Terms & Conditions

GENERAL TERMS AND CONDITIONS (GTC) – WE FUND IT GMBH

GTC OF WE FUND IT GMBH FOR USERS OF THE PLATFORM

STATUS: NOVEMBER 1, 2020

WE FUND IT GMBH, WITH REGISTERED OFFICE IN BERLIN, BUSINESS ADDRESS: HAUPTSTRASSE 47/1, 1ST FLOOR, D-10827 BERLIN (HEREINAFTER ALSO REFERRED TO AS “WE FUND IT”) OPERATES THE CROWDLENDING PLATFORM “WWW.WEFUNDIT.DE” (HEREINAFTER ALSO REFERRED TO AS THE “PLATFORM”). THE PLATFORM ENABLES VISITORS TO CALL UP INFORMATION PROVIDED BY PROJECT OWNERS ON INVESTMENT PROJECTS AND FINANCING AGREEMENTS AND, AFTER REGISTERING AS A USER, TO AGREE WITH THE PROJECT OWNERS ON THE CONCLUSION OF A SUBORDINATED LOAN WITH QUALIFIED SUBORDINATION FOR PARTICIPATION IN THE FINANCING OF THESE INVESTMENT PROJECTS AND TO AGREE WITH A TRUSTEE ON THE CONCLUSION OF A TRUST AGREEMENT FOR THE PURPOSE OF PROCESSING THE SUBORDINATED LOAN.

  1. DEFINITIONS

FOR THE PURPOSES OF THESE GENERAL TERMS AND CONDITIONS (“GTC”), THE FOLLOWING DEFINITIONS APPLY IN ADDITION TO THE TERMS DEFINED IN THE TEXT:

– “VISITOR” / “VISITOR TO THE PLATFORM”: ANY UNREGISTERED VISITOR TO THE PLATFORM.

– “USER” / “USERS OF THE PLATFORM”: VISITOR OF THE PLATFORM WHO HAS SUCCESSFULLY REGISTERED

– “INVESTORS.” USER OF THE PLATFORM WHO HAS CONCLUDED ONE OR MORE FINANCING AGREEMENTS VIA THE PLATFORM.

– “PROJECT OWNER”: A COMPANY WHICH, AS A BORROWER, RAISES CAPITAL FOR A (REAL ESTATE) PROJECT IN THE FORM OF A SUBORDINATED LOAN WITH QUALIFIED SUBORDINATION VIA THE PLATFORM FROM INVESTORS AS LENDERS, E.G. A PROPERTY DEVELOPER, A PROJECT DEVELOPER OR A PROJECT COMPANY USED SPECIFICALLY FOR AN INVESTMENT PROJECT. COMPANIES THAT DO NOT PLACE SPECIFIC INVESTMENT PROJECTS ON THE PLATFORM BUT PRESENT THEIR PROJECT TO BE FINANCED CAN ALSO QUALIFY.

– “INVESTMENT PROJECT”: MEANS ANY PROJECT DESCRIBED BY A PROJECT OWNER, IN PARTICULAR THE FINANCING, REFINANCING, RE-FINANCING, ACQUISITION, DEVELOPMENT AND/OR RENOVATION OF REAL ESTATE OR OTHER TYPES OF TANGIBLE ASSETS, COMPANIES OR FINANCING OBJECTS IN GENERAL.

– “FINANCING AGREEMENTS”: THE LOAN AGREEMENT FOR A SUBORDINATED LOAN WITH QUALIFIED SUBORDINATION FOR PARTICIPATION IN THE FINANCING OF THE INVESTMENT PROJECT BETWEEN THE INVESTOR AS LENDER AND THE PROJECT OWNER AS BORROWER AS WELL AS THE TRUST AGREEMENT BETWEEN THE INVESTOR AS SETTLOR AND AN EXTERNAL TRUSTEE FOR THE PURPOSE OF PROCESSING THE SUBORDINATED LOAN, THE CONCLUSION OF WHICH IS AFFECTED IN EACH CASE VIA THE PLATFORM.

  1. SCOPE OF APPLICATION

UPON SUCCESSFUL REGISTRATION, A CONTRACTUAL RELATIONSHIP IS ESTABLISHED BETWEEN WE FUND IT AND THE USERS OF THE PLATFORM IN ACCORDANCE WITH THESE GENERAL TERMS AND CONDITIONS FOR THE USE OF THE PLATFORM (“PLATFORM USAGE AGREEMENT”). THE LEGAL RELATIONSHIP BETWEEN WE FUND IT AND THE USERS OF THE PLATFORM IS GOVERNED EXCLUSIVELY BY THE FOLLOWING PROVISIONS OF THESE GTC.

