1. GENERAL – SCOPE OF APPLICATION AND DEFINITIONS
1.1 These terms and conditions for Aftermarket (EMEA) sales and deliveries (”Federal-Mogul/Tenneco Sales T&C”) shall govern all sale of goods or work- and service performances by the acting Federal-Mogul/Tenneco company (”Federal-Mogul/Tenneco”) including future transactions and the phase of initiation of a transaction, contract negotiations, quotations submitted by Federal-Mogul/Tenneco to Customer or answers of Federal-Mogul/Tenneco to inquiries. Federal-Mogul/Tenneco Sales T&C apply exclusively. General terms and conditions of Customer conflicting with, being contradictory to or deviating from Federal-Mogul/Tenneco Sales T&C are not acknowledged by Federal-Mogul/Tenneco, unless expressly accepted in writing. This also applies where reference to Customer’s terms and conditions has been or was made or where Federal-Mogul/Tenneco did not object to them or, if Federal-Mogul/Tenneco – being aware of conflicting or deviating conditions of Customer – delivers without reservation. Federal-Mogul/Tenneco Sales T&C only apply vis-à-vis entrepreneurs, if the legal relationship belongs to the operation of the entrepreneur, and vis-à-vis enterprises.
1.2 ”Customer" as used in these Federal-Mogul/Tenneco Sales T&C is each buyer of Federal-Mogul/Tenneco products, work- or service performances (jointly "Products") based upon contractual agreement. Federal-Mogul/Tenneco and Customer are jointly ”Parties” and each individually ”Party”.
2. QUOTATIONS, OFFERS, PURCHASE ORDERS
2.1 Quotations or offers provided by Federal-Mogul/Tenneco are without engagement until Federal-Mogul/Tenneco’s final purchase order confirmation.
2.2 In case the quotation of Customer is a binding purchase order, Federal-Mogul/Tenneco is entitled to accept this purchase order within two weeks from receipt by sending a purchase order confirmation or by delivering the ordered Products.
2.3 Each purchase order is only valid for the market for which the Products are destined according to express agreement. Federal-Mogul/Tenneco has to be informed about the target market by Customer in advance. In the event Customer may not deliver into a target country, e.g., because of an embargo, he – upon Federal-Mogul/Tenneco’s request – has to return to Federal-Mogul/Tenneco the Products delivered. Any non-compliance herewith obligates Customer to compensate the damage incurred by FM.
2.4 In the event the purchase order is not based on an expressly in writing and signature agreed product – and/ or a material specification, or in the event reference is made to product- and/or material specifications used by Federal-Mogul/Tenneco, the respective work specifications applicable for these Products and materials at Federal-Mogul/Tenneco shall be agreed (”Federal-Mogul/Tenneco Specifications”) and solely applicable. Upon Customer request information about such specifications is provided. If Customer approves Products deviating from the particulars set out in the purchase order, these are deemed to be owed. Further information, e.g., in brochures, pamphlets, catalogues, etc., are not part of the contract unless expressly agreed upon in writing. These brochures, pamphlets, catalogues etc. do not contain any legally binding declarations and particularly do not constitute assured qualities, independent assurances (guarantees) otherwise or definite action directives. This also applies in case of standard- or conformity designations being used.
2.5 Solely the Customer decides in his own responsibility on the fitness of the Products to be delivered by FederalMogul/Tenneco for the purpose chosen by him or fitness of putting the Products into operation. A purpose of use of Federal-Mogul/Tenneco’s Products determined by Customer only becomes part of the contract if expressly agreed in writing. In case of resale nobody shall be permitted to make further statements and specifications or undertakings without Federal-Mogul/Tenneco’s prior written consent. Article 2.4 shall apply accordingly.
2.6 Customer assures traceability of Products delivered by Federal-Mogul/Tenneco. Customer shall not exercise a right to refuse performance in this regard. At any time, Federal-Mogul/Tenneco may request evidence on the keeping of proper documentation.
2.7 Customer has to inform Federal-Mogul/Tenneco in advance, if Products to be delivered by Federal-Mogul/Tenneco are to be used as a safety related part or a part requiring special documentation. He is liable to Federal-Mogul/Tenneco for all damages incurred due to the non-fulfillment of this obligation. The Products may not be used in aviation or in nuclear plants without prior written consent by Federal-Mogul/Tenneco.
