Terms & Conditions

Klein Tools.eu

Terms of Use

§ 1 Scope, applicability and form

1. These General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relations between Klein Tools Europe GmbH (hereinafter referred to as "Klein Tools") and its business partners and customers (hereinafter referred to as "Buyer").
2. The GTC shall only apply if the Buyer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
3. The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as "Goods"), irrespective of whether Klein Tools manufactures the Goods itself or purchases them from third party suppliers (§§ 433, 650 BGB).
4. These GTC shall also apply to all future transactions between the parties and even if Klein Tools carries out the delivery of the Goods in the knowledge of deviating or conflicting conditions. The GTC in the version valid at the time of the Buyer's order or in any case in the version last communicated to the Buyer in text form shall also apply as a framework agreement for similar future agreements, without Klein Tools having to refer to them again in each individual case.
5. These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the Agreement if and to the extent that Klein Tools has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example, even if Klein Tools provides the contractual service without reservation or carries out the delivery without reservation in the knowledge of the Buyer's general terms and conditions.
6. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by a written agreement or written confirmation by Klein Tools.
7. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Conclusion of the Agreement

1. The offers of Klein Tools are subject to changes and non-binding. This also applies if Klein Tools has provided the Buyer with catalogues, technical documentation (e.g. (assembly) drawings, plans, calculations, calculations, weights and dimensions, references to DIN standards), other product descriptions or documents - including in electronic form. Klein Tools expressly reserves the right of ownership and all rights of use and ancillary rights under copyright law to these documents.
2. The goods displayed on the website operated by Klein Tools at the URL www.kleintools.eu or in the brochures and catalogues of Klein Tools do not constitute binding offers to conclude an agreement. Rather, the order of the Goods by the Buyer is considered a binding contract offer. Unless otherwise stated in the order, Klein Tools is entitled to accept this contractual offer within 2 (two) weeks of its receipt by Klein Tools.
3. The acceptance of the offer can be declared either in writing or in text form (e.g. by order confirmation) as well as by delivery of the Goods to the Buyer.
4. The minimum order value is EUR 350.00 net per order excluding freight costs. If and to the extent that a product is labelled with a minimum order quantity, this minimum order quantity may not be undercut. If the Buyer places an order below the specified minimum order quantity, the order quantity shall automatically increase to the specified minimum order quantity of the goods. On orders with a net order value of up to EUR 350.00 including freight costs, an additional handling fee of EUR 45.00 will be charged to the Buyer.
5. (5) It is not possible to change the order at a later point in time.
6. Goods already produced before the order is placed can be cancelled free of charge before dispatch. Orders for customized Goods made at the Buyer's request can no longer be cancelled once the Goods are in production.
7. Klein Tools reserves the right to change the design or shape of the Goods up to the time of delivery unless the Goods are substantially altered or the change is unreasonable for the Buyer.

