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  1. These Terms and Conditions of Purchase (in short: Terms and Conditions) govern the legal relationship between us, Kraken Innovations GmbH, as purchaser / customer on the one hand and our suppliers as contractors on the other hand and apply to any form of order placement (e.g. purchase contract, contract for work and labour, contract for work and materials).
  2. Our orders and purchases (hereinafter only orders) are made exclusively on the basis of these terms and conditions. These Terms and Conditions also apply to all future business relations, even if they are not expressly referred to again before each individual business transaction. Deviations from these terms and conditions are only be effective if they are confirmed by us in writing.
  3. If the delivery of goods or the provision of services by the supplier is carried out by a sub-supplier or third party, the supplier is obliged to indemnify and hold us harmless for compliance with these Terms and Conditions of Purchase by the sub-supplier or third party.
  4. Any terms and conditions of business, sale and delivery of the supplier shall take precedence over these terms and conditions and only bind us if they have been expressly recognised by us in writing in each individual business case. In particular, we are not obliged to object to any terms and conditions used by the supplier that conflict with these terms and conditions. Failure to object or the mere placing of an order on our part in no way implies consent or recognition, even if we are aware of terms and conditions of the supplier that conflict with or deviate from our terms and conditions. Any reference on our part to the supplier’s documents does not imply recognition of the supplier’s conditions or regulations. Acceptance of an order or delivery, including partial deliveries, is always deemed to be acceptance of our Terms and Conditions of Purchase.
  1. Unless expressly communicated otherwise by us in writing, offers from the supplier are binding for at least three months from receipt by us and can be accepted by us within this period.
  2. The preparation of offers submitted to us, including the preparation of drawings and plans as well as the preparation of models, samples or the like are free of charge, irrespective of the preparatory work required.
  3. Our orders are only legally binding if they are made in writing and signed by the company. The written form requirement is also considered to be fulfilled if the order is placed by e-mail or fax. Orders placed verbally or by telephone are only considered to be preliminary orders and only become legally binding when confirmed by us in writing, stating the order number.
  4. Each of our orders must be confirmed in writing by the supplier with a binding delivery date immediately, but at the latest within 3 days (incoming) after receipt, as must any written supplements.
    If this period expires unused, the order is also considered to have been accepted by the supplier as legally binding.
  5. If the order confirmation deviates from our order, the changes to the order must be clearly emphasised. Irrespective of this, we are only bound to the deviations or changes if we have agreed to them in writing before the start of order fulfilment. Silence under no circumstances constitutes consent, nor does acceptance of the order or receipt of the delivery and/or services.
  6. Orders cannot be passed on by the supplier to subcontractors, either in whole or in part, without our express written consent. This excludes the unavoidable procurement of primary material and/or standard and special parts.
  7. No changes or deviations from the order may be made without our express written consent. Deliveries and/or services which are carried out without a written order or with unauthorised deviations from the order will only be reimbursed if we subsequently expressly acknowledge them. At our request, such deliveries and/or services must be cancelled within a reasonable period of time, failing which we may do so at the supplier’s expense.
  8. If the intended use or the more detailed circumstances of the use of the product to be delivered or the service to be rendered are stated in the order, these details become part of the contract. The supplier is liable for ensuring that the goods delivered or services rendered by him are suitable and usable for the stated purpose.
  9. If we provide the supplier with documents (including drawings) of any kind whatsoever, this does not release the supplier from the obligation to check them (in particular for correctness, completeness and clarity), to inform himself and to issue warnings. The supplier has a maximum of 2 weeks to do this. If he does not fulfil his obligations to check the order documents handed over to him, to inform himself and to warn us, or does not do so in good time, he can be held liable for all disadvantages we suffer as a result. Any failure to check the documents submitted, to inform ourselves and to warn us is considered gross negligence.
    Should this appear necessary for the supplier to comprehensively fulfil its duty to provide information, the supplier is obliged to carry out on-site inspections. These are not reimbursed separately.
  10. The supplier is obliged to inform us of any changes to materials, manufacturing processes, supplied parts, etc. in good time. We expressly reserve the right to approve such changes. At our request, the supplier must provide written proof of the equivalence of the substances, materials or processes used as substitutes at his own expense.
