GTCP
GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP) OF THE VOK DAMS EVENTS GMBH
I. BASIS OF AGREEMENT
1. Only the following terms and conditions shall apply to all orders placed by VOK DAMS Events GmbH ("VDE"), unless expressly agreed otherwise. Any deviating terms and conditions of the service provider/supplier/subcontractor (hereinafter: "Supplier") are hereby rejected by VDE; different terms and conditions shall only be effective if confirmed in writing by VDE.
These terms and conditions shall apply to all present and future agreements between VDE and its suppliers, even if no express reference is made to them. By making the first delivery under these terms and conditions of purchase, the supplier acknowledges their exclusive application also for all further orders.
II. CONTENTS OF THE AGREEMENT AND PROPOSALS
1. Any oral agreements made or promises given by VDE prior to the conclusion of the agreement are not legally binding. Such agreements shall be replaced in their entirety by this agreement. This does not apply if it is expressly stated in each case in the undertakings that they are to remain binding or the undertakings are expressly confirmed in writing by VDE.
2. In the proposal, the supplier shall comply with the request of VDE.
3. Proposals (including their preparation and elaboration) of the supplier shall be made free of charge. Notably, VDE shall not bear any costs and shall not pay any remuneration for visits, planning and other preliminary work performed by the supplier in connection with the submission of a proposal.
4. Ancillary agreements, amendments or supplements to existing agreements with VDE shall also require written confirmation.
III. ORDER
1. Purchase orders and assignments shall be binding if they are made in writing or have been confirmed in writing. Obvious errors, typing, printing and calculation errors shall not be binding on VDE.
The delivery and performance dates stated in VDE's orders shall be binding.
IV. PROVISION OF SERVICES
1. The supplier shall provide the services him/herself or through third parties integrated into his/her work organisation and on his/her own responsibility. The supplier is only entitled to use other third parties with the prior express consent of VDE. Insofar as VDE agrees to the use of third parties, these shall be commissioned by the supplier in his/her own name and for his/her own account.
2. If the service is provided at a location designated by VDE, the supplier shall comply with the safety and regulatory provisions and the house rules applicable there. If the supplier considers regulations to be unreasonable, s/he shall immediately object to them vis-à-vis VDE.
3. The supplier shall only use sufficiently qualified persons to perform the services. Persons whose employment relationship with VDE was terminated by VDE in the past on grounds of personal capability or behavioural reasons, as well as persons who have repeatedly violated or are violating the interests of VDE in a particularly harmful manner, may not be deployed. The supplier shall bear the additional costs resulting from the replacement of the personnel deployed for the performance of the service.
4. If VDE uses service personnel it has cast (e.g. hostesses, promoters, guides, bartenders, drivers, security personnel), the supplier shall ensure that the service personnel cast by VDE in the run-up to the event or trade fair are available in person on the day of the event. The service staff selected by VDE may only be replaced in exceptional cases (e.g. verified illness, etc.) and only after prior consultation with VDE.
5. If a period of time has been agreed for the performance of the service, this period shall commence - unless otherwise provided - upon receipt of the order by the supplier.
6. As soon as the supplier is able to recognise that it will not be able to fulfil its contractual obligations in whole or in part or not in due time, it shall notify VDE thereof immediately, stating the reasons and the expected duration of the delay. The notification shall be made in writing. If the supplier fails to give this notification, it may not invoke the impediment vis-à-vis VDE.
7. If the supplier fails to perform within the agreed time, it shall be liable in accordance with the statutory provisions. In addition, in the event of delays in delivery, VDE shall be entitled, after prior written warning to the supplier, to demand a contractual penalty of 0.5%, but not more than 5%, of the order value for each commenced week of delay in delivery, unless the supplier is not responsible for the delay. A contractual penalty paid hereunder shall be offset against the damage caused by delay to be compensated by the supplier. The contractual penalty may be claimed up to the due date of the final payment without the need for a proviso.
8. Partial performance and/or delivery shall only be accepted if expressly agreed.
9. If a delivery date has been agreed, VDE reserves the right to return the delivery at the supplier's expense in the event of premature delivery. If VDE decides against a return, the goods shall be stored until the agreed delivery date at the supplier's expense and risk at VDE or at third parties commissioned by VDE.
