Fri Feb 18 2022

General Terms and Conditions for AI as a Service of

Aleph Alpha GmbH, Grenzhöfer Weg 36, 69123 Heidelberg

in the b2b sector

§ 1 Scope, form

1. These General Terms and Conditions for AI as a Service (hereinafter: "GTC") apply to all our business relationships with our customers in the context of the use of our AI services. These GTC apply only to entrepreneurs (Section 14 German Civil Code), legal entities under public law or special funds under public law.

2. Unless otherwise agreed, the GTC in the version valid at the time of the customer's respective order will also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

3. Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent applies in any case, for example even if we perform our AI services to the customer without any reservation in full knowledge of the customer's GTC. This does not constitute an acceptance of the customer's GTC.

4. Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) take precedence over these GTC in all cases. Subject to proof to the contrary, a written contract or our written confirmation will be authoritative for the content of such agreements.

5. Legally relevant declarations and notifications by the customer with regard to the contract (e.g. setting of deadlines, notification of defects) have to be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax) . Statutory formal requirements and further evidence, in particular in case of doubt regarding the legitimacy of the declarant, remain unaffected.

6. References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions will therefore apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Registration as a custome

1. Access to the use of our services requires registration (also called login).

2. For registration, consent to and confirmation of these GTC as well as the data protection notice is required before pressing the corresponding button (for example marked <Subscribe/Register>) by placing ticks in the respective checkboxes.

3. The data required for registration has to be provided completely and truthfully by the customer. With the registration, the customer sets the password for the use of our services. The user name represents the e-mail address deposited by the customer. The password must consist of at least 6 characters. It must contain upper and lower case letters and special characters. The customer is obliged to keep this password secret and not to disclose it to third parties under any circumstances.

4. Insofar as the required data of the registration change, the customer itself is obliged to update them and is responsible for updating them. All changes to this data can be made online after successful registration.

5. After registering, the customer can use various paid AI models, if applicable. The customer will be informed about the content of the respective chargeable service, the prices, term and terms of payment prior to the conclusion of a chargeable contractual relationship. By pressing the button "Order with costs", the customer declares that he or she wishes to conclude a contract for the AI models with costs that he or she has selected.

§ 3 Subject matter

1. The subject matter of each contract falling within the scope of these GTC is the use of the respective AI model provided by us in a cloud under a subdomain in the form of AI as a Service (hereinafter: AIaaS). This use is defined in more detail in the respective description of functions and services as well as the described scope of services of the selected AI model together with the granting of the rights required for their contractual use in accordance with the provisions of this contract for a limited period of time. In addition, the regulations contained in § 4 apply to our services.

2. AIaaS means that we (1.) make the respective agreed AI model available for use on our servers or servers of third parties in accordance with the scope of services, (2.) enable the customer to access the AI model located on these servers via the internet and to carry out data processing operations there in accordance with the agreed scope of services and (3.) the customer can then call up the results of the data processing processes of the corresponding AI model and we send them to the customer.

§ 4 Performance

1. The type and scope of the contractual performance result from the functional and service description of the selected AI model, as regulated in § 3 (1).

2. The AI models are operated by us as a web-based AIaaS or cloud solution. The customer is enabled to use the AI models stored and running on our servers or a service provider commissioned by us via an internet connection during the term of this contract for his or her own purposes in accordance with § 5 and to process his or her data with this assistance. For this purpose, we provide the customer with a so-called subdomain.

3. The customer receives the access data (usually in the form of personal access data consisting of the e-mail address (user name) deposited within the scope of the registration and the password).

4. If required, we also provide customised solutions ("Professional Services") for use via the internet. The development of such customised solutions and the necessary adaptations require a separate agreement, unless they are already part of the provided and agreed AI model.

5. We will maintain the AI models provided and provide updated functionality or AI models at our discretion.We will inform the customer of changes electronically and will make the corresponding usage instructions available via the internet.

§ 5 Rights of use

1. Unless otherwise agreed, the customer receives the non-exclusive, non-transferable and non-sublicensable right, limited in time to the term of the contract, to use the AI models to the extent granted in the functional and performance description of the corresponding AI model.