    Unauthorised changes are expressly prohibited. If it is nevertheless carried out, the supplier is liable for all resulting disadvantages to an unlimited extent. Furthermore, the supplier undertakes to pay us a penalty of 10% of the order amount in each proven case of unauthorised modification. This penalty serves as a contractual penalty for the breach of contract itself and is due to us regardless of whether the unauthorised modification made by the supplier actually results in a defect in the delivered product and/or the service rendered or whether consequential damage occurs or whether the modified material, supplied part, manufacturing process, etc. is equivalent. Furthermore, we reserve the right not to accept the delivery and/or service in the event of unauthorised changes by the supplier and to withdraw from the contract without the supplier being able to assert any claims against us as a result.
  11. The adjustment or cancellation of a contract by the supplier due to error (including calculation error) is excluded. The supplier waives the right to rescission due to a reduction by more than half.
  12. We are entitled at any time to commission the Supplier – in connection with an existing order – to provide additional services (i.e. services that are not included in the scope of services already ordered or that go beyond the scope of services already ordered). If we require the provision of such additional services, we have the right to request the supplier to submit a supplementary offer for the additional services requested by us. The supplier is obliged to base its supplementary offer on the same prices or calculation bases as for the existing order
    The prerequisite for the commencement of the execution of the additional services offered by the supplier is in any case the existence of our written and company-signed order. Execution may not commence without our express written consent and the supplier is not entitled to any compensation from us.
    If the additional services commissioned by us do not exceed the scope of the existing order by more than 10%, the supplier is not entitled to unilaterally extend or exceed the dates and deadlines agreed in connection with the existing order.
  1. The dates and deadlines stated in our orders are binding and must be complied with in any case, whereby the goods must be received at the specified place of fulfilment on the delivery date or within the delivery period according to the order. Partial deliveries are not permitted and do not result in a claim for payment unless they are expressly requested or accepted by us in writing. We only accept deliveries during our business hours.
  2. The supplier undertakes to provide the services ordered by us by the dates specified by us or within the agreed deadlines. Furthermore, the supplier undertakes to always have sufficient capacities of the necessary means of production available so that even in the event of an unforeseen event, such as an interruption of operations, production or delivery, it is ensured that the deadlines and periods specified by us cannot be exceeded as a result.
    The supplier is responsible for all additional costs for any accelerated transport required to meet a delivery date.
  3. Deliveries must be dispatched in such a way that they are available at the place of fulfilment on time. If a delay is foreseeable for the supplier, he must inform us immediately, stating the reasons for the impending delay and its expected duration. This applies regardless of whether all or part of the delivery is affected. The notification does not result in an exemption from the following legal consequences, in particular the contractual penalty.
  4. Deliveries and/or services deviating from the order (however small or minor the deviations may be) or defective deliveries and/or services are considered late in any case, even if they were provided within the agreed deadlines.
  5. In the event of default, we are entitled to withdraw from the contract immediately or to continue to demand fulfilment after setting a grace period. If a fixed date has been agreed, the contract is terminated when the deadline is exceeded, unless we request fulfilment of the contract within 10 days. In any case, the supplier is obliged to compensate us for all damages (of any kind whatsoever) incurred as a result or in connection therewith.
    If the supplier is in default, we are also entitled to procure a replacement for the services or products outstanding due to the default in order to maintain our production or fulfil our performance obligations to our customers. The additional costs incurred by us as a result are borne by the supplier. Insofar as we have procured a replacement, we are no longer obliged to accept the delivery and/or service and to pay the supplier, even in the event of delays for which the supplier is not responsible.
  6. In the event of default, we shall be entitled to demand a penalty of 5% of the total net order value for each calendar week or part thereof that the deadline is exceeded, up to a maximum of 10% of the total net order value. We reserve the right to assert further claims for damages, irrespective of whether the supplier has announced the delay.
    This also applies if only a partial delivery and/or service is delayed, even in the event that the delayed partial delivery and/or service was accepted by us without reservation.
  7. Notwithstanding the provision in point 6, the supplier is obliged to compensate us for all disadvantages and negative consequences resulting from a delay, in particular frustrated expenses and additional financial burdens.
  8. Deliveries or services may only be provided before the agreed date with our express written consent. In the event of non-compliance, we are free to return the premature delivery at the supplier’s expense and risk or to store it with third parties at the supplier’s expense and risk until the due date and to defer payment of the invoice until the agreed date.
    If partial deliveries and/or services are expressly excluded, the payment period for all partial deliveries and/or services begins only with the complete delivery of the order or provision of services to us or to the place of fulfilment specified by us.
