Terms and Conditions

1 Scope of Application

1.1 The following general terms and conditions ("GTC") apply to all orders, sales, services and offers – including future ones – of XFAIR GmbH, in particular in connection with:

• Technical installation, equipment and operation of trade fair stands and related temporary provision of items, in particular IT hardware (hereinafter referred to as "rental property") and software (hereinafter referred to as "contract software") as well as provision of services (hereinafter the totality of all services is referred to as "trade fair services"); Unless expressly agreed otherwise, the "trade fair services" are provided under a single contract, with in particular work, service and/or rental contract components.
• (Re-)sale of IT hardware (hereinafter referred to as "goods sales").

1.2 By placing an order, the customer acknowledges the following conditions. Only these GTC apply, even if the customer's order contains restrictions or additions to the contrary and XFAIR GmbH does not expressly object to these. The application of deviating general terms and conditions of the customer is excluded. Something else only applies if and insofar as XFAIR GmbH expressly agrees in text form to the inclusion of the customer's terms and conditions.

1.3 The sales conditions only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

1.4 The GTC apply in the version valid at the time of the customer's order as a framework agreement (§ 305 para. 3 BGB) also for similar future offers and contracts, in particular for future trade fair services and/or future goods sales, without XFAIR GmbH having to refer to them again.

2 Offer, Conclusion of Contract and Limitation of Power of Representation, Subcontractors

2.1 All product and service descriptions of XFAIR GmbH, including information on type of execution, price, delivery time and delivery options, regardless of the form, e.g. as individual product and/or service description for the customer in text form, in online sales, in catalogs or price lists or on flyers, do not constitute a legally binding offer to conclude a contract, but only serve for the customer to submit a binding offer (invitatio ad offerendum). They are issued by XFAIR GmbH without obligation and are non-binding. The invitatio ad offerendum is addressed exclusively to entrepreneurs within the meaning of § 14 BGB.

2.2 Property rights, copyrights and industrial property rights to cost estimates, illustrations, drawings or other documents are reserved. Disclosure to third parties is only permitted with written consent. An order does not establish a claim to the transfer of such rights.

2.3 By ordering the desired goods and/or services, the customer makes a legally binding offer to conclude a contract (contract offer).

2.4 At the same time as the contract offer, the customer declares that they are an entrepreneur within the meaning of § 14 BGB.

2.5 If contact, contract initiation and processing takes place electronically by email, the customer is obligated to provide a correct email address at which they can receive emails sent by XFAIR GmbH. They must ensure that all emails from XFAIR GmbH can be delivered despite the use of spam filters.

2.6 Confirmations of receipt of orders and/or orders sent by XFAIR GmbH and any subsequent status reports only serve to inform the customer and do not yet constitute acceptance of the customer's contract offer.

2.7 XFAIR GmbH is entitled to accept the customer's contract offer within one week of receipt, unless the customer has expressly stated a shorter binding period for their offer. The contract with the customer is concluded upon receipt of the unconditional order confirmation in text form. If this has not occurred by then, the execution of the commissioned trade fair services and/or, in the case of goods sales, the shipping confirmation and/or the timely delivery of the ordered goods also count as order confirmation. After expiry of the acceptance period without issuing an order confirmation, the customer's offer is deemed to have been rejected.

2.8 Unless expressly agreed otherwise, necessary installation and setup work for goods sales is not part of the scope of services owed by XFAIR GmbH.

2.9 XFAIR GmbH reserves the right to reject the acceptance of contract offers from the customer, in particular after checking the customer's creditworthiness.

2.10 Legal representatives of XFAIR GmbH have no authority to assume guarantees or to make agreements that deviate from these terms and conditions. Such agreements with representatives always require written confirmation by the managing directors and/or authorized signatories of XFAIR GmbH to be effective.

2.11 XFAIR GmbH is entitled to use other persons or companies to fulfill its service obligations. In any case of subcontracting or involvement of third parties, XFAIR GmbH remains responsible to the customer for the proper fulfillment of the contractual services.

3 Right of Modification and Withdrawal Rights

3.1 All dimensions, weights, data and illustrations specified in the product and service descriptions of XFAIR GmbH are non-binding and only approximate values. Deviations are permitted within reasonable limits. In particular, color tones may differ from the actual color tone due to screen and printing technology. If the customer wishes for greater accuracy, they can indicate this when ordering, and this will be taken into account as best as possible in the selection.

