official measures, embargoes and sanctions, the refusal or delay of export licences, customs and border clearance delays, disruptions at transport and logistics companies, and shortages of energy and raw materials. If the disruption lasts longer than 8 weeks, both parties may withdraw from the contract with respect to the part not yet performed. Payments made for services not rendered will be refunded without undue delay.
(5) Partial deliveries are permitted insofar as they are reasonable for the Customer, in particular if delivery of the remaining goods is ensured. AGMT bears additional shipping costs if the partial delivery is made at AGMT's instigation.
(6) If AGMT is in default of delivery, the Customer's rights are governed by statutory provisions; AGMT owes damages only in accordance with § 11. In the case of default caused by slight negligence, compensation for damage caused by delay is limited to 0.5 % of the net value of the delayed delivery for each full week, up to a maximum of 5 % of this value in total.
(1) Unless otherwise agreed, delivery is FCA Bremen, Germany (Incoterms® 2020). AGMT hands over the goods in Bremen, at AGMT's business premises or at an acceptance point of the carrier, to the carrier nominated by the Customer.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the Customer upon handover to the carrier. This also applies to partial deliveries and if AGMT organises transport at the Customer's request.
(3) The Customer nominates the carrier and provides all necessary information in good time, in particular the customer or account number with the parcel service or the forwarding order, the complete consignee details, the importer (Importer of Record) and, where applicable, the customs agent in the country of destination. Freight is charged to the Customer (e.g. "Bill to Receiver" or freight collect).
(4) If AGMT organises shipping at the Customer's request, this is done for the Customer's account and at the Customer's risk. AGMT selects the shipping method and carrier at its reasonable discretion without being responsible for the fastest or cheapest shipping method. AGMT takes out transport insurance only at the Customer's express request and expense. Other Incoterms (e.g. CPT, CIP or DAP) apply only if expressly agreed.
(5) Upon receipt, the Customer inspects the consignment for externally visible transport damage and shortages. The Customer notes these on the carrier's delivery receipt, reports them to the carrier within the time limits applicable to the carrier and informs AGMT without undue delay in text form.
(6) AGMT packs the goods in the customary manner and suitably for the chosen shipping route. Special packaging (e.g. export crates according to ISPM 15, corrosion or moisture protection, dangerous goods packaging) is charged separately. Packaging is not taken back; the Customer arranges disposal at its own expense, insofar as legally permissible.
(7) If shipping is delayed for reasons for which the Customer is responsible (e.g. failure to nominate the carrier or missing customs and import information), the risk passes to the Customer upon notification of readiness for dispatch. From the 15th day after this notification, AGMT may charge storage costs of 0.5 % of the net goods value for each week or part thereof, up to a maximum of 5 % in total. Both parties reserve the right to prove higher or lower costs. After a reasonable grace period has expired without result, AGMT may withdraw from the contract, otherwise dispose of the goods and claim damages.
(1) For deliveries to third countries, AGMT as exporter handles the export declaration in Germany unless otherwise agreed. Import, customs clearance and payment of all import duties in the country of destination are the responsibility of the Customer as importer. AGMT does not act as importer (Importer of Record).
(2) The Customer provides AGMT in good time with all information required for export, export control and import, in particular complete consignee and importer details and information on the end user, end use and final destination. Upon request, the Customer issues an end-use statement. Costs and delays due to missing or incorrect information are borne by the Customer.
(3) Upon request, the Customer provides AGMT with all evidence that AGMT requires for the VAT exemption of the delivery, in particular if the Customer organises transport itself. If the tax exemption cannot be proven for reasons for which the Customer is responsible, the Customer owes the statutory German VAT in addition to the net price.
(4) AGMT issues preferential origin declarations, e.g. under the trade agreement between the EU and Canada (CETA), only if and to the extent that the goods meet the rules of origin and AGMT has sufficient supplier declarations or evidence. AGMT owes a specific preferential origin or customs advantage only if expressly agreed in text form. Information on the country of origin and the customs tariff number (HS code) is based on information from manufacturers and suppliers; classification in the country of import is the responsibility of the Customer.
(5) Performance of the contract by AGMT is subject to the proviso that there are no obstacles arising from national or international foreign trade regulations, in particular embargoes and other sanctions. The Customer complies with the applicable export control and sanctions regulations of the European Union, the Federal Republic of Germany, the United States of America (where applicable) and its own country whenever it passes on the goods.
