General Terms and Conditions of Delivery of H+H SYSTEM GmbH, 5350 Strobl, Austria. As of October 2014.
1.1. These General Terms and Conditions of Delivery shall apply to all legal transactions between H+H SYSTEM GmbH (Companies
Register No. 103856f) and our corporate contractual partners, hereinafter referred to as Ordering Party/Parties.
1.2. These General Terms and Conditions of Delivery shall apply to all offers, orders, contracts, deliveries and other services unless
otherwise agreed by the contractual parties in writing.
1.3. In the event of a permanent business relationship developing, these General Terms and Conditions of Delivery shall also apply
to all orders made by the Ordering Party in future, irrespective of whether explicit reference is made to them in each individual
1.4. Austrian law shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April
1980 (CISG) is explicitly excluded.
2. Conclusion of contract
2.1. Our offers are subject to confirmation, unless otherwise agreed in writing.
2.2. Subject matter of the contract in line with the list below is:
- The offer, these General Terms and Conditions of Delivery, the written order confirmation.
- Side agreements shall only be effective if agreed in writing.
2.3. The contract shall be deemed concluded when we have sent a written order confirmation to the Ordering Party upon receipt of the order.
2.4. Changes and amendments of the contract require our written confirmation to be effective.
3. Plans and documents, logos and graphics
3.1. Any information and details relating to weight, dimensions, volume, load bearing capacity, price, performance and similar included in
catalogues, brochures, circular letters, advertisements, illustrations and price lists, etc. shall only be binding if explicit reference is made to
them in the offer and/or order confirmation.
3.2. Plans, sketches, cost estimates and other technical documents that may also be part of the offer shall remain our intellectual property at all
times, so shall samples, catalogues, brochures, illustrations and similar material. Any use, duplication, reproduction, distribution and
surrender to third parties, publications and presentations may only be made upon our explicit written approval and shall be discontinued if so
requested by us.
3.3. If the Ordering Party provides logos or other graphics to be incorporated in our services, the Ordering Party ensures that it is entitled to use
and exploit all templates, graphics, etc. provided and that they are free from third party rights; otherwise the Ordering Party shall indemnify
and hold us harmless from any claims of third parties.
4. Prices and payment
4.1. Prices are ex works, excluding packaging. Value added tax at the statutory rate will be added to the prices.
4.2. If, by the time of delivery/performance of service, essential cost factors (such as prices of materials, wages and salaries, freight costs) have
been increased, we shall be entitled to adjust the share in the total price accordingly.
4.3. For orders below a net value of goods of EUR 20 we shall charge a small-quantity surcharge of EUR 10 plus statutory VAT.
4.4. Unless otherwise agreed, the prices stated are without packaging; packaging will be customary to prevent damage of the goods
during delivery to the specified destination under standard transport conditions at the expense of the Ordering Party and shall
only be taken back if this is agreed.
There will be no additional corrosion protection of the material beyond the agreed surface protection of the material.
4.5. The invoice will be sent out simultaneously with the dispatch. Invoices will be due within 14 days from the date of invoice without
4.6. Payment by means of money order, cheque, bill of exchange or promissory note shall only be possible upon our explicit written
approval. Any costs and expenses resulting from discounting shall be at the Ordering Party's expense.
The value date for accepted bills of exchange and cheques shall be the day on which we can dispose of the equivalent value. We reserve
the right to return non-discountable bills of exchange to the Ordering Party and demand payment in cash. Discount charges and all costs
related to the redemption of the bill of exchange or cheque shall be borne by the Ordering Party.
4.7. If the payment date is exceeded, we shall charge default interest of 12 % p.a. without having to provide further proof. We reserve the right
to claim any default interest beyond the above.
4.8. In addition to the default interest, the Ordering Party shall also be liable to reimburse all and any dunning, collection and enforcement costs
incurred in taking appropriate legal action.
4.9. The Ordering Party shall only be entitled to withhold payments or offset them against counter claims to the extent its counter
claims have been accepted by us in writing or legally established.
4.10. If payment by instalments has been agreed and the Ordering Party is in default with payment of an instalment in full or for more than
seven days, the remaining amount shall be due for immediate payment, without the need for an additional reminder to declare the
residual amount due.
