General Terms & Conditions of Performance,Sale and Delivery

last Updated: 01/26/2026

Terms of a Contract, Scope of Application, Offer

All supplies and services of Flouv Inc. shall exclusively be effected on the basis of the General Terms and Conditions of Performance, Sale and Delivery of Flouv described here. Different terms and conditions of Customer will not be accepted by Flouv unless Flouv has explicitly consented to their application in writing. These General Terms and Conditions of Performance, Sale and Delivery shall also apply if Flouv Inc. – knowing opposed conditions or conditions of Customer deviating from these present Terms and Conditions – completes the delivery to Customer without reservations.\
These present Terms and Conditions shall apply to all contractual performances of Flouv Inc., regardless of the legal type of contract that such performance is based on. Therefore, they shall apply both to sales contracts and to contracts for work, to contracts for delivery of a work and to any combined contract types.
Any individual agreements concluded between the parties hereto concerning the rights and duties of these parties shall take precedence over the present Terms and Conditions.
All agreements entered into between Flouv Inc. and Customer with regard to performance of the contract shall be made in writing.
These present Terms and Conditions shall only apply in relation to entrepreneurs, legal persons and/or special funds under public law.
These present Terms and Conditions shall also apply to all future business transactions between Flouv Inc. and the Customer.
If an order can be legally qualified as an offer, Flouv Inc. may accept such offer within four weeks of its receipt.

B. Documents, Preparatory Work, Business Secrets

Flouv Inc. shall retain all rights, in particular property rights and copyrights, in all cost estimates, calculations, plans, illustrations, drafts, preparatory work, drawings, and other documents. These documents shall not be made accessible to third parties without the written consent of Flouv Inc. Any documents designated as confidential by Customer shall not be made accessible to third parties by Flouv Inc. without the written consent
Customer. Documents supplied by Flouv Inc. shall be used solely to prepare the conclusion of the contract, and, thereafter, to execute such contract. Any other use is prohibited
Customer shall not disclose to third parties any business secrets of Flouv Inc. or of its associated companies which Customer has received knowledge of.
Flouv Inc. shall not disclose to third parties any business secrets of Customer or its associated companies which Flouv Inc. has received knowledge of.
Both Flouv Inc. and Customer shall use adequate means to ensure that their directors, officers, and employees will also comply with the above obligations.

