General Terms and Conditions of VAIVA GmbH
1.0 Scope of Application
1.1 The following General Terms and Conditions (GTC) of VAIVA GmbH (hereinafter "VAIVA") apply to all, including future, contracts to be concluded by it with clients and buyers (hereinafter "CLIENT"), in particular development and service contracts, as well as to all, including future, offers, deliveries and services of VAIVA, even if they are not expressly agreed again.
1.2 The GTC apply only if the CLIENT is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.
1.3 These GTC shall apply exclusively. A binding offer by VAIVA is made on the condition that any terms and conditions of the CLIENT do not become part of the contract. It is the CLIENT's responsibility to negotiate changes expressly and incorporate them into the contract through individual written agreements. If the CLIENT nevertheless includes its own contractual terms at the time of conclusion of the contract, the contract shall initially not come into existence. To the extent that the CLIENT nevertheless begins performance of the contract, it thereby agrees to the conclusion of a contract with the exclusive inclusion of these GTC.
1.4 References to the applicability of statutory provisions are for clarification only. Even without such clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in the individual contractual arrangement or in these GTC.
2.0 Subject Matter of the Contract, Performance Obligations
2.1 The subject matter of the contract as well as the content and scope of the performance obligations result exclusively from the binding offer of VAIVA, which may refer in whole or in part to the CLIENT's requirements specification. If provisions and/or content from the requirements specification differ from provisions and/or content in the binding offer, the binding offer shall take precedence over the requirements specification in that case. The contract shall come into effect upon receipt of the CLIENT's acceptance of the offer. Unless otherwise specified in the offer, VAIVA shall be bound by its offer for one month.
2.2 VAIVA is entitled to have the services owed by it performed by third parties (e.g., subcontractors).
2.3 Technical descriptions, public statements and other information in brochures and other informational materials of VAIVA are non-binding and do not form part of the description of the condition of the products, unless the VAIVA offer expressly refers to them.
2.4 In performing the services, VAIVA adheres exclusively to the CLIENT's specifications and does not additionally review whether these specifications or the specific use of the work results in the individual case are compatible with statutory provisions and/or whether a purpose pursued by the CLIENT can thereby be achieved, unless the purpose was contractually agreed.
3.0 Prices and Payment Terms
3.1 All prices are, unless expressly stated otherwise, in euros net plus the applicable statutory value-added tax.
3.2 Unless otherwise expressly stated in the offer, the stated price does not include VAIVA's ancillary services (e.g., provision, assembly, installation or execution, distribution and reproduction of works), incidental costs (e.g., proper packaging, transport costs including any transport and liability insurance) and travel costs, accommodation and expenses, but these will be invoiced separately at the actual amount incurred.
3.3 Unless otherwise expressly stated in the offer, invoicing shall be monthly. VAIVA's invoices shall be payable by bank transfer without deduction no later than 30 days after receipt of the invoice by the CLIENT. Payments shall be deemed made from the time the amount is freely available to VAIVA.
4.0 Change Request
4.1 A Change Request is a contractual modification or extension of the subject matter of the contract that goes beyond the exercise of an option or design right of the CLIENT.
4.2 Change Requests must be separately commissioned by the CLIENT in advance. Any resulting cost and schedule overruns must be accepted. VAIVA may reject the assignment, in particular if the service cannot be performed or if the resources required for this purpose are not available or cannot be made available. If the CLIENT commissions a Change Request without first requesting a written offer from VAIVA, billing shall be based on the time incurred for this purpose at VAIVA's hourly rates underlying the price calculation in the offer; any previously promised deadlines shall no longer be binding. An instruction from the CLIENT shall, in case of doubt, be deemed a Change Request.
5.0 Duties of Cooperation and Schedule
5.1 The CLIENT is obliged to name and provide VAIVA, before the order is placed, with all laws, standards and other regulations on which it wishes the subject matter of the services to be provided to be based. The CLIENT shall also provide VAIVA, before the order is placed, with all data, documents and other information, upon request in written form, that are to be taken into account in the creation of the subject matter of the services.
5.2 The CLIENT is obliged to name a contact person equipped with all necessary competencies to VAIVA no later than at the start of the project.