The customer has the right to access the provided server by means of telecommunication (via the internet) and to carry out data processing operations by means of a browser or another suitable application - in accordance with the provisions of these GTC. These data processing operations are limited to the scope of services described in the respective function and service description.

2. The customer does not receive any further rights, in particular to the AI models and their algorithms or the agreed connected applications and/or the provided infrastructure services in the respective data centre.

3. The customer is not entitled to use the AI models or the agreed connected applications beyond the permitted use or to have them used by third parties or to make them accessible to third parties. In particular, the customer is not permitted to reproduce, sell or temporarily transfer, rent or lend the AI models or parts thereof.

4. It is prohibited to use and enter special categories according to Art. 9 GDPR when using the software. Furthermore, it is prohibited to use the software for illegal purposes. In particular, the customer may not use it:

• to defame (including but not limited to libel and slander), abuse, harass, stalk, threaten or otherwise violate the rights of others (including but not limited to their general right of privacy);
• to process, publish, distribute or disseminate obscene, adult-oriented, pornographic or unlawful material or information to harm minors in any way;
• to identify or otherwise collect information about other individuals - including, but not limited to, email addresses and email observations - without their consent;
• to send or upload materials containing viruses, Trojans, worms, cancelbots or other harmful or deleting programs;
• to upload materials that contain software or other copyrighted, trademarked, patented, personally owned or otherwise legally protected material to the extent that the customer does not have the necessary rights, licenses or consents;
• to interfere with or disrupt our products or services or the networks or servers connected to us or to violate the rules, policies or procedures regarding such networks or servers;
• to interfere with the use or enjoyment of our services;
• to promote unlawful activities;
• to pursue unlawful purposes;
• to promote content that has been indexed by the Federal Review Board for Media Harmful to Young Persons; or/and
• to violate the applicable law, in particular the GDPR and the German Data Protection Act.

§ 6 Availability, force majeure

1. We provide the aforementioned services with an overall availability of 93.5%. The total availability is only measured between the times from 06.00 hrs to and including 22.00 hrs (CET) on working days (Baden-Württemberg being authoritative). The availability is calculated on the basis of the time allotted to the respective calendar month in the contract period minus the maintenance times.

2. We reserve the right to interrupt the operation of the AI models or the agreed connected applications at any time in emergencies (i.e. in particular in the event of imminent damage to or malfunction of the corresponding services, the data stored there or the hardware used for this purpose). We further reserve the right to interrupt the operation of the AI models or the agreed connected applications for maintenance purposes as well as for updates of the system (updates, upgrades). In these cases, we will endeavour to carry out the maintenance at times when the operation is on a low level, e.g. outside the standard service times. We always try to keep maintenance activities as short as possible and minimise any impact.

3. We draw the customer's attention to the fact that restrictions or impairments of the services provided may arise which are beyond our control. This includes, in particular, actions by third parties who are not acting on our behalf or in fulfilment of our contractual and other obligations, technical conditions of the internet which we cannot influence and force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on our services.

4. We will be released from the obligation to perform if and to the extent that the non-performance of services is due to the occurrence of circumstances which are not within our sphere of responsibility or the sphere of responsibility of third parties commissioned by us or are due to force majeure.

5. The customer is obliged to notify us immediately and as precisely as possible in writing (text form is sufficient) of any functional failures, malfunctions or impairments of the corresponding AI models. If the customer fails to provide this cooperation, Section 536c German Civil Code applies accordingly.

6. Each party has to notify the other party of the occurrence of a case of force majeure immediately.

Force majeure means a natural or man-made disaster, epidemic or pandemic, armed conflict, terrorist attack, popular uprising, sovereign decision or similar circumstances (but not strike) beyond the control of the parties. If, after the conclusion of the contract, one of the parties is prevented by force majeure from performing its contractual obligation, it shall immediately inform the other party of the nature and extent of the circumstances and their expected duration.

In such case, the notifying party will not be deemed to be in default and is not responsible for any delay or unavailability to the extent that such delay or unavailability is due to force majeure.A case of delay or non-availability in this sense will also be deemed to be a case of delay or non-availability at our subcontractors if we have concluded a congruent covering transaction and neither we nor our subcontractor are at fault.