V. COOPERATION OF VDE
VDE shall provide the cooperation services owed under the agreement. In the absence of agreements to the contrary, these shall be deemed as obligations.
If VDE has not or not sufficiently provided the required cooperation services, the supplier shall immediately give notice of this. If the supplier does not comply with these obligations to give notice of defects, VDE shall not be in default with the cooperation and the supplier may not invoke a failure to cooperate.
VI. REMUNERATION
1. Unless expressly agreed otherwise in writing, the remuneration owed shall be at a fixed price. Fixed prices also include outlays, third-party costs, travel costs and expenses as well as packaging and "delivery to the door". Sketches and drafts (including final artwork or saved on data storage medium) are also included in the fixed prices. Fixed price agreements shall also apply to estimates made by the supplier prior to conclusion of the agreement, unless these are explicitly marked as non-binding. Any additional costs necessary for the performance of the service shall be borne by the supplier.
Unless a fixed price has been agreed, travel expenses shall only be reimbursable with the prior written consent of VDE in accordance with its conditions for the reimbursement of travel expenses.
Insofar as the supplier's prices are reduced or the supplier's conditions are amended in the period between the order and delivery, the prices and conditions valid on the day of delivery shall also apply vis-à-vis VDE. This shall apply accordingly to services of third parties, expenses, outlays and third-party costs approved in individual cases.
4. All agreed remunerations are net amounts. If owed by the supplier, value added tax shall be paid in addition to the agreed remuneration after receipt of a proper invoice.
VII. TERMS OF PAYMENT
1. Invoices must contain the purchase order number listed in the purchase order as well as a detailed description of the service components. Invoices must also correspond to the order in terms of wording, sequence of invoice items and prices. Any additional or reduced services must be listed separately in the invoice.
2. Invoices that are not denominated in local currency must show the exchange rate between the foreign currency and the local currency or the VAT amount in the local currency.
3. Insofar as the parties agree in writing in individual cases that VDE shall reimburse expenses, third-party costs and/or out-of-pocket expenses on a time and material basis, these shall be stated in the invoice broken down by item, quantity as well as individual and total price and shall be substantiated by means of copies of the underlying invoice documents.
4. Payment periods shall run from a specifically defined point in time, at the earliest, however, from receipt of the goods or acceptance, but in no case before receipt of the invoice. Unless expressly agreed otherwise between VDE and the supplier, payments shall be due for payment within 30 (thirty) days net after receipt of the invoice, unless a later date is relevant according to the preceding provision.
5. VDE shall only be in default of payment insofar as VDE has been expressly reminded after the due date and/or insofar as a fixed payment date has been agreed.
6. In the event of a defective delivery, VDE shall be entitled to withhold payment pro rata until proper performance.
7. Payment does not imply acceptance of conditions and/or prices. The date of payment shall not affect the commencement of warranty periods and shall not constitute an unconditional acceptance of the item of performance or a waiver of possible notices of defects.
8. Payment shall be made cashless to the supplier's specified account.
9. If an ongoing project is terminated by the customer of VDE due to force majeure such as war, civil unrest, epidemics, monetary, trade policy or other sovereign measures, natural disasters, averages, destruction of accommodation, strike or lockout, VDE shall only be obligated to pay the supplier to the extent that VDE receives payments from its customer. In this case, VDE shall immediately inform the supplier of the customer's termination as part of its duty to mitigate damages. In this context, VDE is entitled, but not obligated, to assert any outstanding claims against the customer in court, also in the interest of the supplier.
VIII. GRANTING OF RIGHTS / TRANSFER OF RIGHTS
1. The parties agree that all rights to the contractual works, text works, marks, brands, designs, especially figures and graphics, photos, software, data collections and/or other work results, including the associated drafts, documentation as well as information, (hereinafter together referred to as "work results") individually created by the supplier for VDE shall be exclusively vested in VDE. The parties further agree that VDE is entitled to use, exploit, supplement, modify and otherwise process these work results (also beyond the business purposes of VDE and the objective pursued with the specific assignment) in a conceivably comprehensive manner and to combine them with other works or objects as well as to transfer them in modified and unmodified form to third parties.
