§ 1 General / Scope of Application
(1) The Terms and Conditions shall apply to all present and future business relations between Giebel FilTec GmbH (hereinafter referred to as Giebel FilTec) and the purchaser. They shall only apply to entrepreneurs exercising their commercial or independent professional activities and to legal entities under public law.
(2) Deviating, conflicting or supplementary general terms and conditions of the purchaser shall not become part of the contract, even if Giebel FilTec is aware of them, unless their validity is expressly agreed to in writing.
(3) The General Terms and Conditions of Giebel FilTec shall also apply if Giebel FilTec, being aware of conflicting or deviating general terms and conditions of the purchaser, carries out the delivery to the purchaser without reservation.
§ 2 Offer / Offer Documents / Non-availability of Performance
(1) Offers are subject to change.
Statements made by Giebel FilTec relating to goods and prices during the order process are non-binding.
On the order form, the purchaser declares the binding application for the conclusion of a purchase contract. Giebel FilTec will confirm the receipt of the order immediately by e-mail. The confirmation of receipt does not constitute a binding acceptance of the order. However, Giebel FilTec may combine the acceptance of the order with the confirmation of receipt. The acceptance by Giebel FilTec shall be deemed to have taken place at the latest upon delivery of the ordered goods by Giebel FilTec. An explicit declaration of acceptance by Giebel FilTec is not required towards the purchaser.
(2) Agreements deviating from the order are only effective if they are confirmed by Giebel FilTec in writing or by e-mail.
(3) If, until the execution of the order, significant increases in raw material prices, wages, taxes, public charges and / or impediments resulting from laws and / or legally binding regulations of other kind occur, which demonstrably have a significant influence on the offer calculation of Giebel FilTec, Giebel FilTec shall be entitled to charge an appropriate price surcharge. Significant in the sense of this provision are changes of at least 10%.
(4) Giebel FilTec reserves the right to make technical changes as well as changes in shape, color and/or weight within reasonable limits.
Compliance with technical data or other information / details from catalogs, printed matter, parts lists and / or drawings / sketches and the like shall only be confirmed to the extent that individual data, dimensions or details thereof are expressly included in the technical description of the offer. In the case of blanket reference to documents or drawings, only the function shall be deemed confirmed.
(5) Obviously recognizable errors in the offer or the written order confirmation shall entitle Giebel FilTec to withdraw from the contract without prejudice to any other rights. In this respect, the purchaser shall not be entitled to claim damages.
(6) If the order is to be qualified as an offer according to § 145 BGB (German Civil Code), Giebel FilTec may accept it within 4 weeks.
The acceptance may be declared either in writing or by providing the service and notifying the purchaser thereof or by delivering the goods to the purchaser.
(7) The conclusion of the contract shall be subject to Giebel FilTec’s suppliers delivering to Giebel FilTec in due time and in conformity with the contract. This shall only apply in case Giebel FilTec is not responsible for the non-delivery, in particular in case of a congruent covering transaction with the supplier of Giebel FilTec. In addition to unforeseen, unavoidable events beyond Giebel FilTec’s control, Giebel FilTec shall in particular not be responsible for the lack of self-delivery due to an epidemic, pandemic (e.g. the Corona pandemic), epidemic or official measures such as quarantine.
If Giebel FilTec is nevertheless unable to perform, Giebel FilTec shall be entitled to withdraw from the obligation to perform. The purchaser shall be informed immediately about the non-availability of the performance. The counter-performance of the purchaser shall be refunded without delay.
(8) Giebel FilTec reserves the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This shall apply in particular to written documents marked “confidential”. Any disclosure to third parties requires the express written consent of Giebel FilTec.
These documents shall be returned to Giebel FilTec free of charge without request as soon as they are no longer required. The purchaser shall be liable for loss and damage. Upon request, these items/documents shall be returned at any time. The purchaser shall not be entitled to a right of retention. Documents / items shall be kept in a safe place and may not be reproduced without the prior written consent of Giebel FilTec.
