GENERAL TERMS AND CONDITIONS OF SALES CONTRACTS
ENTERED INTO VIA E-SHOP AT PARTSALLIANCELAUNDRY.COM
1. INITIAL PROVISIONS
1.1 These general terms and conditions of sales via e-shop at alspartsv1.alliancels.net (“Terms”) govern the mutual rights and obligations of the parties to any sales contract entered into with entrepreneurs via remote communication using the e-shop application available at the website alspartsv1.alliancels.net (“E-Shop”) operated by Alliance Laundry CE s.r.o., a legal entity established and existing pursuant to Czech law, with its registered office at Místecká 1116, 742 58 Příbor, Czech Republic, ID No. 29451914, entered in the Commercial Register administered by the Regional Court in Ostrava under file No. C 54389 (“Alliance”).
1.2 These Terms and their content form an integral part of the sales contract between Alliance as the seller and the Customer as the buyer (Alliance and the Customer – “Parties”) using the E-Shop (“Sales Contract”).
1.4 If the terms individually agreed between the Parties in the Sales Contract are in conflict with these Terms, the individually agreed terms shall prevail.
2.1 Unless the context indicates otherwise, the capitalized terms used in these Terms shall have the following meaning:
“Alliance” shall have the meaning set out in clause 1.1.
“Civil Code” shall mean Czech Act No. 89/2012 Coll., the Civil Code, as amended.
“Customer” means an entrepreneur (natural person or a legal entity), acting solely in connection with carrying out its commercial activities, which submits the Order in the E-Shop.
“E-Mail Address” means the e-mail address submitted in the User Account or submitted by the Customer during the contracting process.
“E-Shop” shall have the meaning set out in clause 1.1.
“Order” shall mean the proposal for entering into a Sales Contract made by the Customer using the contracting process in the E-Shop, including, without limitation, submitting the relevant data and confirming the relevant terms and facts.
“Parties” shall have the meaning set out in clause 1.2.
“Product” means the products listed, from time to time, in the E-Shop in its “Shop” section.
“Purchased Products” shall mean the Products which are the subject of purchase in the Sales Contract.
“Purchase Price” shall mean the final purchase price for the Purchased Products, which includes the cost for using the selected payment method and the selected delivery method and value added tax, if applicable.
“Sales Contract” shall have the meaning set out in clause 1.2.
“Selected Delivery Provider” shall mean the delivery services provider confirmed by the Customer as selected in the Order.
“Terms” shall have the meaning set out in clause 1.1.
“User Account” shall mean the non-public part of the Website which contains the user’s User Account, which is accessible to the Customer after submitting its log-in details.
“Website” shall have the meaning set out in clause 1.3.
3. GENERAL TERMS
3.1 Given the nature of the Products listed in the E-Shop and their purpose and designation as spare parts, replacement parts, equipment, tools, workwear, merchandising and consumable products for Alliance’s products, i.e. specific laundry and washing machines and equipment designated for professional (not household or consumer) use, the use of the E-Shop is limited to professionals and businesses only and its use or entering into Sales Contracts is not available to consumers. Any person accessing the E-Shop and entering into a Sales Contract confirms it does so exclusively as an entrepreneur in connection with carrying out its commercial activities.
3.2 The content of the E-Shop, including, without limitation, any and all presentations available on the Website, have only an informative and non-binding character, and do not represent either a binding proposal for entering into any contract, or a proposal for the delivery of goods as per Section 1732(2) of the Civil Code. Alliance is not obliged to enter into any contract concerning the content presented in the E-Shop or on the Website.
3.3 The E-Shop indicates inter alia a list of individual types and models of the Products, description and sample pictures / photos thereof, and the price (net of VAT) for such Products. Alliance reserves its right to change the prices of the Products listed in the E-Shop. The Product images shown are for illustration purposes only and may not be an exact representation of the Product. Alliance reserves the right to change product images and specifications at any time without notice.