2.8 Any illustrations, drawings, calculations and other documents, models or patterns related to the Products made available to Customer remain the sole property of Federal-Mogul/Tenneco. Federal-Mogul/Tenneco reserves all copyrights as well as all ownership rights therein. Any handing over of such documentation to third parties by Customer requires the prior express written consent of Federal-Mogul/Tenneco. The foregoing shall apply accordingly to any documents submitted by Customer to Federal-Mogul/Tenneco whereby Federal-Mogul/Tenneco is authorized to submit those documents to third parties which Federal-Mogul/Tenneco has permissibly subcontracted in delivery of services or goods for the fulfillment of its contractual obligations towards Customer.
3. PRICES, INVOICES AND PAYMENT CONDITIONS
3.1 Unless otherwise stated in the purchase order confirmation, Federal-Mogul/Tenneco’s prices are understood net as ex works (EXW INCOTERMS 2010) Federal-Mogul/Tenneco’s factory/warehouse. Products will be provided in standard packaging only. Any special packaging required by Customer for transport is not included in the price. As ex works, the price does also not include freight, transfer, insurance, customs, assembly and the applicable value added tax. The value added tax applicable on the date of invoicing will be shown in its legal amount separately on the invoice.
3.2 Unless otherwise agreed, Federal-Mogul/Tenneco’s claims are due net within 30 days as of date of invoice. No discounts are granted unless so agreed in writing. Federal-Mogul/Tenneco may request payment in advance or collateralization prior to delivery. In the event of default of Customer, Federal-Mogul/Tenneco is entitled to a default interest of at least 8% per annum over and above the applicable basic interest rate set by the central bank in the jurisdiction of Federal-Mogul/Tenneco. Federal-Mogul/Tenneco reserves the right to assert further damages.
3.3 Payments are only to be made in the currency determined in the invoice. Bills of exchange and checks will only be accepted subject to conclusion of separate agreement and only on account of payment. Any cost of discounting and charges for collection are to be borne by Customer.
3.4 Customer may only set off counterclaims which either have been expressly acknowledged by Federal-Mogul/Tenneco or are adjudicated by a non-appealable judicial decision. Customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same legal relationship. Customer is not entitled to a right of partial retention in cases of partial performance. Claims of Customer against Federal-Mogul/Tenneco may only be assigned or pledged with the express written consent of Federal-Mogul/Tenneco.
4 DELIVERY TIME AND DEFAULT IN DELIVERY
4.1 Timely delivery is subject to all documents, necessary authorizations and releases by Customer being provided to Federal-Mogul/Tenneco in due time as well as the abidance by the payment conditions and other obligations of Customer. If these obligations are not complied with, delivery times are prolonged appropriately except in cases, where Federal-Mogul/Tenneco is responsible for the delay.
4.2 Unless otherwise agreed and except for cases where a specific acceptance or assembly obligation has expressly been agreed upon, the delivery time is deemed to be met if readiness of the Products for collection by Customer or his freight carrier at Federal-Mogul/Tenneco’s factory has been announced by the expiration of the time period agreed for delivery.
4.3 Upon request of Federal-Mogul/Tenneco, the Customer is obliged to declare within an appropriate time frame, whether he still desires delivery of the Products despite the delay.
4.4 In the event that the collection of the Products by the Customer or his freight carrier is delayed upon request of the Customer for more than 2 (two) weeks after (i) the agreed delivery time or, (ii) in case a fixed delivery time has not been agreed, after having given notice of readiness, Federal-Mogul/Tenneco is allowed to invoice a storage charge amounting to 0.5 % (point five per cent) of the Product price per month, however not more than a total of 5% (five per cent) unless Customer proves lower damages on part of Federal-Mogul/Tenneco. The right of Federal-Mogul/Tenneco to claim proven damages in excess remains unaffected. After expiration of an appropriate time limit set by Federal-Mogul/Tenneco and due notification to Customer, Federal-Mogul/Tenneco is entitled to dispose of the Products otherwise and eventually deliver Products to Customer within an adequately prolonged time limit.
4.5 At any time, Federal-Mogul/Tenneco is entitled to have its delivery obligations fulfilled by an affiliated company Page 3 of 6 or to have the Products manufactured by an affiliated company. Affiliated company shall mean all legal entities, companies with limited liability, corporations and partnerships including limited partnerships which are directly or indirectly (i) controlled by Federal-Mogul/Tenneco, (ii) controlling Federal-Mogul/Tenneco or (iii) being under common control by a company which directly or indirectly controls Federal-Mogul/Tenneco. Control shall mean holding the majority of the shares or voting rights or otherwise being able to direct the affairs of such company.