C. Time for Delivery, Force Majeure, Default, Acceptance

The time for delivery shall commence upon dispatch of the order confirmation and clarification of all technical questions, provided that Customer has supplied all plans, documents, approvals, releases and permits to be made available by him, and any agreed advance payment has been received.
The performance owed by Flouv Inc. shall be deemed to have been effected in due time where the object of contract was duly shipped prior to expiry of the time for delivery, or where Customer was informed of Flouv Inc.'s readiness to make shipment within this term.
A default in performance due to force majeure shall not entitle Customer to a claim (in particular, a claim for a contractual penalty or damages) against Flouv Inc. Any unforeseeable event or an event, which – though foreseeable – is beyond the influence and control of Flouv Inc. and the effects of which cannot be avoided by the exercise of reasonable care shall be considered an event of force majeure. Such events include, but are not limited to, delayed performance by subcontractors/suppliers, acts of war (whether declared or not), war-like conditions, riot, revolution, rebellion, military or civilian coups d’état, insurrection, turmoil, outrages, blockade, embargo, government order, sabotage, strikes, go-slow strikes, lockout, epidemic diseases, fire, floods, storm tides, typhoons or other severe weather conditions, general lack of raw materials and supplies, shipwreck, insufficient port facilities and unloading capacity, delays resulting from transportation, non-availability of freight capacity, justifiable change/exchange of freight forwarder and/or carrier and/or ship owner and/or other commercial shipping company, accidents in transit, earthquakes, radioactive accidents, physical or man-made obstructions of any kind at the building site/production facility.
In all cases, where obstacles to performance – regardless of their nature – are not its responsibility, Flouv Inc. shall be entitled to demand a reasonable extension of time for delivery as well as additional payments to compensate for the additional performance and/or costs from Customer
Where shipment is postponed at the request of Customer, Customer shall reimburse the costs actually incurred by the storage of the object of contract. In case of storage on-site in a plant of Flouv Inc., the latter shall be entitled to a lump-sum minimum amount of 0.5 % of the agreed price for each month as compensation for its additional costs. This stipulation shall not preclude Flouv Inc. or Customer from furnishing proof of higher or lower costs, respectively.
Number 5 also applies to any other case in which the Customer’s acceptance is delayed. Where Customer is in default with regard to acceptance or is in violation of any other contractual obligation to cooperate, the risk of accidental loss, destruction or accidental deterioration of the object of contract shall pass to Customer at the time such default arises.
This agreement shall not preclude any further rights that Flouv Inc. may have. Compliance with the time for delivery shall be subject to Customer duly fulfilling its contractual duties in a timely manner.
Partial deliveries by Flouv Inc. may only be rejected where they impose on Customer in an unreasonable manner.
If there must be an acceptance, the object of contract shall be regarded as having been accepted as soon as:
The delivery and – if Flouv Inc. also owes the installation – the installation are completed,
Flouv Inc. has informed Customer about this fact referring to the assumed acceptance according to this number 10 and has asked for Customer’s acceptance,
Two weeks have passed since the delivery or installation or the Customer has started to use the purchased object (for example commissioned the line delivered) and in this case, one week has passed since the delivery or installation, and
Customer has failed to accept the object of contract during this period for any other reason than a defect making the use of the item impossible or materially impairing it, of which Flouv Inc. has already been informed.

D. Price, Transport Packaging, Payment, Price Adaptation

The agreed prices are stated on an ex-works basis. Any shipping costs, including the costs of packaging, loading, stowage and unloading shall be borne by Customer. The sales tax applicable at the time of delivery shall be added to the above prices.
To the extent that Flouv Inc. is obliged to take back packaging used for transportation, Customer shall bear the costs of returning the used packaging and the reasonable costs for its recycling. To the extent that the packaging taken back cannot be reused, Customer shall bear the costs of the material processing incurred by Flouv Inc. In addition, the Customer shall pay any duties, clearance charges, taxes and other charges incurred as a result of taking back transport packaging.
Containers used for transportation are not included in the scope of this contract and are not considered packaging. They shall remain property of Flouv Inc. They shall be imported, re-exported and sent back to Flouv Inc. by Customer at Customer’s expense (shipping costs, duties, clearance charges, taxes and other charges) and risk.
Tools, excess material, welding supplies and other auxiliary equipment are not within the scope of this contract. They shall remain property of Flouv Inc. They shall be imported, re-exported and sent back to Flouv Inc. by Customer at Customer’s expense (shipping costs, duties, clearance charges, taxes and other charges) and risk.
Customer shall credit the agreed price to one of the bank accounts specified by Flouv Inc. strictly net at its own risk and expense.
Flouv Inc. shall be entitled to interest on payments due and in arrears to the extent provided by law. A potential assertion of further rights and losses by Flouv Inc. shall not be affected hereby.
Customer shall not be entitled to any rights of set-off and retention, unless its counter-claims have become legally effective (res judicata), are uncontested or have been acknowledged by Flouv Inc., and Flouv Inc. was given at least one month’s advance notice of such counter-claim.
If, after conclusion of the contract, Flouv Inc. learns about circumstances giving rise to doubt regarding Customer’s creditworthiness, Flouv Inc. may – at its discretion – request advance payment or suitable securities.
Flouv Inc. shall be entitled to increase the agreed price appropriately if cost increases occur after conclusion of the contract, in particular due to collective wage agreements, material price increases or the increase of transport and packaging costs. Upon request, Flouv Inc. shall furnish proof for such increases to Customer.
Flouv Inc. shall be entitled to increase the agreed price reasonably if – after the conclusion of contract – Customer requests that the object of contract be modified, and additional expenses and efforts are required for such modifications. Upon request, Flouv Inc. shall furnish proof of such additional expenses and efforts to Customer.