  9. For important reasons, we are entitled to request the supplier to interrupt the execution of the delivery or service and to postpone or change deadlines. The Supplier is not entitled to any remuneration or compensation in this respect.
  1. Delivery and dispatch are always free of all charges at the expense and risk of the supplier to the place of fulfilment specified by us. Cash on delivery consignments will not be accepted.
    A dispatch note must be sent to us immediately for each delivery.
  2. All deliveries must be packaged by the supplier in such a way that they cannot be damaged or impaired in quality during transport or storage.
  3. The supplier must take out transport insurance for the goods and pack them properly and in accordance with regulations. The costs for the transport insurance, which must also include the unloading process, are to be borne by the supplier.
  4. Any shipping instructions issued by us must be strictly adhered to. The packaging must be carried out at the supplier’s expense in such a way that the goods are effectively protected against damage and corrosion during transport and any subsequent short-term storage (i.e. up to a maximum of 60 days after actual delivery). If special packaging is agreed (e.g. seaworthy or long-term packaging), our instructions in this regard must be followed. Damage or costs arising from improper or non-compliant packaging, non-compliance with the shipping instructions or agreed shipping conditions (e.g. additional freight; demurrage; customs duties) are borne exclusively by the supplier. In the absence of shipping instructions or shipping conditions, the most favourable shipping and delivery methods for us must be selected.
  5. All consignments must be accompanied by a delivery note in duplicate with a precise description of the contents (all order and order data provided by us, in particular order and material number). All packages must be labelled on the outside with material numbers and quantities. Deliveries can only be made during our business hours.
  6. In the event of missing or incomplete shipping documents, in particular in the absence of order data to be reported, we reserve the right to refuse acceptance at the expense and risk of the supplier.
  7. Deliveries of duty unpaid goods must be accompanied by the relevant customs documents.
  8. The supplier is responsible for the costs and risk of transport or despatch until complete acceptance or, in the case of services, until acceptance of the same by us. The risk of loss or damage is only transferred to us when the goods are taken over or accepted. This also applies if carriage paid performance has not been expressly agreed. If the purchased goods are a machine which is only assembled at the place of fulfilment by the supplier or a third party commissioned by him, the risk is only transferred to us when the machine has been assembled in accordance with the contract and its perfect function has been established by mutual agreement by means of a test run.
  9. Inspections, tests, visits, acceptance or approval of plans etc. do not constitute an implied acceptance of the service by us.
    The delivery or service is only considered accepted when we have confirmed acceptance in writing.
  10. We reserve the right to return packaging material to the supplier and to demand an appropriate credit note for this. The costs for the return transport have to be borne by the supplier.
  1. The prices stated in our orders are fixed prices.
  2. The prices stated in the Supplier’s offer and the agreed prices stated in our orders include all services necessary for the fulfilment of the contract, in particular all documentation and instruction costs, any licence fees, costs for overtime, packaging (including special packaging), transport and dispatch at the Supplier’s expense and risk to the place of performance, unloading costs, insurance costs and any social benefits, all fees, taxes and duties (with the exception of VAT) and other expenses.
  3. The fixed prices exclude additional claims due to wage or material price increases or similar.
  1. The supplier has to send a auditable invoice to the address stated in the order immediately after the delivery or service has been rendered.
  2. The invoice must specify the goods delivered or services rendered to us and must contain our order numbers, otherwise we are entitled to return these without processing and these invoices are deemed not to have been received by us in case of doubt. A claim for payment by the supplier can therefore not arise.
  3. Unless expressly agreed otherwise, payments will be made within 14 calendar days with a 3% discount or within 30 calendar days net. These payment periods will start on the day of receipt of the auditable and proper invoice (in accordance with point 2), but not before complete acceptance and, if necessary, acceptance of the contractual service.
  4. Payments made by us do not constitute recognition of the delivery or service as being in accordance with the contract.
  5. In the event of a defective or incomplete delivery or service, we are entitled to withhold payment in full until full and proper fulfilment of the contract without, however, losing our rights to payment benefits such as rebates or discounts.
  6. We are entitled to set off all claims (of whatever kind) to which we are entitled against the supplier.
  1. All information, drawings, plans, models, samples etc. provided by us to the supplier contain our know-how, ideas and development work and therefore remain our sole property. We also retain the intellectual property and all material property rights to these drawings, plans, models, samples etc.. Unless expressly agreed otherwise in writing, they must be sent or returned to us immediately after performance of the service or, in the event of non-performance of the service, without special request and at the supplier’s expense. Reductions in value or loss are to be borne by the supplier.