5. DELIVERY, PASSING OF RISK
5.1 Unless otherwise stipulated in the purchase order confirmation, the delivery term ex works (EXW INCOTERMS 2010) at Federal-Mogul/Tenneco’s factory is agreed.
5.2 Partial deliveries are permissible to a reasonable extent.
5.3 The risk of loss, including accidental loss, passes with the dispatch of the Products, meaning the handing over of the Products to the Customer or his designated freight carrier, at Federal-Mogul/Tenneco’s factory. In case dispatch, if so agreed, is delayed for reasons the Customer is responsible for, the risk of loss passes to the Customer on the date which has been notified to Customer for dispatch but in no case prior to the originally agreed delivery date.Unless otherwise expressly agreed, the passing of the risk of loss is not affected even if Federal-Mogul/Tenneco should upon request and on the account of Customer arrange for insurance of the Products.
6. FORCE MAJEURE
6.1 In case of an event of force majeure or other unforeseen, extraordinary circumstances not due to either Party’s fault (interruption of business, strike, lockout, interventions by authorities, difficulties in power supply, pandemics, delayed supply of or supply of defective raw material, semi-finished or finished preliminary products necessary for the production of the Products, etc.) both Parties are released from rendering their obligations under the contract to the extent and for the duration of the impediment plus an appropriate start-up time thereafter. This also applies if such impediments occur at sub-suppliers. Either Party will inform the other Party without undue delay on the commencement and end of such impediments.
6.2 In the event the impediment lasts longer than six months either Party may withdraw from the contract.
6.3 In case delivery or performance becomes impossible or unreasonable for Federal-Mogul/Tenneco due to such impediments, Federal-Mogul/Tenneco is released from the delivery obligation. To the extent Federal-Mogul/Tenneco is released from the delivery obligation advance payments will be returned to Customer. Customer shall not be entitled to damages in case the delivery is delayed or in case Federal-Mogul/Tenneco is released from its obligations due to force majeure.
7. COLLATERAL, RIGHT OF RETENTION, SEIZURE BY THIRD PARTY
7.1 Federal-Mogul/Tenneco reserves all rights of ownership in the Products delivered until the purchase price for the Products has been duly paid. Federal-Mogul/Tenneco further reserves all rights of ownership in the Products until all payments outstanding in the business relationship with Customer have been duly settled. For as long as the title to the Products lies with Federal-Mogul/Tenneco, the Customer is not allowed to pledge, to assign or to transfer the Products as a collateral to a third party.
7.2 In case of a violation of the contract by the Customer, especially in case of delayed payment, Federal-Mogul/Tenneco is, after having granted an adequate time period for cure, entitled to take back and to utilize the Products. In case of successful utilization, the revenues less disbursements will be deducted from the debts of Customer. Retrieval of the Products by Federal-Mogul/Tenneco shall, however, not be construed as withdrawal from or rescission of the contract by Federal-Mogul/Tenneco.
7.3 For as long as the title to the Products lies with Federal-Mogul/Tenneco, Customer is obligated to handle the Products properly and to store them with appropriate care. Customer must clearly mark the Products as being the property of Federal-Mogul/Tenneco. Customer is further obligated to obtain at his own cost proper insurance for the Products at replacement value against damage by fire and water as well as against theft. Claims against the insurer are herewith assigned to Federal-Mogul/Tenneco. Federal-Mogul/Tenneco accepts such assignment. Customer directs insurer to perform payment only directly to Federal-Mogul/Tenneco. Necessary maintenance and inspection work must be carried out by Customer in due time at his own cost. In the event of seizures of or other interferences with the Products by third parties Customer has to inform Federal-Mogul/Tenneco in writing without undue delay, so that Federal-Mogul/Tenneco may take appropriate action to protect its property. Customer has to take all measures necessary for annulment and defense of such interventions and claims and to support Federal-Mogul/Tenneco in securing its rights in every manner, also in the name of Federal-Mogul/Tenneco. Customer must reimburse to Federal-Mogul/Tenneco any in court and out of court expenses which Federal-Mogul/Tenneco cannot recover in any Page 4 of 6 such proceeding.
