Terms & Conditions

2. DEFINITIONS

2.1 Unless the context of these Terms requires otherwise, the capitalized terms used in the Terms shall have the meaning indicated below:

Business Day: any day from Monday to Friday (except public holidays), when commercial banks are open for business in the Federal Republic of Germany;
Commencement Date: has the meaning set out in clause 3.3;
‍Company: has the meaning set out in clause 1.1;
‍Contract: the contract between the Company and the Customer for the sale and purchase of Products and related services in accordance with these Terms;
‍Customer: a natural or legal person who purchase Products from the Company;
‍Force Majeure Event: has the meaning set out in clause 15.1(a);
‍Estimate: a written proposal provided by the Company to the Customer regarding sale of Products in accordance with received Order;
‍Order Confirmation: a final order confirmation sent to the Customer after all the terms of the order have been agreed and based on which the Customer’s order will be processed in accordance with these Terms;
‍Order: the Customer's written order for the purchase of Products, which must consist of the following information to be valid: (i) [number of Products to be purchased]; (ii) quantity of Products to be purchased; (iii) delivery location; (iv) necessity of assembly services; (v) complete specification of colours, version and electrical specifications of each Product ordered; (vi) any other specifics as required by the Customer or requested by the Company;
‍Parties: shall mean jointly the Customer and the Company.
‍Product Specification: any specification for the Products, including any relevant plans or drawings, that is agreed by the Customer and the Company;
‍Products: the products (or any part of them) as set out in clause 1.2 and the Order and/or the Estimate;
‍Standard Version: any Product in black or white colour;
‍Terms: these terms and conditions as amended from time to time;
‍Warranty Period: has the meaning set out in clause 7.1;
‍Website: the official website of the Company being www.persybooths.com.

2.2 In these Terms:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 
(b) a reference to a party includes its personal representatives, successors or permitted assigns;a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.
(c) A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes e-mails.

3. ORDERS AND CONTRACT FORMATION

3.1 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms. Upon receipt of such Order, the Company shall issue an Estimate based in the terms of the Customer’s Order. The Company reserves the right to accept or reject any Order at its sole discretion.

3.2 The Estimate issued by the Company shall remain valid for a period of 14 (fourteen) calendar days from the date of its issuance, unless otherwise expressly stated in the Estimate. The Customer must provide written acceptance of the Estimate in writing (including by email) within this period for the Estimate to be effective.

3.3 A binding contract between the Company and the Customer (“Contract”) shall be formed only when the Company issues a formal Order Confirmation and the Customer provides a written acceptance of the Order Confirmation. The date of the confirmation by the Customer of the Order Confirmation shall be the commencement date of the Contract (“Commencement Date”). The Order Confirmation shall remain valid and is subject to acceptance for a period of 5 (five) calendar days from the date of its issuance, unless otherwise expressly stated by the Company.

3.4 The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

3.5 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Products or illustrations contained in the Company’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

3.6 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing, unless expressly agreed to in writing by the Company.

3.7 Any quotation issued by the Company does not constitute an offer, unless expressly stated as Estimate. Such quotations are provided for guidance purposes only and shall be valid for a period of 14 (fourteen) calendar days from the date of issuance, unless otherwise specified in the quotation.

4. PRODUCTS

4.1 The Products are described on the Website or in the Product Specification (if applicable).

4.2 To the extent that the Products are to be manufactured in accordance with a Product Specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company’s use of the Product Specification. This clause shall survive termination of the Contract.

4.3 The Company reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.

5. PRICES AND PAYMENTS

5.1 The price for Products shall be the price set out in the Order Confirmation or, where no specific price is stated, the price published on the Website at the time the Order Confirmation is made. 

5.2 The price of the Products is exclusive of all additional costs and charges, including but not limited to shipping and transport, which shall be specified in the Estimate and/or invoiced separately. The Customer agrees to pay these charges together with the price of the Products.

5.3 Unless otherwise specified in the Estimate or Order Confirmation the following payment terms applies:
(a) 50% of the total amount indicated in the Estimate or Order Confirmation is due within 5 (five) calendar days upon Commencement Date. ​​The Company shall not be obligated to commence any production, work, or related services until the prepayment is received in full. Any deadlines, including those related to delivery, shall be automatically postponed for the time of any delay of payment. If the prepayment is not received within the above-mentioned 5 (five) calendar days period, the Company also reserves the right to unilaterally terminate the Contract without further notice and in such case the Company shall not be obligated to proceed with the sale or any related obligations, unless agreed otherwise;
(b) the remaining 50% are due within 5 (five) calendar days after delivery is completed. 