4. CONTRACTING PROCESS
4.1 In order to be able to order the relevant Products in the E-Shop, the Customer must duly carry out the entire contracting process by using the relevant forms available in the E-Shop (unless the Parties agree otherwise in an individual case), which consists particularly of the following steps:
(a) choosing the relevant Products and quantity to be purchased and adding them to the cart;
(c) confirming that the Customer is an entrepreneur (natural person or legal entity) which is entering into the Sales Contract in connection with carrying out its commercial activities, including, without limitation, filling in the Customer’s value added tax registration number or confirming that the Customer is not registered for value added tax, in which case the Customer shall fill in its specific registration or other number relating to its business or expressly confirm no such specific number exists;
(d) selecting the payment method and filling in the relevant invoicing and payment data;
(e) selecting the relevant delivery method and (if applicable) delivery provider;
(g) finally confirming all the data previously submitted in the contracting process.
4.2 Before finally confirming the order, the Customer shall be allowed to check and confirm all the data submitted in the course of the contracting process to verify and correct any errors made during the process of submitting the data. The Customer is responsible for ensuring all submitted data are complete, correct and true. Alliance is not obliged to verify whether the data submitted is in compliance with the actual facts and shall not be liable for any consequences ensuing from incomplete, incorrect and/or untrue data.
4.3 To be able to complete and submit the Order, the Customer must expressly confirm that it is an entrepreneur (natural person or legal entity) acting exclusively in connection with carrying out its commercial activities, by ticking the relevant field displayed in the ordering process, and fill in its value added tax registration number or confirming that the Customer is not registered for value added tax, in which case the Customer shall fill in its specific registration or other number relating to its business or expressly confirm no such specific number exists.
4.5 The Order shall be deemed completed and submitted by clicking the “Place Order” button. Alliance shall deliver a confirmation about receiving the Order, including the Terms, by means of a written message (even automatically generated) sent to the Customer’s E-Mail Address. If the Order was made by using a User Account, receipt of the order will be confirmed also in the Customer’s User Account in the [My Orders] section. This does not apply in the case of entering into a Sales Contract exclusively via electronic communication or other individual communication. If the Customer does not receive an order confirmation from Alliance, it is obliged to contact Alliance by e-mail to the following e-mail address of Alliance: email@example.com as, in such case, it is possible that errors occurred when submitting the data in the ordering process.
4.6 Alliance has the right to request, even via phone, the Customer to re-confirm the Order, if it considers such request appropriate given the amount of the Purchase Price, amount ordered or any other reasons. If the Customer declines the request to re-confirm the Order, the Order shall be deemed not placed and not existing.
4.7 The Sales Contract shall be deemed concluded at the moment the acceptance of the Order is confirmed by Alliance, which confirmation shall be sent to the E-Mail Address. If the Customer orders Products whose availability changed during the contracting process or after submitting the Order, Alliance shall inform the Customer about the Product’s unavailability by a message sent to the Customer’s E-Mail Address. To the extent the relevant Ordered Products are unavailable, the Order is deemed not placed and not existing; the Order in the remaining extent is deemed placed and existing.
4.8 The Sales Contract consists of:
(c) the Terms;
(d) any and all data and information submitted and/or confirmed by the Customer during the contracting process;
(e) Alliance’s confirmation of the Order and of the payment sent to the Customer’s E-Mail Address; and
(f) any and all further agreements in writing between Alliance and the Customer regarding the Sales Contract.
In the case of a discrepancy between the relevant parts of the Sales Contract stated in this clause, the terms of the latter paragraph listed above shall prevail over the terms of the preceding paragraph.
4.9 The Customer acknowledges that Alliance is not obliged to enter into any Sales Contract, including, without limitation, with any person which materially breached any of its duties from any existing or other obligations. By placing the Order, the Customer confirms it does so exclusively as an entrepreneur, in connection with carrying out its business activities and, in the case of a natural person, he/she confirms he/she is at least eighteen (18) years old.
