General Terms & Conditions

1. benchANT GmbH, Lise-Meitner-Straße 9, 89081 Ulm, Germany ("benchANT"), is a software manufacturing company which offers access to a benchmarking as a service platform, and related cloud evaluation and consulting services, pursuant to this Master Services Agreement for Cloud Evaluation Services ("Agreement").
2. This Agreement consists of this cover sheet, the Order, and the attached General Terms and Conditions ("GTC") and all related attachments.
3. This Agreement is entered into as of the Effective Date set forth in the Order between benchANT and the Customer listed in the Order.
4. For the delivery of additional Services, the Customer may place additional orders by completing order forms substantially in the form of the following Order.
5. Fixed terms of this Agreement are defined in this cover sheet, the Order or the GTC.

GENERAL TERMS AND CONDITIONS

1. Definitions and Interpretation

• Definitions. Capitalized terms used in the Agreement shall have the meaning given to them in the definitions as follows:
  • "Affiliate" means an entity affiliated with the Customer within the meaning of Sections 15 et seq. German Stock Corporation Act (AktG).
  • "Authorized Users" has the meaning as defined in Section 4.2.
  • "BaaS Platform" means the benchmarking as a service platform offered by benchANT, accessible through a web-browser online.
  • "Business Days" means Monday through Friday excluding weekends and public holidays at the registered seat of benchANT.
  • "Confidential Information" has the meaning as defined in Section 12.1.
  • "Deliverables" means benchmark results and any other work results based on or a result of the Services as agreed in the respective Order, in a tangible or intangible form, including, any materials and documentation, inventions, discoveries or other items, the completion of which is a defined portion of the Services.
  • "Discloser" has the meaning as defined in Section 12.1.
  • "Effective Date" means the date when the Agreement enters into effect as specified in the Order, or if not specified in the Order, the date on which both Parties have signed the Agreement.
  • "Fundamental Obligation" has the meaning as defined in Section 11.4.
  • "Force Majeure" means the occurrence of an event which is at the same time beyond the reasonable control of either Party, unforeseeable and (cumulatively) irresistible. Subject to these conditions are all met, such event may include an act of God, fire, flood, explosion, earthquake, global pandemics, war, insurrection or riot.
  • "Internal Purposes" means the use of the Deliverables and the BaaS Platform where the Customer or Customer's Affiliate is the primary beneficiary, as further defined in an Order.
  • "Order" has the meaning as defined in Section 2.1.
  • "Permitted Contractors" means third-party contractors of Customer that are not competitors of benchANT.
  • "Recipient" has the meaning as defined in Section 12.1.
  • "Self Service" has the meaning as defined in Section 4.5.
  • "Services" means cloud evaluation and consulting services performed by benchANT related to the BaaS Platform as further specified in the respective Order.
  • "Third Party Data" has the meaning as defined in Section 9.5.
  • "Third Party Services" has the meaning as defined in Section 9.5.
  • "Withholding Tax" has the meaning as defined in Section 14.4.
• Interpretation. References to “include” and “including” means including without limiting the generality of any description preceding such term. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof. Certain clauses in this Agreement may prohibit a Party from doing a specific act or thing. In such case, such Party shall not aid, abet, or encourage a third party to do such act or thing that such Party could not do itself. Wherever the term “in writing” is used in this Agreement, this shall always include text form, except as explicitly provided otherwise.

2. Subject Matter

• benchANT offers its Services and the BaaS Platform to the Customer under the terms and conditions of these GTC. The Customer may purchase Services through:
• a written order form signed by both Parties with reference to this Agreement, which specifies from the Customer, the Services requested under this Agreement; or
• a unilateral purchase order from the Customer, provided that such purchase order contains the level of detail necessary for the Parties to identify the specific Services, quantities, and prices and benchANT accepts the purchase order (in either case, an "Order").
• In addition, any Affiliate in which the Customer has the legal or practicable ability to procure compliance with the terms and conditions of the Agreement may purchase Services by an Order.- By entering into the Agreement, Customer confirms being an entrepreneur in the meaning of Sec. 14 German Civil Code.

