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General Conditions of Sale of Yamaha Music Europe GmbH

§ 1
Validity of these General conditions of Sale (GCS); Protective Clause

  • These General Terms and Conditions of Sale (GCS) apply to sales contracts for goods which a commercial agent (hereinafter referred to as the "Agent") concluded in the name and for the account of us, Yamaha Music Europe GmbH, either with an en- trepreneur (use of this term in these GCS means any person or entity other than a consumer) or with a consumer (together, hereinafter referred to as the "Customer").
  • A consumer is an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession . Where the Customer is a consumer, we are under a legal duty to supply goods that are in conformity with the con- tract and the consumer's legal rights. Nothing in these GCS will affect such legal rights.
  • If you are a consumer, you have the following key rights (this list is not exhaustive):
    • The goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of the goods, your legal rights entitle you to the following:
      • Up to 30 days: if the goods are faulty, you can obtain an immediate refund.
      • Up to six months: if the goods can't be repaired or replaced, you are entitled to a full refund, in most cases.
      • Up to six years: if the goods do not last a reasonable length of time, you may be entitled to a partial refund.
    • For most goods bought online you have a legal right to change your mind within 14 days and receive a refund.
  • Our GCS apply exclusively, even if (with knowledge of the Customer's terms and conditions) we unconditionally accept orders, render services or directly or indirectly refer to letters, etc. containing those or a third party's terms and conditions. We do not accept conflicting, deviating or supplementary terms and conditions of the Customer unless we expressly agree to their validity in writing.
  • Information on data protection is provided in our separately regulated data protection terms.

 

§ 2

Conclusion of the contract and content; Written form; Reservation of rights; Confidentiality

  • The Agent's (online) shop is operated by the Agent, not by us (Yamaha Music Europe GmbH). If registration is necessary for the use or ordering of goods, the Agent's terms and conditions shall apply.
  • The presentation of the goods in the Agent's (online) shop does not constitute a legally binding offer, but merely an invitation to the Customer to submit an offer.
  • The order by the Customer is considered as a legally binding offer to conclude a contract. Our acceptance shall be effected in writing (e.g. by our order confirmation or our dispatch/collection readiness notice) or by dispatch of the goods. For the avoidance of doubt, an acknowledgement of receipt of the Customer's order is not yet an acceptance of the Customer's offer.
  • We reserve the right to sell goods elsewhere in the meantime between the Customer's offer and acceptance by us.
  • Any notices served pursuant to a contract (e.g. setting of deadlines, reminders, notifications of defects) which the Customer makes to us after conclusion of the contract must be made in writing in order to be effective.
  • Any verbal-contractual agreements shall not take precedence over these GCS. A written agreement or our written confirmation shall be decisive for proof of what has been agreed between the parties.

 

§ 3

Delivery modalities; Default of acceptance, collaborative actions etc.; Acceptance

  • The parties agree that the place of performance shall be the Agent's principal place of business, even if the goods are ordered online.
  • If the Customer is an entrepreneur, from the point that the goods transfer to the person or company specified to transport the goods to the Customer, the risk of accidental loss and accidental deterioration transfers to the Customer. We will bear the costs of transport and will provide transportation insurance. This, however, has no effect on the place of performance detailed para- graph (1) above.
  • If the Customer is a consumer, the above paragraph (2) shall apply with the proviso that the risk of accidental loss and acci- dental deterioration shall only pass to the Customer if the Customer has commissioned the person or company designated to transport the goods and we have not previously named this person to the Customer. Otherwise, the risk of accidental loss and accidental deterioration shall not pass to the Customer until the sold product has been handed over.

  • Generally, the standard transportation packaging is included in the purchase price of the respective product. If the Customer's wishes necessitate special packaging which is different from the standard packaging for the goods, the Customer may have to pay additional charges.
  • We will insure the goods against damage during transportation at our own expense. The price for the insurance is included in the respective purchase price for the goods. In the event of damage the Customer is obligated to make all necessary docu- ments available to us and to ensure other necessary support in order to make the claim brought against the insurer valid.
  • If the Customer is in default of acceptance, neglects a requested collaborative action, or our delivery is delayed for other rea- sons attributable to the Customer, we are entitled to charge for the damages resulting from this including our additional expens- es (e.g. in particular, storage costs).

