1. Scope, Form
1.1 These General Terms and Conditions of Sale ("GTC") apply to all contracts between us and our customers for the sale and delivery of movable goods, in particular chemical products, raw materials, auxiliary materials, operating materials, and preparations ("Goods"), and the provision of services ("Services"), provided that the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), a legal person under public law, or a special fund under public law. These GTC apply only to contracts with customers having their seat outside the Federal Republic of Germany; for customers having their seat in the Federal Republic of Germany, our Allgemeine Verkaufsbedingungen apply exclusively.
1.2 These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer become part of the contract only if, and to the extent that, we have expressly consented to their application in writing. This consent requirement applies in every case, for example even if the customer refers to its general terms and conditions in the order and we do not expressly object.
1.3 These GTC apply, in the version valid at the time of the customer's order or in any event in the version last communicated to the customer in text form, as a framework agreement also to future contracts of the same kind, without our having to refer to them again in each individual case.
1.4 Individual agreements (for example framework supply agreements, quality assurance agreements) and statements in our order confirmation take precedence over these GTC.
1.5 References to the applicability of statutory provisions have clarifying significance only. Even without such clarification, the statutory provisions therefore apply, unless they are directly modified or expressly excluded in these GTC.
1.6 Legally relevant declarations and notices by the customer relating to the contract (for example the setting of deadlines, notices of defects, and rescission) must be made in text form (Section 126b BGB). Statutory form requirements and further evidence, in particular in the case of doubts about the legitimacy of the person making the declaration, remain unaffected.

2. Conclusion of Contract
2.1 We do not conclude contracts with consumers within the meaning of Section 13 BGB.
2.2 Communications designated by us as "offers" are subject to change and non-binding. They constitute an invitation to the customer to place orders.
2.3 The order placed by the customer constitutes a binding offer to contract. We may accept this offer within two weeks of its receipt.
2.4 A contract is concluded, including in ongoing business dealings, only when we accept the customer's order by an order confirmation. The order confirmation is decisive for the content of the respective contract.
2.5 If the customer terminates a contract for Services for convenience (Section 648 sentence 1 BGB), we may claim 15% of the remuneration attributable to the part of the Services not yet performed. Both parties may prove that the claim under Section 648 sentence 2 BGB is substantially higher or substantially lower. The right to terminate for cause (Section 648a BGB) remains unaffected.

3. Product Information, Quality, Specification, Ownership of Documents
3.1 Documents belonging to our offer or order confirmation (for example drawings, illustrations, technical data, references to standards, and statements in advertising material) do not constitute statements of quality, warranties of characteristics, or guarantees, unless they are expressly designated as such in writing.
3.2 The quality of the Goods is conclusively determined by the agreed specification; if no specification has been expressly agreed, the values stated in our product data sheet current at the relevant time are decisive. A certificate of analysis issued by us describes only the batch analyzed. Unless otherwise agreed, the Goods are intended for the uses identified in the safety data sheet or product data sheet, by qualified commercial users.
3.3 We reserve the right to customary deviations, and deviations unavoidable according to the state of the art, in the quality of the ordered Goods, in particular as to quantity, color, viscosity, and degree of purity, provided that the deviations do not significantly impair suitability for the contractually assumed use.
3.4 We warrant the suitability of the Goods for a specific purpose going beyond Section 3.2 only where we have expressly confirmed such suitability in writing. Otherwise, the examination of the suitability of the Goods for the use and application intended by the customer is the customer's sole responsibility.
3.5 We expressly reserve all title and copyright in catalogs, technical documents, formulations, tools, molds, and other product descriptions or documents. The customer shall not make these documents and information available to third parties unless we expressly consent in writing.

4. Scope of Performance and Performance Risk
4.1 We are required to deliver from our stock only, unless otherwise expressly agreed in writing. In particular, the assumption of a procurement risk does not lie in our obligation to deliver goods defined merely by their generic characteristics.
4.2 We may make partial deliveries to a reasonable extent.
4.3 In the case of call-off orders or default of acceptance by the customer, we may perform immediately, in particular procure the material required for the entire order and produce and tender the entire order quantity or perform the order. Requests for changes by the customer can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed in writing.
4.4 The customer shall notify us in writing, in good time before conclusion of the contract, of any special requirements for our Goods or Services, in particular of an intended use that triggers special purity, safety, or approval requirements.