  1. REGISTRATION

3.1. FOR FURTHER USE OF THE PLATFORM, VISITORS TO THE PLATFORM MUST REGISTER AS USERS BY PROVIDING THE TRUTHFUL PERSONAL DATA REQUESTED. NATURAL PERSONS ARE ONLY PERMITTED TO REGISTER IF THEY ARE AT LEAST 18 YEARS OF AGE AND HAVE UNLIMITED LEGAL CAPACITY. LEGAL ENTITIES MAY ONLY BE REGISTERED BY THEIR AUTHORIZED REPRESENTATIVES. REGISTRATION IS MANDATORY WITH CLEAR NAMES AND COMPLETE ADDRESS INFORMATION. MULTIPLE REGISTRATIONS ARE NOT PERMITTED. A LEGAL CLAIM TO REGISTRATION DOES NOT EXIST. WE FUND IT MAY, AT ITS OWN DISCRETION, REFUSE REGISTRATION WITHOUT GIVING REASONS AND MAY TERMINATE THE PLATFORM USAGE AGREEMENT IN ACCORDANCE WITH SECTION 6 OF THE GTC.

3.2. INVESTORS MUST BE RESIDENT IN A COUNTRY FROM WHICH OUR PAYMENT GATEWAY CAN VERIFY THE IDENTITY OF THE INVESTOR AND CAN SUCCESSFULLY COMPLETE THE KYC PROCESS AFTER SUCCESSFUL REGISTRATION AND PASSING THE KYC PROCESS, INVESTORS MAY ONLY USE THE PLATFORM ON THEIR OWN ACCOUNT. THE REGISTRATION IS PERSONAL AND MAY NOT BE TRANSFERRED.

AFTER REGISTRATION ON THE PLATFORM, WE FUND IT WILL SEND A CONFIRMATION EMAIL TO THE EMAIL ADDRESS PROVIDED BY THE USER. THE REGISTRATION WILL BE COMPLETED ONLY AFTER CONFIRMATION OF THE ACTIVATION LINK IN THE EMAIL.

3.3. THE REGISTRATION UNDER INDICATION OF INCORRECT DATA IS INADMISSIBLE AND CAN LEAD TO EXCLUSION FROM THE PLATFORM. WE FUND IT RESERVES THE RIGHT TO DELETE REGISTRATIONS CREATED WITH ONE-TIME EMAIL ADDRESSES (SO-CALLED “DISPOSABLE EMAIL ADDRESSES”) AS WELL AS REGISTRATIONS THAT HAVE NOT BEEN ACTIVATED WITHIN FOUR MONTHS AFTER CREATION WITHOUT PRIOR NOTICE.

3.4. USERS OF THE PLATFORM ARE OBLIGED TO KEEP THE INFORMATION PROVIDED DURING THE REGISTRATION PROCESS UP TO DATE AT ALL TIMES.

3.5. USERS OF THE PLATFORM CHOOSE A PASSWORD FOR THE REGISTERED ACCOUNT DURING REGISTRATION. USERS OF THE PLATFORM ARE OBLIGED TO ENSURE THAT THIS PASSWORD IS NOT MADE AVAILABLE TO THIRD PARTIES. EVERY USER OF THE PLATFORM IS RESPONSIBLE FOR ALL ACTIONS THAT ARE CARRIED OUT VIA HIS ACCOUNT. USERS OF THE PLATFORM ARE OBLIGED TO INFORM WE FUND IT IMMEDIATELY OF ANY KNOWLEDGE OF THEIR PASSWORD BY THIRD PARTIES AND ANY MISUSE OF THEIR ACCOUNT.

  1. USE OF THE PLATFORM

4.1. WE FUND IT ALLOWS VISITORS TO ACCESS INFORMATION PROVIDED BY PROJECT OWNERS ABOUT INVESTMENT PROJECTS AND FINANCING AGREEMENTS. FURTHERMORE, USERS OF THE PLATFORM HAVE THE POSSIBILITY TO ACCEPT OFFERS FOR THE CONCLUSION OF FINANCING AGREEMENTS VIA THESE OFFERS POSTED ON THE PLATFORM BY PROJECT OWNERS. IN DOING SO, THE USER DECLARES VIA THE PLATFORM THE BINDING ACCEPTANCE OF AN OFFER TO CONCLUDE A FINANCING AGREEMENT VIS-À-VIS THE PROJECT OWNER (REGARDING THE SUBORDINATED LOAN WITH QUALIFIED SUBORDINATION) AND VIS-À-VIS THE TRUSTEE (REGARDING THE TRUST AGREEMENT). THE CONTRACT IS CONCLUDED UPON RECEIPT OF THE RESPECTIVE ACCEPTANCE BY THE PROJECT OWNER OR THE TRUSTEE, IN EACH CASE WITH THE INVOLVEMENT OF WE FUND IT AS MESSENGER OF EXPLANATION.