7.4 Customer is entitled to sell the Products within the ordinary course of business and/or to resell them also during the time for which the title to the Products still lies with Federal-Mogul/Tenneco, provided, however, Customer receives complete payment from his business partners at the time of transfer of ownership or sells and transfers the Products to his business partners also only under retention of title. Independent of whether the Products are sold onward by Customer after further processing or not, Customer assigns to Federal-Mogul/Tenneco already now the receivables accruing in such onward sales against his business partners up to the amount invoiced by Federal-Mogul/Tenneco (including value added tax). If the Customer has established a current account agreement with his business partners, the assignment shall extent to the acknowledged balance or in case of insolvency of such business partner to the actual balance. Customer remains authorized to collect these receivables even after assignment. The right of Federal-Mogul/Tenneco to collect these receivables remains unaffected. Federal-Mogul/Tenneco shall not collect these receivables as long as the Customer duly fulfills his payment obligations vis-à-vis Federal-Mogul/Tenneco and has not filed for the opening of bankruptcy proceedings or suspended its payments altogether. Should the Customer fail to fulfill his obligations as described before Federal-Mogul/Tenneco can request from Customer that all assigned claims and debtors are named along with all details necessary for collection, the relevant documents are handed over and that his business partners are informed about the assignment. Customer herewith also assigns all claims under bills of exchange that are given by Customer’s business partners for a sale of the property of Federal-Mogul/Tenneco to them. Federal-Mogul/Tenneco may also claim at any time from Customer that the bills of exchange are handed over and endorsed. Federal-Mogul/Tenneco is at any time entitled to notify third parties of the abovementioned assignment. All assignments are herewith accepted by Federal-Mogul/Tenneco.
7.5 Upon request of Customer, Federal-Mogul/Tenneco shall release the securities granted to it in accordance with applicable law in case of over-collateralization. The choice of securities to be released is at the discretion of Federal-Mogul/Tenneco.
7.6 In countries where an “Extended Retention of Title” does legally not exist only the “Retention of Title” applies, and parties shall agree on appropriate substitute for the “Extended Retention of title” as the case may be.
8 WARRANTY CLAIMS
8.1 In the event the purchase order is not based on an expressly in writing and signature agreed product – and/ or a material specification, or in the event reference is made to product- and/or material specifications used by Federal-Mogul/Tenneco the respective work specifications applicable for these Products and materials at Federal-Mogul/Tenneco shall be agreed (”Federal-Mogul/Tenneco Specifications”) and solely applicable. Upon request Federal-Mogul/Tenneco will provide to Customer information on the Federal-Mogul/Tenneco Specifications. The particulars fixed in the Federal-Mogul/Tenneco Specifications determine exclusively the performance obligation as to the Products. In case Customer approves Products differing from the purchase order stipulations, these are deemed to be owed. It is Customer’s sole responsibility to provide to Federal-Mogul/Tenneco accurate and complete purchase order stipulations and the documents related thereto. The Federal-Mogul/Tenneco Specifications or references to norms labeling or conformity labeling do not constitute a guarantee granted by Federal-Mogul/Tenneco. Guarantees will only be granted in express written declarations. Moreover, drawings and technical stipulations or documentation, do not give rise to any guarantee or constitute any assured qualities or can otherwise be a basis for claims against Federal-Mogul/Tenneco unless expressly agreed in writing in advance. Any potential assurance of customer to third parties as to Federal-Mogul/Tenneco supplied products, not approved by Federal-Mogul/Tenneco is invalid and customer shall be solely liable for such kind of assurances towards third parties and towards Federal-Mogul/Tenneco.
8.2 Customer undertakes to inspect the delivered Products without undue delay and to give to FederalMogul/Tenneco notice of a defect in writing by explaining its nature and extent. Apparent defects must be notified within 10 days after delivery, and defects which are despite proper examination not apparently detectable, within 10 days after their detection. In case Customer fails to give notice of a defect within these time limits, Customer shall not be entitled to claims and rights based on these defects.
8.3 Upon claiming a defect, the Customer is first of all obliged to immediately provide to Federal-Mogul/Tenneco the defective Products along with the entire corresponding documentation, any analysis carried out as well as information concerning maintenance, storage, utilization of any machinery, handling and delivery of the Products concerned. Upon request of Federal-Mogul/Tenneco, the Customer allows inspection on his site as to the storage or manufacturing processes used for or applied to the Products or other impacts the Products are exposed to. FM assumes no liability as to defects occurring due to processing or remedy or misuse by the Customer, as well as due to wear and tear.