E. Transfer of Risk, Transport Damage, Insurance

The risk of accidental loss, destruction, and accidental deterioration of the object of contract shall pass to Customer upon handing over of the object of contract to the first carrier.
This shall also apply to any partial shipments or in case where Flouv Inc. itself has assumed additional costs, such as the cost of shipment or of other services, e.g., transportation, erection or assembly of the object of contrac
Where the object of contract or part thereof is ready for shipment, and shipment or delivery is delayed for reasons in the responsibility of Customer, the risk of accidental loss, destruction, and accidental deterioration shall pass to Customer on the day the goods are ready for shipment.
Where Flouv Inc. arranges for transportation of the object of contract, and damage in transit or a defect due to transportation is caused to the above object after delivery to the carrier, Flouv Inc. shall assign its claims resulting therefrom, if any, against transport insurance(s) and carriers to Customer at the latter’s request (any liability for the existence of such claims to be excluded); such assignment shall be concurrent with payment of the overall agreed price for the object of contract and of all costs owed. Any further claims against Flouv Inc. resulting from any damage in transit or a defect due to transportation shall be excluded. This shall also apply where the scope of contract includes assemblies to be performed or the erection of a turn-key plant.
Any limitation periods, bar periods, exclusions of liability, and limitations of liability under transport or maritime law which apply in favour of (natural or legal) persons entrusted with the transportation/loading/unloading/storage of the object of contract in their relationship to Flouv Inc. shall apply equally in favour of Flouv Inc. in the contractual relationship between Customer and Flouv Inc.
Customer shall examine the object of contract for defects immediately upon unloading thereof in the port of destination and – if a defect is noted or suspected to exist – shall acknowledge receipt subject to reservation only and shall notify Flouv Inc. immediately of any such existing or suspected defect. If the above obligations are not observed, the transport insurance(s) coverage is voided. Where coverage is voided for such reasons, liability of Flouv Inc. for damage encompassed by the transport insurance(s) exclusion clause shall also be excluded.