(6) The Customer is prohibited from selling, exporting or re-exporting the goods supplied, directly or indirectly, to Russia or Belarus or for use in Russia or Belarus (Art. 12g of Regulation (EU) No 833/2014, Art. 8g of Regulation (EC) No 765/2006). The Customer imposes corresponding obligations on any purchasers in the supply chain, establishes an adequate monitoring mechanism and informs AGMT without undue delay of any violations by third parties that come to its attention. A breach of this paragraph constitutes a material breach of contract. AGMT may then withdraw from the contract or terminate the business relationship without notice and claim a contractual penalty of 10 % of the net value of the goods concerned. Further claims for damages remain unaffected; the contractual penalty is credited against them.
(7) AGMT may refuse delivery or withdraw from the contract if required licences are not granted or if there are concrete indications of a violation of foreign trade law. Insofar as AGMT is not responsible for this, claims for damages by the Customer are excluded; payments made for goods not delivered will be refunded.
(8) The Customer indemnifies AGMT against all third-party claims, fines and costs arising from a culpable breach of its obligations under this § 7.
(1) The goods delivered remain the property of AGMT until full payment of all claims under the respective contract and, in the case of an ongoing business relationship, of all claims arising from the business relationship ("Reserved Goods").
(2) The Customer may resell, process or install the Reserved Goods in the ordinary course of business. The Customer is not permitted to pledge them or transfer them by way of security. In the event of seizure or other third-party access to the Reserved Goods, the Customer informs AGMT without undue delay in text form and notifies the third party of AGMT's ownership.
(3) The Customer hereby assigns to AGMT all claims arising from the resale of the Reserved Goods in the amount of the final invoice amount of AGMT's claim; AGMT accepts the assignment. The Customer remains authorised to collect these claims as long as it meets its payment obligations towards AGMT.
(4) If the Reserved Goods are processed, combined or mixed with other items not belonging to AGMT, AGMT acquires co-ownership of the new item in the ratio of the invoice value of the Reserved Goods to the value of the other items at the time of processing. In all other respects, the same applies to the new item as to the Reserved Goods.
(5) In the event of conduct by the Customer contrary to the contract, in particular default in payment, AGMT may withdraw from the contract in accordance with statutory provisions and demand return of the Reserved Goods.
(6) At the Customer's request, AGMT releases the securities to which it is entitled insofar as their realisable value exceeds the claims to be secured by more than 10 %. AGMT selects the securities to be released.
(7) If the retention of title is not effective, or not fully effective, under the law of the country in which the goods are located, the security right that most closely corresponds to the retention of title under that law is deemed agreed. The Customer cooperates at its own expense in all measures required to create, perfect and maintain such a security right, e.g. a registration under the Personal Property Security Act in force in Ontario or comparable regulations of other provinces and states.
(1) If AGMT procures parts that are manufactured according to drawings, models, samples, CAD data, configurations or other specifications of the Customer ("Custom Parts"), the Customer is solely responsible for the accuracy, completeness and suitability of these specifications. AGMT owes execution in accordance with the specifications, not their design or functional review.
(2) Unless otherwise specified, the general tolerances according to DIN ISO 2768-1, tolerance class "m", or the standards relevant to the respective manufacturing process apply to dimensions without tolerance specifications.
(3) For Custom Parts, production-related over- or under-deliveries of up to 5 % of the quantity ordered are permissible. The quantity actually delivered is invoiced.
(4) If samples or first articles are approved by the Customer, their characteristics are deemed the agreed quality. Deviations from the drawing that were already recognisable on the approved sample do not constitute a defect.
(5) Costs for tooling, fixtures and programming are shown and charged separately. Unless otherwise agreed, they remain the property of the manufacturer.
(6) The Customer warrants that manufacture and delivery according to its specifications do not infringe any third-party intellectual property rights (e.g. patents, utility models, designs, trademarks, copyrights). The Customer indemnifies AGMT against all third-party claims and associated costs.
(7) Custom Parts are excluded from cancellation and return (§ 12 (4)).
(1) The Customer's rights in the event of material defects and defects of title are governed by statutory provisions unless otherwise provided below. The provisions on supplier recourse (§§ 445a, 445b, 478 BGB) remain unaffected.
(2) The basis of liability for defects is the agreement reached on the quality of the goods. The product descriptions specified in the quotation or order confirmation are deemed to be such an agreement. AGMT assumes no liability for public statements by the manufacturer or other third parties, in particular advertising statements.