  2. The drawings, plans, models, samples or other products and products (of whatever kind) produced by the supplier according to our special specifications become our sole property – including the intellectual property and all material property rights – and may not be used for other purposes, reproduced or made accessible to third parties without our express written consent. The supplier warrants that the drawings, plans, models, samples or other products and products (of whatever kind) produced by him according to our special specifications are free from any rights of third parties and undertakes to indemnify and hold us harmless in this respect.
  3. Material provided shall remain our property, be labelled as such, stored separately and managed. In the event of damage, reduction in value or loss, the supplier must provide compensation, whereby the supplier must also reimburse expenses and costs incurred by us in connection with preparatory work carried out (pre-treatment or processing of the material passed on to the supplier for processing). Provided material may only be used for orders placed by us. If this material is processed, we become the direct owner of the new or processed item.
    Materials provided must be returned to us with the offers or after the order has been executed without special request. We are also entitled to mark our property accordingly in a suitable manner.
  4. The processing or transformation of the material is carried out exclusively for us. In this respect, we are deemed to be the manufacturer and directly acquire ownership of the new or remodelled items. If this is not possible for legal reasons, it is agreed that we are the owner of the new or remodelled item at all times during processing or remodelling. If the items provided by us are mixed or blended with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title to the other mixed or blended items at the time of mixing or blending. If the mixing or blending is carried out in such a way that the third-party item is to be regarded as the main item, it is agreed that the supplier provides us with proportionate co-ownership.
  5. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from these insurance policies. We hereby accept this assignment. The supplier is obliged to carry out any necessary maintenance and inspection work in good time at his own expense. Any malfunctions must be reported to us immediately. If he fails to do so, he is liable for all further damage resulting from this. If a separate tool hire agreement has been concluded, the provisions set out in the tool hire agreement shall apply.
  1. The orders and all information, documents etc. relating to them are our business secrets and as such must be treated confidentially.
  2. The Supplier expressly and irrevocably undertakes to use the knowledge, documents and other information received from us exclusively for the purposes of the co-operation with us and to keep secret all business and trade secrets of which it becomes aware in connection with or on the basis of the co-operation with us, to maintain secrecy about them and – unless necessary to achieve the purpose of the co-operation – not to record them and not to disclose or disclose them directly or indirectly to anyone, including its own relatives, employees or other third parties who are not obviously in a competitive or rival relationship with us, and/or to use them for itself and/or exploit them in any other way. and/or to use it for themselves and/or to utilise it in any other way.
    If the disclosure of information and documents to third parties is absolutely necessary for the fulfilment of the contract, the supplier must impose the confidentiality obligation on them and indemnify and hold us harmless for the confidentiality.
  3. The confidentiality obligation remains in force even after termination of the business relationship with us or independently of a business relationship after an offer has been requested.
  4. Business and trade secrets are deemed to be all, in particular non-public occurrences, in case of doubt everything that is not already known elsewhere. This also applies, for example, to data and information that is usually regarded as irrelevant. Business and trade secrets also include, among other things, all technical and commercial information; acquired knowledge of basic principles; new developments; all written documents (plans, drawings, correspondence, etc.); photographic material; working methods; work programmes; data on customers; sources of supply and procurement; production equipment and systems, etc., even if these are not or are not designated as ‘confidential’.
  1. The supplier warrants the use of the best, appropriate materials, proper and professional workmanship, appropriate design and faultless assembly and compliance with the state of the art, compliance with all relevant standards (ÖNORM, DIN, European standards) and all relevant technical specifications, even if these have not been expressly agreed.
  2. All services provided by the Supplier must comply with the contract, the intended use, the latest state of the art, the applicable laws, protective regulations and standards as well as the relevant provisions of the respective authorities and professional associations.
  3. We do not waive our warranty claims by taking over the delivery or accepting the service.
  4. Unless otherwise agreed, the warranty period is 2 years. Once the defect has been rectified or a replacement delivery has been made, the warranty period for the entire delivery covered by the order will start anew.
    The warranty period is interrupted by any written notice of defects.
  5. The warranty period for deliveries and services begins at the earliest at the time of complete delivery or service provision to us at the place of fulfilment. Partial deliveries and services (as well as the commissioning or utilisation of partial services by us), even if these have been contractually agreed, will never trigger a deadline. In the case of concealed (hidden) defects, the period only begins to run when the defect comes to light.