§ 3 Delivery times and delivery conditions

1. Delivery periods and dates shall be agreed individually between the parties or specified by Klein Tools upon acceptance of the order. These are generally non-binding. If and to the extent that the delivery period or delivery date is binding, this requires an express written agreement between the parties.
2. The delivery period begins with the dispatch of the order confirmation, but not before the provision of any documents, authorizations and other formalities still to be procured by the Buyer and not before any agreed advance payment has been made. If the Buyer is in default with a material obligation arising from the contractual relationship, Klein Tools shall be entitled to extend the delivery period by the period of default.
3. Delivery periods are stated exclusively subject to undisturbed production and sufficient supply of raw materials and supplies. If Klein Tools is unable to meet binding delivery deadlines for reasons for which it is not responsible (non-availability of goods or services), Klein Tools shall inform the Buyer of this immediately and at the same time inform the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, Klein Tools is entitled to withdraw from the Agreement in whole or in part; any consideration already paid by the Buyer will be refunded immediately by Klein Tools. A case of non-availability of the service in this sense is in particular the non-timely self-delivery by a supplier, if Klein Tools has concluded a congruent hedging transaction, neither Klein Tools nor its suppliers are at fault or Klein Tools is not obliged to procure in individual cases.
4. The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions. If the Buyer grants Klein Tools, which is in default, a reasonable grace period of at least 4 weeks with the express declaration that acceptance will be refused after the fruitless expiry of this period, the Buyer shall be entitled to withdraw from the Agreement if the grace period is not complied with. The statutory exceptions, according to which the setting of a deadline is dispensable, remain unaffected. There are no further claims apart from those regulated in this Agreement.
5. The Goods shall be dispatched to the Buyer by Klein Tools in good time after the confirmation of the order to meet the delivery deadline. Delivery shall be made in accordance with DDP Incotermers 2020, unless the parties expressly agree otherwise. For the avoidance of doubt, the Goods shall be dispatched to the place specified by the Buyer at the time of dispatch (hereinafter referred to as the "Place of Delivery"). If the Buyer does not specify any other place, delivery shall be made to the Buyer's address stated in the respective order.
6. Packaging and mode of despatch shall be at the discretion of Klein Tools. The Buyer shall dispose of the packaging at its own expense. However, Klein Tools is entitled to demand that packaging material be returned carriage paid to the place of dispatch or any of its works.
7. For the avoidance of doubt, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass to the Buyer upon handover of the goods at the Place of Delivery. However, Klein Tools shall not be liable for delays, loss or damage during transport for which it is not responsible.
8. The Buyer shall take delivery of the Goods at the Place of Delivery. In the event of default of acceptance or other culpable breach of duties to co-operate on the part of the Buyer, Klein Tools shall be entitled to compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In such cases, Klein Tools may store the Goods at its own discretion, whereby the Buyer shall bear all associated costs and expenses (including, but not limited to, storage and insurance) and shall be liable for the risk of accidental loss or accidental deterioration. The Buyer shall bear the costs of reshipment by Klein Tools.
9. Klein Tools may, at its sole discretion, make partial deliveries of Goods to Buyer. Buyer shall pay for the Goods delivered regardless of whether such delivery fulfils Buyer's order in whole or in part.
10. For orders requiring multiple shipping dates, each shipment will be considered a separate order. To facilitate processing, Klein Tools asks for the submission of separate orders if multiple shipping dates are requested. All orders requiring multiple shipping dates are subject to § 5 (2) will be dispatched and invoiced at the shipping costs stated when this Agreement was concluded.

§ 4 Transport damages and delivery defects

1. It is presumed that the quantity of Goods ascertained on dispatch from the Klein Tools warehouse has also been received by the Buyer. The Buyer may provide evidence to the contrary.
2. In the event of obvious transport damage, the Buyer must contact the carrier immediately or upon later discovery to have an inspection carried out and an inspection report issued. The packaging must be retained by the Buyer.
3. The Buyer shall inspect the Goods immediately upon receipt. If the inspection reveals obvious transport damage, non-deliveries, short deliveries or defects (hereinafter collectively referred to as "defects"), the Buyer shall notify Klein Tools of these immediately in writing. If he fails to do so, all rights in relation to the damaged, missing or defective Goods shall lapse. This does not apply if the defects were not recognizable during the inspection. If such a defect becomes apparent later, the notification must be made immediately after discovery; otherwise all rights in relation to the damaged, missing or defective Goods shall also lapse. The above provisions shall not apply if Klein Tools has fraudulently concealed the defect.
4. Any liability of Klein Tools for non-delivery of the Goods shall be limited, at Klein Tools' option, to either replacement of the Goods within a reasonable time or adjustment of the invoice for such Goods to reflect the quantity actually delivered. This limitation of liability shall not apply if the non-delivery is due to wilful misconduct or gross negligence on the part of Klein Tools or its legal representatives or agents.