3. Rights and Obligations of the Customer

• Customer shall promote the success of the Services in every phase by active and appropriate acts of cooperation. Customer shall provide benchANT with the information, documents and data, computer programs and other means necessary for the proper execution of the Services and, to the extent necessary, allow benchANT’s employees access to its business premises and computers during its business hours to the extent necessary for the fulfillment of the purposes of the Agreement.
• If the Customer fails to fulfill its obligations to cooperate and benchANT is thus unable to complete the Services or parts thereof within the agreed time, the time period for delivery specified for the Services shall be extended accordingly.
• The Customer retains exclusive ownership of all rights, title, and interest in and to all material provided to benchANT by or on behalf of Customer.
• If performance of Services is delayed due to the Customer’s failure to provide required access or personnel availability or canceled with less than five (5) Business Days prior to provision after they have been ordered by the Customer, the Customer shall pay benchANT at the rate set forth in the applicable Order for each day for each person assigned by benchANT to provide the applicable Services if the benchANT resources cannot be redeployed by benchANT using reasonable efforts. In addition, the Customer agrees to reimburse any travel expenses which have been incurred and are non-cancelable, non-refundable, or non-creditable.
• benchANT may, for the duration of the Agreement and thereafter, use the Customer's company name and logo as a reference in verbal and electronic form in marketing activities, brochures, advertising materials, press reports, and in particular as part of benchANT's website. Customer may revoke this permission at any time. Upon benchANT's request, the Customer shall provide a digital copy of its logo or trademark for the purpose of naming the customer as a reference. benchANT undertakes to use the logos and trademarks provided exclusively for the purpose of naming the Customer as a reference and not to redesign or edit the logos and/or trademarks unless this is necessary for the proper presentation of the logos and/or trademarks.

4. License for, Registration for and Use of the BaaS Platform

• benchANT grants the Customer for the term of Agreement a non-exclusive, worldwide, non-transferable, non-assignable and non-sublicensable right to use the BaaS Platform and access Deliverables provided through the BaaS Platform solely for Customer’s Internal Purposes.
• Subject to the terms and conditions of this Agreement, Customer may permit its employees and Permitted Contractors (together, "Authorized Users") to use the BaaS Platform for Customer’s Internal Purposes and benefit in accordance with Section 4.1. Customer agrees to keep confidential the login names and passwords required for the use of the BaaS Platform, to keep them in a safe place, and to protect them against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to do the same. Customer is fully liable for the breach of this Agreement by, and the acts and omissions of, Authorized Users (including any usage charges or overage charges) under this Agreement.
• Customer can register for an account to access the BaaS Platform via the website https://benchant.com/. Registration requires the Customer to provide a valid email address, information about its organization and to setup a strong password.
• The Customer is required to provide truthful information both during registration as well as in the context of using the BaaS Platform. The Customer is solely responsible for the completeness and accuracy of the information provided. Customer agrees that any content submitted to the BaaS Platform does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights.
• To the extent ordered by the Customer, Customer can use the BaaS Platform to setup and perform benchmarks of agreed Third-Party Services on its own ("Self Service"). Customer is solely responsible for benchmarks and related results conducted through the BaaS Platform as a Self Service.
• benchANT may update and further develop the BaaS Platform at any time and, in particular, adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, benchANT will give due consideration to the legitimate interests of the Customer and inform the Customer of any necessary updates in a timely manner.
• Customer agrees not to engage in any of the following prohibited activities:
  • copying, distributing, or disclosing any part of the BaaS Platform in any medium, including without limitation by any automated or non-automated "scraping";
  • using any automated system, including without limitation "robots", "spiders", "offline readers", to access the BaaS Platform in a manner that sends more request messages to the servers hosting the BaaS Platform than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
  • attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the BaaS Platform;
  • taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  • uploading invalid data, viruses, worms, or other software agents through the BaaS Platform;
  • interfering with the proper working of the BaaS Platform;
  • accessing any content on the BaaS Platform through any technology or means other than those provided or authorized by the BaaS Platform; or
  • bypassing the measures benchANT may use to prevent or restrict access to the BaaS Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the BaaS Platform or the content therein.

5. License for Deliverables

• benchANT grants the Customer a perpetual, non-exclusive, worldwide, non-transferable, non-assignable and non-sublicensable right to use Deliverables solely for Customer’s Internal Purposes. Deliverables may be published by the Customer only with prior consent of benchANT. The Customer is obligated to explicitly mention benchANT as the source of the publication.

