General Delivery and Payment Conditions of STOCK - INTERTRADE GmbH
1. Scope of Application, General Regulations
1.1 These General Delivery and Payment Terms and Conditions (hereinafter referred to as "the Conditions") exclusively apply to all current and future sales and deliveries of goods by Stock-Intertrade GmbH, Spenglerstraße 67, 23556 Lübeck, registered under HRB 24026 HL, (hereinafter referred to as "Stock-Intertrade"). Contradictory and/or supplementary general terms and conditions of the buyer shall not apply to Stock-Intertrade. This also applies if StockIntertrade is aware of those conditions or fulfills its contractual obligations without reservation.
1.2 The Conditions do not apply to consumers within the meaning of § 13 of the German Civil Code (BGB).
1.3 In the document of which these Terms and Conditions form a part, all contractual provisions entered into with the Buyer are set out in writing. The employees, sales representatives or other sales intermediaries of Stock-Intertrade are not authorized to make any collateral agreements or to give any assurances or guarantees that go beyond the content of the written agreements.
1.4 The trade clauses contained in this contract are to be interpreted in accordance with the Incoterms® 2020 (ICC International Rules for the Interpretation of Trade Terms) and their amendments in the currently valid version at the time of delivery.
1.5 Legal declarations and notices from the buyer regarding the contract (e.g., notices of defects, deadlines, reduction, or withdrawal) must be provided in writing. In terms of these Conditions, "in writing" includes written and text form (e.g., letter, email, fax). Legal formal requirements remain unaffected
1.6 In case of doubt, the German version of these Conditions shall prevail.
2. Offer, Conclusion of Contract, Quality of the Goods
2.1 All offers from Stock-Intertrade are non-binding and subject to change. The buyer's order for the goods is considered a binding contract offer. A contract is only concluded when Stock-Intertrade confirms an order in writing or executes the order.
2.2 AInformation provided by Stock-Intertrade regarding the nature of the goods (e.g., descriptions, dimensions, utility values, load capacity, technical data, tolerances) as well as representations thereof (illustrations, drawings) are only approximately applicable unless expressly designated as binding. They do not constitute guaranteed quality features but rather descriptions or designations of the goods. Deviations common in trade and deviations resulting from legal requirements or technical improvements, as well as the substitution of components with equivalent parts, are permissible as long as they do not impair the usability for the contractually intended purpose.
2.3 Public statements by Stock-Intertrade, the manufacturer of the delivered goods, or their agents, especially in advertising or labeling, do not constitute descriptions of the quality of the goods or a guarantee thereof.
2.4 If, in the buyer's opinion, the delivered goods are not exclusively suitable for ordinary use, or if the buyer assumes a specific suitability of the goods or a specific quality, or if the buyer plans to use the goods for an unusual purpose, process unusual materials, subject them to increased stress, or expose them to special risks to life, health, or the environment, or if compliance with special regulations is required, the buyer is obligated to inform Stock-Intertrade in writing of the corresponding expectations or circumstances before the contract is concluded.
2.5 If Stock-Intertrade has provided advice to the buyer, StockIntertrade is only liable for the functionality and suitability of the goods with an explicit written assurance and on the condition that the buyer has provided the necessary information for the proper provision of the service. Clause 9 (Liability) remains unaffected.
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3. Prices, Costs of Contract Execution
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3.1 The prices specified in the order confirmation shall apply. If a price is not expressly determined, the prices valid at the time of contract conclusion according to the price list of Stock-Intertrade shall apply. All prices are ex-works of the respective supplying Stock-Intertrade company (ex works/EXW in accordance with Incoterms 2020), excluding packaging, freight, postage, insurance, and plus valueadded tax at the legally required rate on the day of invoicing. The deduction of cash discounts requires a special written agreement. Additional country-specific charges may apply for international deliveries.
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3.2 Stock-Intertrade reserves the right to reasonably adjust prices in the event that order-related costs, such as energy, material, labor costs, or public levies, change significantly after the contract is concluded and before delivery by StockIntertrade or if price increases from upstream suppliers occur that were not calculably foreseeable, provided that Stock-Intertrade is not responsible for their occurrence. Price increases will be substantiated upon request by the buye
4. Terms of Payment
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4.1The purchase price is due and payable without deduction within 14 days from the invoice date and delivery of the goods. Afterward, the buyer shall be in default in accordance with § 286 (2) No. 2 of the German Civil Code (BGB). The legal consequences are determined by § 288 of the BGB.