3.2 Changes to models, constructions and/or equipment are also reserved, provided that the contractual object does not undergo any unreasonable change for the customer. XFAIR GmbH will not make any changes, but cannot prevent the respective manufacturers from making such changes.

3.3 XFAIR GmbH expressly does not assume any procurement risk. Should XFAIR GmbH be unable to fulfill its service obligations under the contract with the customer due to non-delivery by suppliers, both parties are entitled to withdraw from the contract.

3.4 If the customer refuses to accept the ordered goods and/or services after expiry of a reasonable period set by XFAIR GmbH, or expressly declares in advance that they do not wish to accept (refusal of acceptance), XFAIR GmbH is entitled to withdraw from the contract and/or to demand damages instead of performance. Refusal of acceptance also applies if the customer does not comply with the cooperation obligations necessary for services of XFAIR GmbH despite a request in text form. For compensation of the damage resulting from the refusal of acceptance, XFAIR GmbH is entitled to demand a lump sum of 10% of the contract value from the customer. The assertion of further claims for damages, to which the lump sum is to be credited, remains unaffected. The above rights of XFAIR GmbH do not exist if the refusal of acceptance is justified.

3.5 XFAIR GmbH may also withdraw from the contract if payment cessation, the opening of insolvency or judicial composition proceedings, the rejection of the insolvency application due to lack of assets, bill of exchange or check protests, or other concrete indications of deterioration in the customer's financial situation become known. XFAIR GmbH may also withdraw from the contract with the customer if the customer, contrary to Section 2.4, is not an entrepreneur within the meaning of § 14 BGB. The statutory withdrawal rights of XFAIR GmbH remain unaffected by this.

4 Delivery / Transfer of Risk / Partial Deliveries / Delivery Period / Default of Acceptance

4.1 For trade fair services of XFAIR GmbH, the following applies to handover, acceptance and transfer of risk: Unless otherwise agreed, XFAIR GmbH provides the agreed trade fair services at the premises of XFAIR GmbH and/or at the agreed trade fair stand (place of use). After completion of the technical installation and equipment of the trade fair stand by XFAIR GmbH, the rental property and the contract software are handed over and made available to the customer for temporary use. The customer is obligated to participate in and cooperate with the handover at the handover date determined by XFAIR GmbH with reasonable notice. Insofar as service components of the trade fair services have a work contract character, so that §§ 631 ff. BGB apply to them, the customer is also obligated to accept these upon handover. Acceptance cannot be refused due to minor defects. Should the handover and acceptance be delayed for reasons not attributable to XFAIR GmbH, the acceptance of service components with a work contract character as well as the handover of the rental property and the provision of the contract software in connection with the trade fair services shall be deemed to have occurred at the latest upon commencement of use of the trade fair services by the customer.

4.2 For goods sales by XFAIR GmbH, the following applies to handover and transfer of risk:

4.2.1 If the customer picks up goods sold at the premises of XFAIR GmbH or at another location designated by it (warehouse, affiliated company), the risk of accidental loss or accidental deterioration passes to the customer upon handover of the goods.

4.2.2 Shipment of goods sold to the destination specified by the customer is always at the customer's risk. The customer is obligated to provide a correct delivery address to which delivery is possible. The risk of loss or damage to the goods passes from XFAIR GmbH to the customer as soon as the goods are handed over to the logistics company. The goods are generally insured by XFAIR GmbH for the full value of the goods, unless the customer objects to the transport insurance in good time before handover of the goods to the transport company. The customer bears the costs incurred for transport including insurance in accordance with Section 5.4. To preserve any claims against the transport insurer, damages and losses must be reported to XFAIR GmbH by the customer immediately after delivery of the shipments, with a damage report from the transport company enclosed.

4.3 XFAIR GmbH is entitled to make partial deliveries and/or partial invoices within the agreed service periods. For the shipping costs incurred, Section 5.6 applies.

4.4 Service times/dates for trade fair services and goods sales (delivery periods) indicated by XFAIR GmbH are always only approximate, unless a fixed delivery period or a fixed service date has been expressly promised or agreed in the order confirmation, or in the case of trade fair services, the latest service date results from the fixed event date.