(3) The Customer must inspect the goods without undue delay after receipt, in particular for identity (manufacturer, part number), quantity and externally visible defects. Obvious defects must be notified to AGMT in text form within 7 working days of receipt of the goods, and defects not recognisable during inspection within 7 working days of their discovery. If the goods are intended for installation, the inspection must take place before installation. If the Customer fails to carry out proper inspection or notification, AGMT's liability for the defect not notified is excluded unless AGMT fraudulently concealed the defect. §§ 377, 381 of the German Commercial Code (HGB) remain unaffected.
(4) If the goods are defective, AGMT provides subsequent performance at its own discretion by remedying the defect or delivering goods free of defects. AGMT may have subsequent performance carried out by the manufacturer. Insofar as the purchase price has not yet been paid, the Customer may withhold a part of it that is reasonable in relation to the defect. AGMT's right to refuse subsequent performance under the statutory conditions remains unaffected.
(5) Returns are accepted only after prior agreement with AGMT (return authorisation number). The Customer provides AGMT with photos, serial numbers and a description of the fault, hands over the goods complained about for inspection upon request and gives AGMT the necessary time and opportunity for subsequent performance. For returns from third countries, the Customer declares the consignment, after consultation with AGMT, as returned goods or goods for repair and encloses the required export documents. Additional costs due to incorrect declaration are borne by the Customer.
(6) AGMT bears the expenses required for inspection and subsequent performance, in particular transport, labour and material costs and, where applicable, removal and installation costs, in accordance with statutory provisions if a defect actually exists. If a request to remedy a defect proves to be unjustified, AGMT may demand reimbursement from the Customer of the costs incurred, in particular inspection and transport costs, unless the absence of a defect was not recognisable to the Customer.
(7) If subsequent performance fails or a reasonable deadline has expired without result, the Customer may withdraw from the contract or reduce the purchase price in accordance with statutory provisions. There is no right of withdrawal in the case of an insignificant defect. Claims for damages or reimbursement of futile expenses exist only in accordance with § 11.
(8) There are no claims for defects in the case of natural wear and tear or damage arising after the transfer of risk from improper storage, assembly, commissioning or handling, disregard of manufacturer or operating instructions, unsuitable operating materials, electrostatic or electrical effects, or modifications and repairs by the Customer or third parties, insofar as AGMT is not responsible for these.
(9) If a manufacturer grants a guarantee, it is governed exclusively by the manufacturer's guarantee terms. AGMT supports the Customer in asserting claims but does not assume any guarantee of its own.
(10) Goods designated in the quotation as used, refurbished or surplus stock are delivered excluding liability for defects. Liability under § 11 (1) remains unaffected.
(11) Notwithstanding § 438 (1) No. 3 BGB, claims for material defects and defects of title become time-barred 12 months after delivery of the goods to the Customer. This does not apply in cases of intent, gross negligence, fraudulent intent, assumption of a guarantee, injury to life, body or health, claims under the Product Liability Act, or in the cases of § 438 (1) Nos. 1 and 2 and §§ 445b, 478 BGB; in these cases the statutory periods apply.
(1) AGMT is liable without limitation in accordance with statutory provisions in cases of intent and gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect, assumption of a guarantee, and under the Product Liability Act.
(2) In the case of simple negligence, AGMT is liable only for breach of a material contractual obligation. A material obligation is one whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer regularly relies and may rely. In this case, liability is limited to compensation for the damage typical of the contract and foreseeable at the time the contract was concluded.
(3) Otherwise, AGMT's liability for simple negligence is excluded.
(4) In the case of paragraph 2, AGMT compensates indirect and consequential damage, in particular loss of profit, production and downtime losses, costs of covering purchases from third parties and contractual penalties towards third parties, only insofar as such damage is typically to be expected when the goods are used as intended.
(5) The above limitations of liability also apply in favour of AGMT's partners, employees, representatives and vicarious agents.
(6) Due to a breach of duty that does not consist of a defect, the Customer may only withdraw or terminate if AGMT is responsible for the breach of duty.
(1) Upon conclusion of the contract, the order is binding on the Customer. There is no right to cancel or to return goods free of defects. There is no statutory right of withdrawal in business-to-business transactions.
(2) If AGMT exceptionally agrees to a cancellation in text form, the Customer reimburses the costs incurred up to that point, in particular suppliers' cancellation, return and restocking fees, freight and customs costs and AGMT's handling effort. Instead of a specific calculation, AGMT may charge a flat rate of 15 % of the net order value. The Customer may prove that no damage or substantially less damage has been incurred; AGMT reserves the right to prove higher damage. Payments made will be refunded less these amounts.