4.2. WE FUND IT POINTS OUT THAT WE FUND IT ONLY CARRIES OUT THE LEGALLY REQUIRED ASSESSMENT OF APPROPRIATENESS (§ 16 PARA. 2 FINVERMV), BUT DOES NOT CHECK THE CREDITWORTHINESS OF THE PROJECT OWNERS, AND THAT WITH REGARD TO THE INFORMATION PROVIDED BY THE PROJECT OWNERS ON INVESTMENT PROJECTS AND FINANCING AGREEMENTS, ONLY A PLAUSIBILITY AND CONCLUSIVENESS CHECK OF THE OVERALL PICTURE IS CARRIED OUT. WE FUND IT ACTS ONLY AS A BROKER OF INVESTMENT PROJECTS, IN NO CASE WE GIVE A RECOMMENDATION FOR INVESTMENT OR ANY KIND OF INVESTMENT ADVICE. PROJECT OWNERS CAN USE THE PLATFORM TO MAKE INFORMATION ABOUT THEIR INVESTMENT PROJECT AVAILABLE TO INVESTORS. IN ANY CASE THE PROJECT OWNERS ARE LIABLE FOR THE INFORMATION THEY PRESENT ON THE PLATFORM.

IT IS THE SOLE RESPONSIBILITY OF THE INDIVIDUAL PROJECT OWNERS TO PROVIDE THE INFORMATION RELEVANT TO INVESTORS FOR THEIR DECISION TO CONCLUDE FINANCING AGREEMENTS ON THE PLATFORM. IN PARTICULAR, WE FUND IT DOES NOT EXAMINE WHETHER AND TO WHAT EXTENT THE CONCLUSION OF FINANCING AGREEMENTS REGARDING THE RESPECTIVE INVESTMENT PROJECT IS ECONOMICALLY REASONABLE FOR THE INDIVIDUAL INVESTOR. EACH INVESTOR MAKES THIS ASSESSMENT INDEPENDENTLY AND ON HIS OWN RESPONSIBILITY. THE USER IS EXPRESSLY REFERRED TO THE RISK WARNINGS CONTAINED IN THE RESPECTIVE OFFER DOCUMENTS FOR THE OFFERS OF THE PROJECT OWNERS. THE USER SHOULD ONLY DECLARE ACCEPTANCE IF HE HAS READ AND UNDERSTOOD THE RISK INFORMATION IN FULL.

4.3. THE PROJECT OWNER ALONE IS RESPONSIBLE FOR THE CORRECTNESS, COMPLETENESS AND TOPICALITY OF THE INFORMATION MADE AVAILABLE ON THE INVESTMENT PROJECTS AND FINANCING AGREEMENTS – ALSO DURING THE TERM OF THE FINANCING AGREEMENTS. THIS APPLIES IRRESPECTIVE OF THE APPROPRIATENESS AS WELL AS PLAUSIBILITY AND CONCLUSIVENESS CHECKS CARRIED OUT BY WE FUND IT IN ACCORDANCE WITH THE ABOVE PARAGRAPH 2. THE TECHNICAL PROVISION OF INFORMATION ON THE PLATFORM BY WE FUND IT AND THE POSSIBILITY OF CONCLUDING CONTRACTS VIA THE PLATFORM DOES NOT CONSTITUTE A RECOMMENDATION OR INVESTMENT ADVICE OR LEGAL OR TAX ADVICE BY WE FUND IT. USERS ARE URGENTLY ADVISED BEFORE CONCLUDING FINANCING AGREEMENTS TO SEEK ADVICE ON ECONOMIC, TAX AND LEGAL MATTERS, IN PARTICULAR FROM A LAWYER AND TAX ADVISOR.