4.2 If the Purchaser fails to meet its payment obligations, StockIntertrade is entitled to refuse performance in whole or in part until payment of the amounts due or provision of security. In the case of new customers or if the Purchaser is in default of payment with other claims of Stock-Intertrade, Stock-Intertrade reserves the right to deliver exclusively against advance payment.
4.3 If Stock-Intertrade is obliged to make advance performance and if, after the conclusion of the contract, it becomes apparent that there is a significant deterioration in the assets of the Purchaser which jeopardizes the payment of the purchase price, in particular if an application for the opening of insolvency proceedings against the assets of the Purchaser is filed, Stock-Intertrade may refuse delivery until the payment of the purchase price or the provision of security has been effected, without prejudice to any other rights. Stock-Intertrade is entitled to withdraw from the contract if the Purchaser has not paid the purchase price or provided security within a reasonable period of time.
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4.4 Insofar as the contract provides for the securing of payment by letter of credit, surety, guarantee or other means of security, the Purchaser is obliged to provide such security General terms and conditions of delivery and payment September 2023 site 2 of 5 within the agreed period in the agreed form. Stock-Intertrade shall under no circumstances be obliged to perform the contract prior to receipt of the agreed security for payment.
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4.5 Stock-Intertrade is entitled to set off all claims that the buyer has against Stock-Intertrade with all claims that StockIntertrade has against the buyer.
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4.6 The Purchaser shall only be entitled to rights of set-off or retention if and to the extent that its counterclaims have been legally established, are not disputed by StockIntertrade or have been acknowledged.
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4.7 In the event of more than one debt due, Stock-Intertrade reserves the right to use a payment, installment or down payment of the Buyer first to pay the debt which offers the least security, among several debts of equal security to pay the older debt and among debts of equal age to pay the debt proportionally.
4.8 An agreed cash discount always refers only to the invoice value excluding freight and other ancillary costs (packaging, insurance, etc.). The deduction presupposes that all due claims of Stock-Intertrade are settled at the time of the cash discount. Discount periods begin with the invoice date.
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4.9 The Purchaser is not entitled to assign any rights or claims under this Contract to third parties without the prior consent of Stock-Intertrade.
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4.10 If the Buyer defaults on a payment, all other claims shall become due for payment immediately.
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4.11 For deliveries and services to Buyers abroad it is expressly agreed that in case of default of payment by the Buyer all costs of legal action by Stock-Intertrade, both judicial and extrajudicial, shall be borne by the Buyer.
5. Delivery, Delay in Delivery, Transfer of Risk
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5.1 All deliveries shall be made ex works of the respective delivering Stock-Intertrade Company (ex works/EXW according to Incoterms 2020).
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5.2 Time specifications, in particular delivery times named by Stock-Intertrade, are only binding if they have been expressly agreed as binding by Stock-Intertrade. The provision of goods ex-works is the decisive factor for meeting delivery deadlines or delivery dates. StockIntertrade is in no way obliged to comply with confirmed delivery times if information, final product requirements or cooperative actions on the part of the Purchaser (e.g. provision of an agreed payment security, provision of domestic or foreign certificates or provision of import licenses required for dispatch or delivery of the goods) are not received within the agreed time limits or in due time before delivery. The defense of non-performance of the contract remains reserved.
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5.3 Delivery times shall be reasonably extended in cases of impediments to delivery for which Stock-Intertrade is not responsible, in particular in case of disruptions in energy supply or traffic, imposition of an embargo, labor dispute or official measures (such as quarantine orders). In case of delayed or failed self-delivery by a supplier of StockIntertrade, this shall apply if Stock-Intertrade has concluded a congruent covering transaction, neither Stock-Intertrade nor the supplier is at fault or Stock-Intertrade is not obliged to procure in the individual case. If the performance is not available even within the extended delivery period, StockIntertrade shall be entitled to withdraw from the contract in whole or in part; any consideration already paid by the Purchaser shall be refunded without undue delay. StockIntertrade shall inform the Purchaser of such obstacles to delivery without undue delay.