§ 5 Prices and terms of payment

1. Unless otherwise agreed in individual cases, the prices valid at the time of conclusion of the Agreement shall apply ex warehouse Klein Tools in accordance with the current price list agreed individually between the parties. The prices stated therein are net prices, which means they do not include value added tax at the applicable statutory rate. Other ancillary services and additional costs of Klein Tools (e.g. assembly, installation or proper packaging and shipping costs) shall be invoiced separately in accordance with the order confirmation.
2. Klein Tools reserves the right to change and adjust the prices accordingly if there are more than four (4) months between conclusion of the Agreement and delivery and if this cost increases occur after conclusion of the Agreement, in particular due to significant changes of material cost changes of more than 10%. The sales prices shall be adjusted by the corresponding percentage. Klein Tools shall notify the Buyer immediately of any cost increases as soon as and to the extent that they have occurred and lead to a price adjustment and shall provide evidence thereof upon request. In this case, the Buyer is entitled to withdraw from the existing Agreement in writing within two (2) weeks of becoming aware of the increase, whereby the receipt of the notice of withdrawal by Klein Tools is decisive for compliance with the deadline. After expiry of the aforementioned cancellation period, the Buyer shall be bound to the adapted agreement.
3. Unless otherwise agreed, the purchase price is payable within 30 days of invoicing. However, Klein Tools is entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Klein Tools declares a corresponding condition with the order confirmation.
4. The Buyer shall be in default upon expiry of the above payment period; a separate reminder shall not be required. Interest shall be charged on the purchase price during the period of default at the applicable statutory default interest rate. Klein Tools reserves the right to claim further damages caused by default. The entitlement to commercial maturity interest 53 HGB) remains unaffected.
5. The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim for set-off has been recognized by declaratory judgement or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected.
6. If it becomes apparent after the conclusion of the Agreement (e.g. through an application for the opening of insolvency proceedings) that Klein Tools' claim to the purchase price is jeopardized by the Buyer's inability to pay, Klein Tools is entitled to refuse performance in accordance with the statutory provisions and - if necessary, after setting a deadline - to withdraw from the Agreement (§ 321 BGB). In the case of an Agreement for the manufacture of non-fungible goods (customized Goods), Klein Tools may declare its withdrawal immediately; the statutory provisions on the disposability of setting a deadline remain unaffected.
7. In the case of customized Goods (special designs) or variants thereof, Klein Tools shall in principle have the right to demand payment in advance of the agreed purchase price, payable no later than 3 weeks before the start of production.
8. Buyer shall make all payments by wire transfer or ACH or cheque and in the currency agreed between the parties or, in the absence of an agreement, in Euro.

§ 6 Retention of title

1. Klein Tools retains title to all Goods until the agreed purchase price has been paid in full.
2. The Goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer shall notify Klein Tools immediately in writing if an application for the opening of insolvency proceedings is filed or if the Goods belonging to Klein Tools are seized by third parties (e.g. by way of attachment).
3. In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, Klein Tools shall be entitled to withdraw from the Agreement in accordance with the statutory provisions and/or to demand the return of the Goods on the grounds of the retention of title. The demand for the return of the Goods does not include the declaration of termination at the same time; Klein Tools is rather entitled to demand only the return of the Goods and to reserve the right to terminate the Agreement. If the Buyer fails to pay the purchase price due, Klein Tools may only assert these rights if Klein Tools has previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.
4. The Buyer is authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business until revoked in accordance with c. below. In this case, the following provisions shall apply in addition.
   
   1. The Buyer hereby assigns to Klein Tools by way of security any claims against third parties arising from the resale of the Goods or the products using the Goods in total or in the amount of any co-ownership share pursuant to the preceding paragraph. Klein Tools accepts the assignment. The obligations of the Buyer stated in § 6 Para. 2 of this GTC shall also apply in consideration of the assigned claims.
   2. The Buyer remains authorised to collect the claim in addition to Klein Tools. Klein Tools undertakes not to collect the claim as long as the Buyer fulfils its payment obligations to Klein Tools, there is no deficiency in its ability to pay and Klein Tools does not assert the retention of title by exercising a right in accordance with § 6 Para. 3 of this GTC If this is the case, however, Klein Tools may demand that the Buyer informs Klein Tools of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, Klein Tools is also entitled to revoke the Buyer's authorisation to resell and process the goods subject to retention of title.
   3. If the realisable value of the securities exceeds the claims by Klein Tools by more than 10%, Klein Tools shall release securities of its choice at the Buyer's request.