6. Ownership and Usage Information

• Ownership. The Customer acknowledges that benchANT or its third-party licensors, as the case may be, will retain exclusive ownership of all rights, title, and interest in and to the Deliverables and the BaaS Platform. Customer acknowledges that its use of the Deliverables and BaaS Platform will not vest in Customer any right, title, or interest in or to the Deliverables and the BaaS Platform other than the limited license rights granted under this Agreement and any Order, and all intellectual property rights arising from such uses will be owned by benchANT or its respective licensors.
• Usage Information and License Customer Data. benchANT may collect and use information provided by Customer in course of the performance of an Order or by using the Services and the BaaS Platform (database configuration, cloud configuration, workload configuration). The Customer hereby consents to benchANT collecting and using such information
  • to improve and develop benchANT's Services and the BaaS Platform, and
  • in benchANT's marketing efforts to describe how and to what extent benchANT's customers generally use the Services and the BaaS Platform and the information derived therefrom, whereby Customer information will be used only in an anonymized form.

7. Use of Services by Affiliates and Permitted Contractors.

• Affiliates and Permitted Contractors may also use the Services and the BaaS Platform, provided that
  • such use is only for the benefit of Customers’ or such Affiliates’ Internal Purposes, and
  • the Customer agrees to remain responsible for each such Affiliates’ and Permitted Contractors' compliance with the terms and conditions of this Agreement. The use of the Services and the BaaS Platform by the Affiliates and Permitted Contractors in the aggregate must be within the licenses granted.

8. Subcontractors

• benchANT may delegate the agreed Services to subcontractors including freelancers. Upon request, benchANT will inform the Customer thereof in writing, giving the name and the exact address of the subcontractor in question. benchANT shall inform the Customer of the involvement of new subcontractors or changes to existing subcontractors at least 7 days prior to the involvement or change. The Customer may only object to the involvement of or changes to subcontractors in the event of justified interests. In the case of justified interests to object, benchANT may terminate all affected Orders and this Agreement in writing with effect for the planned engagement of the subcontractor. In this case, the Customer shall receive a refund of all pre-paid payments.
• benchANT is liable to the Customer for subcontractors’ conduct as if they were benchANT's own employees. This applies even if benchANT is not in a position to carry out an inspection and supervise the subcontractor.

9. Warranties

• Mutual Representations and Warranties. Each Party represents and warrants that its execution, delivery, and performance of this Agreement and any and all Orders hereunder
  • have been duly authorized by requisite corporate action on the part of the Party; and
  • will not constitute a violation of any applicable laws, judgments, orders or decrees.
• Each Party represents and warrants that, in its performance under this Agreement, it has not, and will not at any time, directly or indirectly (through an Affiliate, Permitted Contractor or other third party), pay, offer, give, or promise to pay or give, or authorize the payment of, any monies or any other thing of value to influence the improper performance of any individual government officials or employees of state-owned enterprises. Each Party will promptly inform the other in writing upon becoming aware of any violation of applicable laws in connection with this Agreement.
• Non-Infringement Warranty. benchANT ensures that the Services do not infringe the intellectual property rights of a third party. Customer’s sole remedies for breach of this clause are set forth in Section 10.
• Services Warranty. Services are of professional quality, conform to generally accepted industry standards and practices, and are performed in accordance with the applicable Order.
• Third-Party Data. Deliverables might be based on an automated collection and analysis of information with respect to the agreed third-party cloud platform or information technology services ("Third-Party Services"). To provide the Services, in particular to evaluate and compare the performance and/or specifications of Third-Party Services, publicly available information, such as pricing data and/or specifications of the respective Third-Party Services, ("Third-Party Data") is gathered and analyzed by benchANT. Third Party Data might not be accurate, up to date, true and/or correct and might be updated, amended, revised, or otherwise changed by a third-party services provider at any time. benchANT has not control over Third-Party Data and does not ensure a certain quality or usability of Third-Party Data. benchANT uses Third-Party Data as available and as is on the date of the performance of the Services.
• Results. The results of the evaluation of the performance of Third-Party Services represent the performance of the respective Third-Party Service for the period of conducting the performance tests. The performance of Third-Party Services may vary daily depending on circumstances not in control of benchANT. Such circumstances include the workload and capacity of the Third-Party Services and the public telecommunication infrastructure in the measured period. The results of benchmarks are thus appropriate to make a reliable statement about the performance of Third-Party Service in the future. Third-party service providers may change the scope and performance of their services at any time.
• Disclaimer. Except as otherwise expressly set forth in this Agreement, benchANT does not make any other warranties.