4.4. USERS WHO HAVE DECIDED TO CONCLUDE FINANCING AGREEMENTS SUBMIT THE BINDING ACCEPTANCE OF THE OFFER TO CONCLUDE FINANCING AGREEMENTS VIA THE PLATFORM. THE FINANCING AGREEMENTS CONSIST OF A LOAN AGREEMENT FOR A SUBORDINATED LOAN WITH QUALIFIED SUBORDINATION, WHICH IS CONCLUDED WITH THE RESPECTIVE PROJECT OWNER, AND A RELATED TRUST AGREEMENT, WHICH IS CONCLUDED WITH AN EXTERNAL TRUSTEE. BEFORE SUBMITTING AN ACCEPTANCE OF AN OFFER TO CONCLUDE THE FINANCING AGREEMENTS VIA THE PLATFORM, THE INFORMATION CONTAINED IN THE REGISTRATION FORM MUST BE UPDATED.

4.5. PAYMENTS UNDER THE FINANCING AGREEMENTS SHALL BE PROCESSED EXCLUSIVELY THROUGH AN EXTERNAL PAYMENT SERVICE PROVIDER. WE FUND IT DOES NOT ITSELF ACCEPT AND/OR MAKE ANY PAYMENTS. WE USE LEMONWAY AS PAYMENT SERVICE PROVIDER.

4.6. THE USE OF THE PLATFORM IS FREE OF CHARGE FOR VISITORS, USERS AND INVESTORS.

4.7. IN CASE OF CONCLUSION OF FINANCING CONTRACTS WE FUND IT RECEIVES A COMMISSION FROM THE RESPECTIVE PROJECT OWNER. FOR INVESTORS THE MEDIATION OF THE CONCLUSION OF FINANCING CONTRACTS BY WE FUND IT IS FREE OF CHARGE.

4.8. ANY KIND OF COMMENTS, INFORMATION AND DOCUMENTS WITHIN THE FRAMEWORK OF THE PLATFORM OR THE ASSOCIATED BLOGS THAT VIOLATE APPLICABLE LAWS OR ARE OTHERWISE INAPPROPRIATE, IN PARTICULAR RACIST, PORNOGRAPHIC, INSULTING OR IMMORAL CONTENT, ARE NOT PERMITTED. VIOLATIONS OF THIS PROVISION CAN LEAD TO AN OBLIGATION TO PAY DAMAGES ON THE PART OF THE USER OF THE PLATFORM, TO THE DELETION OF THE AFFECTED CONTRIBUTIONS AND/OR TO THE IMMEDIATE EXCLUSION OF THE USER OF THE PLATFORM FROM FURTHER USE OF THE PLATFORM.

IF WE FUND IT PROVIDES LINKS ON THE PLATFORM TO WEBSITES OF THIRD PARTIES WITH FOREIGN CONTENT, THIS FOREIGN CONTENT WAS CHECKED AT THE TIME OF THE INITIAL LINKING TO SEE WHETHER IT WOULD TRIGGER CIVIL OR CRIMINAL LIABILITY. IT CANNOT BE RULED OUT THAT THE CONTENTS MAY SUBSEQUENTLY BE CHANGED BY THE RESPECTIVE PROVIDERS. WE FUND IT DOES NOT CONSTANTLY CHECK THE CONTENTS OF THE LINKED WEBSITES FOR CHANGES THAT COULD GIVE RISE TO NEW LIABILITY. USERS OF THE PLATFORM ARE RECOMMENDED TO INFORM THEMSELVES ON THE FORWARDED/LINKED PAGES ABOUT THE APPLICABLE TERMS AND CONDITIONS AND THE DATA PROTECTION DECLARATIONS/NOTICES OF THE RESPECTIVE PROVIDERS.

4.9. IF THERE ARE SIGNS OF MISUSE OF THE PLATFORM, ESPECIALLY IF CONTRACTS ARE CONCLUDED VIA THE PLATFORM WITHOUT FULFILMENT OF THE PAYMENT OBLIGATIONS ARISING FROM THE RELEVANT FINANCING AGREEMENTS, WE FUND IT RESERVES THE RIGHT TO EXCLUDE THE USER FROM USING THE PLATFORM WITH IMMEDIATE EFFECT.