5. Delivery Time and Delay in Delivery
5.1 The delivery time is agreed individually or stated by us upon acceptance of the order. Otherwise, we shall notify the customer of the expected delivery time without undue delay as soon as we have the necessary information.
5.2 The delivery time is met if we have notified the customer of readiness for dispatch by the agreed time or within the agreed period. Deliveries before expiry of the delivery time are permitted.
5.3 Compliance with the delivery time presupposes the clarification of all technical questions, in particular the timely receipt of all documents and information to be supplied by the customer as well as compliance by the customer with the agreed terms of payment and other obligations. If these conditions are not met, the delivery time is extended reasonably, unless we are responsible for the delay.
5.4 If the delivery or performance period is exceeded for reasons for which we are responsible, the customer may, after the fruitless expiry of a reasonable grace period, rescind the contract with respect to the part not yet performed. Any claims for damages are governed by Section 11 of these GTC.
5.5 If we are unable to meet binding delivery periods for reasons for which we are not responsible ("non-availability of performance"), we shall inform the customer without undue delay and at the same time notify the customer of the expected new delivery period. If performance is also not available within the new delivery period, we may rescind the contract in whole or in part; we shall refund without undue delay any consideration already rendered by the customer. Non-availability of performance exists, for example, (a) in the case of untimely self-supply by our supplier where we have concluded a congruent covering transaction, or (b) in the case of other disruptions in the supply chain for which we are not responsible, for instance due to force majeure (Section 13).
5.6 The occurrence of default in delivery is determined by the statutory provisions. In every case, however, a reminder by the customer is required.
5.7 In the event of default in payment by the customer, we may assert a right of retention with respect to further deliveries of Goods or Services.
5.8 The customer's rights under Section 11 of these GTC and our statutory rights, in particular in the case of an exclusion of the obligation to perform (for example due to impossibility or unreasonableness of performance or supplementary performance), remain unaffected.

6. Delivery, Passing of Risk, Default of Acceptance, Export Control
6.1 Unless otherwise agreed, delivery is made FCA (In den Ziegelwiesen 6, 69168 Wiesloch, Germany) Incoterms® 2020.
6.2 If the customer is in default of acceptance, fails to cooperate, or if our performance is delayed for other reasons for which the customer is responsible, we may claim compensation for the resulting damage, including additional expenditure (for example storage and preservation costs). For this purpose, a lump sum of 0.25% of the net price (delivery value) per commenced calendar week becomes due, beginning with the delivery date or, in the absence of a delivery date, with notice of readiness for dispatch of the Goods. The lump sum amounts in total to no more than 5% of the net price of the Goods concerned. The right to prove higher damage and our statutory claims remain unaffected; however, the lump sum is set off against any further monetary claims. The customer may prove that we incurred no damage at all or only lesser damage than the aforementioned lump sum.
6.3 Where Goods are transported as dangerous goods, transport is carried out in accordance with the dangerous-goods regulations in force from time to time. If, by way of derogation from Section 6.1, delivery by us has been agreed, the customer shall ensure that appropriate, safe, and prompt unloading is guaranteed at the delivery point and that the necessary facilities, permits, and qualified persons are available. Delays or additional expenditure attributable to a breach of these obligations are borne by the customer.
6.4 The customer shall strictly comply with the applicable export control, customs, and foreign trade regulations. The customer shall not directly or indirectly resell the Goods or Services to countries, or to companies and persons, subject to export restrictions, unless the necessary permits have been obtained. In the event of resale, the customer shall, on request, provide us with written proof of the final destination of the Goods or Services (end-use declaration) in accordance with the applicable export regulations. The customer is not required to comply with any provision to the extent that such compliance would violate Regulation (EC) No 2271/96 (EU Blocking Regulation), Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung, AWV), or comparable provisions. Our obligation to deliver is subject to the condition that any required foreign-trade authorizations are granted and that no economic sanctions or embargoes prevent the delivery.