4.10 The Customer agrees with using remote communication for any and all actions leading to concluding the Sales Contract. The Customer shall bear its own costs which it incurred by using the means of remote communication (including, without limitation, costs in connection with using internet or telephone services). The Customer shall not be charged by Alliance for using the means of remote communication for the purposes of communication with Alliance.
5. PURCHASE PRICE
5.1 The prices stated in the individual Products’ listings in the E-Shop are exclusive of value added tax and are applicable exclusively to purchases of the Products via the E-Shop. Value added tax will be charged in addition to such prices according to applicable laws. The Customer will bear any and all legal charges and taxes, customs and other duties related to the purchase, delivery and other fulfilment of the Sales Contract, including, without limitation, any and all costs connected with the selected payment method and the selected delivery method. The Purchase Price includes the applicable value added tax (according to applicable laws), cost of using the selected payment method (if any), and packaging and delivery cost. The Purchase Price does not include any further third parties’ fees or costs, such as, e.g., mobile operator’s fees, internet connection provider’s fees, card issuer’s or bank’s fees. The Customer is obliged to acquaint itself with such fees.
5.2 For the purposes of the Purchase Price, the price applicable to the Product (stated in the individual Products’ listings in the E-Shop) and other relevant charges as of the moment the Sales Contract is concluded, shall be decisive. Alliance reserves its right to change the price applicable to the Product (stated in the individual Products’ listings in the E-Shop) at any time before the Sales Contract has been concluded. Unless the E-Shop or specific rules set out otherwise, any specific terms related to a promotion (promotion offer), including, without limitation, specific (decreased) price of the Product or decreased amount of charges associated with the selected payment method or packaging and delivery method, shall be valid only until the moment of expiry of the promotion stated in the E-Shop or until the moment stated in the specific rules; the moment which occurs earlier shall be decisive. Any change in the Product price (whether in the Product’s listing in the E-Shop or otherwise) after the Sales Contract was concluded / the Order was submitted shall not represent grounds for the Customer’s termination of the Sales Contract / revocation of the Order or entitle the Customer to terminate the Sales Contract or to any claim to request a decrease of the Purchase Price or other compensation.
5.3 The Customer shall be entitled to the relevant discount from the Purchase Price if it submits, during the process of placing the Order, a promotion code issued by Alliance, which has not been used yet and is being used during its validity term stated on the promotion code. The Customer is not entitled to combine discounts from more than one promotion code for the purposes of a certain Order. The discount from the Purchase Price ensuing from using a promotion code cannot be combined with any other offered discounts, including, without limitation, discounts offered by means of specific promotion offers, unless Alliance states explicitly otherwise in the relevant promotion offer.
6.1 All debts of the Customer under the Sales Contract shall be paid net and without discount or set-off.
6.2 The Customer shall be informed about the methods of payment and costs associated with the selected payment method in the course of the contracting process.
6.3 The Customer’s obligation to pay the Purchase Price shall become due at the moment of placing the Order (i.e. at the moment the Order is confirmed by means of clicking the “Place Order” button). The Purchase Price shall be paid by means of an online card payment. Once the “Place Order” button is clicked, the Customer shall be directed automatically to the payment portal where the Customer shall submit the requested payment data.
6.4 The Purchase Price shall be deemed duly paid at the moment its full amount has been duly credited to Alliance’s bank account. After the Purchase Price has been paid, Alliance shall send a confirmation thereof, along with an invoice, to the Customer’s E-Mail Address.
6.5 From the moment of payment of the Purchase Price until the moment of conclusion of the Sales Contract the amount paid shall be considered an advance payment for the payment of the Purchase Price under the Sales Contract.