10. Indemnification of Intellectual Property Rights

• Subject to the limitation on warranty contained in Section 9 and the limitations on liability contained in Section 11 benchANT shall defend and indemnify the Customer from and against any claim asserted against the Customer and its employees, officers, board members, agents, representatives, and officials by a third party based upon an allegation that the Services infringe a patent, copyright, or trademark. The foregoing indemnification obligation of benchANT shall not apply to the extent the infringement claim arises as a result of the Customer’s unauthorized use of the Services or BaaS Platform.
• The foregoing indemnity obligations are conditioned upon the Customer providing to benchANT
  • prompt written notice of any claim (but in any event notice in sufficient time for benchANT to respond without prejudice);
  • the right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and
  • all reasonably necessary cooperation.
• benchANT shall not agree to any settlement that admits fault or attributes liability or otherwise imposes any affirmative obligation of the Customer without first obtaining the Customer’s prior written consent.
• The foregoing provisions shall also apply in favor of Customer’s employees.

11. Liability

• The Customer’s remedies of damages or reimbursement of wasted expenses shall be governed by this Section, irrespective of the legal nature of the remedy or claim.
• benchANT is liable without limitation for any losses arising out of injury to life, limb or health and that are due to any intentional or negligent breach of duty by benchANT, or any intentional or negligent breach of duty of a legal representative or an agent of benchANT.
• For other liability claims, benchANT will be liable without limit only if a guaranteed quality is not present, as well as for damage due to willful intent and gross negligence. including those of its legal representatives and senior employees. benchANT will be liable for the fault of other agents only to the extent of the liability for slight negligence under the following section
• benchANT will be liable for slight negligence only insofar as there is a breach of a duty, the performance of which is of exceptional importance to the achievement of the contractual purpose ("Fundamental Obligation"). On breach of a Fundamental Obligation, liability shall be limited in total to three times the value of the respective Order (i.e., the value of the respective purchase order), but not more than EUR 100,000 per claim and EUR 1,000,000 for all claims arising out of or in connection with this Agreement during the entire term of this Agreement, as well as to losses that can typically be expected to arise in connection with the Services.
• The liability for data loss is limited to the typical expense of recovery that would have occurred had back-up copies been made regularly and which is commensurate with the hazards.

12. Confidential Information

• "Confidential Information" all information that is received by a Party ("Recipient") from the disclosing Party ("Discloser") whether technical or commercial, tangible, or intangible and in whatever form or medium (including all specifications, drawings, and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the Parties), where the information is
  • in written, recorded, graphical or other tangible form and is marked "Confidential" or "Trade Secret" or bears a similar designation;
  • is in oral form and identified by the Discloser as "Confidential" or "Trade Secret" or bears a similar designation at the time of disclosure, with subsequent confirmation in writing within thirty (30) days of such disclosure; or
  • is received under circumstances that should reasonably be interpreted as imposing an obligation of confidentiality or ought reasonably to be considered confidential given the nature of the information.
• The Recipient shall
  • have the right to disclose the Confidential Information only to its employees, consultants and Affiliates having a need to know and who have agreed in writing to be bound to confidentiality terms substantially similar to those contained herein;
  • use at least as great a standard of care in protecting the Discloser’s Confidential Information as it uses to protect its own information of like character, but in any event not less than a reasonable degree of care;
  • use such Confidential Information only in connection with its rights and/or obligations under this Agreement; and
  • at the Discloser’s option return or destroy any or all Confidential Information upon the Discloser’s demand.
  • Confidential Information will remain confidential for a period of three (3) years from disclosure. No time limit will apply to Confidential Information marked or otherwise identified as or deemed to be a "Trade Secret". Any Deliverables provided by benchANT (or its agents), performance information relating to the Services, and the terms of this Agreement will be deemed "Trade Secrets" of the licensor without any marking or further designation.
• The Recipient’s nondisclosure obligation does not apply to information that
  • was rightfully in its possession or known to it prior to receipt of the Confidential Information;
  • is or has become public knowledge through no fault of the Recipient;
  • is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation;
  • is independently developed by employees of the Recipient who had no access to such information; or
  • the Recipient is forced to disclose pursuant to a regulation, law, or court order (but only to the minimum extent required to comply with such regulation, law, or order and with advance notice to the Discloser) or that the Recipient was permitted to disclose by regulation or law as an exception.