In the case of items/documents for which Giebel FilTec holds industrial property rights and/or which are owed as business/trade secrets, the Buyer shall only be permitted to use them as expressly authorized by Giebel FilTec, unless certain types of use are also permitted to any third party.
§ 3 Scope of delivery
(1) The purchaser shall be obligated to specify in its order the individual specification of the respective delivery item according to the individual type of use intended in each case, taking into account all technically relevant factors.
If such specifications of the purchaser are missing or incomplete, the general product specifications of Giebel FilTec shall apply as a supplement, if applicable.
(2) The written order confirmation by Giebel FilTec shall be decisive for the scope of delivery. If the contract is concluded by acceptance of a time-limited offer by Giebel FilTec, the content of the offer by Giebel FilTec shall be decisive for the content of the contract.
Subsidiary agreements and amendments require written confirmation by Giebel FilTec.
(3) As far as the purchaser has packaging, the purchaser confirms to Giebel FilTec with the acceptance of the goods to be able to recycle the packaging according to the Packaging Act and undertakes to dispose of the packaging in compliance with the provisions of the Packaging Act. Upon Giebel FilTec’s request, the Buyer shall provide information on the type and quantity of the packaging disposed of in accordance with the Packaging Act. If the Buyer does not wish to dispose of its own packaging in accordance with the above provision, it shall notify Giebel FilTec thereof in writing or in text form immediately after acceptance of the goods. In this case, Giebel FilTec shall give the purchaser the opportunity to return this packaging to Giebel FilTec in accordance with the obligations under the Packaging Act. In this case, the purchaser shall bear the costs of the return transport of the packaging.
(4) Giebel FilTec reserves the right to make changes in design or form due to technical improvements or legal requirements during the delivery period, provided that the delivery item or the agreed delivery is not substantially changed and the changes are reasonable for the purchaser.
§ 4 Prices / Terms of Payment
(1) In the absence of a special agreement, the prices shall apply “ex works” plus the applicable statutory value added tax.
(2) The purchase price shall be due for payment within 30 days from the date of invoice. If the purchaser is in default of payment, Giebel FilTec shall be entitled to charge default interest in the amount of 9% p.a. above the base interest rate. As far as a higher damage caused by default can be proven, Giebel FilTec is entitled to claim it. For its part, the purchaser is entitled to provide evidence of a lower damage.
(3) The Buyer is only entitled to set-off rights or rights of retention if its counterclaims are legally established, undisputed or acknowledged by Giebel FilTec. The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. Giebel FilTec is entitled to set off payments against the oldest due claim, even in case of a contrary redemption provision of the purchaser.
(4) If after the conclusion of the contract a substantial deterioration of the financial situation of the Buyer occurs or if Giebel FilTec becomes aware of a previously occurring deterioration of the financial situation after the conclusion of the contract, which gives rise to serious doubts about the creditworthiness of the Buyer, Giebel FilTec is entitled to demand advance payment or provision of security at its own discretion. Giebel FilTec is entitled to withdraw from the contract if the purchaser does not comply with this demand.
§ 5 Call orders
Call orders shall be accepted within the specified periods or on the agreed dates.
§ 6 Delivery Time / Delay in Delivery / Cancellation Costs
(1) The beginning of the delivery time stated by Giebel FilTec requires the clarification of all technical questions as well as the timely and proper fulfillment of the obligations of the purchaser.
This includes, in particular, any documents to be provided or prepared by the purchaser, such as drawings, descriptions, permits to be submitted by the purchaser, releases and the crediting of agreed down payments by the purchaser to the account of Giebel FilTec.
If one of these conditions is missing or if there are any ambiguities for which the purchaser is responsible, the delivery time indicated by Giebel FilTec shall be suspended until the obstacle has been removed by the purchaser.
(2) The delivery period shall be deemed to have been complied with if the delivery item has left the factory by the expiry of the agreed delivery date or by the expiry of the delivery date specified by Giebel FilTec, but at the latest by the expiry of the calendar week following this date or, in case of debts to be collected, if the readiness for shipment has been communicated to the purchaser by the expiry of the calendar week specified on the order confirmation.