F. Retention of Ownership and Securities

Flouv Inc. shall retain ownership of the object of contract until payment of all amounts owed by Customer has been received irrevocably and without reservation. Until such date, Customer shall neither be entitled to charge the object of contract with a security interest (e.g., security ownership, right of lien, mortgage, land charge, etc.) nor to resell the same. Where the law applicable at the place of installation does not recognize a provision of security by means of retaining ownership, such other means of providing security shall be deemed to have been agreed upon, which – according to the law applicable at the place of installation – comes as close as possible to a “retention of ownership” or which according to that law constitutes the typical security (e.g., “charge” or “security interest, attached and perfected”). Customer shall fully cooperate in all acts (in particular, the provision of formal declarations) required by the law applicable at the place of installation for the creation of a fully enforceable retention of ownership or any other fully enforceable means of providing security.
In case of pledging, seizure, or other third-party measures in the subject matter of the contract, Customer shall refer to the property of Flouv Inc. and immediately inform Flouv Inc. in writing, handing over the documents necessary for an intervention, so that Flouv Inc. is able to assert its property rights.
As long as rights are retained in the object of contract in favour of Flouv Inc. pursuant to the above paragraph 1, Flouv Inc. shall be entitled – after having set a reasonable period – to take back the object of contract delivered in case there has been a breach of duty by Customer, in particular where the ownership of Flouv Inc. of the object of contract is endangered, where the object of contract delivered is improperly used by Customer, or where Customer defaults on payment. The transport costs incurring for the take-back shall be borne by Customer. If Flouv Inc. takes back the subject matter of the contract, this shall constitute a contract rescission. Where Customer does not act on the claim to return the object of contract, the required number of Flouv Inc.'s staff shall be irrevocably entitled to enter the place of installation (and/or the construction site/manufacturing plant) of Customer, to disassemble and remove the object of contract delivered; all costs incurring in this connection shall be borne by Customer. Any attachment of the object of contract by Flouv Inc. shall constitute a rescission of contract.
Where the object of contract is taken back, Flouv Inc. shall be entitled to resell it; the proceeds of such realization shall be set off against any liabilities of Customer, while allowing for reasonable costs of realization.
During the retention of title, Customer shall treat the subject matter of the contract carefully and sufficiently insure it at its own expense against damage caused by fire, water, and theft at its new value. If maintenance and inspection works become necessary, Customer shall complete them at its own expense in due time.
Any processing or transformation of the object of contract by Customer shall always be carried out for and on behalf of Flouv Inc. Where the object of contract is processed together with other objects not owned by Flouv Inc., Flouv Inc.shall acquire co-ownership of the new corporeal object in the proportion of the value of the object of contract (invoice amount) to the other processed objects at the time of processing. The provisions regarding reserved rights applicable to the object of contract shall apply accordingly to the corporeal object resulting from processing.
Where the object of contract is inseparably connected or commingled with other objects not owned by Flouv Inc., Flouv Inc. shall acquire ownership of the new corporeal object in the proportion of the value of the object of contract (invoice amount) to that of the other connected or commingled objects at the time of connection or commingling. If connection or commingling takes place in such a way that Customer’s corporeal object is to be considered the principal object, a transfer of co-ownership by Customer to Flouv Inc. on a pro-rata basis shall be deemed to have been agreed upon. The sole ownership or co-ownership thus created shall be kept safe by Customer for Flouv Inc.
As security for the claim of Flouv Inc. against Customer, Customer shall assign to Flouv Inc. any claims accruing to Customer against any third party as a result of connecting the object of contract with real estate.
Flouv Inc. undertakes to release the securities it is entitled to at the request of Customer, to the extent that the value of realisable securities of Flouv Inc. exceeds the secured claims by more than 20 %; the selection of the securities to be released shall be at the discretion of Flouv Inc.