Each party has the right to terminate this contract by unilateral declaration if the other party is prevented by force majeure from performing its contractual performance for more than 30 consecutive days.

§ 7 Liability and warranty

1. We are liable for damages - irrespective of the legal grounds - within the scope of liability for fault in the event of intent and gross negligence. In the event of simple negligence, we are liable as follows, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty):

a) for damages arising from injury to life, limb or health,

b) for damages arising from the breach of a material contractual obligation (obligation, the fulfilment of which makes the proper performance of the framework agreement possible in the first place and on the observance of which the respective other party regularly relies and may rely); in this case, however, liability will be limited to compensation for the foreseeable, typically occurring damage.

2. The use of the contents or results provided by the AI models is at the sole risk of the customer. In particular, we are not liable for the accuracy, quality, completeness, reliability or suitability for the intended purpose of the content or results made available within the scope of the use of the AI models. In particular, we do not provide legal advice.

3. The exclusions and limitations of liability pursuant to Clause 1 above also apply in favour of the legal representatives and vicarious agents of the parties if claims are asserted directly against them.

4. In all other respects, the statutory provisions on warranty in rental agreements apply subject to the following proviso:

Sections 536b German Civil Code (knowledge of the tenant of the defect upon conclusion of the contract or acceptance) and 536c German Civil Code (defects occurring during the rental period; notification of defects by the tenant) apply. The application of Section 536a para. 2 German Civil Code (tenant's right of self-remedy) is excluded. The application of Section 536a para. 1 of the German Civil Code (liability of the landlord to pay damages) is also excluded, insofar as the standard provides for strict liability.

§ 8 Remuneration

1. If there is no deviating contractual regulation, the fees for our services are paid for in so-called credits, which enable the use of tokens.Tokens are a unit of performance for charging information processing for our AI models.For this purpose, the customer can purchase these credits after registration on our website at the prices stated there before calling up the respective service. Payment for the credits is made as an upfront payment via our integrated payment platform.The number of credits purchased is then credited to the customer's account and displayed. For more information about credits and tokens and their use, the customer can visit: https://docs.aleph-alpha.com/docs/get-started/ .

2. Before calling up the corresponding services and the AI models, the customer will be informed of the number of tokens to be used and, by clicking on the button "Order with costs", confirm that he or she wishes to conclude a contract for the AI models and services for which he or she has paid for the respective number of tokens.

All fees and prices and the number of tokens result from the respective order or the respective individual contract.

3. For the provision of professional services, we are entitled to the remuneration agreed between the parties in this respect in addition to § 8 no. 1.

4. All prices are subject to the statutory sales tax or value added tax.

5. We are entitled to increase the agreed fees appropriately when providing essential additional functions (e.g. through updates, upgrades).

6. In the case of continuing obligations, we are entitled to adjust the prices a maximum of once a year to changing market conditions - also taking into account any cost savings that may have occurred - for the provision of the AI models or the agreed connected applications, in particular regarding the necessary costs for the maintenance, servicing and further development of the technical and personnel infrastructure used for the provision of the service or the necessary costs for the licensing of third-party works. The price change has to correspond to the changed market conditions. Reasonableness may be reviewed by the courts pursuant to Section 315 para. 3 German Civil Code.

7. Price increases (in accordance with § 8 clauses 5 or 6 above) will become effective eight weeks after receipt of the change notification by the customer, unless a longer period is specified in the change notification. The customer is entitled to an extraordinary termination of the contract within one month of notification of the price adjustment to the date on which the price adjustment comes into effect. If the customer does not exercise this right and if the customer has been informed of this legal consequence in the notification of the price adjustment, the contract will continue at the changed prices.

§ 9 Data protection and data security; exemption

1. Both parties shall comply with the respective applicable data protection laws, in particular the GDPR as well as the data protection provisions applicable in Germany beyond that, and shall obligate their employees deployed in connection with the contract to maintain data secrecy in accordance with the statutory regulations.

2. If the customer collects, processes and/or uses personal data in connection with the contract, it warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and in the event of a breach it will indemnify us at first request against claims by third parties.