5.3 VAIVA's obligation to perform within the schedule set out in the offer is subject to the CLIENT's timely and proper fulfillment of its duties of cooperation. The dates and deadlines agreed in the schedule of the offer shall automatically be postponed or extended by the period during which the CLIENT fails to fulfill its duties of cooperation in a timely and proper manner. If the CLIENT is in default of payment for an earlier service, VAIVA is entitled to withhold its further services until payment is made. The CLIENT may not derive any rights from the justified withholding. The costs incurred during the withholding of services or goods shall be borne by the CLIENT. The same shall apply if the CLIENT fails to fulfill its duties of cooperation in a timely and proper manner. The provisions of these GTC on force majeure remain unaffected.
5.4 If partial services are reasonable for the CLIENT within the scope of the agreed services, such services may be rendered and invoiced. Partial services are particularly reasonable for the CLIENT if, in accordance with the purpose of the contract, they can already be used independently by the CLIENT before completion of the overall project.
6.0 Delays in Performance
6.1 If VAIVA or its suppliers are unable to comply with agreed deadlines and dates due to temporary impediments to performance for which they are not responsible (e.g., force majeure, labor disputes, natural disasters, general shortage of energy and raw materials, insurmountable transport disruptions), the deadline or date shall be extended or postponed by the period during which the temporary impediment existed. VAIVA shall inform the CLIENT of such a case without delay. The provisions of these GTC on force majeure remain unaffected.
6.2 In the event of default for which VAIVA is responsible, the CLIENT's compensation for delay is limited to a maximum of 5% of the value of the services. The CLIENT may also set VAIVA a reasonable grace period for performance in writing, which must be at least 15 working days. After its fruitless expiry, the CLIENT is entitled to withdraw from the contract. The above provisions apply accordingly if VAIVA - without being entitled to do so - renders its services only in part.
6.3 Claims of the CLIENT under the preceding paragraph exist only to the extent that VAIVA is not liable without limitation under statutory provisions or under these GTC.
7.0 Place of Use and Performance / Transfer of Risk for Delivery and Shipment
7.1 Unless otherwise expressly stated in the offer, the place of use and performance shall be VAIVA's place of business. Deliveries are agreed as from VAIVA's place of business. If VAIVA, at the request of the CLIENT, ships the goods or works to a place other than the place of performance, the risk shall pass to the CLIENT as soon as VAIVA has delivered the item to the freight forwarder, carrier or other person or institution designated to carry out the shipment. Shipments and returns are always at the risk of the CLIENT.
7.2 The CONTRACTING PARTIES may agree that insurance for transport damage will be taken out at the CLIENT's expense. There is no obligation to take out insurance.
7.3 Notwithstanding any conflicting agreements, the choice of means and route of transport shall remain with VAIVA, without any obligation to choose the fastest and/or cheapest option.
8.0 Warranty for Defects
8.1 The CLIENT's claims in the event of defects in the contractual services shall be governed by the statutory provisions applicable thereto, unless otherwise regulated below.
8.2 VAIVA shall always render its services on the basis of the generally recognized rules of technology and the state of the art known to it in the execution of the project, taking into account the care customary in the industry.
8.3 If the subject matter of the service is the development of software, the CLIENT is aware that, according to the state of the art, it is not possible to provide software development services that are completely free of errors. This standard must be taken into account in particular when determining defects.
8.4 VAIVA warrants that, in the case of such a subject matter of the services, self-developed program components/in-house developments are free of third-party rights that restrict or exclude the use of the contractual service for the contractually intended purpose. This does not apply to third-party software, in particular free software (open source software, freeware and/or public domain software including subcomponents or parts thereof) used with the CLIENT's knowledge. In this case, VAIVA assigns to the CLIENT any warranty claims it has against its supplier. The CLIENT is advised that, when passing on free software, license obligations must be observed by the CLIENT. This may in particular include the delivery of mandatory information (e.g., license texts, copyright notices, notices of changes, "written offer") or source code.
8.5 To the extent that the subject matter of the services depends for its operation or use on third-party software (e.g., operating system, browser), it is only warranted that it is compatible with the third-party software specified in the offer, or, if none is specified there, with the third-party software customary at the time the contract was concluded. VAIVA does not warrant that the subject matter of the services will be compatible with later versions. The warranty also does not include adaptation of the subject matter of the services to changed conditions of use and technical and functional developments such as changes in the IT environment, in particular changes to hardware or the operating system, adaptation to the functionality of competing products, or creation of compatibility with new data formats.