4.10.WE FUND IT HAS THE RIGHT TO REDUCE, EXPAND OR OTHERWISE CHANGE THE SERVICES OFFERED TO USERS ON THE PLATFORM AT ANY TIME IF THIS BECOMES NECESSARY FOR GOOD CAUSE. GOOD CAUSE IS DEEMED TO EXIST IN PARTICULAR IF THE SERVICES VIOLATE A LEGAL PROHIBITION OR CAUSE SIGNIFICANT TAX DISADVANTAGES FOR WE FUND IT OR THE USERS OF THE PLATFORM OR SUFFER FROM SIGNIFICANT LEGAL DEFICIENCIES. HOWEVER, WE FUND IT IS NOT OBLIGED TO DO SO. THE USERS OF THE PLATFORM WILL BE INFORMED IN GOOD TIME BEFORE A CHANGE IN SERVICES BY EMAIL OR ON THE HOMEPAGE.

 

  1. LIABILITY

5.1. WE FUND IT IS LIABLE FOR SLIGHT NEGLIGENCE ONLY IN THE EVENT OF BREACH OF MATERIAL CONTRACTUAL OBLIGATIONS, I.E. THE BREACH OF OBLIGATIONS WHOSE FULFILLMENT IS ESSENTIAL TO THE PROPER EXECUTION OF THE PLATFORM USAGE AGREEMENT AND ON WHOSE COMPLIANCE THE CONTRACTING PARTNER MAY REGULARLY RELY (“CARDINAL OBLIGATION”). IN THE EVENT OF A SLIGHTLY NEGLIGENT BREACH OF A CARDINAL OBLIGATION, THE LIABILITY OF WE FUND IT IS LIMITED TO SUCH TYPICAL DAMAGE AND/OR SUCH TYPICAL SCOPE OF DAMAGE AS WAS FORESEEABLE AT THE TIME THE AGREEMENT WAS CONCLUDED.

5.2. THE ABOVE LIMITATIONS OF LIABILITY ALSO APPLY IN THE EVENT OF FAULT ON THE PART OF A VICARIOUS AGENT OF WE FUND IT AND TO THE PERSONAL LIABILITY OF EMPLOYEES, REPRESENTATIVES AND ORGANS OF WE FUND IT.

5.3. WE FUND IT IS NOT LIABLE FOR THE EFFECTIVENESS OF THE CONCLUDED FINANCING AGREEMENTS AS WELL AS FOR THE ECONOMIC SUCCESS OF THE FINANCING, THE FAILURE OF PAYMENTS AND THE RISK OF INSOLVENCY OF THE CONTRACTING PARTIES.

5.4. WE FUND IT DOES NOT ASSUME ANY LIABILITY FOR THE DATA AND INFORMATION PROVIDED ON THE PLATFORM BY PROJECT OWNERS, ESPECIALLY REGARDING INVESTMENT PROJECTS AS WELL AS FINANCING AGREEMENTS (SEE ALSO POINT 4.3 AND 4.4)

 

  1. TERM, TERMINATION

6.1. REGISTRATION ON THE PLATFORM IS FOR AN UNLIMITED PERIOD AND CAN BE TERMINATED BY WE FUND IT AND THE REGISTERED USER OF THE PLATFORM IN PRINCIPLE WITH A NOTICE PERIOD OF FIVE (5) WORKING DAYS. THE TERMINATION REQUIRES TEXT FORM (E.G. EMAIL, FAX, LETTER); THE REGISTERED USER OF THE PLATFORM CAN TERMINATE HIS REGISTRATION FOR EXAMPLE BY EMAIL TO INFO@WEFUNDIT.CO.

6.2. THE RIGHT TO TERMINATE FOR GOOD CAUSE REMAINS UNAFFECTED.

6.3. ANY EXISTING FINANCING AGREEMENTS WITH A PROJECT OWNER REMAIN UNAFFECTED BY A TERMINATION.

  1. AVAILABILITY OF THE PLATFORM

WE FUND IT STRIVES TO ACHIEVE COMPREHENSIVE AVAILABILITY OF THE PLATFORM WITHIN THE SCOPE OF WHAT IS TECHNICALLY AND ECONOMICALLY REASONABLE. HOWEVER, FOR TECHNICAL REASONS, USERS OF THE PLATFORM CANNOT BE GRANTED A CLAIM TO AVAILABILITY AT ALL TIMES. IN PARTICULAR, MAINTENANCE, SECURITY OR CAPACITY REASONS, AS WELL AS EVENTS BEYOND THE CONTROL OF WE FUND IT MAY LEAD TO TEMPORARY SUSPENSION OF THE SERVICES OFFERED AND THE AVAILABILITY OF THE PLATFORM. WE FUND IT ACCEPTS NO LIABILITY FOR TECHNICAL DIFFICULTIES EXPERIENCED BY USERS OF THE PLATFORM OR BY THIRD PARTIES. WE FUND IT RESERVES THE RIGHT TO TEMPORARILY RESTRICT ACCESS TO THE PLATFORM AT ANY TIME IF THIS IS NECESSARY IN VIEW OF CAPACITY LIMITS, THE SECURITY OF WE FUND IT’S SYSTEMS, THE IMPLEMENTATION OF TECHNICAL MEASURES OR FOR OTHER IMPORTANT REASONS.