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5.4 If Stock-Intertrade is in delay with the performance of the contractual services for a reason for which Stock-Intertrade is responsible, the Purchaser shall be entitled, after expiry of a reasonable grace period of at least 10 working days from the due date, to claim compensation for the damage demonstrably caused by the delay. It shall amount to a maximum of 0.5% for each full week of exceeding the grace period, but in total not more than 5% of the value of that part of the total performance which cannot be used as a result of the delay. Any further liability of the Seller due to delay in performance (including any liability resulting from a termination of the contract by the Buyer due to the delay) is expressly excluded.
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5.5 Goods reported as ready for dispatch must be accepted without delay. Otherwise, Stock-Intertrade is entitled to either ship them at its own discretion or store them at standard freight rates and at the buyer's risk. Stock-Intertrade is also entitled to store the goods if the shipment undertaken by Stock-Intertrade cannot be carried out through no fault of its own.
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5.6 Goods notified as ready for shipment shall be taken over immediately. Otherwise Stock-Intertrade shall be entitled to dispatch them at its own choice or to store them at costs customary for forwarding and at the risk of the Purchaser. Stock-Intertrade shall also be entitled to the latter if the shipment accepted by Stock-Intertrade cannot be carried out through no fault of Stock-Intertrade.
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5.7 If the Purchaser does not accept the delivery despite the expiry of a reasonable grace period, Stock-Intertrade shall be entitled to sell the delivered goods elsewhere and to charge the Purchaser 20% of the purchase price as minimum damages. The Purchaser is entitled to prove that the damage was less.
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5.8 Stock-Intertrade shall be entitled to make partial deliveries, unless the partial performance of the contract is unreasonable for the Purchaser. Partial deliveries may be charged separately.
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5.9 The risk shall pass to the Purchaser upon handover to the railroad, the forwarder or the carrier, but at the latest upon leaving the factory or the warehouse, even if the delivery has been taken over by Stock-Intertrade.
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5.10 A free right of termination of the Buyer (in particular according to §§ 650, 648 BGB) is excluded.
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6. Packing, Packing cost, Shipping.
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6.1 To the extent customary in the trade, Stock-Intertrade shall deliver the goods packaged and protected against rust. Stock-Intertrade reserves the right to choose the packaging. The costs for packaging, shipping, payment transactions, customs duties, export, import or transit, etc. shall be invoiced separately to the Purchaser.
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6.2 In the event of damage in transit, the Buyer shall immediately report such damage to the transport company and arrange for a statement of facts to be submitted to the competent authorities. Insurance of the goods against transport damage shall only be effected upon special written order of the Buyer. The costs of this insurance shall be invoiced separately to the Buyer.
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6.3 Unless otherwise agreed in writing, the Purchaser shall be responsible for loading and unloading. If Stock-Intertrade has provided the Purchaser with loading units, Euro pallets, skeleton containers or other containers of its own, the Purchaser shall be obliged to return them to Stock-Intertrade at the latest 8 days after delivery completely emptied, cleaned in accordance with the regulations, complete and carriage paid. Other packaging (e.g. paper, foils, outer packaging) will not be taken back. The Purchaser is obliged to dispose of the packaging at his own expense.
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6.4 In the absence of special instructions, the choice of the means of transport and the transport route shall be made at the discretion of Stock-Intertrade.
7. Retention of Title
7.1 Stock-Intertrade retains title to the delivered goods (Reserved Goods) until all - present and future - claims arising from the business relationship with the Purchaser, in particular also the respective balance claims, have been satisfied.
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7.2 Processing shall always be carried out for Stock-Intertrade as manufacturer, but without any obligations for StockIntertrade. If Stock-Intertrade's ownership expires as a result of processing, Stock-Intertrade shall acquire co-ownership of the new item in the ratio of the value of the delivered items to the co-processed items at the time of processing. If the Purchaser acquires sole ownership by combining or mixing, it shall transfer co-ownership to Stock-Intertrade in proportion to the value of the delivered items to the other combined or mixed items at the time of combination or mixing. The Purchaser shall keep the (co-)ownership for Stock-Intertrade. If the goods are held by a third party, the Purchaser hereby assigns to Stock-Intertrade the claim for return against such third party. Stock-Intertrade accepts this assignment already now. The (co-)ownership acquired by Stock-Intertrade under these provisions shall pass to the Purchaser under the same conditions as the ownership of the goods delivered by Stock-Intertrade.