8.6 Defects must be reported in writing by the CLIENT with a comprehensible description of the symptoms of the error, proven by written records, hard copies or other documents illustrating the defect. This notice must be given without delay, but no later than within fourteen working days after discovery of a defect, or in the case of recognizable defects, after delivery. The notice of defect must enable reproduction of the error. The CLIENT's statutory obligations to inspect and give notice of defects remain unaffected.
8.7 In the event of a defect, VAIVA is initially only obliged to provide subsequent performance. Subsequent performance shall, at VAIVA's discretion, be effected by remedying the defect or by replacement delivery. If the subject matter of the service is the development of software, VAIVA shall fulfill its obligation to provide subsequent performance by making a new version of the subject matter of the service available to the CLIENT. Subsequent performance for software components may also be effected by making a new program version available. Removal of defective software and/or installation of a new version is not part of replacement delivery.
8.8 VAIVA shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, unless these expenses increase because the goods were moved to a place other than the original place of performance after delivery or were combined with other items. Replaced parts shall become the property of VAIVA. The CLIENT may not demand reimbursement of installation and removal costs in the context of subsequent performance.
8.9 If subsequent performance fails, the CLIENT is entitled, under the statutory requirements, to demand a reduction or to withdraw from the contract.
8.10 VAIVA may refuse subsequent performance until the CLIENT has paid VAIVA the agreed remuneration, less an amount corresponding to the economic significance of the defect.
8.11 If the CLIENT asserts a defect against VAIVA and this defect cannot be established or reproduced, or if the defect cannot be attributed to a warranty obligation of VAIVA after appropriate investigation (apparent defect) and the CLIENT could have recognized this, then the CLIENT shall reimburse VAIVA for the costs and expenses of verification and/or attempted rectification.
9.0 Withdrawal / Termination
9.1 VAIVA is entitled to terminate in whole or in part, at any time and without stating reasons, by ordinary notice and observing a reasonable notice period, any contract concluded on the basis of these GTC that establishes or concerns a continuing obligation between the CONTRACTING PARTIES.
9.2 If VAIVA's payment claim is jeopardized by the CLIENT's lack of ability to perform, VAIVA is entitled to refuse performance until the CLIENT makes the payment or provides security for it. A risk to VAIVA's payment claim exists in particular if the CLIENT is in default with payment of the agreed remuneration for two consecutive invoices.
If payment or provision of security is not made within 12 working days after a one-time request to do so, VAIVA is entitled to withdraw from the contract or terminate the contract within a reasonable period and, in addition to remuneration for all services rendered to date, may demand reimbursement of holding costs in the amount of one fifth of the average monthly remuneration calculated from the average of the last 3 months. If execution of the project began less than three months ago, the monthly average remuneration shall be calculated based on the shorter term of the project. VAIVA retains the right to assert higher damages. The CLIENT is permitted to prove that VAIVA incurred no expense or damage at all, or damage in a lower amount than the lump sum.
9.3 If VAIVA itself is not supplied, not supplied properly or not supplied on time, although it has placed sufficient orders with reliable suppliers, VAIVA shall be released from its obligation to perform and may withdraw from the contract. This shall apply only if VAIVA informs the CLIENT of the unavailability of the service and promptly reimburses the CLIENT for any counterperformance already rendered.
10.0 Acceptance
10.1 The CLIENT is obliged to accept a work and to inform VAIVA of the acceptance carried out. This shall be deemed to have taken place no later than 15 working days after notification of completion and request for acceptance, provided the agreed milestone plan does not contain any deviating provision. Otherwise, the rule in the milestone plan shall take precedence.
10.2 If the creation of a work is owed as a contractual service, it is the CLIENT's responsibility to report any defects identified during acceptance without delay.
11.0 Liability
11.1 VAIVA shall be liable without limitation in the event of fraudulent intent, intent or gross negligence in accordance with the statutory provisions.
11.2 Damages caused by VAIVA through simple negligence shall only be compensated if they involve the breach of an essential duty, the fulfillment of which makes proper performance of the contract possible in the first place and on whose fulfillment the CLIENT may regularly rely (cardinal obligation). In this case, VAIVA's liability is also limited to the extent of damage that VAIVA typically had to expect to arise under the circumstances known at the time the contract was concluded and in view of the nature of the contractual agreements.