(3) The delivery period shall be reasonably extended in the event of unforeseen circumstances beyond the control of Giebel FilTec, provided that such hindrances demonstrably affect the completion or delivery of the subject matter of the contract. This shall also apply if such circumstances occur at Giebel FilTec’s sub-suppliers.
In particular, this shall apply in case of hindrances occurring within the scope of labor disputes, in particular strikes and lockouts, furthermore in case of epidemics, pandemics (including the Corona pandemic), epidemics and official measures (e.g. quarantine orders or similar).
Giebel FilTec shall not be responsible for delays in delivery due to the above-mentioned circumstances even if they occur during an already existing delay. Giebel FilTec shall inform the purchaser as soon as possible about the beginning and the end of such hindrances.
If unforeseeable circumstances for which Giebel FilTec is not responsible or an aforementioned impediment endanger the performance of the contract for an unforeseeable period of time and if the impediment to performance cannot be overcome by Giebel FilTec with reasonable expenses, Giebel FilTec shall be entitled to withdraw from the contract. In this case, Giebel FilTec shall be obliged to inform the Buyer immediately about the circumstances impeding performance and to reimburse the Buyer immediately for any consideration already received after exercising the withdrawal. Further claims of the purchaser in this case are excluded.
(4) Giebel FilTec shall only be in default with a delivery if the purchaser has set a grace period of two weeks in text form and Giebel FilTec allows this grace period to expire unused.
(5) If the purchaser is in default of acceptance or if he violates other duties to cooperate, Giebel FilTec shall be entitled to claim the damages incurred by Giebel FilTec, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of sale shall also pass to the purchaser at the time the purchaser is in default of acceptance.
(6) If the delivery of the subject matter of the contract is delayed at the request of the purchaser, the purchaser shall be charged with the costs incurred by the storage as of the beginning of the month following the notification of the readiness for shipment, however, in case of storage in one of the plants of Giebel FilTec at least 0.5 % of the invoice amount for each month or part thereof.
Giebel FilTec reserves the right to prove a higher damage, the purchaser the right to prove a lower damage.
In addition, Giebel FilTec is entitled to withdraw from the contract after the expiry of a reasonable period of time, which has been communicated to the purchaser, or to otherwise dispose of the delivery item after the expiry of a reasonable period of time communicated to the purchaser and to deliver to the purchaser within a reasonable, extended period of time in accordance with the contract.
(7) If the purchaser unjustifiably withdraws from a placed order, Giebel FilTec shall be entitled, if the purchaser has been granted a reasonable period of time for subsequent performance, to claim 10 % of the sales price for the costs incurred by the processing of the order and for lost profit, without prejudice to the possibility to claim higher actual damages.
The orderer reserves the right to prove a lower damage.
(8) If Giebel FilTec is in default of delivery, claims for compensation due to delay in performance shall be excluded, irrespective of any other rights of the purchaser.
§ 11 shall apply accordingly.
§ 7 Place of Performance
Giebel FilTec expressly points out that for any delivery agreed to be “ex works”, the place of performance for the contractual relationship shall be Forchtenberg, irrespective of where the delivery is ultimately made.
§ 8 Transfer of risk
(1) Delivery shall be “ex factory” Bretzfeld.
(2) Handover shall be deemed to have taken place if the Purchaser is in default of acceptance.
(3) The above clauses shall also apply to agreed partial deliveries.
(4) Insofar as Giebel FilTec has assumed shipping costs, delivery or installation of the subject matter of the contract according to contractual agreement, the foregoing risk transfer clauses shall remain unaffected.
(5) If the shipment of the subject matter of the contract is delayed due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the day of readiness for shipment; however, Giebel FilTec is obliged to effect the insurances requested by the Buyer at the Buyer’s request and expense.
(6) Delivered items shall be accepted by the purchaser, even if they show minor defects, without prejudice to the rights under § 9.
Partial deliveries are permissible.
§ 9 Warranty
(1) The limitation period for claims for defects is 12 months – except in case of fraudulent intent and subject to § 11 para. 8. Any claims for damages, including claims for breach of a duty of supplementary performance according to para. 4, are subject to the provisions of § 11.