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7.3 The Purchaser shall be entitled to sell the Reserved Goods in the ordinary course of business. The Purchaser hereby assigns to Stock-Intertrade all present and future claims in the amount of the invoice amount (including value added tax) accruing to it from the resale of such goods. Stock-Intertrade hereby accepts this assignment. The Purchaser shall remain entitled to collect these claims even after the assignment. Stock-Intertrade's right to collect the claims itself shall remain unaffected. Stock-Intertrade is obliged not to collect the receivables as long as the Purchaser meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, as long as no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
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7.4 If the Reserved Goods are sold by the Purchaser together with other goods not delivered by Stock-Intertrade, the assignment of the claim arising from the resale shall only apply in the amount of the invoice value of the respective Reserved Goods sold. In the event of the sale of Retained Goods in which Stock-Intertrade has co-ownership shares pursuant to Clause 7.2, the assignment of the claim shall apply in the amount of such co-ownership shares.
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7.5 Goods reported as ready for dispatch must be accepted without delay. Otherwise, Stock-Intertrade is entitled to either ship them at its own discretion or store them at standard freight rates and at the buyer's risk. Stock-Intertrade is also entitled to store the goods if the shipment undertaken by Stock-Intertrade cannot be carried out through no fault of its own.
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7.6 The Buyer is prohibited from any other utilization of the reserved goods. In particular, he is not entitled to assign or pledge the Reserved Goods as security. The claims assigned to Stock-Intertrade may only be pledged or assigned as security to third parties with the prior consent of Stock-Intertrade.
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7.7 If the Purchaser breaches a material contractual obligation, in particular if it is in default of payment, Stock-Intertrade shall be entitled, after effective withdrawal from the contract, to take back the Retained Goods at the Purchaser's expense or to demand the assignment of any rights to possession of the
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Purchaser vis-à-vis third parties. Furthermore, Stock-Intertrade is entitled to revoke the Purchaser's right to resell as well as any authorization to collect, to collect the claims and to use, exploit or resell the Retained Goods. Stock-Intertrade may set off the proceeds from the sale of the reserved goods against the outstanding claims. The Purchaser shall be liable for the loss if the realization proceeds are less than the purchase price.
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7.8 If the value of the existing securities exceeds the secured claims by more than 20% in total, Stock-Intertrade shall be obliged to release the securities at Stock-Intertrade's option upon the Purchaser's request.
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7.9 To the extent that Stock-Intertrade is entitled to take back the Reserved Goods, the Purchaser shall irrevocably allow Stock-Intertrade and its representatives access to its business premises during normal business hours and tolerate the removal.
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7.10 As long as retention of title rights of Stock-Intertrade exist, the Purchaser is obliged to keep the Reserved Goods in proper technically fully functional condition. He is further obliged to bear the risks of damage/loss/theft of the goods and to insure the goods appropriately. He has to prove this to Stock-Intertrade upon request.
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8. Warranty
8.1 The Purchaser shall inspect the goods immediately after delivery in accordance with § 377 of the German Commercial Code (HGB) and notify Stock-Intertrade of any defects in writing without delay. If the Purchaser fails to notify StockIntertrade, the goods shall be deemed to have been approved, unless the defect was not recognizable at the time of inspection. If such a defect becomes apparent later, the notification must be made immediately after discovery, otherwise the goods shall be deemed approved also in view of this defect.
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8.2 If the delivered goods are defective, Stock-Intertrade shall, at Stock-Intertrade's option, remedy the defect or deliver goods free of defects (subsequent performance). If the supplementary performance fails or is unreasonable for the Purchaser, the Purchaser may, under the statutory conditions, reduce the purchase price, withdraw from the contract or claim damages in accordance with the provisions in clause 9 (Liability).