4.11. If the Ordering Party is in default with an agreed payment or other service, we may either insist on performance of the contract and
withhold the fulfilment of our own obligations until the outstanding payment has been effected or other services have been performed,
claim the default interest specified in item 4.7., or withdraw from the contract by written notice upon provision of an appropriate period of
If we so request, the Ordering Party shall return to the seller any goods which have already been supplied and reimburse the loss in
value of the goods and compensate all justified expenses we incurred to perform the contract.
As far as goods not yet delivered are concerned, we shall be entitled to provide the finished and/or semi-finished components to the
buyer and demand the respective share of the selling price for them.
4.12. If the Ordering Party is in default of payment, and in the event that circumstances become known that justify concerns that payment in
due time is at risk, we shall be entitled to make any further processing of orders subject to payment in advance or to a deposit of security.
4.13. If payment is outstanding for more than one item, any payments received shall be allocated to the oldest unpaid item. We shall be entitled
to allocate payments received that are not clearly dedicated at our choice to outstanding claims.
5. Delivery and default
5.1. The time of delivery shall be agreed by the contractual parties. Observance of the agreed delivery time by us requires that all commercial
and technical issues have been clarified between the contractual parties and that the Ordering Party has fulfilled all its obligations, such as
providing all the necessary official approvals or permits and licenses of authorities or has made an advance and/or down payment. If this is
not the case, the delivery time will be extended accordingly. This shall not apply if the delay is caused by us.
5.2. Observance of the delivery time is subject to the correct and timely supply by our own suppliers.
5.3. The delivery time shall be met if the subject of delivery has left our works by the end of the delivery time or readiness for dispatch
has been reported by that time. To the extent that acceptance is required, the acceptance date, alternatively the reported readiness
for acceptance, shall be decisive – with the exception of justified refusal of acceptance.
5.4. If a date of delivery of a certain calendar week has been agreed, the time of delivery shall be met when the goods are supplied by the end of
that calendar week or – if "ex works" applies – when the readiness for dispatch was reported by then.
5.5. If dispatch and/or acceptance of the delivery are delayed for reasons caused by the Ordering Party, it will be charged the costs resulting from
the delay starting one week after the notification of the readiness for dispatch and/or acceptance.
5.6. If the non-observance of the delivery time is due to force majeure, industrial action or other events that cannot be controlled by us, the time of
delivery shall be extended accordingly. We shall inform the Ordering Party as soon as possible about the beginning and end of such
5.7. If a default in delivery is due to us, the Ordering Party may either demand performance or declare its withdrawal from the contract by
specifying an appropriate period of grace.
5.8. If we failed to use the period of grace granted under item 5.7, the Ordering Party may withdraw from the contract by written notice with regard
to all goods not yet delivered. The same shall apply for goods already delivered that cannot be properly used without the goods still
outstanding. In this case the Ordering Party shall be entitled to reimbursement of payments for the goods not delivered or the goods that
cannot be used.
To the extent the default in delivery is caused by gross negligence on our part, the Ordering Party shall also be entitled to
reimbursement of justified expenses that it incurred by the termination of the contract and that it cannot use otherwise. Goods delivered
but not useable shall be returned to us.
Other claims of the Ordering Party against us for reasons of default are excluded.
5.9. The Ordering Party can withdraw from the contract without granting a period of grace if the entire performance becomes impossible for us
before the transfer of risk. The Ordering Party may also withdraw from the contract if the performance of part of the delivery of an order
becomes impossible and the Ordering Party has a legitimate interest in refusing the partial delivery. If the Ordering Party is able to use the
partial delivery, it shall pay the prorated contractual price for it.
If the impossibility occurs during delayed acceptance on the part of the Ordering Party or if it is solely or largely responsible for the same, the
Ordering Party shall remain liable for the consideration.
6. Transfer of risk
6.1. Unless otherwise agreed, the goods shall be deemed sold "ex works". Risk shall be transferred to the Ordering Party when the delivery item
has left our plant; this shall also apply if partial deliveries are made and we have accepted additional services, such as dispatch costs or
delivery and installation.
If the delivery item is subject to acceptance, the time of acceptance shall be decisive for the transfer of risk. Acceptance shall be performed
forthwith on the date of acceptance, or alternatively after our notification of readiness for acceptance.
The Ordering Party must not refuse acceptance in the event of a minor defect.