(2) In all other respects, Giebel FilTec’s warranty shall initially be limited to supplementary performance, at Giebel FilTec’s option either by repair or replacement. In case of rectification of defects, Giebel FilTec shall bear the necessary expenses for the removal of the defective item and the installation of the rectified or delivered defect-free item, unless such expenses are increased because the subject matter of the contract is located at a place other than the place of performance. Giebel FilTec shall not reimburse the expenses of an additional legally and economically necessary rectification of the final product within the scope of a subsequent performance in case of combination, mixing or processing or any other remedy of damage in the ratio of the remuneration for the delivered product to the sales price of the final product. This shall also apply to subsequent performance for end products without prior mixing, combining or processing with other products or for products where further processing has taken place.
If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, Giebel FilTec shall procure the right to further use for the purchaser or shall eliminate the infringement of property rights in another way. If this is not possible under economically reasonable conditions or within a reasonable period of time, the purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, Giebel FilTec shall also be entitled to withdraw from the contract. This obligation is conclusive for infringements of industrial property rights and copyrights, subject to the provisions of § 11. This presupposes that the purchaser informs Giebel FilTec immediately about asserted infringements and supports Giebel FilTec in defending the asserted claims or enables Giebel FilTec to carry out the modification measures. It is further a prerequisite that Giebel FilTec reserves the right to take all defense measures, that the defect of title is not based on an instruction of the purchaser and that the infringement of rights was not caused by the fact that the purchaser has modified the delivery item without authorization or has used it in a way not conforming to the contract. As far as Giebel FilTec is not liable according to this section, the purchaser shall indemnify Giebel FilTec against all claims of third parties.
(3) If the supplementary performance fails or if the supplementary performance is not carried out for other reasons or is delayed beyond a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. In the event of only minor non-conformity with the contract, in particular in the event of minor defects, the Purchaser shall not be entitled to rescind the contract. The Purchaser’s right to reduce the purchase price shall be excluded.
The rectification of defects shall be deemed to have failed with the second unsuccessful attempt, unless further attempts at rectification are reasonable and acceptable to the Purchaser due to the subject matter of the contract.
(4) If the Purchaser claims damages after failed subsequent performance, the goods shall remain with the Purchaser insofar as this is reasonable for the Purchaser.
The compensation for damages shall be limited – subject to the provisions in § 11 – to the difference between the purchase price and the value of the defective item after the provision of the failed service or, if the service is provided by a third party, to the relevant service price less saved expenses. This shall not apply if Giebel FilTec has fraudulently caused the breach of contract. In case of defectiveness of goods resulting from combination, mixing or processing as well as further processing of a defective product, Giebel FilTec shall not compensate the damage in the ratio of the remuneration for the delivered product to the sales price which could have been expected for the final product in case of a defect-free delivery.
(5) The product descriptions of Giebel FilTec shall only be deemed quality specifications. Public statements, recommendations or advertisements do not constitute a contractual quality description.
The product descriptions of a manufacturer used by Giebel FilTec shall also only be deemed to be quality specifications. Public statements, recommendations or advertisements of the manufacturer shall not constitute a contractual description of the quality of the goods.
(6) If the purchaser receives defective assembly instructions, Giebel FilTec shall only be obliged to deliver assembly instructions free of defects and this only if the defect in the assembly instructions prevents proper assembly.
(7) The purchaser may only claim damages for non-performance or withdraw from the contract if Giebel FilTec, despite having set a reasonable time limit, has neither repaired the defect nor provided a replacement or if the purchaser cannot reasonably be expected to accept a replacement or repair.
(8) Warranty claims according to para.1-7 require that the Buyer notifies Giebel FilTec in text form of obvious defects within a period of 2 weeks, calculated from receipt of the goods, and of hidden defects within 2 weeks from detection of the defect.
(9) The purchaser shall bear the burden of proof for the immediate notification of a defect. Likewise, the Purchaser shall bear the burden of proof that it has not itself taken measures to remedy the defect.
(10) Giebel FilTec does not grant any warranties in the legal sense. Manufacturer’s warranties of third parties shall remain unaffected.