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8.3 The basis of our liability for defects is above all the agreement reached on the quality and the presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject of the order confirmation or the individual contract shall be deemed to be an agreement on quality in this sense.
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8.4 The special statutory provisions shall remain unaffected in the event of final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to § 478 BGB). Claims from supplier recourse shall be excluded if the defective goods have been further processed by the Buyer or another entrepreneur, e.g. by incorporation into another product.
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8.5 The Purchaser is obliged to give Stock-Intertrade sufficient time and opportunity to remedy the defect. Upon Stock-Intertrade's request, the Purchaser shall make available the rejected goods or samples thereof for the purpose of inspection. In the event of a replacement delivery, the Purchaser shall return the defective item to Stock-Intertrade in accordance with the statutory provisions.
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8.6 The Buyer's claim for reimbursement of the costs for the removal of defective goods and the installation of repaired or defect-free goods within the meaning of Section 439 (3) of the German Civil Code (BGB) is excluded.
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8.7 The warranty shall not apply if the Purchaser modifies the delivered goods or has them modified by third parties without the consent of Stock-Intertrade, unless the defect is not causally related to the modification.
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8.8 The limitation period for all warranty claims, including for all recourse claims referred to in § 445 a BGB, shall be 12 months and shall commence upon delivery of the goods. This shall not apply insofar as longer periods are prescribed by law in § 438 Para. 1 No. 2 (buildings and items normally used for buildings) and § 478 Para. 2 and Para. 3 BGB. In the case of intentional and grossly negligent breaches of duty or in the case of damage resulting from injury to life, body or health, the statutory limitation rules shall apply. § Section 445 b para. 2 sentence 1 BGB (suspension of the running of the statute of limitations) shall not apply except in the cases of Section 478 para. 2 and para. 3 BGB.
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8.9 Claims of the Buyer for expenses incurred for the purpose of subsequent performance resulting from the goods being taken to another location after delivery shall be excluded to the extent that they increase the expenses, unless the transfer is in accordance with the intended use.
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8.10 The costs incurred by Stock-Intertrade due to unjustified requests of the Purchaser to remedy defects (in particular inspection and transport costs) shall be reimbursed to Stock-Intertrade by the Purchaser, unless the lack of defectiveness was not recognizable for the Purchaser.
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8.11 Statutory rights of recourse of the Purchaser against StockIntertrade shall only exist to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory claims for defects.
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8.12 Used items are sold as inspected to the exclusion of any warranty.
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8.13 Further claims of the Buyer shall be excluded in accordance with Clause 9 (Liability)
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9. Liability
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9.1 Subject to the following provisions, Stock-Intertrade shall be liable on the merits within the scope of the statutory provisions
(i) for all culpably inflicted personal injury, property damage and financial loss and
(ii) also without fault, to the extent that liability is mandatory by law, such as under the Product Liability Act.
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9.2 If Stock-Intertrade is responsible for a damage of the Purchaser pursuant to clause 9.1 above, Stock-Intertrade shall be liable, subject to statutory limitations of liability (e.g. diligence in own affairs; insignificant breach of duty), only for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper performance of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, StockIntertrade's liability shall be limited to the compensation of the foreseeable, typically occurring damage.
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9.3 The limitations of liability pursuant to Section 9.2 shall not apply:
(i) in case of intent and gross negligence;
(ii) in the case of damage resulting from injury to life, body or health;
(iii) in the case of mandatory statutory provisions such as the Product Liability Act; and
(iv) in the absence of a guaranteed quality, if and to the extent that the guarantee has the specific purpose of protecting the Buyer against damage that has not occurred to the delivered goods themselves.
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9.4 Insofar as the liability of Stock-Intertrade is excluded or limited, this shall also apply to the personal liability of the employees, legal representatives and vicarious agents of Stock-Intertrade.
10. Force Majeure
10.1 Notwithstanding the provisions of Clause 9 (Liability), StockIntertrade shall not be responsible or liable for any disruption or delay in the performance of any part of this Agreement due to events of force majeure, including but not limited to strikes, labor disputes, (prolonged) epidemics/pandemics and/or governmental measures (such as quarantine orders). In such a case Stock-Intertrade is entitled to postpone the delivery for the duration of the impediment and a reasonable start-up time and, should these events last for more than 30 days, to withdraw from the contract in whole or in part because of the part not yet fulfilled.