7. Hazardous Substances, REACH/CLP, Safety Data Sheets
7.1 Where the Goods are substances or mixtures within the meaning of Regulation (EC) No 1907/2006 (REACH), we shall provide the customer with the safety data sheet in accordance with Article 31 REACH, in its current version, at the latest with the first delivery. Labeling and packaging are carried out in accordance with Regulation (EC) No 1272/2008 (CLP).
7.2 The customer shall observe the safety data sheet and the relevant provisions of hazardous-substances, transport, and environmental law, and shall store, handle, process, and dispose of the Goods properly. Compliance with the obligations of occupational, health, and environmental protection within the customer's business and vis-à-vis its own customers is the customer's sole responsibility.
7.3 Where the customer uses the Goods, it shall ensure that the use is covered by the registration or by the identified uses named in the safety data sheet and that the obligations incumbent on it as a downstream user under REACH are fulfilled. Any deviating use is at the customer's own risk.
7.4 The customer shall provide us in good time with the information required to include a use intended by it as an identified use. The customer has no claim to the inclusion of any particular use.

8. Prices and Terms of Payment
8.1 All prices are in EUR plus any applicable statutory value-added tax.
8.2 For Goods and Services delivered or provided later than four months after the conclusion of the contract, and within the framework of continuing obligations, we may adjust the prices at our reasonable discretion (Section 315 BGB) if the costs relevant to the calculation of the price, in particular for raw materials and intermediate products, energy, freight and logistics, personnel, and taxes, charges, and other regulatory costs, change after the conclusion of the contract. A price increase comes into consideration only to the extent that the increase in individual costs is not offset by declining costs in other areas, and only in the amount required to offset the increase in costs; in the event of cost decreases, the prices shall be reduced by the same standard. We shall notify the customer of price adjustments in text form within a reasonable period before they take effect. If the price increases by more than 10% compared to the agreed price, the customer may terminate the contract with respect to the Goods not yet delivered or the Services not yet provided within two weeks of receipt of the notice.
8.3 The respective terms of payment result from our order confirmation. We may, however, at any time, including within an ongoing business relationship, carry out a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. What matters for the timeliness of payment is the time of credit to our account.
8.4 On expiry of the payment period, the customer is in default. During the default, the price or remuneration bears interest at the applicable statutory default interest rate. We may assert further damage caused by default. Our claim to the commercial maturity interest under Section 353 of the German Commercial Code (Handelsgesetzbuch, HGB) remains unaffected.
8.5 Any cash discount requires a written agreement between us and the customer. An agreed cash discount is calculated on our net claim and is permissible only if all other liabilities of the customer arising from the business relationship with us that are older than 30 days have been settled.
8.6 Rights of set-off or retention are available to the customer only to the extent that its claim has been finally and bindingly established or is undisputed or is based on the same contractual relationship as our claim.
8.7 If, after conclusion of the contract, it becomes apparent that our claim to payment of the price or remuneration is jeopardized by the customer's lack of ability to perform (for example by an application to open insolvency proceedings), we may, in accordance with the statutory provisions, refuse performance and rescind the contract.