8.4 If the Products show a defect within the limitation period prescribed by Article 9.6 below for its cause Federal- Page 5 of 6 Mogul/Tenneco at the time of the passing of the risk is responsible, the Customer shall have the right to claim supplementary performance by way of, at Federal-Mogul/Tenneco’s sole discretion, either removal of defect or replacement of the Products. In case of removal Federal-Mogul/Tenneco is obliged to reimburse the proven necessary expenses arising from the purpose of removal, especially transport and transportation charges, labor, and material costs but only insofar and to the extent these are not increased due to the Products having been transferred to a place different from the place of delivery, unless such transfer is in accordance with the specified use of the Products. Federal-Mogul/Tenneco is entitled to subsequent improvement or replacement delivery also in case of material defects.
8.5 In case supplementary performance fails due to Federal-Mogul/Tenneco’s responsibility, the Customer is entitled to charge to Federal-Mogul/Tenneco cost according to the portion corresponding to the defect Products’ purchase price. In case the breach of duty on the part of Federal-Mogul/Tenneco is essential, the Customer may withdraw from the contract. Any unilateral deduction from the purchase price is subject to prior agreement with Federal-Mogul/Tenneco in writing.
8.6 After coordinating with us, Customer has to grant the necessary time and possibility allowing Federal-Mogul/Tenneco to carry out all subsequent improvement and replacement deliveries deemed necessary by Federal-Mogul/Tenneco in its sole discretion. Otherwise, Federal-Mogul/Tenneco is released from the consequences of damages possibly caused by not having conducted such improvement or replacement delivery.
8.7 Subject to Article 9 below, claims for damages or compensation claims for expenditures are excluded unless expressly provided for in Article 8.1 through 8.6.
9 GENERAL LIABILITY, LIMITATION OF LIABILITY AND LIMITATION PERIODS
9.1 FM is liable for reimbursement of claimed and proven expenses – to the extent it is proven to be caused by a failure of Federal-Mogul/Tenneco – under applicable law, if the claim is based on intent or gross negligence by Federal-Mogul/Tenneco, its representatives or its vicarious agents. In case of a grossly negligent violation of the contract, however, liability shall be limited to foreseeable and typical damages.
9.2 Federal-Mogul/Tenneco is liable under applicable law for culpable breaches of essential contractual obligations. Essential contractual obligations shall be deemed to exist if their fulfillment makes the proper execution of the agreement possible in the first place and if the Customer may regularly rely on their fulfillment or if their violation restricts the rights of the Customer which this agreement has just granted him according to content and purpose. In these cases, however, liability shall be limited to foreseeable and typical damages.
9.3 Liability for culpable injury of life, body or health remains unaffected. The same shall apply to mandatory liability under applicable product liability laws.
9.4 Any claims of Customer for damage or compensation for expenditures going beyond those laid out in these Federal-Mogul/Tenneco Sales T&C – irrelevant for which reason, especially for the breach of an obligation under the contract or out of tort – are excluded. This shall not apply in case of damages to health, bodily injury or bodily injury followed by death as well as in cases of intentional or grossly negligent breach of duty caused by Federal-Mogul/Tenneco, its representatives or its vicarious agents.
9.5 All obligations of Federal-Mogul/Tenneco to reimburse or indemnify Customer hereunder must be expressly accepted by Federal-Mogul/Tenneco in accordance with the terms hereof. Debit notes, invoices, set-off or similar statements by Customer without such prior acceptance are hereby rejected. Federal-Mogul/Tenneco shall not be obliged to an individual rejection of such declarations by Customer.
9.6 All claims of Customer under these Federal-Mogul/Tenneco Sales T&C for damages or compensation become time barred after one year from delivery of the Products to Customer in all other cases. This shall not apply if and to the extent mandatory law provides for longer time periods.
9.7 As far as the liability of Federal-Mogul/Tenneco is excluded or limited this applies as well to the liability of the employees, staff members, representatives and vicarious agents of Federal-Mogul/Tenneco.
9.8 Customer undertakes to maintain sufficient insurance coverage for liability cases, especially fault and no-fault insurance. Customer has to inform his insurer of his obligations hereunder.
9.9 Customer shall comply with all applicable laws and regulations of the country(ies) of destination and shall ensure Page 6 of 6 the retraceability of the Products during the sales process to its customers.