6.2. If dispatch is delayed or fails to be made and/or acceptance is delayed or fails to be made for reasons of conditions not attributable to us,
the risk shall be transferred to the buyer as of the day readiness for dispatch and/or acceptance has been notified.
6.3. Advance and partial deliveries shall be permitted to the extent they are reasonable for the Ordering Party.
6.4. If it has been agreed that we shall organise transportation, the risk shall be transferred to the Ordering Party when the goods are handed
over to the carrier. Any transport insurance shall be taken out by the Ordering Party.
6.5. In the event we organise transportation, the following shall be deemed as agreed/approved carriers in particular:
Schenker & Co AG
DACHSER-Austria Gesellschaft m.b.H.
DPD Direct Parcel Distribution Austria GmbH
UPS United Parcel Service of America, Inc.
PHOENIX Arzneiwarengroßhandlung GmbH
gm pharma gmbh
Kwizda Pharmahandel GmbH
DHL Express (Austria) GmbH
7. Reservation of title
7.1. The goods remain our property until payment of all claims has been made in full.
7.2. Acquisition of ownership of the reserved goods by the Ordering Party in the event they are processed to form a new good shall be excluded;
any processing by the Ordering Party shall be to our benefit. The processed good serves only as our security to the value of the goods subject
to reservation of title.
7.3. When the goods are processed together with other items that are not our property, we shall be entitled to prorate co-ownership in relation of
the value of the reserved goods to the other processed goods at the time of processing. The new item resulting from processing shall be
subject to the same provision as reserved goods: it shall be deemed reserved according to our conditions.
7.4. Resale, pledging or transfer by way of security of goods under reservation to third parties is not permitted. If they are still resold and if
we incur damage through that, the Ordering Party shall be liable for the damage.
7.5. The claims of the buyer of the resold goods subject to reservation of title are assigned to us by conclusion of this contract, irrespective of
whether the good subject to reservation of title is sold without or after processing to one or more buyer(s). The Ordering Party shall make a
note of this assignment in its books and outgoing invoices and inform the recipient of the goods accordingly.
The assigned claim serves only as our security to the value of the goods subject to reservation of title. We are entitled to assign claims from
delivery and performance for financing purposes.
7.6. The Ordering Party shall be entitled to recover the claim from the resale despite assignment. Our recovery entitlement shall be unaffected by
We will, however, not recover the claim as long as the Ordering Party properly meets its payment obligations.
The buyer shall inform us of the debtors of the assigned claims, if we so request; he shall further provide any necessary information,
submit the respective documents and notify the debtors of the assignment.
7.7. For the time of the reservation of title, pledging or transfer by way of security shall not be permitted.
7.8. In the event of action by creditors of the Ordering Party, in particular in the event of seizures, the buyer shall notify us immediately by means
of registered letter and submit the seizure record to us, as well as an affidavit stating the identity of the object seized, and bear all costs of
measures taken to remove the action, in particular of enforcement actions and proceedings, if they cannot be secured from the opposing
The Ordering Party shall also bear all costs that become necessary to reacquire the object of the purchase.
7.9. The claim of reservation of title and seizure of the delivery item by us shall not be deemed as withdrawal from the contract.
7.10. The Ordering Party is obliged to keep the purchased object in proper condition during the term of reservation of title at its expense.
The Ordering Party explicitly agrees that persons commissioned by us shall be allowed at any time to enter, either on foot or with a vehicle,
the premises where the objects delivered by us are being stored without being hindered so that they can dismantle and remove these
7.11. Failure to pay goods delivered by us entitles us to recover goods under reservation of title at the expense of the buyer.
8.1. We undertake to correct any defects adversely affecting the serviceability of the goods that are due to errors in design, material or
workmanship in accordance with the provisions set out below. We shall also be responsible for any defects concerning expressly requested
properties. Within the first six months from delivery, the burden of proof regarding the existence of a defect at the time of delivery shall also
be on the Ordering Party.
8.2. Our liability for warranty shall be limited to defects occurring during a period of six months from the time of transfer of risk and/or in the event of
delivery including installation to defects occurring after the assembly has been completed.
8.3. The Ordering Party can only claim warranty rights if it notifies us of the defects in writing within three days of the first possible moment of
detection of the defects.