2. Accordingly, the supplier grants the VDE the exclusive, irrevocable, temporally, spatially and content-wise unrestricted, wholly or partially transferable and wholly or partially sub-licensable rights of use to the work results created by the supplier and protected under copyright law, as well as to all revisions and/or modifications of these work results. This grant of rights includes all exploitation and use rights, especially the reproduction, distribution, exhibition, recital, performance and presentation rights, the broadcasting, presentation, rental, lending and database rights, the film theatre and videogram rights (including all audiovisual storage systems), the merchandising right, as well as the rights of reproduction by interactive and non-interactive image or sound storage media, the reproduction of radio broadcasts and of making available to the public, digitisation, online storage, transmission and reproduction, other public reproduction and of making available to the public.
It also includes the right to modify and adapt the Work Results (especially to translate and dub them into other languages) and to combine them with other items of work or subject matter. The above grant of rights of use includes all known types of use, especially the use, application and/or exploitation for the purposes of advertising (for example also in the form of posters, brochures, invitations, letters, reproductions on the intranet and/or internet, on websites, within the framework of social media platforms, in apps as well as through all other digital media), within the framework of books, (e.g. in books, press releases and/or other written works, in the context of television films, company videos, through photos and/or other image recordings, in all digital forms (e.g. in the context of multimedia products, on websites, in apps, for provision on the intranet and/or on the internet) and/or in images of art and/or graphics (including logos) which depict and, where appropriate, integrate the work results. The above granting of rights of use to the work results shall also include the granting for unknown types of use as well as the use in edited form.
3. To the extent permitted by foreign copyright laws, the supplier shall also transfer to VDE the copyrights to the work results. The supplier shall also transfer to VDE all existing ancillary copyrights to the work results as well as the right to film the same.
4. With regard to software and/or adaptations to software and/or software parts (including protectable databases, data or database structures and data collections) individually created by the supplier for VDE which are the subject matter of the agreement, the following shall also apply:
- If the work results are individually created software or adaptations to standard software, VDE shall be granted exclusive rights thereto. Otherwise, the rights shall be granted on a non-exclusive basis.
- With regard to the contractual software or parts of the software, individually, but also with integration into other software and/or parts of the software and to that extent also jointly, VDE shall particularly be entitled to exploit, rent, lend, reproduce, redesign, modify, transmit in whole or in part by wire or wirelessly, make it available to the public for retrieval against payment or free of charge and to report publicly on the performance. This also expressly includes documentation, training materials or interim results of this software.
- VDE shall be entitled to transfer rights of use to software acquired by VDE on the basis of these terms and conditions to affiliated companies and third parties (especially service providers in connection with this IT outsourcing) in the event of restructuring, sale of companies or for the outsourcing of IT processes in whole or in part in accordance with §§ 15 et seq. of the German Stock Corporation Act (AktG) In this respect, the transfer may also take place in part and shall be accompanied by a right of use in favour of VDE within the scope of the licensed scope.
5. In addition, the supplier shall transfer all rights to and from inventions, trademark, brand, name and design rights existing in the work results created for VDE to VDE in full and worldwide. This transfer also includes all applications and expectancies for these rights. The transfer is independent of whether the rights, applications and expectancies are registered or unregistered.
6. If the supplier creates software and/or adaptations to standard software on behalf of VDE, the source and object code created within the scope of the performance of the assignment shall be handed over to VDE comprehensively and in a suitable form.
7. In addition to the exclusive intellectual property, VDE shall also acquire the exclusive ownership of all tangible objects, digital works and data storage media produced or provided by or on behalf of the supplier (e.g. especially sketches, drafts, documents, moulds, models, tools, films, photos, slides, contact prints, film recordings, video tapes, print templates, files, USB sticks, memory cards, advertising materials, posters, advertisements, labels, packaging, etc.) within the scope of this agreement for the execution of the order. This shall also apply if the designated items and/or digital works remain wholly or partially in the Supplier's possession. Upon request, these items shall be handed over to the VDE and/or sent or handed over in digital form on data storage media.
8. With the payment of the agreed remuneration, both the contractually owed services of the Supplier and the aforementioned transfers of rights shall be fully compensated, with respect to types of use unknown at the time of the conclusion of the agreement, if the parties have agreed on a remuneration pursuant to § 32c para. 1 of German Copyright Act (UrhG) after the new type of use has become known.