 

§ 4

Right of Revocation

  • If the Customer is a consumer, he/she shall have a right to cancel the contract in accordance with his/her legal rights. Nothing in this § 4 shall affect such legal rights. In all other respects, the provisions set out in detail in the following revocation instructions addressed to the Customer shall apply to the right to cancel the contract:

Revocation Instructions

Right of Revocation

You have the right to revoke this contract within fourteen days without the need to provide a reason.
The withdrawal period shall be fourteen days from the date on which you or a third party other than the carrier designated by you took possession of the goods.
In order to exercise your right of revocation, you must notify our Agent (name, address, telephone number, fax number and e- mail address) of your decision to revoke this contract by means of a clear statement (e.g. a letter, fax or e-mail sent by post). You can use the enclosed sample revocation form (see paragraph (2)), however use of this is not mandatory. In order to comply with the revocation period, it is sufficient for you to send the notification of exercising the right of revocation before the expiry of the revocation period.

Consequences of Revocation

If you revoke this contract, we shall reimburse to you immediately (and no later than fourteen days from the date on which we receive notice of your revocation of this contract) all payments we have received from you, including delivery charges (other than additional charges arising from your choice of a method of delivery other than the cheapest standard delivery offered by us). We will use the same means of payment for such refund as you used for the original transaction unless expressly agreed otherwise with you and in no event will you be charged for such refund.
We may refuse to refund you until we (or our Agent) have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earlier.
You must return or deliver the goods to our Agent (complete name, address) immediately and in any event no later than four- teen days from the date on which you notify our Agent of the revocation of this contract. This period shall be deemed to have been observed if you can provide proof of dispatch of the goods before expiry of the period of fourteen days. We shall bear the costs of returning the goods.
The Customer shall only be liable for any loss in value of the goods if such loss is attributable to handling of the goods that is  not necessary for testing their condition, properties and functionality.

Exclusion of the Right of Revocation

The above right of revocation does not apply to the delivery of bespoke goods (e.g. goods which are clearly tailored to your per- sonal request as opposed to being mass-produced).

  • The following form may be used for revocation:

Sample Revocation Form

(If you want to revoke the contract please fill out this form and send it back)

To: [Add name, address, fax number and e-mail address of the Agent]

  • I/we (*) hereby cancel the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following services (*)
  • Ordered on (*)/received on (*)
  • Name(s) of Consumer(s)
  • Address of Consumer(s)
  • Signature of Consumer(s) (only for paper communication)
  • date

(*) Delete as applicable.


§ 5

Payment, Retention of goods, Exclusion of right of compensation and retention; Customer's inability to perform

  • Unless otherwise agreed in writing by us, our invoices are to be paid immediately. Payment shall be deemed to have occurred upon the date of receipt of the payment.
  • Unless otherwise agreed in writing by us, the following means of payment are generally available to the Customer: Cash pay- ment (on site in the shop or on delivery), giro card, credit card, prepayment, PayPal, Amazon Pay and Apple Pay.
  • If the Customer fails to pay by the due date for payment, we will issue a reminder. If the outstanding amount is not paid following this reminder, the Customer shall be in default and the outstanding amount will be subject to interest in accordance with the re- spective legal default interest rate during the time of default (unless the Customer is a consumer, in which case, we shall only charge interest at an annual rate of 3% above the Bank of England base rate). We retain the right to claim further damages caused by the Customer's default of its payment obligations.
  • If the Customer is a consumer, the Customer shall only be entitled to a right of retention if the Customer's counterclaim origi- nates from the same contract.
  • If the Customer is an entrepreneur, the Customer is additionally only entitled to assert a right of retention if his counterclaim is undisputed, ready for decision or has been legally established.
  • We are entitled to refuse any outstanding services within a contract if it becomes apparent that the Customer will be unable to pay.
  • Our right to refusal of services does not apply if the payment is effected or security for payment is provided. We are entitled to specify a reasonable deadline for the Customer to either effect payment or provide security. If such steps are not taken by the deadline, we may withdraw from the contract.
  • If the Customer is an entrepreneur, the following shall apply: If the Customer defaults on a payment obligation under the provi- sions in the preceding paragraph (6) we are entitled to withdraw not only from the contract affected, but also from additional agreements made with the Customer that have not yet been fulfilled by both sides.