§ 7 Warranty claims of the Buyer

1. The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed Goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective Goods have been further processed by the Buyer or another entrepreneur, e.g. by installation in another product.
2. The basis of the liability for defects is above all the agreement reached on the quality of the Goods. All product descriptions and manufacturer's specifications which are the subject of the individual agreement or which were made public by Klein Tools (in particular in catalogues or on the company website on the Internet) at the time the Agreement was concluded shall be deemed to be an agreement on the quality of the Goods.
3. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB). No liability is accepted for public statements made by the manufacturer or other third parties (e.g. advertising statements) to which the Buyer has not drawn Klein Tools' attention as being decisive for his purchase.
4. Klein Tools is generally not liable for defects which the Buyer is aware of or is grossly negligent in not being aware of at the time of conclusion of the Agreement (§ 442 BGB). Furthermore, the Buyer's claims for defects presuppose that he has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). In the case of Goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect is discovered during delivery, inspection or at any later time, Klein Tools must be notified immediately in writing. In any case, obvious defects must be reported in writing or in advance in text form within 2 (two) working days of delivery and defects not recognisable during the inspection within the same period from discovery. If the Buyer fails to properly inspect the goods and/or report defects, Klein Tools shall not be liable for the defect not reported or not reported on time or not reported properly in accordance with the statutory provisions.
5. If the delivered Good is defective, Klein Tools may choose whether to provide subsequent fulfilment by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The right to refuse subsequent fulfilment under the legal requirements remains unaffected.
6. Klein Tools shall be entitled to make the subsequent fulfilment owed dependent on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.
7. The Buyer shall give Klein Tools the necessary and reasonable time and opportunity for the subsequent fulfilment owed, in particular to hand over the rejected Goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective Good to Klein Tools in accordance with the statutory provisions. The subsequent fulfilment includes neither the removal of the defective Good nor the re-installation if Klein Tools was not originally obliged to install it.
8. Klein Tools shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular shipping and transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, Klein Tools may demand compensation from the Buyer for the costs arising from the unjustified request to remedy the defect (in particular inspection and shipping costs), unless the lack of defectiveness was not recognisable to the Buyer.
9. If the subsequent fulfilment has failed or a reasonable deadline to be set by the Buyer for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase agreement or reduce the purchase price. In the case of an insignificant defect, however, there is no right of termination.
10. Claims of the Buyer for damages or reimbursement of futile expenses shall only exist in accordance with these provisions, even in the case of defects, and are otherwise excluded.

§ 8 Other liability

1. Unless otherwise provided for in these GTC including the following provisions, Klein Tools shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. Klein Tools shall only be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, Klein Tools shall only be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), for
   
   1. for damages resulting from injury to life, limb or health,
   2. for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the parties may regularly rely and trust). In this case, however, Klein Tools' liability shall be limited to compensation for foreseeable, typically occurring damage.
3. The limitations of liability resulting from the above § 8 Para. 2 of this GTC also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault Klein Tools is responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the Goods has been assumed and for claims of the Buyer under the Product Liability Act.
4. The Buyer may only withdraw from or terminate the Agreement due to a breach of duty which does not consist of a defect if Klein Tools is responsible for the breach of duty. A free right of termination of the Buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 9 Statute of limitations

1. Notwithstanding § 438 Para. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one (1) year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. Further special statutory provisions on the limitation period (in particular § 438 Para. 1 No. 1, § 438 Para. 1 No. 2, Para. 3, §§ 444, 445b BGB) shall remain unaffected.
2. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer's claims for damages under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods

§ 10 Force majeure

1. In the event of a delay in delivery due to a force majeure event, Klein Tools shall have such additional time for delivery as is reasonably necessary under the circumstances without the need for a separate agreement. Such events include, but are not limited to: fire, flood, earthquake or other natural disaster, war, acts of terrorism, pandemic or epidemic, confiscation or other governmental action, general shortage of raw materials, restriction of energy consumption, strikes, work stoppages or slowdowns or other industrial unrest, total or partial closure of supplier facilities, action by governmental authorities, including import or export bans or substantial increases in customs duties.
2. Klein Tools shall not be liable for any failure or delay in the performance of any of its obligations if such failure or delay is due to a Force Majeure Event. Klein Tools shall not be liable or responsible to the Buyer, nor shall Klein Tools be deemed to have failed to perform or breached its obligations for any failure or delay if such failure or delay is caused by or results from a Force Majeure Event.

§ 11 Confidentiality

1. All non-public, confidential or proprietary information of Klein Tools, including but not limited to specifications, samples, designs, plans, drawings, documents, data, business transactions, customer lists, prices, discounts or rebates, disclosed to Buyer by Klein Tools, whether disclosed orally or disclosed or made available in written, electronic or other form or media, and whether or not labelled or otherwise identified as "Confidential" in connection with this Agreement, are confidential. They are disclosed for the sole purpose of performing this Agreement and may not be disclosed or copied except with the prior written consent of Klein Tools.
2. § 12 (1) of the GTC shall not apply to information which is generally known, was known to the Buyer at the time of disclosure or which the Buyer has lawfully obtained from a third party on a non-confidential basis.
3. At Klein Tools' request, Buyer shall promptly return all documents and other materials received from Klein Tools (other than properly purchased Goods). Klein Tools shall be entitled to injunctive relief against the Buyer in the event of a breach of this section.