(3) Goods free of defects are taken back only by way of exception as a goodwill gesture and with AGMT's prior consent in text form. The goods must be returned unused, undamaged, complete and in unopened original packaging within 14 days of consent at the Customer's expense and risk; customs duties and import charges for the return are borne by the Customer. AGMT charges a restocking fee of 20 % of the net goods value, at least EUR 50, plus any suppliers' return fees. The credit is issued after receipt and inspection of the goods.
(4) The following are excluded from cancellation and return:
(1) Both parties treat as confidential all non-public commercial and technical information of the other party that becomes known to them in the course of the business relationship. This applies in particular to AGMT's quotations, prices and terms.
(2) The Customer agrees that AGMT may pass on the Customer's technical information, part numbers, drawings and other documents to manufacturers, suppliers, contract manufacturers, carriers, customs service providers and authorities insofar as this is necessary for obtaining quotations, procurement, manufacturing, delivery and customs clearance. AGMT discloses the Customer's name only insofar as necessary.
(3) AGMT is not obliged to disclose sources of supply, manufacturer or supplier contacts or purchase prices to the Customer.
(4) AGMT names the Customer as a reference only with the Customer's prior consent.
(5) AGMT processes personal data of the Customer and its contact persons for the initiation and performance of the contract and for compliance with legal obligations (Art. 6 (1) lit. b and c GDPR). For delivery and customs clearance, data are transferred to parcel services, freight forwarders and customs authorities, including in third countries. Details are set out in AGMT's privacy policy at www.agmt-group.com/datenschutz.
(1) If AGMT sells the goods to the Customer itself, procurement, export handling and shipping organisation are ancillary services under the purchase contract, to which §§ 2 to 12 apply. AGMT does not act as the Customer's freight forwarder, carrier, warehouse keeper or customs representative.
(2) If, on the basis of a separate agreement, AGMT provides services for goods that AGMT does not sell to the Customer itself, in particular procurement in the name and for the account of the Customer, customs clearance or the organisation of transport ("Services"), the following paragraphs apply. In addition, § 1, § 3 (4), § 4, § 5 (4), § 7 (2), (5) and (6), § 11, § 13 and § 15 apply accordingly. The type, scope and remuneration of the Services result from AGMT's quotation.
(3) In the case of procurement in the name and for the account of the Customer, the purchase contract is concluded directly between the Customer and the supplier. AGMT owes the careful selection of the supplier and the proper handling of the order, but not the quality or timely delivery of the goods. Claims for defects and delivery are directed against the supplier; AGMT supports the Customer in asserting them.
(4) Unless otherwise agreed, AGMT submits customs declarations as direct representative in the name and for the account of the Customer (Art. 18 Union Customs Code). The Customer grants the necessary power of attorney for this and is responsible for the accuracy and completeness of all information, in particular regarding description of goods, customs tariff number, customs value, origin and end use. Customs duties, import VAT and other charges are owed by the Customer. Import clearance in third countries is carried out by a customs agent licensed there (in Canada, a licensed customs broker), engaged by the Customer itself or by AGMT on its behalf.
(5) AGMT organises transport in the name and for the account of the Customer, preferably via the Customer's own accounts with parcel services and freight forwarders. The contract of carriage is concluded between the Customer and the carrier; the carrier's terms of carriage apply. In this respect, AGMT is liable only for the careful selection of the carrier and the proper issuing of instructions. If AGMT exceptionally concludes a contract of carriage or forwarding in its own name, the statutory liability provisions of the HGB or the relevant international conventions (e.g. CMR, Montreal Convention), including the maximum liability amounts provided therein, apply notwithstanding § 11.
(6) The Customer reimburses freight, customs duties, taxes, fees and other third-party costs advanced by AGMT on its behalf without undue delay against proof. AGMT may demand a reasonable advance for these and for the agreed remuneration and withhold performance until it is received.
(7) AGMT has a right of retention and a lien on the Customer's goods and documents in its possession for all due claims arising from the business relationship. For claims not connected with the respective order, this applies only insofar as they are undisputed or have been finally established by a court.
(1) Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is Bremen.
(2) These Terms and all legal relationships between AGMT and the Customer are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law. Mandatory provisions of the law of the place where the goods are located, in particular regarding retention of title (§ 8 (7)), remain unaffected.
(3) The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising from or in connection with the contractual relationship is Bremen if the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. AGMT is also entitled to sue at the Customer's registered office or at any other permissible place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.
(4) Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.