§ 10 Warranty in case of replacement of individual parts
If an individual component of a product is exchanged/replaced within the warranty periods, this shall not entail an extension/restart of the warranty periods for the entire product. Rather, the extension / restart of warranty periods shall exclusively refer to the replaced individual part, provided that Giebel FilTec has unconditionally acknowledged its obligation for subsequent performance.
§ 11 Limitation of Liability
(1) In case of negligent breaches of duty, the liability of Giebel FilTec shall be limited to the direct average damage which is foreseeable and typical for the type of goods. This also applies to negligent breaches of duty by employees, workers, representatives and vicarious agents of Giebel FilTec.
Liability shall be excluded in the event of a slightly negligent breach of immaterial contractual obligations.
(2) Unless otherwise stated below, any further claims of the purchaser – irrespective of their legal basis – are excluded.
Therefore, Giebel FilTec shall not be liable for damages which have not directly occurred to the delivery item itself; in particular, Giebel FilTec shall not be liable for loss of profit or damages to other assets of the purchaser or a third party, including such assets which have been created by combination, mixing, processing and/or further processing.
(3) The exemption from liability and the limitation of liability in the above clauses (1) and (2) shall not apply in the case of damage resulting from injury to life, body or health, or in the case of intent or gross negligence. The exemption from liability shall also not apply if Giebel FilTec culpably breaches a material contractual obligation (cardinal obligation) or fraudulently conceals a defect. In this case, however, liability shall be limited in accordance with clause (1) to the foreseeable, direct average damage typical for the contract.
Material contractual obligations (cardinal obligations) are those obligations by which the achievement of the purpose of the contract is guaranteed and by the fulfillment of which the proper execution of the contract is made possible in the first place and on the fulfillment of which the Customer may rely.
(4) If Giebel FilTec breaches a material contractual obligation, Giebel FilTec’s liability to pay damages shall be limited to the amount covered by Giebel FilTec’s business liability insurance, unless Giebel FilTec has at least acted with gross negligence. Upon request, Giebel FilTec shall grant insight into the insurance policy.
As far as the liability of Giebel FilTec is excluded or limited, this shall also apply to the personal liability of Giebel FilTec’s employees, representatives and vicarious agents.
(5) In general, any liability of Giebel FilTec shall be excluded in the event that, at the request of the purchaser, parts other than those manufactured or specified by Giebel FilTec are installed in the delivery item. The customer shall bear the burden of proof that such deviation is not the cause of any defectiveness of the delivery item.
(6) Giebel FilTec shall not be liable for installation work performed by the purchaser itself. The burden of proof for the defect-free installation shall be on the purchaser.
(7) The above limitations of liability shall not affect the claims of the purchaser under warranties and/or product liability.
(8) Claims for damages according to the above clauses 1 – 7 shall become time-barred within the statutory limitation periods.
§ 12 Retention of Title
(1) Giebel FilTec reserves the title to the subject matter of the contract until receipt of all payments from an ongoing business relationship.
In case of a breach of contract by the purchaser, especially in case of default of payment, Giebel FilTec shall be entitled to take back the subject matter of the contract. The taking back of the subject matter of the contract does not constitute a withdrawal from the contract, unless Giebel FilTec expressly declares this in writing.
The seizure of the subject matter of the contract by Giebel FilTec shall always constitute a rescission of the contract. After taking back the object of the contract, Giebel FilTec shall be entitled to sell it. The proceeds of the realization shall be credited against the liabilities of the purchaser – less reasonable realization costs.
(2) The Purchaser shall be obliged to handle the goods with care; in particular, it shall be obliged to insure the goods at its own expense against damage by fire, water and theft at their replacement value. Insofar as maintenance and inspection work is required, the Purchaser must carry this out regularly and in good time at its own expense.
(3) In case of seizure or other interventions by third parties, Giebel FilTec shall be notified by the purchaser in writing without delay. As far as the third party is not able to reimburse Giebel FilTec for the judicial and extrajudicial costs of an action according to § 771 ZPO (German Code of Civil Procedure), the buyer shall be liable for the loss incurred by Giebel FilTec.