§ 12 Offsetting and assignment

1. Offsetting against counterclaims of the Buyer or the retention of payments due to such claims is only permissible with legally established claims or claims recognized by Klein Tools. Otherwise, the Buyer shall not be entitled to these rights.
2. The Buyer may not assign any of its rights or transfer any of its obligations under the GTC or the Agreement without the prior written consent of Klein Tools. Consent may be given retrospectively in individual cases. Any purported assignment or transfer in violation of this section shall be void. No assignment or transfer shall release the Buyer from its obligations under the GTC or the Agreement.

§ 13 Compliance with laws and guidelines

1. The Buyer shall comply with all applicable laws, rules and regulations. The Buyer shall maintain all licenses, permits, approvals, consents and authorizations required to perform its obligations under the Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under the Agreement or in any resale of the Goods by Buyer. The Buyer assumes all responsibility for shipments of Goods that require an official import license.
2. Klein Tools may cancel the Agreement by giving notice to Buyer at least in text form if a governmental authority imposes anti-dumping or countervailing duties or other penalties on the Goods.
3. The Buyer undertakes to comply with Klein Tools' Code of Conduct, which can be found at www.kleintools.com/code-of-conduct.

§ 14 Shape

1. All notifications within the scope of the contractual relationship must be made in writing and addressed to the parties at their respective registered offices, unless otherwise provided for in these GTC and the Agreement. In particular, all legally relevant declarations and notifications by the Buyer in relation to the Agreement(e.g. setting of deadlines, notification of defects, cancellation or reduction) must be made in writing. Written in the sense of these GTC means in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.
2. However, additions and amendments to these GTC must be made exclusively in writing, including the amendment of this written form clause itself. No ancillary agreements have been made.

§ 15 Choice of law, place of jurisdiction and arbitration agreement

1. German law shall apply to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG). The contractual language is German.
2. The exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship is the registered office of Klein Tools. However, Klein Tools is also entitled in all cases to bring an action at the place of fulfilment 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 regarding exclusive jurisdiction, remain unaffected.
3. All disputes arising in connection with agreements based on these GTC with Buyers whose place of business is not in a member state of the European Union or the European Free Trade Association shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce ("ICC") by one or more arbitrators appointed in accordance with these Rules, without recourse to the ordinary courts of law. Provided, however, that any valid arbitral award rendered in such arbitration proceedings may be enforced by any court having jurisdiction.
4. Arbitration proceedings shall be governed by German law to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The language of the proceedings is German.
5. The arbitration award shall be final and binding on all parties and shall be in lieu of all other remedies and procedures available to the parties, provided that either party may seek injunctive or other interim relief under this Agreement prior to the commencement of or during any such arbitration.
6. The arbitrator may, in his or her discretion, award the prevailing party reasonable attorneys' fees and expenses of the arbitration and award interest at reasonable commercial rates on amounts owed by one party to the other under this Agreement but not paid at the time provided for in this Agreement, shall in no event have the authority to award punitive damages, consequential or indirect damages, damages in excess of what is recoverable under contract law, or damages in excess of what is provided elsewhere in these Terms.

§ 16 Place of fulfilment

The place of fulfilment for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of Klein Tools.

§ 17 Final provisions

1. Should one or more provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of these GTC. The parties undertake to agree and agree on a valid provision to replace the invalid provision that comes closest in form, content and extent to what was intended by the parties in terms of the meaning and economic success of the invalid provision. The same applies in the event of an unintentional loophole. Insofar as the economic result intended by the Agreement concluded by the parties can only be achieved by supplementary agreements, the parties hereby undertake to fulfil this obligation without delay.
2. Provisions of these terms that by their nature should survive their term shall survive the termination or expiration of this Agreement, including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Arbitration.
3. The non-exercise or delayed exercise of rights, powers or privileges arising from these GTC or the Agreement cannot be considered a waiver of these rights, powers or privileges. The single or partial exercise of a right, power or privilege arising from the GTC or the Agreement does not preclude any other or further exercise of the same or the exercise of other rights, powers or privileges.
4. In case of any deviation or discrepancies between the German and the English language version of these GTC, the German language version shall prevail.