13. Data Protection

The Parties agree to the extent this is necessary, to take all measures required to comply with the applicable data protection laws, including the European General Data Protection Regulation (Regulation 2016/679 - "GDPR"), in particular, to enter into a GDPR compliant data processing agreement.

14. Invoice and Payment

• Invoicing. Unless otherwise agreed in an executed Order, benchANT will invoice the Customer for all Services and related costs, monthly in arrears.
• Payment. The Customer agrees to pay benchANT the fees indicated in each Order.
• All prices are understood as such excluding sales tax. If benchANT is required to pay sales tax (including any interest that may accrue) or any similar tax on the provision of the Service referenced herein, the applicable compensation shall be increased by the amount necessary to provide benchANT with a net amount equal to the amount it would have received if sales tax had not been applicable. benchANT shall issue an invoice to the Customer in accordance with applicable law for such increase.
• Any amount payable under this Agreement shall be paid without deduction, withholding or other consideration of any withholding taxes imposed or levied by any governmental authority ("Withholding Tax"), unless such deduction, withholding or other consideration is required by law. If the Customer is required by law to withhold and pay Withholding Tax on any amount payable to benchANT with respect to this Agreement, the Customer shall make all payments required in connection with such withholding in a timely manner and in the minimum amount required by law and/or administrative regulation, file with the taxing authorities, document and provide benchANT with evidence of such withholding by submitting the original tax receipt. In this case, the remuneration to be paid by the customer shall be increased by an amount necessary for benchANT to receive a net amount equal to the amount it would have received if the tax deduction had not been made. The Customer and benchANT will take reasonable steps to obtain a refund of the Withholding Tax from the applicable taxing authority. If benchANT ultimately receives a tax refund claim or tax credit, benchANT will refund to the Customer an amount that benchANT calculates to be equal to the tax refund or tax credit received. The Customer shall indemnify benchANT against all costs and expenses incurred as a result of applying for a refund of the Withholding Tax.
• Any claim by Customer under Section 14 shall have a prescriptive term ending of six (6) months after the end of term during which the underlying tax including any Withholding Tax can be assessed, or an assessment of such underlying tax can be altered, in compliance with the law.
• All payments are generally non-refundable (except as expressly stated in this Agreement) and must be made within thirty (30) days of receipt of the invoice for the applicable Order, unless otherwise specified in the Order. Late payments shall be subject to a service charge of eight (8) percent per annum of the amount due, without prejudice to benchANT's other claims. This fee will only not be due if otherwise stated in the Order and expressly accepted by benchANT

15. Term and Termination

• This Agreement is effective as of the Effective Date and will remain in effect upon full performance of the Services and until expiration of any outstanding Order.
• The termination of convenience is excluded. The Parties have the right of termination for cause as outlined in the following.
• BenchANT may terminate this Agreement and/or any consecutive Order, effective immediately upon written notice to the Customer, if Customer fails to make any payments due hereunder within fifteen (15) days of the due date.
• Either Party may terminate this Agreement and/or any consecutive Order in force hereunder, by written notice, effective immediately,
  • in the event the other Party is in material breach of this Agreement or any applicable Order, which breach is incapable of cure or though capable of cure, remains uncured for thirty (30) days after receipt of written notice of default;
  • upon the other Party’s voluntary filing or having filed against it a petition under applicable bankruptcy or insolvency laws which such Party fails to have released within thirty (30) days after filing, suspension of business, assignment of assets for the benefit of creditors, or voluntary dissolution of the other Party’s assets;
  • in the event the other Party ceases operation without a successor;
  • materially violates the other Party’s intellectual property rights, or for any other mandatory statutory right to terminate for cause; or
  • as otherwise expressly set forth in this Agreement.
• The Parties acknowledge that a violation of the confidentiality obligations under this Agreement will be deemed to be a material breach of this Agreement.
• In addition to any and all other suspension rights set forth in the Agreement, benchANT may suspend Customer’s rights under this Agreement, including access to the BaaS Platform or suspend performance of the Services, with immediate effect upon written or electronic notice to the Customer if Customer is in breach of the Agreement, provided however, that if such breach is subject to the cure period stated above, such suspension will be effective as of the end of the cure period if the breach is not cured.
• Upon termination of this Agreement for any reason:
  • each Party will, at the other Party’s option and written instruction, return to other Party or destroy or permanently delete all Confidential Information of the other Party;
  • Partner’s rights with respect to the BaaS Platform, and each Party’s rights and licenses to the marks of the other Party will immediately terminate;
  • any such termination will not relieve Partner’s obligation to make payments which have accrued or are due as of the effective date of termination.
• Termination of this Agreement or any Order will not automatically terminate any other agreement or order unless the terminating Party is entitled to terminate such other agreement or order and includes such other agreements or orders in its termination notice to the other Party.
• In the event this Agreement is terminated but an Order is still outstanding or already performed, this Agreement will continue to apply to the outstanding or performed Order until such Order expires or is terminated in accordance with this Agreement. Any provision that by the very nature of which should survive will survive any termination or expiration of this Agreement, respectively an Order.
• The provisions set forth in this Section, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement:
  • Sections 5 (License for Deliverables),
  • Sections 6 (Ownership and Usage Information),
  • Section 10 (Indemnification of Intellectual Property Rights),
  • Section 11 (Liability),
  • Section 12 (Confidential Information), and
  • Section 14 (Invoice and Payment).