G. Rights of Customer in Case of Defects

Flouv Inc. shall be liable to Customer for the object of contract being free of physical and legal defects at the time risk passes to Customer. Irrelevant deviations from qualities agreed upon shall not constitute defects. Standard deviations or deviations which are based on legal provisions or constitute technical improvements as well as the replacement of components by equivalent parts shall also be admissible unless they impair the usability for the contractually intended purpose.
Flouv Inc. shall not be held liable for defects or damage arising from:
Defects resulting from constructions prescribed or specified by Customer, defects resulting from materials (including sample materials) prescribed, specified or supplied by Customer, or defects resulting from other provisions by Customer.
Defects or damage arising after the passing of risk due to faulty or negligent treatment, operating by untrained staff, excessive use, unsuitable operating materials, faulty construction work, unsuitable foundation or such defects arising due to special external influences not stipulated in the contract, as well as non-reproducible software errors.
Where Customer or third parties undertake inappropriate modifications or maintenance work, any liability of Flouv Inc. for these modifications, work or their consequences shall be excluded.
Flouv Inc. shall not be liable for wear parts of the object of contract. Wear is the progressive loss of material from the surface of a solid object induced by mechanical causes such as contact and relative motion of another solid, fluid or gaseous object. A wear part is a part that is used in places which unavoidably experience wear for operational reasons in order to protect other elements under consideration from wear, and which, by design, is intended for replacement.
Where a defect in the object of contract gives rise – while taking in account paragraphs 1 to 3, above – to the respective remedial rights of Customer, Customer shall, at first, only be entitled to demand remedial performance with regard to the defects within a reasonable time, whereby Flouv Inc. is entitled to choose, according to its reasonably exercised discretion, between correction of defects or replacement delivery. Where the claim arises due to Flouv Inc.withholding a defect in order to deceive or granting
guarantee regarding a quality of the object of contract, Customer shall have the right to choose between correction of defects and replacement delivery. The expenses required for cure shall be borne by Flouv Inc. Replaced parts shall become property of Flouv Inc. When requested to do so by Flouv Inc. and at the latter’s expense, Customer shall send the defective parts in question to Flouv Inc. for repair or replacement delivery, unless the defect requires repair at the place of installation. In such case, Flouv Inc.'s obligation to provide cure with regard to the defective part shall be deemed to have been completely fulfilled once Flouv Inc.returns the duly repaired part or sends a suitable replacement part to Customer.
Where costs have increased due to the object of delivery having been brought to a site other than Customer’s place of business, contrary to the usage originally specified, claims of Customer for such additional costs, that are made necessary by the remedial performance, including, but not limited to, costs due to transportation and infrastructure, labour and material, shall be excluded.
Where the defective part is a product delivered by a third party, liability of Flouv Inc. shall initially be limited to an assignment of the liability claims which Flouv Inc. is entitled to against such third party. Only once legal action has been taken against such third party by Customer, shall Flouv Inc.'s own liability be revived. This limitation of liability shall not apply, where the liability of Flouv Inc. arises due to Flouv Inc. withholding a defect in order to deceive or assuming a guarantee regarding a quality of a product manufactured by a third party.
Customer shall examine the object of contract directly upon receipt thereof and notify Flouv Inc. of any recognisable defects without delay. This duty of immediate notification shall also apply in case a defect becomes apparent at a later date. Where the Customer fails to give such notice, the object of contract shall be deemed accepted even in view of the defect.
Where Customer does not accept the cure offered by Flouv Inc. under the contract, Flouv Inc. shall be released from liability for the claimed defect after additional time has been set and expired without result.
Where cure has failed, Customer shall be entitled – subject to the conditions contractually agreed upon, including those resulting from the present General Terms and Conditions of Performance, Sale and Delivery – to assert its other claims for defects. In particular, cure shall be deemed to have failed, where Flouv Inc. has allowed reasonable additional time set by Customer to expire without result, or has unduly delayed or refused cure, or where a reasonable number of attempts at cure have been unsuccessful.
Flouv Inc. may refuse to remedy a defect, if Customer does not make payment as agreed upon. Customer shall only be entitled to retain payments for cause where a notice of defect is asserted which is justified beyond all doubt. This right of retention shall be limited in its amount to four times the costs necessary to remedy the defect. Where Customer makes a claim based on a defect, and it is subsequently shown, in particular by means of an appropriate inspection by Flouv Inc., that the claim based on defect made by Customer is unwarranted for factual or legal reasons, Flouv Inc.shall be entitled to reasonable payment and reimbursement of all expenses for services, particularly those rendered in relation to the inspection.
All claims for damages shall be subject to the limitations, modifications and exclusions provided by the following article [Reference to Damages Article].

H. Limitation or Exclusion of Liability of Flouv Inc.

Customer shall carefully observe both the instructions for use and the operating instructions, as well as the safety information provided by Flouv Inc. In particular, Customer shall comply with the instructions of Flouv Inc. on how the object of contract is to be used without risk, which precautions are to be taken regularly and individually, and which types of misuse are to be avoided. If Customer breaches this duty, Flouv Inc. shall not be liable for any damage resulting therefrom.