 

§ 6

Delivery deadlines, any extension; Provisos for acts of God, self-delivery etc.; Partial services; inspection and/or test on our premises

  • Notwithstanding that nothing in this § 6 shall affect a consumer's legal rights, any delivery deadlines and terms announced by us in advance are always only approximate unless a fixed term or a fixed deadline is expressly agreed by us in writing.
  • If we foresee that a delivery deadline cannot be met we will immediately inform the Customer and inform them of the anticipated new delivery time.
  • Regardless of whether a fixed deadline has been agreed by us or not, we are not liable for the impossibility or delay in our services where these circumstances result from events beyond our reasonable control or unforeseeable events (at the time of the conclusion of the contract), for which we are not responsible (e.g. interruptions in operation of all kinds, fire, natural disas- ters, weather, floods, war, uprisings, terrorism, transportation delays, strikes, legal lockouts, labour, energy, or raw materials shortages, delays in the issuing of any necessary official permits, official/sovereign measures or missing, incorrect, or late deliv- ery of our preliminary suppliers). In the case of such events, the delivery deadlines automatically extend by the duration of the event plus a reasonable period of time.
  • Delivery deadlines shall automatically extend by a reasonable amount if the Customer does not fulfil its/his/her contractual duties or obligations.
  • Where we are unable to deliver full performance of the contract, we are entitled to provide partial performance of the contract if
    • partial performance can be used by the Customer within the scope of the contractually intended purpose, (b) the rendering of the remaining services is ensured, and (c) the Customer is not subject to significant additional expense as a result of partial per- formance.
  • Our legal rights, in particular with regard to any exclusion to our performance obligations and due to default of acceptance or delay in performance by the Customer, remain unaffected.
  • If we default on a delivery or service or if it becomes impossible for us to perform, regardless of the reason, any liability for compensation for damages is limited in accordance with § 10 of these GCS.

 

§ 7

Retention of title

  • The position set out in this § 7 applies to secure all our currently existing and future claims against the Customer due to deliver- ies and services rendered for the Customer for which we have not received payment in full, including related outstanding bal- ance claims from the current account (secured claims). This § 7 is not applicable where the Customer is a consumer and has pre-paid for the goods purchased.

The goods delivered by us to the Customer remain our property until payment in full of all secured claims. These goods and the items also covered by the retention of title in their place, in accordance with the following provisions, will hereinafter be referred to as "reserved goods". If the Customer intends to transfer the reserved goods to a location outside of England and Wales, the Customer is obligated to fulfil the local legal requirements for the establishment and maintenance of our retention of title at the Customer's expense and to immediately inform us after completion of the Customer's aforementioned intention.


  • The Customer shall store the reserved goods for us at no charge. The Customer must act with care and sufficiently insure against damage from fire, water, and theft at the original value at the Customer's own expense. If maintenance, service, or in- spection work is necessary (however this does not include any (subsequent) fulfilment actions to be rendered by us) the Cus- tomer must conduct these in a timely manner at the Customer's own expense.
  • The Customer is not entitled to put in pawn the goods subject to retention of title or to place these goods in escrow. In the event of third parties putting in pawn the goods subject to retention of title, or in the event of other access by third parties, the Cus- tomer must clearly point out our property and inform us immediately in writing so that we may pursue our retention of title. If the third party cannot reimburse us for the costs arising from the judicial and extrajudicial costs, the Customer is liable if and insofar as the Customer is responsible for these costs.
  • After prior notification, the Customer is obligated to provide us access to his business and storages paces during normal busi- ness hours in order to inform us about the condition of the goods subject to retention of title.
  • Until occurrence of an enforcement event (Paragraph (9)) the Customer may use the goods subject to retention of title in the regular course of business. However, the Customer shall not be entitled to process, transform, combine, mix and/or sell the re- served goods.
  • If - contrary to paragraph (5) - the goods subject to retention of title are processed or remodelled by the Customer then this processing shall always be considered, by us as the manufacturer, in our name and taken into our account, and we will immedi- ately acquire the property - if the processing or remodelling is made of materials from multiple owners, or if the value of the new- ly created item is higher than the value of the goods subject to retention of title - the joint ownership (fractional ownership) in the newly created item in relation to the value of the goods subject to retention of title (gross invoice value) at the value of the newly created item. In the event that for some reason no such acquisition of retention of title and/or joint retention of title should be en- tered the Customer will transfer to us already now his future property and/or (in the above described relationship) joint property in the newly created item for security; we herewith accept this transfer.