5.4 All prices stated by the Company are exclusive of VAT, unless explicitly stated otherwise. VAT, where applicable, shall be added to the invoice and paid by the Customer. The final price, including all applicable costs, will be as agreed in the Estimate or Order Confirmation.

5.5 The Company reserves the right to increase the price of Products, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to the Company that is due to:
(a) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Product Specification; or
(b) any delay caused by any instruction of the Customer in respect of the Products or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Products.

5.6 For orders shipped outside the European Union, the Customer shall be solely responsible for the payment of any import duties, taxes, or fees required to clear the Products through customs. The Customer must make such payments immediately, but not later than within 5 (five) calendar days upon request from the Company or its logistics agent, as this is a prerequisite for successful importation. The Company reserves the right to invoice the Customer for any costs incurred due to delays, cancellations, or other expenses arising from the Customer’s failure to pay import duties or fees on time, including but not limited to any transportation cancellations and waiting times. For avoidance of doubt, the Company shall not be liable for any delays in delivery if such is result of any non-performance or improper performance by the Customer of undertakings established in this clause. 

5.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

5.8 In the event that the Customer fails to make any payment due to the Company by the due date, the Company reserves the right to charge interest on the overdue amount at an annual rate of 8 percentage points above the European Central Bank’s (ECB) reference rate for business-to-business transactions. Interest will accrue on a daily basis from the date the payment becomes overdue until the date the full payment, including accrued interest, is received by the Company. The Company also reserves the right to claim any reasonable recovery costs associated with pursuing overdue payments.

6. DELIVERY AND ASSEMBLY

6.1 Standard delivery times in European Union are 4-8 weeks, subject to availability of stock, materials, work force.

6.2 Products are delivered under DAP (INCOTERMS 2020) at location indicated by the Customer in the Order, unless otherwise indicated in the Estimate. If the Customer undertakes to organize shipping of Products by itself, then the Company delivers the Products under EXW (INCOTERMS 2020) at the Company’s warehouse indicated by the Company. 

6.3 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. Any delays in the delivery shall not entitle the Customer to refuse to accept or collect the Products.

6.4 If the Company fails to deliver the Products, its liability shall be limited to the amount paid by the Customer and actually received by the Company for the respective non-delivered Products. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Company with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.

6.5 If the Customer fails to accept or take delivery of the Products within 14 (fourteen) Business Days of the Company notifying the Customer that the Products are ready, then the Company shall store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

6.6 If 30 (thirty) Business Days after the Company notified the Customer that the Products were ready for delivery the Customer has not accepted or taken delivery of them, the Company may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.

6.7 The Company may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.8 Assembly of the Products by the Company or its authorized agents assumes delivery to either the ground floor or first floor of the Customer’s premises, provided that safe and reasonable access is available.

6.9 If the Company’s assembly team is required to deliver or assemble the Products above the first floor, the Company reserves the right to charge additional fees for such services.

6.10 When no assembly services are ordered from the Company, the delivery is curb side, and the Customer may be required to assist in unloading the Products.

6.11 The Customer shall ensure that adequate access is provided for the Company’s assembly team. If suitable access is not available, or if any other circumstances at the Customer’s premises prevent or obstruct proper assembly, including but not limited to the need for additional equipment, the Customer shall bear the cost of such equipment, services and any other necessary actions to remove the obstruction. If the assembly cannot be completed due to these issues and must be rescheduled, the Customer shall be responsible for paying the costs of the failed assembly attempt, including any reasonable expenses incurred by the Company in relation to the failed attempt, as well as the costs for the subsequent rescheduled assembly. The Company shall not be liable for any delays resulting from these access issues or obstructions.

7. ACCEPTANCE AND DEFECTIVE PRODUCTS. WARRANTY

7.1 The Company warrants that on delivery and for a period of 36 (thirty-six) months from the date of delivery (“Warranty Period”), the Products shall:
(a) conform in all material aspects with their description and any applicable Product Specification;
(b) be free from material defects in design, material and workmanship.

7.2 The Customer is required to examine the Products immediately upon delivery. Any defects that are apparent upon normal visual inspection must be reported in writing to the Company within 5 (five) Business Days from the delivery date. Failure to notify the Company of such defects within this period shall result in the Customer losing the right to claim for any defect that could have been observed at the time of delivery.

7.3 In addition to the obligation in clause 7.2, any damage to the Products discovered during the unboxing or handling of the Products must also be reported in writing within 5 (five) Business Days of delivery. The Customer must provide photographic evidence of the damage while the Product is still in its original packaging. Failure to do so within the specified timeframe shall void the Customer’s right to claim damages for such defects.