Liability for Defects (Direct and Consequential): Flouv Inc. shall neither be liable for any direct damage resulting from defects (including damage consisting of lost profit) nor for consequential damage resulting from defects, regardless of the legal ground. This exclusion of liability shall not apply to claims by Customer for damage based on gross fault (intent/gross negligence).
Liability for Ordinary Negligence:Any claims of Customer, regardless of the legal ground, for damages not arising from gross fault (intent/gross negligence) on the part of Flouv Inc. shall be excluded, unless the damage is due to the presence of a defect or the breach of material contractual duties the fulfillment of which is a prerequisite to the proper execution of the contract and on the compliance with which Customer has regularly relied and may rely (so-called “cardinal duties”).
Limitation for Not Typically Foreseeable Damage:Where claims for damages are not already excluded by the preceding clauses and are not based on gross fault (intent/gross negligence) on the part of Flouv Inc., such claims shall be limited in their amount to compensation for such damage which Flouv Inc., taking into consideration the circumstances that Flouv Inc. knew or should have known at the time of conclusion of the contract, should have been able to foresee as a possible consequence of a breach of duty or a breach of contract (typically foreseeable damage).
Limitation for Improper Performance:Where a claim for damages results from improper performance, and where such claim is not based on gross fault (intent/gross negligence), this claim shall be limited – beyond the typical foreseeable damage limitation – to a maximum amount of 10% of the agreed price. Improper performance shall be deemed to exist where obstacles impede or prevent proper fulfillment of contractual duties or where one party causes injury to the other party.
Limitation for Damage Caused by Delay: The above limitations of liability shall also apply to claims for damages of Customer against Flouv Inc. with regard to damage caused by delay, unless such damage is based on gross fault (intent/gross negligence). In excess of the foregoing, in all cases of delayed delivery, damages shall be limited in their amount to 0.5% per fully completed week of delay – to a maximum of 5% – based on the price of that portion of the deliveries which could not commence operations expediently due to such delay.
Limitation for Persons Used to Perform Obligations: Except where – due to gross fault (intent/gross negligence) of the person used to perform an obligation – such contractual duties were breached, the fulfillment of which was prerequisite to the proper execution of the contract, any liability for persons used to perform obligations shall be excluded regardless of the legal ground. In no event shall the liability of Flouv Inc. for a person used to perform an obligation exceed the liability of Flouv Inc. for its own fault as provided for in the above limitations of liability.
Contract Rescission and Indemnification: Customer’s right to rescind the contract due to non-performance or performance not in conformity with the contract shall be excluded. This shall not apply, where Flouv Inc. has intentionally or grossly negligently failed to perform in conformity with the contract.
The preceding limitations of liability (paragraphs 1 to 8) shall not apply to claims of Customer due to intentional or grossly negligent behaviour, to guaranteed characteristics, due to injuries to life, body or health, or according to the Product Liability Act
In cases where the freight forwarder is arranged for by the Customer, Flouv Inc. will not be held liable for any costs incurred as a result of additional security checks or time delays occasioned by national or international statutory provisions governing transport security. Customer shall indemnify Flouv Inc. on first demand from all costs and losses resulting from additional security inspections and related time delays in this respect.
Limitation Period Where claims arising due to defects would – by default – be subject to a statutory limitation period of two years, such limitation period shall be shortened to one year. Where the Customer has claims due to defects which arise from the grant of a guarantee regarding a quality, these claims shall be excluded from such shortening of the limitation period. The limitation period shall commence upon delivery of the object of contract and in case of an assembly obligation by Flouv Inc. upon completion of the assembly. Where the Customer’s acceptance is in delay, the limitation period shall commence upon the occurrence of delay in acceptance. Recourse claims in the supply chain will become time-barred within one year after Flouv Inc. delivered the object to the Customer. The suspension of the limitation shall remain in full force and effect; it will end not later than five years after delivery For all other claims, the statutory limitation periods shall apply.

J. Software

To the extent that Flouv Inc. provides Customer with software, the following shall apply:

Flouv Inc. shall grant Customer a simple right of use regarding the software provided. The simple right of use entitles the holder thereof to make use of the work besides the author/originator or other persons entitled in the manner allowed to him. With regard to the software, Flouv Inc. shall remain the sole owner/holder of the intellectual property rights at any time.
Customer shall only be entitled to use the software provided in connection with the object of contract.
Customer shall not be entitled to hand-over of the source program/source code.
Customer shall be entitled to make use of the software provided for an unlimited period of time for the entire operational life span of the object of contract.
Customer shall not be entitled to assign its right of use to third parties; in particular, the Customer shall not be entitled to sell, rent, sub-license or make available the software and the associated documentation to third parties by any other means. Where the Customer assigns its complete business enterprise to a third party, the Customer shall be entitled to assign its own right of use to such a third party. Where Customer sells the complete works to a third party in the normal course of business and such third party is not a competitor of Flouv Inc., upon request Flouv Inc. shall consent to an assignment of the right of use granted to Customer, unless Flouv Inc. presents reasons for the fact that such action will create the risk of providing competitors of Flouv Inc. with secret knowledge (trade/business secrets) of Flouv Inc.
The right of use of the Customer shall be non-exclusive. Flouv Inc. shall be entitled to grant any form of right of use regarding the software provided to any number of other Customers.
With the exception of staff members, the Customer shall not make the software supplied available or accessible to any third party, neither temporarily nor free of charge.
The Customer shall not change in any manner whatsoever any markings, copyright or ownership notices applied to the software provided.
The Customer shall not create copies of the software supplied, with the exception that one backup copy may be created by a person entitled to use the program, where this is necessary to secure the future use thereof. The backup copy shall not be used concurrently with the original software.
The Customer shall not be entitled to photocopy, place on microfilm, electronically duplicate or otherwise copy, whether wholly or partially, the documentation associated with the software.
Any disassembly, reverse engineering or decompilation of the software shall be prohibited, and the Customer shall neither arrange for nor permit the above to be done, except in accordance with the mandatory conditions of applicable law.
Flouv Inc. shall be entitled to all proprietary rights, copyrights and other industrial property rights to the software, updates and documentation. The same shall apply to any modifications and translations/compilations of the programs.
Flouv Inc. is entitled to carry out, at its own expense, any alterations to the software installed at the Customer’s premises which may be necessary due to the assertion of proprietary rights by third parties. Customer cannot derive any rights from this.

K. Data Protection and Data Usage

Flouv Inc. processes personal data according to the provisions of applicable data protection regulations (e.g., [Insert Applicable Data Law]). For more information regarding the handling of Customer data at Flouv Inc., please refer to [Insert Company Website or Policy Link]. Customer is obliged to comply with all applicable data protection regulations.
Flouv Inc. is entitled to collect, store, process, and evaluate machine data and duly anonymized personal data. Such data can also be disclosed to Flouv Inc. associated companies (“Subsidiaries”) for the purpose of using such data for product improvement, performance enhancement applications, and other services of Flouv Inc. and/or Subsidiaries.
Flouv Inc. is entitled to transmit Customer data to third parties (including Subsidiaries) if and to the extent that this is required for the implementation of pre-contractual measures and for the contractual agreed supplies and services(e.g., for dispatch, invoicing, or Customer support), or to fulfill statutory obligations.

L. Place of Jurisdiction, Applicable Law, Place of Performance, Severability Clause

Where Customer is an entity registered under the laws of India, the place of jurisdiction for any disputes arising from or in connection with the contractual relationship shall be the courts of Davidson County, Tennessee, USA, or the appropriate United States District Court for the Middle District of Tennessee. In legal proceedings brought against Flouv Inc. by Customers with no general place of jurisdiction in the United States, the exclusive place of jurisdiction shall also be Davidson County, Tennessee. In legal proceedings brought by Flouv Inc. against Customers with no general place of jurisdiction in the United States, the principal place of business of Flouv Inc. shall be a further place of jurisdiction, in addition to the places of jurisdiction provided by law. Any arbitration agreements made between the parties take precedence.
The laws of the State of Delaware, USA, shall apply exclusively both with regard to the applicability of these General Terms and Conditions of Performance, Sale and Delivery of Flouv Inc. and to all legal relationships of the contractual parties and their legal successors/assigns, that result from the contract and/or any possible ancillary or subsequent transactions. This choice of law and the agreement on jurisdiction above shall likewise be governed by the laws of the State of Delaware.
The above choice of law shall not exclude application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, where applicable.
The registered office of Flouv Inc. in the State of Tennessee, USA, shall be the place of performance.
Should the contract or any one of the above provisions of these General Terms and Conditions of Performance, Sale and Delivery of Flouv Inc. be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties shall rather cooperate to replace the ineffective provision by a legally admissible and effective provision suited to achieve the success at which the invalid provision was aimed. The same applies to the closure of any contractual loopholes or omissions.