8.4. In the event of failure to comply with this obligation of notification, all warranty and damage claims of the buyer shall be forfeited.
If we are notified, as described above, we may in our discretion:
a) repair the defective good.
b) have the defective good or defective parts returned to us for repair.
c) replace the defective parts.
d) replace the defective good.
e) reimburse the appropriate reduced value.
8.5. If we have the defective goods or defective parts returned to us for repair or replacement, the Ordering Party shall bear the costs and risks of
transport unless otherwise agreed.
The return of the repaired or replaced goods or parts to the buyer shall be at our cost and risk if the complaint is justified and
unless otherwise agreed.
8.6. The replaced defective goods or parts will be at our disposal.
8.7. We shall only be liable to pay the costs of repair performed by the Ordering Party itself if we have approved such a repair in writing in
8.8. Our duty of warranty is limited to defects occurring under the operating conditions specified and in normal use.
It does not apply to defects caused by standard wear and tear, improper use, improper storage, weather conditions, nonobservance
of our technical instructions for handling and processing, treatment or modification.
8.9. As far as those parts of the goods are concerned that we procured from sub-suppliers specified by the buyer, we shall only be liable to the
extent of the warranty claims we ourselves have against the sub-supplier. If we produce a good on the basis of design details, drawings or
models of the Ordering Party, our liability shall not extend to the correctness of the design but only to compliance of workmanship with the
Ordering Party's instruction. If, in these cases, any protective rights are violated, the Ordering Party shall defend us and hold us harmless.
8.10. As from the beginning of the warranty period, we shall not assume any liability beyond that defined in this item.
9.1. It is explicitly agreed that we shall pay damages to the Ordering Party only in the event of gross negligence. Reversal of the burden of proof
as defined in Sec. 1298 Austrian Civil Code (ABGB) is excluded.
9.2. The purchased object provides only that level of safety that may be expected on the basis of the registration provisions, the operating
instructions, our rules and instructions concerning the handling of the purchased object – in particular with regard to any possible
inspections and other instructions given.
9.3. Our liability shall therefore be excluded, in any case, in the event of slight negligence. In the case of physical injury due to slight negligence on
our part, our liability shall be limited to the sum covered by our third party liability insurance.
9.4. All damage claims against us resulting from defective deliveries and/or services lapse within six months from taking notice of the damage
and the damager. The absolute limitation period for filing damage claims against us is 10 years.
9.5. Subject to other provisions in these General Terms and Conditions, our liability vis-à-vis the buyer for standstill in production, lost profit, loss
of use, contractual losses or any other economic or indirect consequential damage and damage of goods that are not subject to the contract
shall be excluded.
10. Reasons for exemption
10.1. The parties shall be exempt, in whole or in part, from due performance of the contract if their performance is hindered by events of force
majeure. Force majeure events are only those events that cannot be predicted or prevented by the parties and do not fall in their respective
spheres of responsibility. Strikes and industrial action are considered force majeure events. The Ordering Party impeded by the force
majeure event can only invoke force majeure by submitting to us a registered mail statement about the start and expected end of the event,
the cause, the effect to be expected and the term of the delay; this statement must be confirmed by the respective governing authority and/or
economic chamber of the country of delivery and shall be submitted to us forthwith after the beginning of such an event and, in any case,
within five calendar days from its beginning at the latest. In the event of force majeure, the parties shall take every effort to remove and/or
reduce the problems and expected damage and keep the other party updated on these efforts at all times. Otherwise, it shall become liable
for damages vis-à-vis the other party. Dates or deadlines that cannot be met due to force majeure shall be extended by the term of the
consequences of force majeure or – if applicable – by a period of time to be mutually agreed. In a case when force majeure persists for more
than four weeks, the Ordering Party shall work together with us and try to negotiate a means of handling this. Should no mutually acceptable
solution be found, we can withdraw from the contract in whole or in part.
11. Data protection
11.1. We are entitled to save, transmit, edit and delete private data of the Ordering Party in the course of business.
11.2. The parties agree to keep any knowledge acquired during the business relationship strictly confidential and not to disclose it to third parties.
12. Place of jurisdiction, applicable law, place of performance, severability
12.1. Place of jurisdiction for all disputes resulting directly or indirectly from the contract shall be the Austrian court having jurisdiction over
the place of our headquarters in 5350 Strobl, Austria.