3. The parties agree and confirm that the customer remains the "controller" both generally in the contractual relationship and in the meaning under data protection law, which it will enter into the corresponding AI models. The customer is the sole authorised party with regard to the power of disposal regarding all data used by it (data entered, data processed, data stored, data issued). We and all third parties involved in the implementation do not carry out any control of the data and content stored for the customer with regard to the legal admissibility of the collection, processing and use; the responsibility for this is assumed exclusively by the customer.

4. The customer grants us the right to reproduce the data to be processed by us for the customer for purposes of implementing the contract, insofar as this is necessary or expedient for the provision of the services owed under this contract. Nähere Informationen zu den Tokens und deren Verwendung erhält der Kunde unter: https://app.aleph-alpha.com/docs .

5. The user software, data centre infrastructure services and other system components required for the provision of the AI models or the agreed connected applications are operated in a third party data centre (possibly also a computer network). We will agree the necessary contractual arrangements with these third parties in accordance with the obligations under the GDPR.

6. We may sub-contract but shall impose on any sub-processor the relevant obligations arising from the contract and these conditions.

7. e or third parties commissioned by us will take the technical and organisational security precautions and measures to comply with the statutory data protection provisions.

8. The customer is aware that order processing requires a separate order processing agreement ("OPA"). It will conclude a OPA and procure its affiliates to also sign a OPA. If and to the extent that the customer processes personal data on IT systems for which we are technically responsible, a corresponding order processing agreement is to be concluded with us.

9. Furthermore, the rest of our data protection information applies, which customers can access here: www.aleph-alpha.com.

§ 10 Obligations and duties of the customer, indemnification

1. The customer will support us in the provision of the contractual services to a reasonable extent. This applies, for example, to ancillary services if such are listed in the respective offer or regulated in the description of services and functions and/or are necessary or expedient.

2. It will protect the usage and access authorisations as well as identification and authentication safeguards assigned to it or the users from access by third parties and will not pass them on to unauthorised persons. The customer is responsible for maintaining the confidentiality of the personal access data and has to prevent its misuse. The customer has to ensure vis-à-vis us that the customer and the other authorised users will keep the personal access data secret and prevent their misuse. Passing on the access data to employees of the customer or third parties who are not authorised users is considered misuse. If the customer becomes aware of the misuse of access data, we have to be informed immediately. We are entitled to disable the access data immediately in the event of misuse.

3. The customer is responsible for the proper and regular backup of his data. This also applies to documents provided to us in the course of contract execution as well as data processed by the customer or its affiliates with the AI model that is the subject of the contract (processing results).

4. The customer will comply with all legal provisions (e.g. also industrial property rights and copyrights) when using the AI models or the agreed connected applications. In particular, the customer will not use the contractual AI models to infringe the rights of third parties, in particular the intellectual property rights of third parties. The customer has to indemnify us against all claims of third parties which are based on an unlawful use of the AI models or the agreed connected applications by it or which are made with its approval. If the customer recognises or has to recognise that such a breach is imminent, the customer is obliged to inform us immediately in writing (text form is sufficient).

5. Insofar as the customer provides us with protected content or transmits it for processing by one or more AI models (e.g. graphics, trademarks and other content protected by copyright or trademark law), the customer will grant us all rights necessary or relevant for the performance of the contractual agreement. In this context, the customer assures to hold all necessary rights to transferred or transmitted protected content in order to grant us the corresponding rights.

6. The customer has to oblige the users authorised by it to comply for their part with the provisions applicable to the use of the AI models or the agreed connected applications.

7. The customer has to ensure that the use of the AI models does not affect systems and data that are in any way relevant to the safety of goods and persons. Furthermore, the customer has to ensure that the data processed within the scope of use (input data) does not violate current case law and / or the GDPR. The customer undertakes to inform us in writing of any infringements.

8. The customer shall ensure for the use for affiliated companies that the respective affiliated company undertakes in advance in our favour within the framework of a genuine contract for the benefit of third parties (Section 328 German Civil Code) to comply with the provisions of these GTC, in particular of the above § 10 para. 1 to 7 and the respective contract falling within the scope of these GTC.