Furthermore, the purchaser is obliged to inform Giebel FilTec immediately about any damage or destruction of the goods. The Buyer shall notify Giebel FilTec without delay of any change of ownership of the goods as well as of any relocation of the registered office.
(4) The purchaser shall be entitled to resell the goods in the ordinary course of business. However, he already now assigns to Giebel FilTec all claims in the amount of the agreed price of the goods subject to retention of title (including VAT), which accrue to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. Giebel FilTec accepts this assignment.
The purchaser shall remain authorized to collect the claim even after the assignment. The authority of Giebel FilTec to collect the claim itself remains unaffected. However, Giebel FilTec undertakes not to collect the claim as long as the purchaser meets its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. However, if this is the case, Giebel FilTec may demand that the buyer informs Giebel FilTec of the assigned claims and their debtors, furthermore provides all information necessary for the collection of the claims, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the goods by the purchaser shall always be made in the name and on behalf of Giebel FilTec. If the goods are processed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in proportion of the value of the goods to the other processed objects at the time of processing.
In all other respects, the same shall apply to the object created by processing as to the goods delivered under reservation of title.
(6) If the goods are mixed with other objects not belonging to Giebel FilTec, Giebel FilTec shall acquire co-ownership of the new object in proportion of the value of the goods to the other mixed objects at the time of mixing.
If the mixing takes place in such a way that the object of the purchaser is to be regarded as the main object, it shall be deemed agreed that the purchaser transfers co-ownership to Giebel FilTec on a pro rata basis. The purchaser shall keep the sole ownership or co-ownership thus created in safe custody for Giebel FilTec.
(7) The orderer also assigns to Giebel FilTec the claims in the amount of the price of the goods subject to retention of title (including VAT) as security for Giebel FilTec’s claims against it, which arise against a third party due to the connection of the goods with a property.
(8) Giebel FilTec undertakes to release the securities to which Giebel FilTec is entitled upon request of the purchaser to the extent that the value of the securities given to Giebel FilTec exceeds the claims to be secured by more than 20 %; Giebel FilTec shall be responsible for the selection of the securities to be released.
§ 13 Special Right of Termination / Embargo Regulations / EU Anti-Terrorism Regulations
(1) As far as the conclusion of contracts between Giebel FilTec and the purchaser respectively the resulting delivery obligations and/or payment obligations of the purchaser for Giebel FilTec violate nationally as well as internationally binding regulations (e.g.: foreign trade regulations of the Federal Republic of Germany, export and embargo regulations of the European Union, other states, in particular the USA including the EU anti-terror regulations), Giebel FilTec is entitled to terminate the contractual relationship extraordinarily and/or to withdraw from the contract.
(2) The purchaser shall have no claim for damages in this special case.
(3) The purchaser is obligated to inform himself about corresponding legal regulations that make it impossible for Giebel FilTec to fulfill the contract.
§ 14 Data Protection
The parties mutually undertake to observe the statutory provisions on data protection, in particular the EU Data Protection Regulation (DSGVO) in the performance of the contract and to impose compliance with these provisions on their employees.
More detailed information on data protection is available on our website.
§ 15 Secrecy
The Buyer is obliged to treat all information, know-how and other business secrets in connection with the execution of the respective order as strictly confidential and not to disclose any information, documents or other records to third parties without the express consent of Giebel FilTec. Giebel FilTec shall also treat documents of the purchaser confidentially.
§ 16 Provider identification
Comprehensive information about Giebel FilTec, such as the complete company name, address, commercial register number, VAT ID number and more can be found in the imprint of our website.
§ 17 Final Provisions
(1) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and the provisions of German private international law shall not apply.
(2) The transfer of rights and obligations of the purchaser to third parties is only possible with the prior written consent of Giebel FilTec.
(3) If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the place of business of Giebel FilTec. The same shall apply if the purchaser does not have a general place of jurisdiction in Germany or if its place of residence or habitual abode is unknown at the time the action is brought.
Giebel FilTec is also entitled to bring an action at the business headquarters of the purchaser.
(4) Should individual provisions of the contract with the purchaser, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.