If – contrary to paragraph (5) - the goods subject to retention of title are combined with goods that do not belong to the Custom- er , we will acquire joint retention of title in the newly created item in relation to the value of the goods subject to retention of title (gross invoice value) and the value of the other combined, mixed, or blended items at the time of combination, mixing, or blend- ing; if the goods subject to retention of title are considered the main component we will acquire sole ownership . If one of the other items is considered the main component the Customer will transfer to us the proportional joint ownership in the uniform item in the previously described relationship, provided the main component belongs to the Customer. We herewith accept such a transfer.
Our resulting sole ownership, or joint ownership, in an item, according to the above mentioned provisions, will be kept safe by the Customer free of charge.

  • By way of security, the Customer will assign to us the Customer's payment claim towards his buyer resulting from a resale of the goods subject to retention of title, which the Customer executed contrary to paragraph (5), as well as the Customer's claims to- wards his buyer, or third parties, with regard to the goods subject to the retention of title which result from other legal grounds (in particular claims from prohibited acts and claims for insurance benefits), including all outstanding balances from the current ac- count; in the event of proportional joint property of ours in the goods subject to retention of title, in accordance with our share of the joint ownership. We herewith accept these assignments.

We herewith grant the Customer revocable authorization to collect the receivables assigned to us in his own name on our be- half. Our right to collect these receivables ourselves will not be affected. However we will not collect them ourselves and revoke the authorization to collect the receivables as long as the Customer properly fulfils his payment obligations towards us (in par- ticular does not fall into arrears), as long as no application for opening insolvency proceedings on the Customer's assets is made and as long as the Customer does not display insufficient capacity. Should one of the above described events occur we may request that the Customer inform us of the assigned receivables and the respective debtors, inform the respective debtors of the assignment, and provide us with all documents and information which we require for claiming the debt.
Paragraph (3) shall apply to the assigned receivables accordingly.

  • If the Customer requests this we are obligated to release the goods subject to retention of title, the items that take their place, and receivables, in so far as their estimated value exceeds the amount of the secured receivables by more than 50%. We shall reserve the right to select the items to be provided.
  • If we withdraw from the contract, in accordance with these GCS, due to the Customer's conduct in violation of the contract (enforcement event) - in particular due to failure to pay - we are entitled to request return of the goods subject to retention of title from the Customer. Our declaration to withdraw will be included in our demand for return of goods at the latest. The transporta- tion costs resulting from the return will be borne by the Customer. In the event of any putting up to pawn of the goods subject to retention of title by us also includes a declaration of withdrawal.

 

§ 8

Warranty for defects

  • For the Customer's rights in the event of material defects in quality or title, the applicable legal guidelines apply, provided noth- ing to the contrary, or in addition, is stipulated in these GCS. In every case, where the Customer is a consumer, the applicable legal rights of the a consumer remain unaffected.
  • If the Customer is an entrepreneur, we do not a warranty for material defects relating to any agreed upon delivery of used goods.
  • If not otherwise expressly agreed, our goods and services must only comply with the legally applicable requirements in England and Wales
  • If the Customer is an entrepreneur, the Customer is obligated to inspect, or have the third party specified by him inspect, the delivered goods immediately after delivery and immediately inform us of any defects, if an acceptance is not expressly agreed. The immediacy of the notice of defects assumes that it will be sent within seven (7) business days after delivery, or in the event

there is a defect that could not be detected during the inspection, within three (3) business days after detection of the defect, at the latest.
If the Customer fails to conduct a proper inspection and/or raise a complaint, our warranty obligation and other liability for the defect concerned is excluded to the extent possible under applicable law.