7.4 Assembly and damage claims:
(a) if the Customer assembles the Products themselves, no damage claims will be accepted. The Company shall not be liable for any damages identified after the Products have been removed from their original packaging or assembled by the Customer, as there will be no way to verify the condition of the Products upon receipt;
(b) if the Company or its authorized agents perform the assembly, any damage claims must be documented and noted in the assembly completion form, which must be signed by the Customer at the time the assembly is completed. Once the assembly form has been signed, no further damage claims will be accepted.

7.5 If the Customer opts to assemble the Products independently or through third parties not authorized by the Company, the Customer acknowledges that, in addition to clause 7.4(a), any defects arising from such assembly shall not be covered by the warranty.

7.6 Subject to clause 7.7, if:
(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 7.1;
(b) the Company is given a reasonable opportunity of examining such Products; and
(c) the Customer (if requested to do so by the Company) returns such Products (part of it) to the Company’s place of business at the Company’s costs;
the Company shall, at its option, repair or replace the defective Product, part of the Product or component within the parts, if it is determined by the Company to be defective or deliver new/repaired Product to the Customer or refund the price of defective Products in full.

7.7 The Company shall not be liable for the Products’ failure to comply with the warranty in clause 7.1, if:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 7.6;
(b) the defect was apparent on normal visual inspection immediately and the Customer has not notified the Company in accordance with clause 7.2;
(c) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, assembly, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
(d) the defect arises as a result of the Company following any drawing, design or Products Specification supplied by the Customer;
(e) the Customer alters or repairs such Products without the written consent of the Company and/or not in accordance with the instructions provided by the Company;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

7.8 The Customer is solely responsible for ensuring that the premises and/or building where the Products are to be delivered, assembled and/or installed are suitable for the weight, dimensions and specifications of the Products, including, but not limited to, ensuring that the respective building’s structure, flooring and load-bearing capacity can safely accommodate the Products. The Company shall not be liable for any damage, injury or loss resulting from the Customer’s failure to ensure the suitability of premises, including any structural damage to the building or other property, such as floor collapse or other damage arising from the installation or placement of the Products. In the event of any such damages, the Customer agrees to indemnify and hold the Company harmless from all claims, liabilities, costs and expenses arising as a  result of the Customer’s failure to ensure the suitability of the premises for the Products.

7.9 Except as provided in this clause 7, the Company shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 7.1.

7.10 These Terms shall apply to any repaired or replacement Products supplied by the Company under clause 7.6.

8. RETURNS

8.1 The Company offers returns only on the first Product ordered, and only for Standard Versions of the Products. Custom orders or modified versions are not eligible for returns.

8.2 Returns are only applicable if the Customer has not had the opportunity to test or view the Product beforehand. If the Customer has seen or tested the Product prior to ordering, the right to return shall not apply.

8.3 To initiate a return, the Customer must notify the Company in writing within 30 (thirty) Business Days of receiving the Product. The Product must be returned in its original condition, with all packaging intact (except if assembly was organized by the Company), and at the Customer’s cost, unless otherwise agreed in writing by the Company. The Customer may request the Company to collect the Product at price indicated and invoiced by the Company separately.

8.4 The Company reserves the right to inspect the returned Product to ensure it is in its original condition and undamaged. Refunds will only be processed once the Company is satisfied that the Product has been returned in accordance with these terms.

8.5 The return policy applies exclusively to the first Product ordered by the Customer and does not extend to additional Products ordered in subsequent or bulk orders. Also, the return policy does not apply to any Products ordered, even if it is first ordered, that are subject to any leasing or financing contracts with third parties.

9. TITLE AND RISK

9.1 The risk in the Products shall pass to the Customer on completion of:
(a) delivery, if the assembly services are not ordered by the Customer;
(b) assembly, if such services are ordered by the Customer.

9.2 Title to the Products shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:
(a) the Products;
(b) all other sums which are or which become due to the Company from the Customer for sale of Products or otherwise under this Agreement (e.g. interest, penalties, additional costs (if any), related to Products, etc.).

9.3 Until title to Products has passed to the Customer, the Customer shall:
(a) not remove, deface or obscure any identifying mark on or relating to such Products;
(b) maintain such Products in satisfactory condition;
(c) use Products solely in the ordinary course of its business;
(d) in no case be entitled to sell or otherwise transfer ownership to the Product to any third party.

9.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

10. CUSTOMER‘S OBLIGATIONS 

10. 1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Product Specification are complete and accurate;
(b) co-operate with the Company in all matters relating to delivery and assembly of the Products, if the Company is engaged for such;
(c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Product’s assembly services;
(d) provide the Company with such information and materials as the Company may reasonably require for delivery and/or assembly, and ensure that such information is accurate in all material respects;
(e) prepare the Customer's premises for the delivery and/or assembly of the Products.