11.3 VAIVA shall only be liable for the loss or damage of data and its restoration if such loss could not have been avoided even through reasonable, proper data backup measures by the CLIENT.
11.4 The above exclusions and limitations of liability shall also apply in favor of VAIVA's employees, representatives, bodies and vicarious agents, as well as in favor of other third parties used by VAIVA to fulfill the contract.
11.5 Cases of mandatory statutory liability (e.g., claims for damages under the Product Liability Act) and liability for damages resulting from injury to life, body or health shall remain unaffected by the above limitations of liability.
12.0 Force Majeure
12.1 To the extent that one of the CONTRACTING PARTIES is prevented by force majeure from fulfilling its obligations under the contract, it shall be released from the affected obligations and from compliance with deadlines for performance. In this case, the other CONTRACTING PARTY shall also not be entitled to any secondary claims, provided that the impeded CONTRACTING PARTY has not expressly granted a guarantee in this regard or assumed the risk with respect to the fulfillment of the obligation; force majeure exists in the case of external events or circumstances that have no operational connection, are unforeseeable, and cannot be avoided or not avoided in time even with the utmost reasonable care to be expected, for which neither of the CONTRACTING PARTIES is responsible, such as natural disasters or extreme natural events, epidemics, epidemics or pandemics, wars, terrorist attacks, sabotage, explosions, fire, failures of transport, power or telecommunications connections, strikes or lockouts, as well as statutory provisions or measures by authorities, governments, courts or international institutions, including embargoes and sanctions.
12.2 If the force majeure condition hindering performance continues uninterrupted for more than 30 days, this contract may be terminated by either of the CONTRACTING PARTIES by means of a corresponding declaration to the other CONTRACTING PARTY within a reasonable period.
12.3 To the extent that one of the CONTRACTING PARTIES is significantly hindered by force majeure in fulfilling its obligations under the contract and has not expressly granted a guarantee in this regard or assumed the risk of fulfilling the obligations, the CONTRACTING PARTIES undertake to use their best efforts, within a reasonable period after being informed of the impediment, to agree on supplementary and/or alternative contractual arrangements that adequately take into account the consequences of the force majeure circumstances.
12.4 If, in such a case, the other CONTRACTING PARTY does not agree to supplementary and/or alternative arrangements that adequately take into account the consequences of the force majeure circumstances, the contract may be terminated by the CONTRACTING PARTY affected by the impediment within a reasonable period.
12.5 The CONTRACTING PARTY prevented from fulfilling its obligations or affected by an impediment shall inform the other CONTRACTING PARTY without delay of the prevention or impediment. Likewise, it shall notify the other CONTRACTING PARTY as soon as the prevention or impediment ceases to exist.
13.0 Sustainability Requirements
13.1 The "Volkswagen Group Sustainability Requirements in Relations with Business Partners (Code of Conduct for Business Partners)" define the expectations regarding how participating business partners are to conduct themselves within their business activities with respect to sustainability. VAIVA has the same requirements for its business partners.
13.2 The "Volkswagen Group Sustainability Requirements in Relations with Business Partners (Code of Conduct for Business Partners)" shall become part of the contract in the most current version valid at the time the contract is concluded. The CLIENT undertakes to comply with them. If the "Volkswagen Group Sustainability Requirements in Relations with Business Partners (Code of Conduct for Business Partners)" are not attached to the inquiry or order, they can be obtained at www.vwgroupsupply.com and will additionally be provided by VAIVA upon request.
14.0 Limitation Period
Claims arising from a defect pursuant to the provisions of these GTC shall become time-barred within one year from the statutory commencement of the limitation period, subject to Sections 438(1)(2), 479, 634a(1)(2) of the BGB, unless VAIVA is liable without limitation under statutory provisions or under these GTC.
15.0 Retention of Title
15.1 Title to goods delivered by VAIVA shall remain with VAIVA until all claims arising from the business relationship, including future claims arising from contracts concluded simultaneously or later, have been settled. This also applies if claims are included in a current account and the balance has been drawn up and acknowledged. The CLIENT undertakes to handle the delivered goods with care and to insure them in favor of VAIVA against the usual risks (e.g., fire, water, storm, theft).