7. DELIVERY TERMS
7.1 In order to be able to complete and submit the Order, the Customer shall, during the contracting process, select the desired delivery method; Alliance reserves the right to offer in the E-Shop only one or more than one delivery methods or delivery providers based on its sole discretion. The Customer shall be allowed to select only among the delivery methods offered at the E-Shop. For the avoidance of any doubt, Alliance’s obligation to fulfil the duties under the Sales Contract shall be subject to crediting of the full amount of the Purchase Price to the Alliance’s bank account.
7.2 Alliance shall be responsible for the delivery of the Purchased Products to the Selected Delivery Provider and to arrange the delivery of the Purchased Products by the Selected Delivery Provider using the selected delivery method to the selected place of delivery as stated in the Order. All expenses associated with the delivery after the Purchased Products have been handed over to the Selected Delivery Provider, are not included in the Purchased Product’s purchase price stated in its listing at the E-Shop and shall be fully at Customer’s expense. By completing the Order, the Customer recognizes that it is fully informed about all characteristics and technical specifications typical of the Purchased Products.
7.3 The Products shall be deemed delivered at the moment of their hand over from the Selected Delivery Provider to the Customer. The Customer is obliged to confirm the delivery on the delivery note; however, the signing of a delivery note by the Customer shall not be a condition of delivery.
7.4 All delivery times stated by Alliance (whether in the E-Shop or in any associated communication with the Customer) are approximate and not binding for Alliance. In all events, delivery times will be postponed in cases where the documents and information indispensable for the good execution of the Order are sent with delay (even if this delay cannot be attributed to the Customer) by the time period corresponding to the time of the delay. Any delivery time agreed between the Parties is set out exclusively to the benefit of Alliance.
7.5 Circumstances such as fire, strike, lock-out, explosions, heavy snowfall, flood, machine failure, scarcity of energy, base materials, or other materials, manpower or means of transport, epidemic, pandemic, accidents, exceptional traffic jams, import and export restrictions, and any other extraordinary unpredictable and irreversible events which arise independently of Alliance’s will and impede Alliance from fulfilling its obligations either (i) on a permanent basis, or (ii) on a temporary basis, as well as any other circumstance that might delay the execution of the agreement, either with Alliance or with its suppliers or subcontractors, will in any event be considered as force majeure. In the case of force majeure, (i) Alliance shall be entitled to withdraw from the Sales Contract as a whole or from the obligations which are affected by the force majeure event to the extent they are separable from the remainder of the Sales Contract and, (ii) all delivery times set out in the Sales Contract shall be postponed by the period of occurrence of the force majeure event. To the extent allowed by applicable mandatory laws, the Customer shall not be entitled to compensation of (and Alliance shall not be liable for) any damages caused by Alliance to the extent they were caused, directly or indirectly, by force majeure.
7.6 Any change to the Sales Contract (agreed between the Parties in writing) which is made based on the Customer’s request automatically causes the initially proposed delivery times to be replaced by a new delivery time whose length corresponds to the original delivery time and starts at the moment of effect of the amendment to the Sales Contract.
7.7 Alliance shall not bear any responsibility (even partial) for the unavailability or inappropriate character of the Selected Delivery Provider’s services; in such a case, unless the Parties agree otherwise, the delivery terms shall be prolonged accordingly. Alliance shall not bear any responsibility for the impossibility to deliver the Purchased Products to the delivery address stated in the Order or due to any incorrect information stated in the Order.
7.8 In case of a failed delivery due to reasons on the Customer’s side, Alliance will notify the Customer about such fact, with a request to rectify the reasons of failed delivery, by a notice sent to the Customer’s E-Mail Address without undue delay. All costs for return delivery, storage and the like will be at the Customer’s expense. If the reasons of failed delivery are not rectified within 14 days after the date of the notice of failed delivery which was sent to the Customer’s E-Mail Address, Alliance shall have the right to withdraw from the Sales Contract in accordance with the stipulations of clause Chyba! Nenalezen zdroj odkazů. of the Terms and Alliance shall be entitled to set off the Customer’s receivable corresponding to Alliance’s obligation to return the paid Purchase Price against the Alliance’s receivable corresponding to Customer’s obligation to compensate the Alliance’s expenses in relation with the delivery and return delivery of the Purchase Products and their storage.