  • The expenses required for the purpose of the inspection and subsequent fulfilment, in particular transportation, road, labour,  and material costs, will be borne by us if a defect is proven to exist. If, however, a request for remedying a defect from the Cus- tomer is determined to be unjustified, we are entitled to demand that the Customer reimburse us for the resulting expenses. The statutory provisions shall apply with regard to the expenses for the removal of the defective product and the installation or at- tachment of the repaired or delivered defect-free product.
  • If the delivered product is defective, we shall be entitled and obligated, at the Customer's option, first to subsequent perfor- mance in the form of remedying the defect (subsequent improvement) or delivery of a defect-free item (replacement delivery). In the event of a replacement delivery, the Customer shall return the product to be replaced to us in accordance with the applica- ble statutory provisions.
  • We are entitled to make the supplementary performance owed by us dependent on the Customer paying the purchase price due, or if applicable, the current instalment due, whereby the Customer is, however, entitled to retain a reasonable amount in proportion to the defect.
  • If supplementary performance is impossible, or has failed, or a reasonable deadline set by the Customer for supplementary performance has expired, or is unnecessary according to the legal guidelines, the Customer may, at his discretion, withdraw from the contract, or reduce the purchase price. However, the right to withdrawal does not exist for insignificant defects.
  • If the Customer is an entrepreneur, the following shall apply: In the event of defects in third party products delivered by us (in particular building components) for which we cannot remedy for reasons of licensing law, or for factual reasons, we will, at our discretion, assert our claim of warranty against this third party for Customer's account, or assign it to him. Claims of warranty against us exist for such defects (under the other requirements and in accordance with these GCS), only if the legal enforce- ment of the above mentioned claims against third parties were unsuccessful or (e.g. due to insolvency) pointless (i.e. for rea- sons of time), or were otherwise unreasonable to the Customer. During the period of our assertion of claims against the third party the statute of limitations of the claims for warranty by the Customer against us is suspended.
  • Any claims for compensation for damages exist only in accordance with § 10 of these GCS.
  • If the Customer is a consumer, its legal rights pursuant to applicable legislation shall not be affected.

 

§ 9

Guarantee of property rights of third parties

  • In accordance with this § 9 we guarantee that the goods are free from commercial property rights or copyrights of third parties in the countries of the European Union or other countries in which we manufacture products, or have products manufactured.  Each party will immediately inform the other in writing whether claims are asserted against them due to a violation of such rights.
  • Claims due to a violation of commercial property rights or copyrights of third parties are excluded if this violation is based on an unauthorised modification or use of the goods by the Customer that is not in accordance with the contract. If the Customer is an entrepreneur, claims for infringement of commercial property rights or copyrights of third parties are also excluded if this in- fringement is based on an instruction of the Customer.
  • In the event that the goods violate a commercial property right or copyright of a third party we will, at the Customer's discretion and at our expense, change, or exchange, the goods in such a way that no third party rights continue to be violated, but the goods will still continue to fulfil the contractually agreed upon functions, or we will obtain the right of use for the Customer by concluding a licensing agreement. If we do not succeed in doing this within a reasonable amount of time, the Customer is enti- tled to withdraw from the contract or to reasonably reduce the purchase price.
  • If the Customer is an entrepreneur, we will in the event of legal violations by goods from other manufacturers or suppliers deliv- ered by us, at the Customer's discretion, assert our claims of warranty against these manufacturers and suppliers for the Cus- tomer's account, or assign them to the Customer; § 8(9) shall apply accordingly (in particular with regard to our secondary liabil- ity).
  • Any claims for compensation for damages exist only in accordance with § 10 of these GCS.
  • If the Customer is a consumer, its legal rights pursuant to applicable legislation shall not be affected.

 

§ 10

Liability for compensation of damages etc.