12.2. Our headquarters shall be the place of performance for delivery and payment even in cases when another place is agreed for delivery.
12.3. If individual provisions of these Terms and Conditions become ineffective, the remaining general conditions of delivery and payment and
the contract shall remain binding. The ineffective provisions shall be replaced by the appropriate legal provision.
General Terms and Conditions of Purchase of H+H SYSTEM GmbH, 5350 Strobl, Austria. As of October 2014.
1.1. These General Terms and Conditions of Purchase shall apply to all legal transactions, such as sales contracts, contracts for work and/or service
agreements between H+H System GmbH (Companies Register No. 103856f) and our corporate contractual partners, hereinafter referred to as
1.2. In the event of a permanent business relationship developing, these General Terms and Conditions of Purchase shall also apply to all contracts
to be concluded in future, irrespective of whether explicit reference is made to them in each individual case.
1.3. Austrian law shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980
(CISG) is explicitly excluded.
1.4. Place of jurisdiction for all disputes resulting directly or indirectly from the contract shall be the court having jurisdiction over the place of our
headquarters in 5350 Strobl, Austria.
2. Form requirements
2.1. We shall only be bound by our orders, acceptance of orders, statements and similar to the extent they are made in writing (mail, e-mail, telefax)
and bear our signature.
2.2. Telefax and e-mail messages are also deemed to fulfil the written form requirement. The risk of errors in transmission lies with the sender.
2.3. Verbal promises of the Contractor and persons that can be attributed to him are always binding in any case.
2.4. Amendments and modifications of contracts already concluded require the written form in any case.
2.5. If we receive messages from the Contractor outside our business hours, they shall be deemed received from the start of our next business
hours period. Our business hours are:
Mon – Thu 08:00 – 12:00 and 12:30 – 17:00 and Fri 08:00 – 12:00
2.6. The Contractor shall quote our order number in all written documents relating to the contract; otherwise we shall be entitled to put these
documents aside without dealing with them, and in the event of doubt they shall be considered not received by us.
3. Transfer to subcontractors
3.1. Unless approved by us in writing, the Contractor shall not be entitled to transfer his contractual obligations in whole or in parts to subcontractors.
4. Prices, offers, reservation of title
4.1. Offers submitted to us shall be free of charge, unless otherwise agreed in writing.
4.2. Unless otherwise agreed in writing, agreed prices include packaging, delivery free place of destination (including, in particular, loading and
unloading, transport insurance and customs), and are fixed prices that must not be increased for whatever reason.
4.3. We shall not accept any reservation of title. Title in the goods shall pass to us upon delivery as defined in item 5 below.
5. Delivery, packaging, costs, transfer of risk
5.1. Unless otherwise agreed in writing, deliveries and services provided to us shall be made free of all expenses at the cost and risk of the
Contractor to our place of delivery: Weissenbach 325, 5350 Strobl, Austria, at the usual times of acceptance:
Mon – Thu 07:00 – 12:00 and 13:00 – 16:00
and Fri 07:00 – 11:00 on the agreed day.
5.2. The Contractor shall ensure proper packaging.
5.3. Costs shall be borne as defined in item 4.2. of the General Terms and Conditions of Purchase.
5.4. Shipping documents including a precise list of contents shall be enclosed with all deliveries; failure to comply with this requirement shall entitle
us to refuse acceptance.
5.5. The risk will only be transferred upon delivery of the goods as agreed to the place of delivery given in item 5.1. at the receiving times quoted
6. Delay, damages
6.1. Failure to meet the agreed date of delivery or service entitles us to withdraw from the contract without granting any period of grace, irrespective
of the reason for the default.
6.2. If contrary to the provisions of item 5.1. of these General Terms and Conditions of Purchase delivery is made too early, we shall be entitled to
either refuse acceptance of the delivery or accept delivery and, depending on the dimensions and the weight of the delivery, charge storage
costs of EUR 5 per day/m3.
6.3. In the event of default the Contractor shall be liable for all damage resulting from non-performance or incorrect delivery. He shall, in particular,
be liable for any damage caused by the delay in delivery or service that entails costs of replacement for us to meet our liability (subsequent
transaction) as well as for any resultant loss of profit. This liability of the Contractor shall apply in any case, irrespective of the degree of his fault.