9. Retention of Title
9.1 We retain title to the Goods delivered by us until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship ("secured claims").
9.2 The customer shall not, before full payment of the secured claims, pledge the Goods subject to retention of title ("Retained Goods") to third parties or assign them as security. The customer shall notify us in writing without undue delay if an application to open insolvency proceedings is filed, or as soon as third parties gain access (for example seizures) to our Retained Goods.
9.3 In the event of conduct by the customer in breach of contract, in particular non-payment of the price due, we may, in accordance with the statutory provisions, rescind the contract and/or demand the return of the Retained Goods on the basis of the retention of title. The demand for return does not at the same time constitute a declaration of rescission; rather, we may demand only the return of the Retained Goods and reserve the right of rescission. If the customer does not pay the price due, we may assert these rights only if we have previously set the customer a reasonable period for payment without success or if such a period is dispensable under the statutory provisions.
9.4 Until revocation in accordance with Section 9.7, the customer may resell and/or process the Retained Goods in the ordinary course of business. In this case, the following provisions apply in addition.
9.5 The retention of title extends to the products created by processing, mixing, or combining the Retained Goods, at their full value, with us being deemed the manufacturer. If, in the case of processing, mixing, or combining with goods of third parties, their title is retained, we acquire co-ownership in the ratio of the invoice values of the processed, mixed, or combined goods. In all other respects, the same applies to the resulting product as to the Retained Goods.
9.6 The customer already now assigns to us, by way of security, in full or in the amount of any co-ownership share of ours in accordance with Section 9.5, the claims against third parties arising from the resale of the Retained Goods or the product. We accept this assignment. The obligations of the customer set out in Section 9.2 also apply with regard to the assigned claims.
9.7 The customer may continue, alongside us, to collect the claim. We shall not collect the claim as long as the customer meets its payment obligations towards us, there is no deficiency in its ability to perform, and we do not assert the retention of title by exercising a right in accordance with Section 9.3. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment. In this case, we may also revoke the customer's authority to further resell and process the Retained Goods.
9.8 If the realizable value of the securities exceeds our claims by more than 10%, we shall, at the customer's request, release securities at our discretion.

10. Claims for Defects (Warranty)
10.1 The CISG applies to these GTC and the contracts based on them (Section 17). The Goods conform to the contract if they correspond to the agreed specification in accordance with Section 3.2; the parties thereby determine the requirements as to conformity within the meaning of Article 35 CISG. The following provisions modify, by agreement (Article 6 CISG), in particular the examination and notification regime.
10.2 The customer's claims for defects presuppose that it has complied with its obligations to examine the Goods and to give notice. The customer shall examine the Goods without undue delay after delivery; in the case of Goods intended for installation, mixing, or other further processing, an examination, in particular an identity and quality check of the batch, must in every case be carried out immediately before processing. If a defect becomes apparent on delivery, on examination, or at a later time, the customer shall give us notice in text form without undue delay. In every case, obvious defects must be notified in text form within two working days of delivery, and defects not recognizable on examination within two working days of their discovery. The customer loses the right to rely on a lack of conformity of the Goods at the latest twelve months after delivery; this does not apply in the cases referred to in Section 11.3. If the customer fails to carry out the proper examination and/or to give notice of defects, our liability for the defect not notified, or not notified in time or properly, is excluded. In the case of Goods intended for further processing, this also applies where the defect became apparent only after the processing concerned as a result of the breach of one of these obligations; in that case, in particular, the customer has no claims for reimbursement of corresponding costs. This Section 10.2 takes precedence, as an agreed modification under Article 6 CISG, over Articles 38 and 39 CISG; Article 44 CISG does not apply.
10.3 If the delivered item is defective, we may choose whether to render supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). If the type of supplementary performance chosen by us is unreasonable for the customer in the individual case, the customer may refuse it. Our right to refuse supplementary performance under the statutory conditions remains unaffected.
10.4 We may make the supplementary performance owed dependent on the customer paying the price due. The customer may, however, retain a part of the price reasonable in relation to the defect.
10.5 The customer shall give us the time and opportunity required for the supplementary performance owed, in particular hand over the Goods complained of for inspection purposes. In the case of a replacement delivery, the customer shall return the defective item to us at our request in accordance with the statutory provisions; the customer has no claim to return of the item, however.
10.6 We shall bear or reimburse the expenditure required for the purpose of inspection and supplementary performance, in particular transport, travel, labor, and material costs, in accordance with the statutory rules and these GTC, if a defect actually exists. Otherwise, we may demand from the customer reimbursement of the costs incurred as a result of the unjustified request to remedy a defect if the customer knew or could have recognized that no defect actually existed.
10.7 If a reasonable period to be set by the customer for supplementary performance has expired without success or is dispensable under the statutory provisions, the customer may, in accordance with the statutory provisions, rescind the contract or reduce the price. There is no right of rescission, however, in the case of an insignificant defect.
10.8 The place of supplementary performance is our seat. Deviating from this, the location of the Goods may, at our choice, be the place of supplementary performance.