IX. THIRD PARTY RIGHTS AND COPYRIGHTS
1. In the case of visual material, the supplier shall obtain in advance any necessary consent from persons featured in the picture with regard to the taking of the picture and its publication and utilisation.
2. Insofar as third parties, such as photographers, illustrators, models, speakers, singers, etc., are commissioned, the supplier shall grant VDE the opportunity to limit the scope of the service prior to the commissioning with regard to the calculation of the fee and the legal protection.
3. The supplier undertakes to ensure that s/he gives all authors and persons entitled to ancillary copyrights who have participated in the services and objects provided under this agreement on the basis of an agreement concluded with him/her or whose services or works s/he has taken over an appropriate share in his/her earnings within the meaning of §§ 32, 32a of the German Copyright Act (UrhG).
4. In the event of his/her own (co-)authorship with regard to all uses of works by VDE, the supplier shall refrain from naming the author and shall request the third parties involved by him/her in the provision of his/her services to also refrain from naming them as authors. VDE shall decide on the naming of the supplier and/or of (co-)authors as well as on a possible arrangement of the naming.
5. The supplier shall ensure by means of appropriate agreements (especially with any employees or third parties commissioned by him/her) that the contractual use of the work results and other objects as well as digital works and files provided is not impaired by any (co-)copyrights or other property rights and that VDE is granted the rights as described in item VIII. The supplier is obligated to acquire the necessary rights and/or licences if necessary. Any licence fees shall be borne by the supplier.
X. INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS
1. Subject to the provision under item X. 2., the supplier shall indemnify VDE in full against all claims of third parties which are derived from an infringement of property rights of third parties by the work results and/or delivered items exploited in accordance with the agreement. The obligation to indemnify shall include all expenses necessarily incurred by VDE as a result of or in connection with the claim by a third party, including any costs incurred for any necessary extrajudicial and judicial legal defence.
2. The supplier shall not be liable for services provided by VDE. VDE shall indemnify the supplier against claims of third parties insofar as the respective claim is based on the fact that the supplier has acted at the express request of VDE, although the supplier has notified VDE in writing of its concerns with regard to the permissibility of the action.
XI. LIABILITY FOR DEFECTS / WARRANTY
1. The supplier warrants that the goods and/or services owed do not have any defects impairing their value or suitability, have the agreed or contractually presupposed quality and are suitable for the use presupposed under the agreement. Furthermore, the supplier warrants that the delivery or service owed complies with the generally recognised rules of technology, the latest regulations of the authorities, the Product Safety Act, the applicable safety requirements and the occupational health and safety and accident prevention regulations.
2. The supplier's liability shall also extend to parts manufactured and/or supplied by sub-suppliers and services rendered by sub-suppliers.
3. VDE shall notify the supplier of defects in the contractual performance as soon as they are detected in the ordinary course of business. The period for giving notice of defects shall depend on the circumstances of the individual case. For visible defects, it shall be at least five (5) working days from delivery. For any defects that are not apparent, the period for giving notice of defects shall be at least five (5) working days after discovery of the defect.
4. Parts subject to complaint shall remain the property of VDE until they are replaced. They shall be transferred back to the supplier concurrently with the handover and transfer of ownership of the replacement.
5. The supplier shall bear the costs incurred by the supplier with regard to the inspection and rectification (including any dismantling and installation costs as well as transport costs). This shall also apply if it turns out that there was actually no defect. VDE's liability for damages in this respect in the event of an unjustified request for rectification of defects shall remain unaffected. However, VDE shall only be liable in this respect if VDE recognised or was grossly negligent in not recognising that there was actually no defect.
6. In urgent cases, if a rectification by the supplier cannot be waited for, VDE may, without prejudice to its statutory rights in respect of defects, rectify the defects itself or have them rectified by third parties at the supplier's expense and demand reimbursement of the necessary expenses from the supplier. VDE shall also be entitled to this right if the supplier culpably fails to deliver within the grace period despite setting a reasonable period of grace, if the setting of the grace period is dispensable or if the rectification of defects has finally failed.
7. If the supplier has assumed a guarantee for the quality or durability of the delivery item, VDE may also assert the claims arising from the guarantee in addition to its defect rights.