§ 11 Customer data and indemnification from third party claims

1. As a technical service provider, we only temporarily store content and data for the customer that the customer enters when using the AI models in the working memory. After the results have been made available, they are deleted again. The customer undertakes not to post any content and data that is punishable by law or otherwise illegal in absolute terms or in relation to individual third parties and not to use any programmes containing viruses or other malware in connection with the AI models. In particular, it undertakes not to use the AI models to offer unlawful services or goods. The customer is the controller with regard to personal data of itself and its users and must therefore always check whether the processing of such data via the use of the AI Models is supported by the relevant statutory permissions.

2. The customer is solely responsible for all content and processed data used by it or its users as well as any legal positions required for this. We do not take note of any content of the customers or its users and do not check the content used with the AI models.

3. In this context, the customer undertakes to indemnify us on first demand against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against us by third parties, including employees of the customer personally, as a result of alleged acts or omissions by the customer. This indemnity also includes reasonable legal fees.

4. We will inform the customer of the claim and, insofar as this is legally possible, give him the opportunity to defend itself against the asserted claim. At the same time, the customer has to provide us immediately with all information available to it regarding the facts that are the subject of the claim in full in writing (text form is sufficient).

5. Any claims for damages arising for us over and above this remain unaffected.

§ 12 Use in breach of contract, damages

1. We are entitled to block access to the AI models or the agreed connected applications in the event of any unlawful breach by the customer or the users designated by the customer (including affiliates and their users) of a material obligation, in particular in the event of a breach of the obligations set out in Clauses 9.2.; 9.4 and 9.7 and in the event of a failure to pay the agreed fee on time. Access will only be restored once the breach of the material obligation concerned has been permanently eliminated or the risk of repetition has been mitigated by the submission of an appropriate cease-and-desist declaration with a penalty clause. Even in this case, the customer remains obliged to pay the monthly prices.

2. A failure to comply with the obligations of conduct set out in Clauses 4.3; 4.4; 9.2; 9.4 and 9.7, as well as a failure to pay the corresponding fee, may furthermore result in both the immediate termination of the user agreement and civil and criminal consequences for the customer itself.

3. warning must be given at least in text form in order to have legal effect.

4. In the event of an unlawful breach of the obligations set out in § 10 by a user or in the event of an unauthorised transfer of use, the customer will, upon request, immediately provide us with all information required to assert claims against the user, in particular the name and address of the user.

5. For each case in which the customer culpably enables the use of the AI models or the agreed connected applications by users or third parties not named by him, the customer will in each case pay compensation in the amount of that remuneration which would have been incurred in the case of the conclusion of a contract with an ordinary contractual period of at least 12 months at the highest remuneration level for an individual user. The customer reserves the right to prove that there has been no damage or that the damage is significantly lower. We remain entitled to claim further damages.

6. If the contractual use of the AI models or the agreed connected applications is impaired by third party property rights through no fault of our own, we will be entitled to refuse the services affected thereby. We will inform the customer of this without delay. In this case, the customer is not obliged to pay. Other claims or rights of the customer remain unaffected.

7. If damage to the customer results from the loss of data, we will not be liable for this, insofar as the damage would have been avoided by a regular and complete backup of all relevant data by the customer. The customer will carry out a regular and complete data backup himself or have it carried out through a third party and is solely responsible for this.

8. The final exclusion or blocking of an access does not change the obligation to pay for services ordered.

9. The right to assert further claims against the customer, in particular claims for damages, is expressly reserved.

§ 13 Fault management

1. Contractual services

We will receive fault reports from the customer, assign them to the agreed fault categories and, on the basis of this assignment, carry out the agreed measures to analyse and rectify faults.

2. Acceptance of fault reports from the customer

We will accept proper fault reports from the customer during its normal business hours (currently 09:00 - 17:00 on working days; Germany, Baden-Württemberg being authoritative) and assign an identifier to each. At the customer's request, we will confirm receipt of a fault report by informing the customer of the assigned identifier.

3. Assignment to fault categories

Unless otherwise agreed, we will assign received fault reports to one of the following categories after an initial inspection:

a) Category 1 (Critical fault)

The disruption is due to a fault in the AI models or the agreed connected applications that makes the use of the AI models or the agreed connected applications impossible or only allows it with severe restrictions. The customer cannot reasonably avoid this problem and therefore cannot complete tasks that cannot be postponed.

b) Category 2 (Other fault)

The disruption is based on a fault in the AI models or the agreed connected applications that restricts the use of the AI models or the agreed connected applications by the customer more than just insignificantly, without there being a critical fault.

c) Category 3 (Other report)

Fault reports that do not fall into categories 1 and 2 are assigned to the other reports. Other reports will only be handled by us in accordance with the agreements made for this purpose.