10.2 If the Company’s performance of assembly of the Products, when such is ordered, is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) the Company shall without limiting its other rights or remedies have the right to suspend performance of the assembly services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause;
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

11. CONFIDENTIALITY

11. 1 A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

12. LIMITATIONS OF LIABILITY

12.1 The Company shall under no circumstances, unless otherwise established under imperative rules of applicable laws, whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.

12.2 The Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of respective Products under the Contract.

12.3 This clause 12 shall survive termination of the Contract.

13. TERMINATION

13.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to Customer if:
(a) the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 (fourteen) days after receipt of notice in writing of the breach;
(b) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(e) the Customer is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
(h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(h) (inclusive);
(j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(k) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14. CONSEQUENCES OF TERMINATION

14.1 Upon termination of the Contract for any reason:
(a) Cessation of Obligations: All rights and obligations of the Parties under the Contract shall cease immediately, except as otherwise provided in these Terms that, by its nature, is intended to survive termination, including but not limited to clauses related to warranties, confidentiality, and limitation of liability.
(b) Payments: The Customer shall immediately pay to the Company all outstanding unpaid invoices and interest accrued up to the date of termination, for Products delivered or services provided. For Products that have been manufactured but not yet delivered, the Company may issue an invoice for such Products and the Customer shall be liable to pay the invoiced amount.
(c) Work in Progress: If the Contract is terminated after the Company has commenced work on any Products, including but not limited to custom orders, the Customer shall be liable for the reasonable costs incurred by the Company up to the date of termination, including the cost of materials, labour, and any commitments to third-party suppliers.
(d) Return of Goods: If any Products have been delivered but not paid for, the Company may require the Customer to return those Products to the Company at the Customer’s cost. If the Customer fails to return the Products, the Company and/or its appointed representatives may enter the Customer’s premises to repossess the Products, and the Customer shall be responsible for any costs or damages associated with such repossession.
(e) Retention of Title: Any Products delivered to the Customer before termination shall remain the property of the Company until full payment has been made in accordance with clause 9 (Title and Risk). If full payment is not made, the Company reserves the right to reclaim the Products in accordance with clause 14.1(d).
(f) Import Duties and Costs: The Customer shall remain liable for any import duties, taxes, or fees that become due in connection with the Products that have already been shipped but not yet delivered by the termination date. Any additional costs incurred due to the Customer’s failure to promptly clear such import obligations shall be payable by the Customer.
(g) Cancellation of Services: Any services agreed upon but not yet rendered shall be cancelled without further liability, except for any work already performed or costs incurred by the Company up to the date of termination.

14.2 No Limitation of Other Rights: Termination of the Contract shall not limit or affect any other rights or remedies that the Company may have under the Contract or at law, including the right to seek damages for breach of contract.

14.3 Survival of Terms: Clauses which expressly or by implication survive termination, including but not limited to clauses related to payment, warranties, limitations of liability, confidentiality, and governing law, shall continue in full force and effect.

15. OTHER PROVISIONS

15.1 Force majeure:
(a) for the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;
(b) the Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event;
(c) if the Force Majeure Event prevents the Company from providing any of the Products and/or assembly services for more than 60 (sixty) days, the Company shall, without limiting its other rights or remedies, have the right  to terminate this Contract immediately by giving written notice to the Customer.

15.2 Assignment and subcontracting:
(a) the Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party;
(b) the Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.3 Notices: All notices and other communications under or in connection with the Contract shall be made in writing in the English language and shall be considered as duly served if sent to the address the party may designate in any document consisting the Contract or by written notice to the other party: (i) on the same day when delivered upon acknowledgement of the receipt; (ii) upon factual receipt when it is sent by pre-paid registered mail; (iii) on the following Business Day if sent by email.

15.4 Severance:
(a) if a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected;
(b) if any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.5 The following priorities shall be set out for the validity of the documents, i.e. in case of discrepancies between the provisions of these documents, preference will be given to the provisions of the document indicated above:
(a) Order Confirmation;
(b) Estimate;
(c) Terms;
(d) Order.

15.6 Governing law. This Contract and the relations between the parties in respect to the Contract (including the execution, validity, invalidity, implementation and termination) are governed by and interpreted in accordance with the Laws of the Federal Republic of Germany.

15.7 Dispute resolution. Any dispute, controversy or claim, arising out of or relating to this Agreement, its breach, termination or validity shall be finally settled in the respective court of the Federal Republic of Germany in Berlin subject to the rules of jurisdiction.