4.5 Delivery periods and dates are subject to timely self-delivery in all cases in which XFAIR GmbH has concluded a specific covering transaction and is not responsible for the timely availability.

4.6 XFAIR GmbH is not responsible for delivery and service delays due to force majeure and due to events that make delivery and service not only temporarily significantly more difficult or impossible for XFAIR GmbH – this includes in particular operational disruptions, strikes, lockouts, official orders, raw material shortages, illness, pandemics, epidemics, even if they occur at suppliers of XFAIR GmbH or their sub-suppliers (impediments), even in the case of bindingly agreed deadlines and dates. They entitle XFAIR GmbH to postpone deliveries and/or services to the extent of the effect of the impediment during its duration plus a reasonable start-up time. XFAIR GmbH is also entitled to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.

4.7 If the impediment within the meaning of Section 4.6 lasts longer than three months from the shipping and/or service date bindingly promised by XFAIR GmbH, the customer is also entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. In the case of trade fair services, the customer is entitled to withdraw earlier with regard to the part not yet fulfilled, insofar as waiting cannot be expected of the customer, in particular due to a fixed event date or due to the cancellation or postponement of the event, weighing the interests of both contracting parties. If the service period is extended due to an impediment or if XFAIR GmbH is released from its service obligation, the customer cannot derive any claims for damages from this. XFAIR GmbH can only invoke the above circumstances if it notifies the customer of the impediment without delay.

4.8 If the customer is in default of acceptance or violates other cooperation obligations, XFAIR GmbH is entitled to reasonably extend the service period and/or to charge the resulting damage, e.g. additional costs arising from delay, interruption and/or additional effort. The customer's cooperation obligations include in particular: providing a correct email address and keeping it available for the delivery of emails, providing the correct delivery/service address and/or the trade fair stand location, the – in each case timely – answering of all inquiries, the sending of all necessary or requested information, including planning documents required for the order and the granting of approvals or permits by the customer, the timely and unrestricted granting of access to the trade fair stand location and the provision of the basic technical connections or cable networks at the trade fair stand location.

5 Prices

5.1 The prices agreed at the time of contract conclusion apply. If no price is expressly agreed, the current price list of XFAIR GmbH applies. As a matter of principle, no discount is granted unless expressly agreed otherwise. The current price list is available at any time on request. Printing errors, price changes and errors are reserved.

5.2 If a price is not agreed as fixed (i.e. unchangeable) and the service is agreed for a later date than 4 months after contract conclusion, XFAIR GmbH is entitled to charge the prices generally prevailing on the market at the time of service (market price). The price list of XFAIR GmbH current at the time of service is deemed to be the market price in the above sense.

5.3 XFAIR GmbH reserves the right to adjust its prices appropriately if unforeseeable cost changes occur, in particular due to exchange rate fluctuations, delivery or material price changes.

5.4 All price quotations for goods deliveries and trade fair services are understood, in the absence of deviating agreements, plus packaging, transport, transport insurance and other insurance, as well as always plus the VAT legally owed due to the service. The VAT due in accordance with statutory regulations is always charged additionally.

5.5 The services of XFAIR GmbH are subject to VAT. The customer is obligated to pay the legally owed VAT in addition to the agreed fees. Insofar as the service is not subject to VAT according to tax regulations, the customer must provide all evidence or information that is necessary under VAT regulations so that XFAIR GmbH can reliably provide the evidence in the required form to the competent tax authorities. If this evidence and information is missing or is not provided in a timely manner, XFAIR GmbH reserves the right not to perform or to assert claims for damages. If the customer does not provide or does not provide the evidence and information in a timely manner, XFAIR GmbH is entitled to withdraw from the contract and/or to assert claims for damages. Insofar as subsequent proof is possible, XFAIR GmbH must set a reasonable period for the provision of evidence or information. The damages amount to the amount of VAT legally owed by XFAIR GmbH. The assertion of further damages, in particular interest damage or legal proceedings against the tax authorities, is reserved.

5.6 For partial deliveries in connection with goods sales that are initiated or offered by XFAIR GmbH, subsequent deliveries are made free of shipping costs. For special customer requests for splitting the delivery, the additional shipping costs arising from partial deliveries will be charged additionally to the customer.