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10.2 Force majeure shall be deemed to include circumstances, e.g. operational disruptions or disruptions in the supply chain (in particular due to persistent epidemics/pandemics or a discontinuation/reduction of energy supply), which are beyond Stock-Intertrade's control and for which it is not responsible and which make it impossible for StockIntertrade to deliver on time despite reasonable efforts; Stock-Intertrade shall provide evidence thereof.
11. Sales Tax, Sales Tax Identificat Export, Confirmation of Arrival
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11.1 In the case of deliveries to other EU member states, the Purchaser shall notify Stock-Intertrade prior to the delivery of its VAT identification number under which it carries out the purchase taxation within the EU. As long as the notification has not been made, Stock-Intertrade shall not be obliged to make the delivery or the Purchaser shall pay the VAT amount legally owed by Stock-Intertrade for Stock-Intertrade's deliveries in addition to the agreed price.
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11.2 If the Purchaser or its agent collects the goods and transports, moves or ships them to countries that are not EU member states, the Purchaser shall submit to StockIntertrade the export certificate required for tax purposes or the confirmation of arrival within 10 working days after delivery. If the proof is not presented, the Purchaser shall pay the amount of VAT legally owed by Stock-Intertrade in addition to the agreed price.
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11.3 Stock-Intertrade reserves the right to initially calculate and collect the VAT and to credit and refund the VAT to the export and the originally submitted invoice after submission of the required evidence.
12. Confidentiality
12.1 The Purchaser shall use all documents (including samples and data) and knowledge obtained from the business relationship only for the purpose of the contract and shall keep them secret from third parties with the same care as its own documents and knowledge, if Stock-Intertrade General terms and conditions of delivery and payment September 2023 site 5 of 5 designates them as confidential or has an obvious interest in keeping them secret.
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12.2 This obligation shall commence upon first receipt of the documents or knowledge and shall end 36 months after the end of the business relationship.
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13. Intellectual Property
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13.1 Stock-Intertrade reserves all property rights and copyrights to illustrations, brochures, calculations and other documents; they may not be made accessible to third parties. This applies in particular to such written documents which are designated as "confidential". The Purchaser shall require the express written consent of Stock-Intertrade before passing them on to third parties.
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13.2 Upon Stock-Intertrade's request, the Purchaser is obliged to surrender at any time all drawings, illustrations, brochures, calculations and other documents provided to it by Stock-Intertrade.
​13.3 In the event that the delivered goods infringe an industrial property right or copyright of a third party, Stock-Intertrade shall, at its option and at its expense, modify or replace the delivered goods in such a way that no rights of third parties are infringed any more, but the goods continue to fulfil the contractually agreed functions, or procure the right of use for the Seller by concluding a license agreement with the third party. If Stock-Intertrade does not succeed in doing so within a reasonable period of time, the Purchaser shall be entitled to rescind the contract or to reduce the purchase price appropriately. Any claims for damages of the Purchaser shall be subject to the limitations of Clause 9 (Liability).
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14 Partnership Clause
For all compensation payments, in particular for the amount of damages and removal and installation costs (if such are to be borne by Stock-Intertrade), the economic circumstances of the contracting parties, the type, scope and duration of the business relationship, any causation and/or fault contributions of the Purchaser in accordance with § 254 BGB, a particularly unfavorable installation situation as well as the value of the goods shall be reasonably taken into account in good faith.
15. Applicable Law, Place of Jurisdiction, Place of Performance
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15.1 The contractual relationship shall be governed by the laws of the Federal Republic of Germany. The uniform UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) shall not apply.
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15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the registered office of Stock-Intertrade. Notwithstanding this agreement on the place of jurisdiction, Stock-Intertrade may also sue the Purchaser at its place of business.
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15.3 Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of Stock-Intertrade.
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16. Partial Invalidity
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Should individual provisions of these terms and conditions be invalid or void in whole or in part, the contracting parties undertake to agree to a provision that largely achieves the meaning and purpose pursued by the invalid or void provision.