4. Implementation of troubleshooting measures

In the event of reports of critical faults and other malfunctions, we will immediately initiate appropriate measures on the basis of the circumstances communicated by the customer in order to first localise the cause of the fault.

If, after initial analysis, the reported fault does not turn out to be a fault in the AI models or agreed connected applications, we will inform the customer of this immediately.

Otherwise, we will arrange for appropriate measures to be taken to further analyse and rectify the notified fault or - in the case of third-party software - forward the fault report together with its analysis results to the distributor or manufacturer of the third-party software with a request for remedial action.

We will promptly provide the customer with available measures to circumvent or rectify a fault, such as instructions for action or corrections. The customer will immediately adopt such measures to circumvent or rectify faults and will immediately report any remaining faults to us again when using them.

§ 14 Contact point

1. Contractual services

We will set up a point of contact for the customer. This can be reached by e-mail.

2. Acceptance and processing of enquiries

A prerequisite for the acceptance and processing of enquiries is that the customer designates to us personnel with the appropriate professional and technical qualifications who are assigned internally at the customer to process enquiries from the users of the AI models or the agreed connected applications. The customer is obliged to send enquiries to the above-mentioned company only via the designated contact point mentioned above, using the forms provided by us. The contact point accepts such requests by e-mail (support@aleph-alpha.com) during our normal business hours (09:00 - 17:00 on working days; Germany, Baden-Württemberg being authoritative).

Insofar as a response by the point of contact is not possible or not possible in a timely manner, we will - insofar as this is expressly agreed - forward the request for processing, in particular requests for functionalities or software not produced by us.

Further services of the point of contact, such as other response times and deadlines or on-site assignments at the customer's premises, must be expressly agreed in advance.

§ 15 Term

1. This agreement runs for an indefinite period. It can be terminated.

The notice period is 3 months to the end of the month.

2. The right to extraordinary termination remains unaffected.

3. The notices of termination must be in writing.

§ 16 Secrecy

The parties undertake to treat the contents of this contract and its annexes as well as the business secrets brought to their attention in each case in the course of the cooperation as secret and confidential vis-à-vis third parties, unless they are a person bound to professional secrecy or the facts concerned are public knowledge or their public disclosure is required by law. In this case, the parties are obliged to inform each other in advance and to limit the public announcements to the content required by law or by the authorities.

§ 17 Amendments to the general terms and conditions

1. We are entitled to amend these GTC insofar as essential provisions of the contractual relationship remain unaffected thereby, the amendment is necessary to adapt to developments which were not foreseeable at the time the contract was concluded and the failure to take them into account would noticeably disrupt the balance of the contractual relationship. "Essential provisions" in this sense are in particular those concerning the type and scope of the contractually agreed subject matter of performance and the term including the provisions on termination.

2. In addition, we are entitled to adapt or supplement the GTC insofar as this is necessary to eliminate difficulties in the performance of the contract due to loopholes that have arisen after the conclusion of the contract. This may in particular be the case if one or more clauses of these GTC have been declared wholly or partially invalid by courts.

3. We will notify the customer of any intended amendments to the GTC pursuant to the aforementioned § 17 (1) and (2) at least 8 weeks before they take effect by e-mail to the e-mail address provided by the buyer. The buyer has an extraordinary right of termination at the time the changes take effect. If the buyer does not terminate the contract in writing within 6 weeks after receipt of the notification of change, the changes will become part of the contract at the time they take effect. The buyer will be specifically informed of this consequence in the notice of change.

§ 18 Choice of law and place of jurisdiction

1. These GTC and the contractual relationship between us and the customer are governed by the laws of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the buyer is a merchant within the meaning of theGerman Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship will be the Regional Court of Heilbronn. The same shall apply if the buyer is an entrepreneur within the meaning of Section 14 German Civil Code. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive competences, remain unaffected.