15.2 The CLIENT is entitled to sell or process the goods in the ordinary course of business. Any processing shall be carried out by it for VAIVA, without VAIVA becoming obligated as a result. In the event of processing, combining or mixing the reserved goods with other items, VAIVA shall generally acquire a co-ownership share in the new item, namely in the case of processing in the ratio of the value (= gross invoice value including incidental costs and taxes) of the reserved goods to the new item, and in the case of combining or mixing in the ratio of the value of the reserved goods to the value of the other goods. As soon as VAIVA's ownership ceases to exist due to mixing or combination, the CLIENT shall transfer co-ownership to VAIVA on a proportional basis.
15.3 The CLIENT hereby assigns to VAIVA, as security, all claims arising from resale against a purchaser or against third parties, including those arising from inclusion in a current account relationship. After the assignment, the CLIENT is authorized to collect the claims assigned to VAIVA. VAIVA reserves the right to revoke the authorization to resell and collect as well as to collect the assigned claims itself if the CLIENT does not properly fulfill its contractual obligations towards VAIVA.
16.0 Intellectual Property and Copyright, Rights in Work Results
16.1 VAIVA shall remain the owner of the intellectual property and copyright rights (pre-existing rights) to which it is entitled at the time of the respective conclusion of the contract. To the extent that VAIVA's pre-existing rights are required for the exploitation of the work result, the CLIENT receives a paid, simple, territorially, temporally and substantively limited, non-transferable and revocable right of use that enables use for the agreed purpose of use by the CLIENT.
16.2 Unless expressly agreed otherwise, VAIVA is and shall remain the rights holder to all results, including all inventions, know-how, test and development reports, suggestions, ideas, drafts, designs, proposals, samples and models that it achieves in the course of its development and service results ("work results"). The same applies to illustrations, drawings, calculations and other documents made available to the CLIENT, as well as to all information received since the start of contract negotiations regarding VAIVA's activities, services and goods. These may not be made accessible to third parties without VAIVA's prior written consent.
16.3 To the extent that the work results are eligible for protection as intellectual property rights, only VAIVA is generally entitled to apply for them in its own name, to pursue them further and to abandon them.
16.4 To the extent that the work results are protected by copyrights belonging to VAIVA, it grants the CLIENT rights of use that enable the CLIENT to use the work result for the agreed purpose.
17.0 Confidentiality
17.1 The information, knowledge, results, data and documents communicated to the CLIENT by VAIVA in the context of concluded contracts and/or their performance or also in the context of offer phases or orders, or of which the CLIENT became aware (hereinafter referred to as "CONFIDENTIAL INFORMATION"), are subject to confidentiality, regardless of how they are embodied, in what manner they are disclosed or become known (e.g., also via unencrypted email), or whether they are expressly marked as requiring confidentiality (e.g., "confidential" or "secret"). This includes in particular know-how, intellectual property rights, source code and other intellectual property that is disclosed, and other non-public information obtained by the CLIENT about VAIVA. CONFIDENTIAL INFORMATION also includes trade secrets within the meaning of the German Trade Secrets Act (GeschGehG).
17.2 The CLIENT undertakes to keep CONFIDENTIAL INFORMATION secret in the sense of a trade secret even beyond the termination of the contract and to use it only for the purposes of the concluded contract and its performance or the offer phase or the order, and only within the limits provided for in these terms and conditions and in concluded contracts. Internal disclosure within its company shall be limited to the extent necessary for the performance of the contract or the offer phase or the order ("need-to-know").
17.3 The CLIENT shall take all necessary measures to prevent it from becoming accessible to third parties. Making accessible includes in particular direct or indirect disclosure or inspection by third parties, whether for consideration or free of charge.
17.4 Any further use or disclosure to third parties is only permitted to the CLIENT if VAIVA has previously given its express consent in writing.
17.5 The CLIENT undertakes to ensure that all natural persons and legal entities who, in the performance of concluded contracts or also in the context of offer phases or orders, become aware of CONFIDENTIAL INFORMATION, are obliged to maintain confidentiality in accordance with these provisions. Within the scope of the legal possibilities, these obligations shall also be imposed on employees of the CLIENT and the natural or legal persons described above for the period after departure or after any other termination of access to the information.
17.6 The confidentiality obligations shall lapse insofar as the CONFIDENTIAL INFORMATION
was demonstrably known to the CLIENT before disclosure, or
was known or generally accessible to the public before disclosure or becomes known after disclosure without fault on the part of the CLIENT, or
substantially corresponds to information that was disclosed or made accessible to the CLIENT at any time by an authorized third party.