11. Other Liability
11.1 Unless otherwise apparent from these GTC, including the following provisions, we are liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
11.2 We are liable for damages, on whatever legal ground, in the case of intent and gross negligence and, in the case of simple negligence, for damage arising from injury to life, body, or health. Any further liability for simple negligence is excluded (Article 6 CISG).
11.3 Any liability for the fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk, under the German Product Liability Act (Produkthaftungsgesetz), and under other mandatory statutory provisions, remains unaffected.
11.4 The foregoing exclusions and limitations of liability also apply in favor of, and with respect to breaches of duty by, persons whose fault we are responsible for under the statutory provisions.
11.5 The foregoing provisions do not entail any reversal of the burden of proof.

12. Product Liability and Indemnification
12.1 The customer shall ensure that it uses, further processes, and places on the market the Goods only within the framework of the statutory provisions, the agreed specification, and the safety and processing instructions provided by us. The customer is solely responsible for the lawful design, labeling, and advertising of the products it manufactures from or using our Goods.
12.2 If we are held liable by a third party for a product-related damage, the customer shall indemnify us against these claims, including the reasonable costs of legal defense, within 10 working days of our written demand, to the extent that the damage is based on a cause within the customer's sphere of control and organization, in particular on faulty further processing, mixing with other products, disregard of the safety data sheet or our processing instructions, or labeling or application for which the customer is responsible. As between us, the apportionment of liability is governed by the respective contributions to the cause.
12.3 To the extent that we are liable to the third party on a mandatory basis for a product-related damage, our liability towards the customer is governed by Section 11. In the event of a recall considered necessary by a competent authority or by us, the customer shall support us to a reasonable extent and provide the necessary information without undue delay. Liability under the Product Liability Act remains unaffected.

13. Force Majeure and Hardship
13.1 "Force Majeure" means the occurrence of an event or circumstance that prevents a party from performing one or more of its contractual obligations, if and to the extent that the affected party proves that (a) the impediment is beyond its reasonable control, (b) it could not reasonably have been foreseen at the time of the conclusion of the contract, and (c) its effects could not reasonably have been avoided or overcome. Provided that the requirements of sentence 1 are met, Force Majeure includes, in particular: war, armed conflict, terrorism, and riot; currency and trade restrictions, embargoes, sanctions, and other acts of authority; epidemics, pandemics, natural disasters, and extreme natural events; explosions, fires, and the prolonged breakdown of plants; general labor disturbances such as strikes and lockouts; disruptions of supply chains, including the failure of upstream suppliers for which the affected party is not responsible; shortages of energy or raw materials; transport bottlenecks and the disruption of transport routes; and attacks on IT systems (cyberattacks) as well as the failure of telecommunications or other critical infrastructure.
13.2 The affected party shall notify the other party of the Force Majeure event without undue delay, at the latest within five working days of becoming aware of it, stating its expected duration and effects.
13.3 The affected party is relieved from its duty to perform, and from any liability for damages and other contractual remedies for breach of contract, from the time at which the impediment causes the failure to perform, provided that notice is given without undue delay. Agreed periods are extended by the duration of the impediment plus a reasonable start-up period. Each party bears its own costs incurred as a result of the Force Majeure event.
13.4 Each party shall use reasonable efforts to mitigate the effects of the Force Majeure event.
13.5 If the duration of the Force Majeure event exceeds 90 consecutive days, either party may terminate the contract with respect to the part not yet performed by notice in writing; claims arising from consideration already rendered remain unaffected. In all other respects, Article 79 CISG remains unaffected.
13.6 If we prove that (a) the continued performance of our contractual duties has become excessively onerous due to an event beyond our reasonable control which we could not reasonably have been expected to have taken into account at the time of the conclusion of the contract, and that (b) we could not reasonably have avoided or overcome the event or its consequences, the parties shall, within a reasonable time of our invoking this Section 13.6, negotiate alternative contractual terms that reasonably allow the consequences of the event to be overcome. If the parties are unable to agree on alternative contractual terms within a reasonable time, we may request the arbitral tribunal (Section 18.3) to adapt the contract with a view to restoring its equilibrium. The contract remains in force, and the parties remain bound to perform their obligations, until the contract is adapted.