XII. LIABILITY
1. The supplier shall indemnify VDE against claims arising from manufacturer's liability and on the basis of the Product Liability Act, insofar as the cause lies within the supplier's sphere of control or organisation or that of his/her suppliers.
2. In all other respects, the supplier shall be liable in accordance with the statutory provisions.
XIII. RETENTION OF TITLE
1. The transfer of ownership of goods to VDE shall be unconditional and shall not affect the payment of the price.
2. If VDE accepts by way of an individual agreement a proposal of the supplier for transfer of title conditional on payment of the purchase price, the supplier's retention of title shall expire at the latest upon payment of the purchase price for the goods delivered. VDE shall remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising therefrom; alternatively, the simple retention of title extended to the resale shall apply. In any case, all other forms of retention of title are excluded. This applies especially to the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.
XIV. SECRECY / DATA PROTECTION
1. The supplier undertakes to use all written and oral information received from VDE only for the purposes provided for in this agreement, to keep all other information secret and not to make it accessible to third parties without the prior written consent of the purchaser.
The supplier further undertakes to make the information available only to those employees and any sub-suppliers who are bound by a confidentiality agreement corresponding to this item and who necessarily need to know the information in order to fulfil the agreement between the supplier and VDE. The supplier shall confirm the conclusion of corresponding agreements to VDE in writing upon request.
2. The aforementioned confidentiality obligation shall extend accordingly to the enquiry and order as well as the work relating thereto.
3. The aforementioned obligations shall not apply to such information which
- was already known to the supplier at the time of its transmission without the supplier being otherwise bound to secrecy vis-à-vis VDE, or
- becomes known to the supplier through third parties who have received and passed on this information without breaching a confidentiality obligation, or
- is in the public domain at the time of its transmission by VDE, or
- subsequently becomes public knowledge without any action on the part of the supplier.
4. The duty of confidentiality shall also not apply insofar as the information must be disclosed to a court or authority due to a court or official order in order to comply with the order. The supplier shall, to the extent permissible under the circumstances, inform VDE immediately before any information is disclosed to a court or authority.
5. The aforementioned confidentiality obligation shall also apply after completion of the assignment, unless one of the aforementioned exceptions subsequently occurs.
6. The supplier shall set up his/her internal organisation in such a way that it meets the special requirements of data protection and the provisions of the European Union Data Protection Regulation (EU-DSGVO) and that the data processed on behalf of VDE is always adequately protected. Changes to the organisation of data processing on assignment which may be significant for the security of the data shall be agreed by the supplier with VDE in advance.
7. The supplier shall take technical and organisational measures (TOM) to adequately protect the data of VDE and its customers. The measures shall meet the requirements of the EU Data Protection Regulation and the national data protection laws, shall always be designed in accordance with the current state of the art and shall be stipulated in writing in the supplier's internal security regulations.
8. The processing of data of VDE and its customers outside the supplier's premises, especially in private residences, shall only be permitted with the consent of VDE in writing or text form.
9. The Order Data Processing Agreement between VDE and the Supplier (Appendix 1) shall become an integral part of this Agreement.
XV. TERMINATION OF AGREEMENT
1. If the agreement is a continuing obligation, VDE shall also be entitled to terminate the agreement in part in the event of ordinary termination rights, provided this is reasonable for the supplier.
2. If the agreement is a continuing obligation, it may be terminated without notice for good cause. Good cause shall be deemed to exist particularly in the following cases:
- The supplier breaches a contractual obligation and does not remedy the breach of obligation within a reasonable period of time specified by VDE together with a threat of termination.
- The supplier has been warned by VDE to no avail, insofar as setting a deadline is not possible due to the nature of the breach of duty.
- The supplier has not fulfilled his/her obligation to pay taxes and/or social security contributions.
A significant deterioration in the supplier's assets has occurred which jeopardises the performance of the agreement.
XVI. COMPLIANCE WITH STATUTORY PROVISIONS
1. The supplier undertakes to comply with all statutory provisions within the scope of the performance of the service, especially the Act on the Regulation of a General Minimum Wage as amended from time to time and to duly pay the statutory social security contributions.