17.7 The CLIENT may refer to its business relationship with VAIVA in advertising or other documents only with VAIVA's prior written consent. The same applies to the use of trademarks, trade names and other designations of VAIVA.
17.8 The above confidentiality obligations do not limit any further obligations of the CLIENT arising from other confidentiality obligations towards VAIVA; in particular, any separate confidentiality agreement concluded shall take precedence over these provisions. The CLIENT undertakes, insofar as it has not yet done so, to sign VAIVA's confidentiality agreement upon conclusion of the contract.
18.0 Data Protection
18.1 The CONTRACTING PARTIES undertake to comply with the applicable data protection regulations when performing the contract.
18.2 The CONTRACTING PARTIES shall also oblige their employees and third parties whom they use to fulfill their contractual obligations to comply with the data protection regulations and shall provide evidence of this upon request by the respective other CONTRACTING PARTY.
19.0 Termination by the Client
19.1 The CLIENT may terminate a contract for work and services in writing without stating reasons until completion of the work. If the CLIENT terminates the contract, VAIVA is entitled to demand the agreed remuneration. However, it must credit what it saves in expenses as a result of the termination of the contract or acquires through other use of its labor or maliciously fails to acquire. It is presumed that VAIVA is then entitled to 5% of the agreed remuneration attributable to the part of the work not yet performed.
19.2 Upon termination of the contract, VAIVA shall hand over the work result achieved up to the time of termination to the CLIENT after the latter has paid the remuneration, any holding costs and all other outstanding amounts.
20.0 English Version
Any English version of these terms and conditions is provided solely as a convenience. The German version alone shall be authoritative and shall prevail in the event of contradictions or deviations from the English version. This also applies to all other documents associated herewith, such as any applicable accompanying documents.
21.0 Assignment
The assignment or transfer of contractual rights or obligations by the CLIENT requires VAIVA's prior written consent to be effective. VAIVA will refuse such consent only if its legitimate interests outweigh those of the CLIENT. If such an assignment is made without VAIVA's consent, it shall be effective, but VAIVA may perform with discharging effect, at its discretion, to the CLIENT or the third party.
22.0 Set-off
Rights of set-off and retention as well as the defense of non-performance shall be available to the CONTRACTING PARTIES in accordance with the statutory provisions, whereby the CLIENT shall only have a right of set-off in respect of counterclaims that have been legally established or are undisputed or arise from the same legal relationship as the principal claim.
23.0 Governing Law and Jurisdiction
23.1 These terms and conditions and agreements concluded on their basis by the CONTRACTING PARTIES shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
23.2 The place of jurisdiction for all claims arising out of or in connection with these terms and conditions and the entire legal relationship of the CONTRACTING PARTIES shall be Ingolstadt; however, VAIVA shall remain free to assert claims against the CLIENT also at other legally available places of jurisdiction.
24.0 Form
24.1 For contracts/agreements concluded on the basis of these terms and conditions, the written form shall apply; there are no verbal collateral agreements. Amendments and supplements not made by individual agreements between the CONTRACTING PARTIES require a written agreement. The written form is maintained by the telecommunicative transmission of the signed and scanned declaration, in the case of a contract, of the signed and scanned contract text, as well as by simple electronic signatures via DocuSign. Specifications of the scope of services may be made via an electronic ticket system.
24.2 Unless a stricter form, e.g. written form, is stipulated in these terms and conditions or other agreements of the CONTRACTING PARTIES, declarations and notices relevant to legal effect that the CONTRACTING PARTIES are to make to each other after conclusion of the contract (e.g., setting deadlines, reminders, exercise of design rights, notifications or information) require an email to be effective.
25.0 Order of Precedence of the Contractual Components
The following provisions and documents shall become binding contractual components upon acceptance of VAIVA's offer, with the following order applying in the event of contradictions between the contractual components:
VAIVA's offer,
Any existing framework agreements between the CONTRACTING PARTIES,
Any existing confidentiality agreement between the CONTRACTING PARTIES,
these GTC,
VAIVA's order confirmation,
CLIENT's requirements specification.
26.0 Severability Clause
Should individual provisions contained herein be or become wholly or partially invalid or unenforceable, or should there be a gap, the validity of the remaining provisions shall not be affected thereby.