  6. If the purchased goods are a machine which is only assembled at the place of fulfilment by the supplier or by a third party commissioned by the supplier, the time limit begins at the earliest with the mutually agreed determination of proper functioning.
  7. The supplier waives the defence of late notification of defects. The application of Section 377 UGB is excluded by mutual agreement.
  8. The supplier assumes warranty in such a way that we are entitled – without prejudice to our other rights – to demand, at our discretion, a replacement delivery, rectification of the defects, a reasonable price reduction or cancellation of the contract. If the supplier does not fulfil his warranty obligation within a reasonable period of time despite being requested to do so or if we consider the case to be urgent (in particular to avoid our own delay or high consequential costs), we are entitled without further ado to remedy the defect ourselves or have it remedied by a third party at the supplier’s expense or, if this is not possible or feasible, to procure a replacement elsewhere. In addition, the supplier has to compensate us for damages, financial disadvantages, expenses, burdens, etc. – of whatever kind – caused by defective performance.
  9. All costs in connection with the fulfilment of the warranty obligation, in particular assembly and disassembly costs, are borne by the supplier without exception. This also applies in the event that the defect was only discovered after further processing or installation – for whatever reason.
  10. In any case, the supplier is liable to us to the extent that we are obliged to provide a warranty to our respective contractual partner or have assumed liability. If longer liability, guarantee or warranty periods are therefore agreed with our respective contractual partner, we will inform the supplier of this and the supplier hereby agrees to an extension of the period in such cases to the extent of the extension in the relationship between us and our respective contractual partner plus 2 additional months.
  11. Should we be held liable by one of our contractual partners for the rectification of defects, this obligation applies to the supplier at our request, provided that the supplier is responsible for the defect.
  12. If claims are asserted against us by one of our contractual partners due to defective performance for which the supplier is responsible, any compensation payment made by us to the respective contractual partner is transferred to us in full and we are entitled to assert recourse against the supplier who is responsible for the defective performance – irrespective of whether we were obliged to pay compensation to the respective contractual partner or whether the payment was made as a gesture of goodwill, in particular to avoid a legal dispute.
  13. The place of fulfilment for the rectification of defects is determined by us.
  14. The supplier bears all costs and ancillary costs incurred in connection with the rectification of defects (e.g. for installation and removal, transport, disposal, travelling and travel time).
  15. If defects are reported within the warranty period, it is assumed that they already existed at the time of delivery or performance. Defects that have occurred within the warranty period can be claimed in court up to 2 years after expiry of the warranty period. This does not affect our right to assert defects by way of defence for an unlimited period of time.
  16. Furthermore, our warranty rights remain valid for at least 24 months after handover of the goods purchased from the supplier to our respective contractual partner.
  17. A restriction of the right of recourse to which we are entitled in accordance with § 933b ABGB is not applicable.
  1. The supplier is liable to us for all damages arising from or in connection with the delivery or service or claims asserted against us, in particular also mere financial losses and loss of profit. In addition, the supplier undertakes to indemnify and hold us harmless in the event of recourse claims, including with regard to legal costs or costs of out-of-court intervention and interest. Individual liability provisions expressly regulated in these terms and conditions and any statutory provisions that may be more favourable to us remain unaffected.
  2. Exclusions and limitations of liability of the supplier, of whatever kind, are null and void vis-à-vis us.
  3. The supplier is obliged to provide us with all information necessary for the defence of such claims in the event that claims are asserted out of court or in court by third parties and to join a lawsuit as an intervening party.
  4. The supplier is obliged to indemnify and hold us harmless if third parties assert claims for compensation against us due to a product defect or deficiency for which the supplier is responsible (even if only in part).
  5. Irrespective of other obligations, the supplier is obliged to indemnify us for all damages with regard to the products delivered by him in accordance with Austrian law – Product Liability Act (German abbreviation: PHG) and to indemnify and hold us harmless against all third-party product liability claims. In any case, the supplier is obliged to reimburse us for all costs incurred by us from the defence against a claim or from a substitute performance. With regard to the products delivered by him, the supplier undertakes to name the respective manufacturer, importer or upstream supplier to us immediately upon request and to provide us immediately with useful documents and evidence, such as in particular manufacturing documents and documents showing production and delivery batches and/or production and delivery dates, in order to defend against product liability claims by third parties. The supplier waives the defence that he himself is not the manufacturer of the product supplied to us, but is exempt from liability as a dealer.