5.7 Insofar as necessary for trade fair services, supply connections, in particular for electricity, computer networks or internet, are provided free of charge by the customer.

6 Payments / Set-off / Right of Retention

6.1 Unless otherwise agreed, invoices are due for payment immediately without deduction within 30 days of receipt of invoice.

6.2 XFAIR GmbH is entitled to demand an appropriate down payment or advance payment as well as progress payments for the remuneration owed by the customer for trade fair services. Unless otherwise agreed, 50% of the order price is due for payment upon placing the order.

6.3 Payments with discharging effect can only be made directly to the bank account specified by XFAIR GmbH in the invoice.

6.4 If the customer makes payments without indicating the relevant invoice and customer number on the transfer form and, in the case of payment of several invoices, also the amount of the individual invoice amounts, XFAIR GmbH is entitled to credit the received amount to the customer's outstanding liabilities in accordance with §§ 366 (2), 367 (1) BGB.

6.5 Costs arising from the reversal of a payment transaction due to lack of cover or due to incorrectly transmitted data by the customer will be charged to the customer.

6.6 Checks are only accepted by XFAIR GmbH on account of performance and can be returned at any time.

6.7 In the event of late payment, XFAIR GmbH is entitled to charge interest at the rate of 9 percentage points above the respective base interest rate.

6.8 The customer is only entitled to set-off if their counterclaims have been legally established, are undisputed or have been acknowledged by XFAIR GmbH. The customer is only authorized to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.

7 Assignability of Claims

The customer is not entitled to assign their claims from the contract.

8 Customer Obligations for Trade Fair Services

8.1 From the handover of the rental property in connection with the trade fair services pursuant to Section 4.1, the customer is obligated to:

8.1.1 only use the rental property within the meaning of these GTC as intended and in accordance with the operating instructions, to handle it properly with the greatest possible care and to protect it from overuse;

8.1.2 when using customer personnel, to only allow reliable persons who have been sufficiently instructed by the customer and/or trained by XFAIR GmbH to use the rental property;

8.1.3 to comply with their duty of care, in particular to take precautions and protective measures against damage or destruction, theft, and other unauthorized acts by third parties, taking into account the general and special hazards of the environment of the agreed place of use. The duty of care lasts until the return of the rental property to XFAIR GmbH. XFAIR GmbH is entitled, at its reasonable discretion, to demand from the customer the payment of a deposit in a reasonable amount and/or the conclusion of insurance against the above risks and/or to take out insurance itself at the customer's expense.

8.1.4 to demonstrate the respective location or place of use of the rental property to XFAIR GmbH upon request. The use of the rental property outside the agreed place of use always requires the consent of XFAIR GmbH in text form.

8.2 The customer may not sublet the rental property or otherwise make it available to third parties for use without the written permission of XFAIR GmbH.

8.3 Any ownership notices on the rental property may neither be removed nor covered.

8.4 In the event that third parties assert rights in the form of attachments or other rights to the rental property, the customer is obligated to inform XFAIR GmbH immediately of the time, type, location of the attachment and the third party claiming the lien and to inform the third party of the ownership situation and the existing contractual relationship with XFAIR GmbH.

8.5 The customer's cooperation obligations pursuant to Section 4.8 remain unaffected.

9 End of Trade Fair Services, Return of Rental Property

9.1 Upon termination of the agreed period of use, but at the latest at the end of the trade fair services, the customer will return the respective rental property together with all accessories and documents completely, cleaned and free of damage caused by the customer to XFAIR GmbH at the customer's expense. If the return of the rental property does not occur, does not occur completely or does not occur in the condition described above for reasons attributable to the customer, XFAIR GmbH is entitled to restore the owed return condition at the customer's expense and/or to demand compensation for damages.

9.2 For collection by XFAIR GmbH or a third party commissioned by XFAIR GmbH at the place of use, the rental property must be made ready for transport by the customer at the agreed time, otherwise waiting times or expenses for establishing transportability will be charged separately by XFAIR GmbH on proof.

9.3 If the return cannot be carried out due to circumstances attributable to the customer, XFAIR GmbH is entitled to compensation for use for the duration of the withholding. The assertion of further damages by XFAIR GmbH remains unaffected.