7.9 Except when stipulated otherwise in writing and to the extent allowed by mandatory provisions of law, the Customer shall not be entitled to (i) compensation of (and Alliance shall not be liable for) any damages incurred due to late delivery, or to (ii) refuse the Purchased Products, and/or to unilaterally withdraw from the Sales Contract on the grounds of a late delivery.
8. PASSAGE OF THE TITLE AND RISKS
8.1 The Customer shall become the owner of the Purchased Products at the moment of their delivery to the Customer.
8.2 The risks (including risk of loss and damage) associated with the Purchased Products shall pass to the Customer at the moment the Purchased Products have been delivered to the Customer. As from such moment, the Customer supports all risks connected to the Purchased Products, including events of force majeure and destruction.
9.1 The Customer is obliged to inspect the packaging and envelope of the Purchased Products’ shipment upon its delivery by the Selected Delivery Provider and shall refuse the receipt of the shipment if the packaging or envelope is visibly broken or damaged. In case the Customer fails to inspect and refuse the shipping, the Customer shall not have any rights related to defects or damage of or caused by the Purchased Products (including, without limitations, rights from product warranty). The Customer shall not have the right to refuse delivery of the Purchased Products on other grounds than those specified in this clause 9.1. If the Customer refuses delivery on other grounds than those specified in this clause 9.1, the Purchased Products shall be deemed not delivered at the delivery place specified in the Order due to the reasons on the Customer’s side.
9.2 The Customer shall notify Alliance without undue delay, however not later than five (5) days after the delivery of the Purchased Products, about any and all patent defects of the Purchased Products. The Customer shall not have any rights ensuing from any patent defects which have not been notified to Alliance in writing in accordance with this clause 9.2.
9.3 The Customer shall have the right to claim rights from latent defects only if it notifies such latent defects in sufficient detail in a sufficiently motivated notice delivered to Alliance no later than one year as from the delivery of the Purchase Products and this always within 15 days upon discovery of the defect. The onus of proof of the timeliness rests with the Customer. After this term expires, the Customer shall not be entitled to claim rights from any defects related to the Purchased Products and the Court shall thus not grant the Customer rights from any such defects related to the Purchased Products. The Parties expressly exclude the applicability of Section 1921(3) second sentence of the Civil Code, and thus, if the Customer has not notified the defects in time, the Customer shall not be entitled to claim rights from any defects and, consequently, the Court shall not grant the Customer rights from such defects, regardless of whether Alliance was or should have been aware of the circumstances which caused the defect at the moment of the hand-over. The Parties have agreed to modify the limitation period applicable to legal claims related to defects to one year.
9.4 If the defects have been notified to Alliance in accordance with the Sales Contract (including, without limitation, the Terms) and the Customer requests the defects be rectified in writing, Alliance will, at its own discretion, either credit, replace or repair the faulty Purchased Products within a reasonable term; to the extent allowed by applicable mandatory law, the Customer shall not be entitled to compensation of (and Alliance shall not be liable for) any damages associated with the defects of the Purchased Products.
9.5 Alliance shall not be responsible for any defects incurred after the risks (including risk of loss and damage) associated with the Purchased Products have passed to the Customer (except as stated in clause 10). Except as expressly provided in the Sales Contract, Alliance makes no representations or warranty either express or implied (including implied warranties of merchantability, fitness for a particular purpose and non-infringement) concerning any Purchased Product. All guarantees, warranties, conditions and representations, whether express or implied, other than those expressly mentioned in the Sales Contract whether arising under any statute, law, and commercial usage or otherwise, are hereby excluded.
9.6 No claim under the Sales Contract shall give the Customer the right to withdraw from any other agreement concluded with Alliance.