  6. The application of § 2 PHG is excluded for the products delivered to us by the supplier. This means that any damage caused by a defective product of the supplier, including damage to items that are predominantly used in our company, must be compensated. The deductible provision between the supplier and us shall also be deemed waived.
  7. The supplier is obliged to notify us immediately of any product defects discovered after delivery. If the product delivered to us proves to be defective due to new findings (in particular in production and design) so that it can no longer be processed or put into circulation by us, the supplier shall be obliged to take back any stock we still have at the original purchase value.
  8. The supplier is liable for ensuring that its deliveries and services are free of third-party rights (in particular property and security rights), that we are granted unencumbered ownership and that the deliveries and services and their use do not infringe any third-party property or intellectual property rights in Austria or abroad. The supplier indemnifies and holds us harmless in this respect.
  9. The supplier undertakes to maintain adequate insurance cover (minimum insurance sum of € 5,000,000) for all the risks described above and to provide us with suitable evidence (in particular a copy of the policy and confirmation of regular and full premium payment) on request. If proof is not provided, the supplier is in default and we are free to refuse to accept the supplier’s delivery or service until a corresponding confirmation of insurance has been provided or to withdraw from the contract and claim damages or to take out corresponding insurance at the supplier’s expense.
  10. We are only liable to the supplier – with the exception of personal injury – in the event of intent and gross negligence, whereby claims for damages by the supplier are in any case limited to the mere repair of the damage and to the amount of the order sum. Under no circumstances are we liable for other damage of any kind whatsoever, such as damage to goods that are not the subject of the contract, for loss of profit, for consequential damage caused by defects and for damage caused by interruption of production and operational hindrance. The reversal of the burden of proof according to § 1298 ABGB is excluded for all claims for damages that the supplier asserts against us.
    The limitations of liability just mentioned in point 10. apply to the same extent to our vicarious agents and assistants.
  1. All contracts with the supplier can be cancelled prematurely by us at any time without notice for good cause.
  2. Good cause for premature cancellation exists in particular if
    1. an application to open insolvency proceedings against the supplier’s assets is rejected for lack of assets to cover costs or we receive information which is likely to cast doubt on the supplier’s ability or willingness to pay (§ 25b IO remains unaffected by this provision);
    2. there is a change in ownership of the supplier;
    3. the supplier passes on orders (even partially) to third parties without our express written consent;
    4. the supplier makes agreements with third parties which are to our disadvantage or which violate common decency or statutory provisions;
    5. a complete delivery or service is or becomes impossible for reasons for which the supplier is responsible.
  3. If a contract is cancelled by us for good cause, the supplier is obliged in any case to compensate us for all damages (of any kind whatsoever) incurred as a result or in connection therewith.
  1. Unless otherwise agreed, the place of fulfilment for delivery and payment is the registered office of Kraken Innovations GmbH in A-8010 Graz.
  2. The place of jurisdiction for legal disputes concerning the existence or non-existence of a contractual relationship subject to these terms and conditions or for disputes arising from such contractual relationships is exclusively the competent court for A-8010 Graz for actions brought by the supplier and for actions brought by us either the competent court for A-8010 Graz or the general place of jurisdiction of the supplier.
  3. Austrian law applies with the exception of the reference standards. This also applies to the conclusion of the contract.
  1. All deviations from these terms and conditions must be made in writing in order to be valid. This also applies to the waiver of the written form requirement. Verbal collateral agreements are legally invalid.
  2. Should individual provisions of these terms and conditions be invalid or unenforceable in whole or in part, this will not affect the validity of the remaining provisions. In this case, the contracting parties undertake to replace the invalid or unenforceable provision with a valid or enforceable provision that comes closest to the economically intended purpose of the wholly or partially invalid or unenforceable provision within the framework of the entire contract.
  3. In the event that a loophole subsequently arises, the provision that corresponds to what would have been agreed according to the meaning and purpose of the present terms and conditions if the solution to the issues not contractually regulated had been considered from the outset is deemed to have been agreed.
  4. If contractual agreements are made between us and the Supplier outside these Terms and Conditions and these are in conflict with the provisions of these Terms and Conditions, it is agreed that the provisions in the contractual agreements outside the Terms and Conditions shall only take precedence if it has been expressly agreed in writing that the corresponding provisions of these Terms and Conditions are subordinate.
  5. The supplier agrees that we may store the data received from the business relationship in accordance with the Data Protection Act and use it for our own business purposes.


Kraken Innovations GmbH

Version April 2024