  • Our liability for compensation of damages - regardless of the legal grounds, in particular for compensation of damages instead of, or in addition to, the service due to debt during contract negotiations, impossibility, default, defectiveness, unauthorized ac- tion and for other direct or indirect damages - is excluded, unless one of the following circumstances arises:
    • we fraudulently concealed a defect;
    • we assumed a guarantee for the quality of the goods or the risk of procurement;
    • the violation leads to damage from injury to life, body, or health which rests on a deliberate or negligent violation of duty by us, or by one of our legal representatives, or agent ;
    • it leads to damage which rests on a deliberate or grossly negligent violation of duty by us, or by one of our legal repre- sentatives, or agent

    • it leads to damage from the negligent violation of essential contractual duties which do not already full under sub- paragraph a) through to sub-paragraph. d) or sub-paragraph. f). Essential contractual duties are all those obligations, the fulfilment of which is a prerequisite for enabling the proper fulfilment of the contract in the first place and upon their compliance the Customer may normally trust. In this case our liability with regard to slight negligence is, however, lim- ited with regards to the amount, in accordance with the contractually typical foreseeable damage at the time of the con- clusion of the contract; or
    • we are subject to a mandatory legal liability (including but not limited to where the Customer is a consumer), in particular liability in accordance with the product liability law or data protection regulations.
  • If our liability is excluded, or limited, according to the above provisions this also applies to the personal liability of our agents, legal representatives, employees, staff, and proxies.
  • Due to a violation of an obligation by us which is not a result of a defect in the goods the Customer may only withdraw or termi- nate if we are responsible for the violation of the obligation; apart from that the legal provisions for this apply.
  • Further, where the Customer is a consumer and we fail to comply with these GCS, we are responsible for loss or damage the consumer suffers that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. We do not exclude or limit in any way our liability to a consumer where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negli- gence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of a consumer's legal rights in relation to the including the right to receive goods which are: as described and match information we provided to the consumer and any sample or model seen or examined by the consumer; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care. We only supply the goods to consumers for domestic and private use. If a consumer uses the goods for any commercial, business or re-sale purpose we will have no liability to the consumer for any loss of profit, loss of business, business interruption, or loss of business opportunity. To the extent of any inconsistency be- tween this sub-paragraph (4) and sub-paragraphs (1) to (3) of this § 10, this sub-paragraph (4) shall prevail.

 

§ 11

Statute of limitations

The statutory limitation period (which in England and Wales, is six years) shall apply with regard to the limitation of claims - in- cluding non-contractual claims - based on material defects and defects of title.

 

§ 12

Special right of withdrawal in the event of suspension of payments, etc.

In the following circumstances we have a special right of withdrawal from the contract: (a) the Customer suspends payments to his creditor; (b) the Customer himself opens insolvency proceedings against his assets (c) it is permissibly requested by us or another creditor; (d) it is opened-even just as a preliminary; or (e) the application is denied for lack of assets.

 

§ 13

The duty to provide information by official or one's own measures (recalls etc)

In the event that official measures take place against the Customer in conjunction with our goods such as ordering a withdrawal or recall or other measures for monitoring the market, or the Customer intends to do measures of this type on his own, he will immediately inform us in writing.

 

§ 14

Choice of Law and Jurisdiction

  • The business relationships between us and the Customer only subject to the laws of England and Wales. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. If the Customer is a consumer, the mandatory consum- er protection regulations of the country in which the Customer has his habitual residence shall not be excluded by this choice of law.
  • If the Customer is an entrepreneur, a legal entity under public law, or a separate estate under public law the exclusive place of jurisdiction, also internationally, for all disputes between us and the Customer arising from the business relationship shall be the courts of England and Wales. Mandatory legal provisions about exclusive jurisdiction remain unaffected.
  • The above paragraph (2) does not apply if the Customer is a consumer . In this case, local and international jurisdiction shall be governed by the applicable statutory provisions.

 

§ 15

Alternative Dispute Resolution

  • The EU Commission has provided a platform for out-of-court dispute resolution. This gives consumers the opportunity to settle disputes in connection with their online order initially without the need to involve a court of law. The dispute resolution platform can be accessed via the external link https://ec.europa.eu/consumers/odr/.
  • We are neither willing, nor obliged, to participate in any arbitration proceedings.

§ 16

Severability clause

If any provisions of these GCS is, or shall be, wholly or partially invalid or void, then the validity of the remaining provisions of this contract shall not be affected. If provisions have not become part of the contract, or are invalid, the content of this contract will comply first and foremost with the legal guidelines. The foregoing shall apply mutatis mutandis in the event that the provi- sions of the contract or these GCS prove to be incomplete.