6.4. Except for cases where explicitly agreed, partial deliveries do not constitute fulfilment.
6.5. The acceptance of partial deliveries does not constitute subsequent approval of partial deliveries.
7. Directive 2011/65/EU, Regulation (EC) No. 1907/2006, Regulation (EC) No. 1272/2008
7.1. The Contractor is familiar with Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic
equipment, Regulation (EC) No. 1907/2006 concerning the registration, evaluation, authorisation and restriction of chemicals (REACH), and
Regulation (EC) No. 1272/2008 (CLP) on the classification, labelling and packaging of substances and mixtures.
7.2. The Contractor guarantees that the products supplied by him comply with the provisions of Directive 2011/65/EU, Regulation (EC) No.
1907/2006 and Regulation (EC) No. 1272/2008 (CLP).
7.3. If the Contractor violates any of the obligations under Directive 2011/65/EU, Regulation (EC) No. 1907/2006 or Regulation (EC) No. 1272/2008,
we shall be entitled, at any time, to cancel the respective order with immediate effect and refuse acceptance of the respective delivery without
incurring any costs.
7.4. Any damage claims shall remain unaffected by that; cancellation or refusal of acceptance does not constitute a waiver of any damage claims.
8. Origin of goods, preferences, rules for the international movement of goods
8.1. The Contractor agrees to submit a long-term supplier declaration for all articles he supplies to us confirming the goods' preferential status
("goods with EU preferential origin status" or "goods without EU preferential origin status").
The Contractor shall be liable for any damage incurred by us as a result of his non-fulfilment of this obligation or an incorrectly made out
The Contractor agrees to check whether his products are subject to any prohibitions, restrictions and/or approval obligations (e.g. in terms of the
export list, dual-use regulation, US re-export regulations, etc.) in the international movement of goods, and shall mark them where applicable in
his offers, order confirmations and all shipping documents accordingly and beyond any doubt with reasonable statements.
If he fails to comply with this obligation, the Contractor shall be liable for any damage incurred by us as a result of his non-compliance, including
additionally charged foreign import duties, penalties and similar.
9. Prohibition of child labour
9.1. The Contractor agrees to observe the minimum standards specified in the ILO core labour standards, and to oblige his own suppliers to observe
these minimum standards by imposing special contractual obligations upon them. The Contractor agrees, in particular, not to employ children.
The Contractor ensures that his own suppliers do not employ children either. Children are defined as persons under 15 years of age. In
exceptional cases, children may be employed from the age of 14 if this is permitted under the laws of the country of production.
10.1. The Contractor shall be liable under the warranty regulations of the Austrian Civil Code (ABGB) unless otherwise defined below.
10.2. Notwithstanding the provisions of the Austrian Civil Code (ABGB) and the Austrian Commercial Code (UGB), we shall not be obliged to check
the delivery/service and to claim defects immediately upon receipt. We shall, in any case, be entitled to claim defects within the legal warranty
periods, with the period of assumed defectiveness at delivery being expanded to two years notwithstanding the provisions of the Civil Code.
10.3. In the warranty case, it shall be in our discretion to:
a) demand improvement or replacement of the defective delivery/service by the Contractor,
b) have the defect repaired by a third party and charge the Contractor with the costs of the repair,
c) effect a respective reduction in price,
d) amend the contract.
Liability of the Contractor under item 6.3. shall remain unaffected irrespective of our choice.
11. Product liability
11.1. The Contractor shall hold us harmless with regard to any product liability claims of third parties, to the extent the damage has been caused by a
defect in the goods supplied by him.
12. Production documents, copyright, confidentiality
12.1. Patterns, models, drawings, plans, production documents and similar information provided to the Contractor to fulfil his contractual obligations or
to prepare a quotation shall remain our property and may only be used for the purpose of executing our orders.
12.2. After completion of the order and/or upon our request at any time, the Contractor shall return the plans to us free of charge.
12.3. The Contractor agrees to keep all our trade and business secrets that become known to him during the processing of the order strictly
13. Severability clause
13.1. If one or several provisions of these General Terms and Conditions of Purchase become ineffective, the effectiveness of the other provisions
and the contract as such shall not be affected by that, and these ineffective provision(s) shall be replaced by appropriate legal provisions which
come closest to the original intent.