  1. DATA PROTECTION, CONFIDENTIALITY

8.1. THE COLLECTION, PROCESSING AND USE OF PERSONAL DATA WITHIN THE SCOPE OF THE REGISTRATION IS CARRIED OUT IN STRICT COMPLIANCE WITH DATA PROTECTION REGULATIONS. MORE DETAILED INFORMATION ON THIS CAN BE FOUND IN THE DATA PROTECTION INFORMATION UNDER DATA PROTECTION, AVAILABLE AT WWW.WEFUNDIT.CO/GDPR

8.2. USERS OF THE PLATFORM OR INVESTORS MUST TREAT THE CONTENTS OF THE CONCLUDED FINANCING AGREEMENTS AS CONFIDENTIAL. INFORMATION ABOUT PROJECT OWNERS AND INVESTMENT PROJECTS MAY ONLY BE USED FOR THE PURPOSES PURSUED WITH THE PLATFORM AND STATED IN THESE GTC.

8.3. WE FUND IT WILL ONLY MAKE THE DATA PROVIDED BY USERS/INVESTORS AVAILABLE TO OTHER VISITORS/USERS/INVESTORS IF THE USER OF THE PLATFORM HAS GIVEN HIS CONSENT AND THE DATA DOES NOT VIOLATE LEGAL REGULATIONS OR THE GTC. WE FUND IT RESERVES THE RIGHT TO RANDOMLY CHECK THE DATA AND/OR INFORMATION AND DOCUMENTS OF USERS OF THE PLATFORM.

  1. FINAL PROVISIONS

9.1. WE FUND IT RESERVES THE RIGHT TO AMEND THESE TERMS AND CONDITIONS AT ANY TIME AND WITHOUT GIVING REASONS, WITH EFFECT FOR THE FUTURE. REGISTERED USERS OF THE PLATFORM WILL RECEIVE THE AMENDED GTCS BY E-MAIL NO LATER THAN FOUR (4) WEEKS BEFORE THEY COME INTO FORCE. WE FUND IT WILL ALSO DRAW ATTENTION TO THE AMENDMENT OF THESE GTC ON THE PLATFORM ITSELF. IF REGISTERED USERS OF THE PLATFORM DO NOT OBJECT TO THE VALIDITY OF THE AMENDED GTC WITHIN FOUR (4) WEEKS AFTER RECEIPT OF THE NOTIFICATION OF THE AMENDMENT OF THESE GTC, THE AMENDED GTC SHALL BE DEEMED ACCEPTED BY THEM. WE FUND IT WILL INFORM REGISTERED USERS OF THE PLATFORM SEPARATELY ABOUT THE LEGAL CONSEQUENCES OF SILENCE IN THE NOTIFICATION OF THE AMENDMENT OF THESE GTC.

9.2. THESE GTC AND THE LEGAL RELATIONSHIP BETWEEN WE FUND IT AND THE USERS/INVESTORS ARE SUBJECT TO THE LAW OF THE FEDERAL REPUBLIC OF GERMANY. THE STATUTORY PLACE OF JURISDICTION APPLIES.

9.3. SHOULD INDIVIDUAL PROVISIONS OF THESE GTC PROVE TO BE INVALID OR UNENFORCEABLE, THE VALIDITY OF THE REMAINING PROVISIONS OF THESE GTC SHALL NOT BE AFFECTED. IN SUCH A CASE, THE PARTIES ARE OBLIGED TO REPLACE THE INVALID OR UNENFORCEABLE PROVISION WITH A LEGALLY PERMISSIBLE PROVISION THAT ACHIEVES THE PURPOSE OF THE INVALID OR UNENFORCEABLE PROVISION, IN PARTICULAR WHAT THE PARTIES INTENDED, WITH THE CLOSEST POSSIBLE APPROXIMATION. THE SAME SHALL APPLY ACCORDINGLY IF A GAP REQUIRING SUPPLEMENTATION SHOULD ARISE DURING THE IMPLEMENTATION OF THE GTC.