Customer agrees to treat confidential all knowledge and information from the business relationship with Federal-Mogul/Tenneco which is not in the public domain. Customer agrees to impose these obligations as his own upon third parties involved by him. Customer is liable to Federal-Mogul/Tenneco for all damages arising from the violation of this obligation. A continued violation of this obligation shall not be considered a continuous offence especially where such continuous offence could give rise to arguments against causation of continuing damages by Customer. The confidentiality obligation hereunder constitutes an independent legal duty also after the termination of the business relationship with Federal-Mogul/Tenneco.
11. WAIVER, MODIFICATION
No waiver of any right under any of the provision in these Federal-Mogul/Tenneco Sales T&C will constitute a waiver of any other right hereunder. These Federal-Mogul/Tenneco Sales T&C may only be modified in writing signed by authorized representatives of Federal-Mogul/Tenneco and Customer.
12. (EXPORT) COMPLIANCE
Customer will comply with, and will ensure to comply with, all applicable Laws and provisions of Federal-Mogul/Tenneco’s Code of Conduct (accessible at https://www.tenneco.com/governance/code_of_conduct/) or a substantially similar code of conduct. Unless otherwise provided in this Agreement, Customer will obtain all permits, licenses, approvals and similar rights required to be obtained from any governmental authority for the performance of Customer’s obligations under this Agreement, including for any import or export of Products. Upon Federal-Mogul/Tenneco’s request, Customer will provide Federal-Mogul/Tenneco, in such form as Federal-Mogul/Tenneco may reasonably request: (a) certification of Customer’s compliance with applicable Laws, (b) any additional information to allow Federal-Mogul/Tenneco to comply with or assert rights under applicable Law, or (c) information sufficient to enable Federal-Mogul/Tenneco to timely comply with due diligence requirements. Customer shall not take any action that would, or fail to take any action, where such failure would, directly or indirectly result in or constitute a violation by the Customer or Federal-Mogul/Tenneco of any applicable law, treaty, ruling or regulation. Neither Customer nor any person acting on its behalf shall seek, accept, offer, promise or give any payments, fees, loans, services or gifts from or to any person or firm (a) as a condition of doing business with Distributor or Tenneco, or (b) as a condition or result of selling, purchasing or otherwise marketing the Products. Neither Distributor nor any person acting on Distributor’s behalf shall make, directly or indirectly, any offer or promise or authorization of a bribe, kickback, payoff or any other payment or gift intended to improperly influence an agent, government official, political party or candidate for public office to exercise their discretionary authority or influence, including in order to assist in the sale, marketing, promotion, importation, licensing or distribution of the Products. Customer shall maintain for at least two (2) years and make readily available to Federal-Mogul/Tenneco or its duly authorized representatives at any time during normal business hours, books, records and accounts prepared in accordance with generally accepted accounting principles that accurately and completely reflect the nature of every transaction related to the performance of Customer’s duties towards Federal-Mogul/Tenneco. In connection with its purchase, receipt, use, resale, or transfer of the Products, Customer agrees to comply fully with all applicable laws and regulations related to export controls and economic sanctions. Without limiting the generality of the foregoing, Customer shall not directly or indirectly, without prior authorization as required by applicable law: order, procure, import, export, reexport, transfer, divert, transport, sell, or otherwise dispose of the Products whether alone or incorporated into other items: (a) to or via any person, firm or entity, subject to economic sanctions, or any other person acting on behalf of such person; (b) to or via any country or territory subject to economic sanctions which would restrict the export or reexport a Product to such destination, including entities or persons in or acting on behalf of such countries; or (c) for any activity or use prohibited by applicable law, including without limitation proliferation-related purposes.
13. APPLICABLE LAW, VENUE
13.1 The legal relationship between the Parties will be governed exclusively by the local laws applicable at the principle place of business of the respective Federal-Mogul/Tenneco legal entity confirming Customer’s purchase order, without recourse to the rules on conflict of laws or international agreements such as the Convention on Contracts for the International Sale of Goods (CISG).
13.2 If the Customer is an entrepreneur or company, Federal-Mogul/Tenneco’s principal place of business (registered office) shall be the place of proper fulfillment and place of venue; however, Federal-Mogul/Tenneco is entitled to institute legal proceedings against the Customer in any courts having jurisdiction over him.
Should any provision of these Federal-Mogul/Tenneco Sales T&C be or become invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected thereby. If any provision is invalid, Federal-Mogul/Tenneco and the Customer shall agree on a valid provision that comes as close as possible to the original provision in legal and economic terms.