14. Limitation
14.1 By way of derogation from Section 438(1) no. 3 BGB, the general limitation period for claims arising from defects of quality and title is one year from delivery. Where acceptance has been agreed, the limitation period begins on acceptance.
14.2 Where the Goods have been used, in accordance with their customary manner of use, for a building and have caused its defectiveness (building material), the limitation period is, in accordance with the statutory rule, five years from delivery (Section 438(1) no. 2 BGB). Further statutory special rules on limitation also remain unaffected (in particular Section 438(1) no. 1, (3), and Section 445b BGB).
14.3 The foregoing limitation periods of sales law also apply to contractual and non-contractual claims for damages of the customer that are based on a defect of the Goods, unless the application of the ordinary statutory limitation under Sections 195 and 199 BGB would in the individual case lead to a shorter limitation period. Claims for damages of the customer under Section 11.2 (injury to life, body, or health, as well as intent and gross negligence) and under the Product Liability Act become time-barred exclusively in accordance with the statutory limitation periods.

15. Confidentiality
15.1 The customer shall keep secret all of our trade secrets within the meaning of Section 2 no. 1 of the German Trade Secrets Act (Gesetz zum Schutz von Geschäftsgeheimnissen, GeschGehG) that become known to it through the business relationship, in particular formulations, compositions, and processes, and shall make them available only to persons who must necessarily be involved in the performance of the respective contract ("need to know") and only to the extent that such persons have previously likewise been placed under a corresponding obligation of confidentiality. Excepted from this obligation is confidential information that
15.1.1 was demonstrably already known to the customer at the conclusion of the respective contract, or becomes known to it thereafter from a third party, without a confidentiality agreement, statutory provisions, or official orders being thereby breached;
15.1.2 is publicly known at the conclusion of the respective contract, or is made publicly known thereafter, unless this is based on a breach of this confidentiality provision; or
15.1.3 must be disclosed on the basis of statutory obligations or by order of a court or authority. To the extent permissible and possible, the customer shall inform us in advance and give us the opportunity to take legal action against the disclosure.
15.2 The customer shall not exploit or imitate our trade secrets economically in any way outside the agreed purpose, in particular by way of so-called reverse engineering, or have them exploited or imitated by third parties, and in particular shall not apply for industrial property rights based on these trade secrets.
15.3 The confidentiality obligation continues for the duration of the business relationship and for a period of five years after its termination, but at the longest until the respective information has become generally known without this being based on a breach of this confidentiality provision.
15.4 To the extent that a separate confidentiality agreement applies between us and the customer, it takes precedence over the provisions of this Section 15.

16. Data Protection
We process the customer's personal data within the framework of the initiation and performance of the contractual relationship in accordance with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG).

17. Governing Law
These GTC and the contracts based on them are governed by the law of the Federal Republic of Germany, including the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18. Dispute Resolution
18.1 The parties shall first attempt to settle any dispute arising out of or in connection with these GTC, the contracts based on them, or their validity amicably through direct negotiations at senior-management level within 30 days of a written notice of dispute.
18.2 Disputes concerning the conformity, quality, composition, degree of purity, or quantity of the Goods that are not settled under Section 18.1 shall be referred to expert determination in accordance with the Rules on Expert Determination of the German Arbitration Institute (DIS-SchGO). The expert's determination of the questions so referred is binding on the parties; Section 319 BGB applies with the necessary modifications.
18.3 All disputes arising out of or in connection with these GTC, the contracts based on them, or their validity that are not finally resolved under Section 18.1 or Section 18.2 shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall consist of a sole arbitrator where the amount in dispute is less than EUR 100,000, in which case the proceedings shall be conducted as Expedited Proceedings and that Annex 4 of the DIS Arbitration Rules shall apply, and of three arbitrators where the amount in dispute is EUR 100,000 or more. The seat of the arbitration is Heidelberg, Germany. The language of the arbitration is English. The substantive law applicable to the merits is the law of the Federal Republic of Germany, including the CISG. The arbitral tribunal decides on the scope of Section 18.2 and may stay the arbitration pending an expert determination.