16. Force Majeure

• The affected party shall not be deemed to be in default of its obligations under the Agreement, to the extent that
  • such default is caused by an event of Force Majeure, and
  • the affected party complies with the provisions of Section 12.
  • In case a Force Majeure event causes or may cause a delay in the performance by benchANT or by Customer of its obligations under the Agreement, such party shall
  • notify the other party in writing of such Force Majeure event immediately after becoming aware of, and
  • describe the event causing the Force Majeure in reasonable detail, and
  • provide an evaluation of the obligations affected, and
  • indicate the probable duration and extent of such Force Majeure event, and
  • notify the other party of the measures that will be taken to remedy or mitigate the consequences of such Force Majeure event, and
  • upon cessation of the event causing the Force Majeure event, notify the other party in writing of such cessation.
  • Notwithstanding the occurrence of a Force Majeure event, the party whose obligations are affected shall make every effort to mitigate the effects of the Force Majeure event.
  • In the event that the Force Majeure event lasts or is anticipated to last more than ninety (90) days, benchANT shall be entitled to terminate the Agreement, without incurring any liability whatsoever.

17. General

• Assignment. Unless otherwise stipulated in the Agreement, neither Party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, benchANT may assign the Agreement in its entirety (including all Orders), without consent of Customer, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
• Governing Law. This Agreement and all matters arising out of or in connection with it are governed by the substantive laws of Germany without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the international purchase of goods.
• Place of Jurisdiction. Ulm, Germany, is agreed as the legal venue for all and any disputes that arise in connection with the handling of this contractual relationship.
• Deviating Terms and Conditions. Insofar as the Customer likewise employs general terms and conditions and to the extent such general terms and conditions shall apply notwithstanding their express exclusion contained in this Agreement, an agreement will come into effect, even without any express agreement on the incorporation of general terms and conditions. So far as the various general terms and conditions coincide in tenor, this Agreement shall be deemed agreed. The conflicting, individual provisions will be substituted by the provisions of dispositive law. The same shall apply in the event of the Customer’s terms and conditions of business containing arrangements that are not included as part of this Agreement. Should this Agreement contain provisions that are not contained in the Customer’s terms and conditions of business, this Agreement shall apply.
• Order of Precedence. In the event of a conflict between the terms of an Order, the attachments to this Agreement, and the GTC, the following descending order of precedence shall apply:
  • any Order signed by both Parties take precedence over,
  • any attachments to the Agreement take precedence over,
  • the GTC.
• Changes to this GTC. Any modifications to this GTC shall be communicated to the Customer in text form no later than two (2) months before the proposed date of their entry into force. Future modifications shall be limited to such modifications that are necessary to be in compliance with the requirements of applicable law or that do not affect the main performance obligations under the Agreement. The Customer may terminate the Agreement and/or any related Orders within the period of two (2) months if it does not agree with the proposed changes. The termination shall be effective to the end of the respective term of the Agreement and/or any Order. In case of termination, the terms of this GTC remain unchanged. benchANT must inform the Customer on the consequences of its silence on the intended modifications in the context of the communication of the intended changes to the GTC.

Last update: 2023/09/21

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