10.1 The present warranty terms and conditions apply in so far as they are not varied by the Sales Contract. Alliance will, at its own discretion, either credit, repair or replace free of charge any part which fails as a result of a structural defect in material during a period of 12 months. Warranty coverage begins from the date of delivery of the Purchased Products to the Customer, regardless of when the delivered Purchased Products are put into operation.
10.2 The warranty coverage under clause 10.1 is limited to product failures which are the result of a defect in material or workmanship and is subject to normal usage and maintenance of the Purchased Products. Repairs due to abuse, misuse, transportation damage, improper servicing, by inadequate or improper installation, exposure to the elements, consequential or incidental damages are not covered under this limited warranty. The limited warranty obligation covers the credit, repair or replacement of defective parts only (as selected by Alliance at its own discretion). Labour charges are not covered under the terms of the warranty. The warranty does not cover expendable, maintenance or other items subject to normal wear and deterioration such as belts, paddings, ribbons, lubricants, heating elements, drain valves, friction materials for clutches and brakes, nor parts damaged by exposure to weather, chemicals or animals. It does not cover chemical damage caused by non-commonly used chemicals. Alliance is not responsible for garments damaged by its products or for any consequential damages, loss or expense arising in connection with the use of, or inability to use, the Purchased Products for any purpose whatever, or for losses sustained by the Purchased Products or equipment being out of operation for any reason. The warranty shall not include parts damaged by accident, abuse or misuse (including improper loading of equipment or electrical current characteristics other than prescribed by Alliance), act of third person or improper maintenance (except if maintenance was performed by Alliance).
10.3 On no account can Alliance be held liable by either the Customer or a third party for modifications that the Customer or any other party would make to the delivered Purchased Products or when the Customer or any other party would use the delivered Purchased Products for purposes which they are not suitable for or if the Customer or any other party would not maintain the delivered Purchased Products according to Alliance’s instructions. In those cases, the Customer shall hold Alliance harmless, protect it against and indemnify Alliance against any loss, cost and/or damage it incurs in connection with the Customer’s conduct mentioned in the previous sentences of this clause.
10.4 All claims must be founded and adequately motivated and be sent in writing by e-mail directly to the following e-mail address of Alliance: firstname.lastname@example.org no later than 15 days after the discovery of the relevant defect or circumstance giving rise to the claim. The Customer shall not have any rights ensuing from warranty which have not been notified to Alliance in accordance with this clause 10.4. The onus of proof of the timeliness rests with the Customer. The Parties have agreed to modify the limitation period applicable to legal claims related to the product warranty to one year.
10.5 To the fullest extent permitted by applicable law, Alliance’s maximum aggregate liability to the Customer under the Sales Contract shall never exceed the amount invoiced by Alliance to the Customer for the Purchased Products giving rise to the liability, net from any invoiced value added tax.
11.1 Alliance has the right, when clause 11.2 of the Terms is applicable, to suspend any further deliveries to the Customer (in such a case, the delivery time will be extended by the number of days of such suspension) and/or to withdraw from all contracts entered into with the Customer, without judicial intervention, without previous proof of default, without damages for the Customer, all the foregoing without prejudice to the right to damages for Alliance.
11.2 Alliance has the right to withdraw from any of the contracts / agreements, including the Sales Contract, entered into with the Customer without judicial intervention and without previous proof of default, without being bound to any indemnification, if:
(i) in the course of implementing the Sales Contract, the financial situation of the Customer changes to such a degree that it is threatened by insolvency; or
(ii) the Customer is declared bankrupt; or
(iii) on the grounds set out in clauses 7.5, 7.8 and 7.9.
11.3 The Customer shall have the right to withdraw from the Purchase Contract only subject to and to the extent allowed by mandatory provisions of the Civil Code.