10 Ownership in Trade Fair Services / Retention of Title in Goods Sales

10.1 It is clarified that trade fair services do not establish any claim by the customer to transfer of ownership of the rental property.

10.2 The following retention of title applies to goods sales:

10.2.1 All goods delivered by XFAIR GmbH for the purpose of goods sales remain its property until the customer has paid all its liabilities from the purchase contract for the delivered goods. This also applies to conditional claims. Towards merchants, the retention of title exists until all liabilities from the business relationship with the customer have been fulfilled.

10.2.2 During the period of retention of title, pledging, transfer by way of security and resale are prohibited. The customer is obligated to handle the goods with care. Damage to or loss of the goods must be reported by the customer immediately.

10.2.3 Access by third parties to goods owned by XFAIR GmbH or co-owned must be reported immediately by the customer. Costs arising from such interventions for a third-party objection action or costs for an out-of-court release are borne by the customer.

10.2.4 XFAIR GmbH undertakes to release the securities to which it is entitled at the customer's request insofar as the value of the securities exceeds the claims to be secured by more than 20 percent.

11 Warranty, Guarantee for Goods Sales

The following provisions on warranty and guarantee apply to goods sales:

11.1 The warranty begins with the transfer of risk and is governed by the statutory provisions, unless otherwise provided in the following. XFAIR GmbH does not give any guarantees.

11.2 For used items, the warranty is excluded. For entrepreneurs, an insignificant defect does not generally give rise to any warranty claims. XFAIR GmbH also does not assume any warranty for normal wear and tear of the goods as well as for defects and damage resulting from unsuitable or improper use, non-observance of application instructions, or defective or negligent handling or improper repair attempts by the customer.

11.3 Obvious defects in the goods must be reported immediately, at the latest within three days of receipt of the goods, in text form. Hidden defects must be reported immediately after discovery, but at the latest 12 months after receipt of the goods. If defects are not reported in time, the goods are deemed to be approved.

11.4 The limitation period for all warranty claims is one year. It begins with the delivery of the goods.

11.5 If warranty claims exist, XFAIR GmbH has the choice to remedy the defect through subsequent performance (repair) or to deliver a defect-free item (replacement delivery). Repair is carried out at the choice of XFAIR GmbH at its business premises, at third parties or at the customer's premises.

11.6 The customer is entitled, in the event of failed subsequent performance, to withdraw from the contract (rescission) or to reduce the price appropriately (reduction) at their choice.

11.7 Handling of third-party guarantees (manufacturer guarantees): Manufacturer guarantees are service promises made by the manufacturer to the customer. They therefore do not establish any obligations for XFAIR GmbH. The customer is therefore obligated to establish the conditions for the assertion of claims from the guarantee at their own expense. In particular, the customer bears the costs of transport to and collection from the manufacturer, assembly and disassembly, and, if applicable, the costs of a replacement device. XFAIR GmbH is expressly willing to carry out the aforementioned work on behalf of the customer. This requires a separate service order from the customer, which is subject to a fee.

11.8 The aforementioned liability limitations of XFAIR GmbH in this Section 11 do not relate to claims for damages and reimbursement of expenses that the customer can assert according to the statutory provisions due to defects. Section 12 applies to these claims.

12 Warranty for Trade Fair Services

12.1 The warranty obligation of XFAIR GmbH for material defects and defects of title of trade fair services is governed by the statutory provisions insofar as these apply to individual service components, i.e. in particular for service components of trade fair services with a work contract character according to §§ 631 ff. BGB and with a rental contract character according to §§ 535 ff. BGB, but only insofar as the following does not regulate anything different from the statutory provisions.

12.2 XFAIR GmbH does not give any guarantees in connection with trade fair services.

12.3 The warranty obligation of XFAIR GmbH is excluded insofar as statutory rental contract provisions apply to the trade fair services and

12.3.1 it is an initial defect within the meaning of § 536a (1) BGB for which XFAIR GmbH is not responsible;

12.3.2 it is a defect that arises after the rental property has been handed over for use and is attributable to the customer. It is presumed that the customer is responsible for a material defect in a rental property if they or a person whose actions they must have attributed to them have violated a duty of care pursuant to Section 8.1. The burden of proof that the material defect is not based on the breach of duty of care lies with the customer.