2. The supplier shall indemnify VDE within the scope of the respective assignment against all claims in connection with § 13 of the German Minimum Wage Act (MiLoG) and § 14 of the German Employment Act (AEntG). This shall also apply to any costs incurred by VDE due to the assertion of claims by the employees or third parties (e.g. social insurance agencies) or costs incurred for a necessary extrajudicial and judicial legal defence. In order to secure such claims, VDE may demand that the supplier provides security in an appropriate manner for the fulfilment of his/her obligations. The security shall be released at the latest one year after complete execution of the performance agreement, provided that no claims have been asserted against VDE in connection with the respective assignment by this time. VDE reserves the right to refuse the release of the security even beyond this period if VDE presents actual indications by the expiry of the release period at the latest which justify a breach by the supplier of the obligations to pay the minimum wage or social security contributions and the risk of subsequent claims.
3. The supplier shall provide VDE with evidence of the payment of the minimum wage and social security contributions in accordance with the statutory requirements on a regular monthly basis, if this is requested by VDE. VDE undertakes to treat the documents provided confidentially.
4. The supplier undertakes for his/her part to ensure that any subcontractors and rental companies commissioned by him/her also contractually undertake to comply with the statutory provisions, particularly the Act on the Regulation of a General Minimum Wage and the Social Security Acts as amended from time to time, and to contractually agree on this obligation for their part when deploying further subcontractors or rental companies. In the same way, subcontractors must be obliged to submit confirmations in accordance with the obligation regulated in section XIV item 3.
The supplier is obliged to inform VDE in writing of the name and address of the person or the company of the subcontractor or the hire company in good time, at the latest one month before commissioning. The supplier is not entitled to engage a subcontractor or rental company to fulfil his/her contractual obligations without the prior consent of VDE. The conditions according to section IV shall apply accordingly.
5. The supplier undertakes to submit evidence of compliance with the above provisions to VDE without delay upon request and to inform VDE of any infringement without delay.
6. For each case of culpable infringement of the above provisions, the supplier shall forfeit a contractual penalty to be determined by VDE at its reasonable discretion, the appropriateness of which shall be reviewed by the competent regional court in the event of a dispute. The contractual penalty shall be due upon proof of the breach by VDE; the supplier shall be responsible for proving that the breach of contract was not culpable. The foregoing provisions shall not exclude further claims of VDE; any contractual penalties shall be set off against further claims for damages.
7. VDE shall be entitled to terminate the agreement extraordinarily if VDE becomes aware or has reasonable grounds to suspect that the supplier has breached the provisions of XVI. item 1.
XVII. LIMITATION PERIOD
The statutory limitation periods shall apply unless expressly agreed otherwise.
Notwithstanding § 438 para. 1 no. 3 and § 634a para. 1 no. 1 of the German Civil Code (BGB), the general limitation period for contractual claims based on material defects and defects of title shall be three years from handover to VDE at the place of performance. Insofar as early acceptance has been agreed in cases of § 634a para. 1 no. 1 or no. 2 of the German Civil Code (BGB), the limitation period shall commence at the earliest with the final acceptance.
XVIII. FINAL PROVISIONS
1. The place of performance for both parties for all claims arising from the agreement shall be the destination specified by VDE (i.e. the delivery address stated in the order or otherwise agreed).
2. The supplier may only assign claims against VDE which are not monetary claims with the express consent of VDE.
3. The supplier shall only be entitled to a set-off with undisputed or legally established claims. Insofar as the supplier would be entitled to a right of retention, the supplier may only assert this on account of such claims which originate from the same contractual relationship. In all other respects, the statutory provisions on set-off and rights of retention shall apply.
4. The supplier shall immediately notify VDE in writing of any transfer of the agreement by operation of law and of any change in his/her company.
5. The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.
6. Insofar as the supplier is a merchant, a legal entity under public law or a special fund under public law or the supplier has his/her registered office abroad, the exclusive place of jurisdiction for all disputes arising between the parties hereunder, including from claims arising from cheques and bills of exchange, shall be Wuppertal.
7. Should individual provisions of the agreement be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as provisions have not become an integral part of the agreement or are invalid, the content of the agreement shall be governed primarily by the statutory provisions (§ 306 para. 2 of the German Civil Code (BGB)). Only in other respects and insofar as no supplementary interpretation of the agreement takes precedence or is possible, shall the parties replace the void or ineffective provision with an effective provision which comes as close as possible to it in economic terms, taking into account the mutual interests.