11.4 If Alliance, in accordance with clause 11.1 or 11.2 of the Terms, withdraws from the Sales Contract, the Customer is obliged to return to Alliance all Purchased Products delivered to it under the relevant agreement. Alliance shall return to the Customer the Purchase Price paid after deducting all of the Customer’s debts towards Alliance, which shall be set off against the Customer’s receivable for refunding the Purchase Price.
12.1 Insofar as the scope of delivery includes software, the Customer shall be granted a non-exclusive right to use the delivered software together with the delivery item determined therefore. Use of the software on more than one system is prohibited. The Customer shall not duplicate, translate or modify the software. The Customer agrees not to remove details of the manufacturer’s particulars (especially copyright notices) on the Purchased Products or to alter them without the prior express consent of Alliance. All other rights to the software and the documentation, including the copies thereof, remain with Alliance or the software supplier. The granting of sub-licenses shall not be permissible.
13.1 If the Purchased Products are presented to Alliance for disposal or recycling, Alliance shall charge the Customer for the disposal of these Purchased Products and do so in conformity with the prevailing market pricing. This practice is exercised within the scope of the European Directive WEEE 2012/19/EU.
14. GOVERNING LAW AND JURISDICTION
14.1 The Sales Contract shall be governed by Czech law, to the exclusion of the UN Convention of April 11, 1980 on the International Sale of Goods (CISG). In the case of a dispute, the competent courts of the Czech Republic, with territorial jurisdiction applicable for the municipality of Příbor, will have sole competence, without prejudice to Alliance’s right to bring the dispute before any other court having competent jurisdiction.
15.1 Any notifications addressed to Alliance on the basis of the Sales Contract shall be made in writing to the following e-mail address: email@example.com.
16. GENERAL PROVISIONS
16.1 Any and all communication between Alliance and the Customer concerning the Sales Contract shall be made by electronic means using e-mails and is considered received at the moment of its delivery on the server of incoming e-mails and, in the case of delivery via the User Account, at the moment of making the message available in the User Account. For communication with the Customer, the contact details stated in the Order shall be used.
16.2 The Parties hereby exclude the application of the following provisions of the Civil Code to the Sales Contract: Section 564, i.e. possibility to change the contract other than in the agreed form, unless the parties’ agreement sets out otherwise, Section 558(2), i.e. taking into consideration business convention in legal transactions between the parties, Section 602, i.e. limiting performance to standard daily times, Section 1740(3), i.e. deeming an agreement to have been entered into even if the expressions of the parties’ intentions do not fully match, Section 1757(2), i.e. entering into an agreement via a confirmation by one of the parties showing deviations from the actually agreed contents of the agreement, Section 1799 and Section 1800, i.e. on clauses within and outside an agreement, and Sections 1805 (2) and 1899.
16.3 For the purposes of the Sales Contract, each Party assumes the risk of a change in circumstances. The provisions of Section 1765 to Section 1766 and Section 1788 (2) of the Civil Code shall accordingly not apply to the Sales Contract.
16.4 The Parties expressly exclude the payment of any amounts by them under or in connection with the Sales Contract by way of a promissory note.
16.5 The invalidity, ineffectiveness, non-existent nature or unenforceability of any provision of the Sales Contract shall not affect the validity, effectiveness or enforceability of the other provisions hereof. The Parties shall take all steps in good faith to replace any defective provision with one which is valid, effective and enforceable and the purpose of which most closely corresponds with the original purpose of such provision and the aims hereunder.
16.6 Any changes to the obligations under the Sales Contract must be in writing and signed by all Parties. Any waiver of a right or claim hereunder must be in writing and signed by the waiving Party (or, where explicitly required, all Parties).
16.7 None of the Parties may assign, transfer or pledge the Sales Contract, or any of its rights, benefits, claims, debts, receivables or obligations arising from the Sales Contract, without the prior written consent of the other Party at its sole discretion.
16.9 These Terms shall be valid and effective as from December 1st, 2020.