12.4 Insofar as service components of the trade fair services have a work contract character, obvious defects in the trade fair services must be reported immediately by the customer at the handover and acceptance date pursuant to Section 4.1. Hidden defects must be reported immediately after discovery. If defects are not reported in time, the trade fair services are deemed to be approved.

12.5 Insofar as XFAIR GmbH has not fraudulently concealed defects, the liability of XFAIR GmbH for damages or reimbursement of expenses is governed by Section 13.

12.6 Assignment of warranty claims to which the customer is entitled is excluded.

13 Limitation of Liability

13.1 Subject to the following clauses, XFAIR GmbH is only liable for damages that it or its vicarious agents have caused intentionally or through gross negligence. In addition, XFAIR GmbH's liability is excluded. The exclusion of liability according to this section also includes in particular damages of the customer that did not arise directly from the subject of the service, such as damages from lost profits or other financial losses of the customer.

13.2 The above limitation of liability does not apply

13.2.1 for claims for damages by the customer arising from injury to life, body or health. In this respect, XFAIR GmbH is liable for any damage intentionally or negligently caused by it or its vicarious agents.

13.2.2 for foreseeable and typical contractual damages at the time of contract conclusion that have been caused to the customer as a result of a material breach of contract by XFAIR GmbH or its vicarious agents or agents, even if XFAIR GmbH is only guilty of slight negligence. A material contractual obligation in the above sense is one whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the contracting partner regularly relies and may rely.

13.3 If claims from the infringement of protective rights by items delivered or licensed in accordance with these conditions are asserted against the customer, the customer is obligated to notify XFAIR GmbH immediately and in text form of such claims.

14 Confidentiality

14.1 The customer undertakes to maintain confidentiality about all documents, e.g. cost estimates, illustrations, drawings and calculations, that XFAIR GmbH has transmitted to the customer for the initiation and implementation of the contractual relationship, as well as about all business matters of a confidential nature, in particular business and trade secrets, that come to the customer's knowledge within the framework of or on the occasion of the contractual relationship with XFAIR GmbH (collectively referred to as "confidential information") (confidentiality obligation).

14.2 The customer will protect the confidential information with the same care with which they protect their own business and trade secrets, but at least with the care of a prudent businessman.

14.3 The customer will only pass on confidential information to the necessary extent and only to those employees or contractors who are legitimately entrusted with the trade fair services and/or the purchase of the delivery items for the customer (authorized persons). The customer will also obligate all authorized persons to confidentiality in accordance with this agreement in text form. At XFAIR GmbH's request, the customer must present the corresponding confidentiality agreements. Confidential information may not be made accessible to persons other than authorized persons without the express consent of XFAIR GmbH in text form.

14.4 The confidentiality obligation does not apply to information that the customer has received from third parties in a legally permissible manner, that is publicly known, or for which statutory disclosure obligations exist. If the customer considers themselves so obligated, they will notify XFAIR GmbH in text form in good time before disclosure, insofar as legally permissible, so that the latter can prevent disclosure through legal measures. In this notification, the customer will inform XFAIR GmbH in an appropriate form, for example in accordance with a legal advisor's opinion in text form, which confidential information must be forwarded. The customer will only disclose the part of the confidential information that must be disclosed. The customer bears the burden of proof in each case for the existence of an exception to the confidentiality obligation.

15 Place of Performance, Place of Jurisdiction, Commercial Law

15.1 The place of performance for the obligations of XFAIR GmbH is the registered office of the company unless otherwise specified in these GTC or by separate written agreement.

15.2 If the customer is a merchant or has no domicile within the European Union, the registered office of XFAIR GmbH is the sole place of jurisdiction for all disputes between the contracting parties, including for bills of exchange and check actions.

15.3 German law applies exclusively, excluding the provisions of the UN Sales Convention.

16 Final Provisions

16.1 These General Terms and Conditions contain all rights and obligations of the contracting parties.

16.2 Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the contract as a whole. Instead of the invalid or unenforceable provision, that valid and enforceable provision shall apply whose effects come closest to the economic objective that the contracting parties pursued with the invalid or unenforceable provision. The above provisions apply accordingly in the event that the contract proves to be incomplete. § 139 BGB does not apply.