TERMS AND CONDITIONS
1. SCOPE OF APPLICATION
1.1 All deliveries, services and offers of the company to merchants, legal entities under public law or special funds under public law shall be made exclusively on the basis of these General Terms and Conditions. These are an integral part of all contracts that the company concludes with its contractual partners (hereinafter also referred to as "customer") regarding the deliveries or services offered by it. They also apply to all future deliveries, services or offers to the customer, even if they are not agreed separately again.
1.2 Terms and conditions of the client or third parties shall not apply, even if the company does not separately object to their application in individual cases. Even if the company refers to a letter containing or referring to terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.
2. OFFER AND CONCLUSION OF CONTRACT
2.1 All offers of the company are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a certain acceptance period. Orders or orders can be accepted by the company within fourteen days after receipt.
2.2 Amendments and modifications to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to become effective. With the exception of managing directors or authorized signatories, the employees of the seller are not entitled to make oral agreements to the contrary. Telecommunications, in particular by fax or e-mail, shall suffice for the written form, provided that a copy of the signed declaration is transmitted.
2.3 Unless otherwise agreed, information provided by the company on the object of the service (e.g. weights, dimensions, values in use, load capacity, tolerances and technical data) and our descriptions thereof (e.g. drawings and illustrations) are only approximate unless exact conformity is required for use for the purpose specified in the contract. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Deviations and deviations customary in trade, which are due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts are permissible, provided that they do not impair the usability for the contractually intended purpose.
2.4 During the delivery period, the company reserves the right to make changes to the design and form of the object of performance, provided that this does not impair the suitability of the object of performance for the purpose desired by the customer.
2.5 The company reserves ownership rights, all copyrights and other industrial property rights to all documents made available to the client. The documents provided may not be used outside the contractual relationship without the express consent of the company, and in particular may not be duplicated or made accessible to third parties. At the company's request, the client must return all documents provided to him to the company.
3. ORDERS FOR REPAIRS/REPAIRS
3.1 Insofar as the scope of the respective repair work/repairs for the subject matter of the contract is not defined by the customer, the company shall determine the scope of services at its reasonable discretion and taking into account the interests of the customer. If it only becomes apparent during order processing that repair is impossible due to the defects of the subject matter of the contract, the company is entitled to invoice the customer for the work performed up to this determination. If it becomes apparent during order processing that (further) repair work is uneconomical, the company will immediately inform the customer in order to bring about a binding decision by the customer on the further procedure. If the client decides not to continue the order due to inefficiency, the company is entitled to compensation for the work carried out until then and reimbursement of expenses not included in the compensation.
3.2 The company is not liable for errors or additional expenses resulting from faulty documents, drawings, samples or other information provided by the customer.
4. GENERALLY OVERHAULED COMPONENTS / DEPOSIT ON OLD PARTS
4.1 The subject of the Company's obligation may also be the general overhaul of an engine, an assembly or an individual part or the exchange of a used part of the Customer for a part of the same type which has undergone general overhaul by the Company. Deviations in the execution are permitted to the company, as far as this is reasonable for the customer. Items which the customer hands over to the company for general overhaul or exchange for a generally overhauled part must not have any defects or faults which cannot be attributed to natural wear and tear. In particular, the object to be delivered must be free of welded or non-welded fractures or cracks.
4.2 If the Company accepts goods in payment, the price agreed for the goods taken in payment shall be dependent on the repairability of the goods taken in payment. If individual parts of the item taken in payment are no longer repairable, the company is entitled to replace these parts and to charge an appropriate deduction from the price agreed for the item taken in payment. The customer is entitled to demand the return of parts replaced by the company.
4.3 The company is obliged to pay any old parts deposit to the customer if the customer delivers a type-identical and repairable old part within 6 months of delivery of a new or replacement part by the company, on which a deposit has been levied by the manufacturer. Section 377 HGB does not apply to the supply of old parts. If a type-identical and repairable old part is not delivered to the company on time, the above claim of the customer lapses without replacement; at the same time, the company's claim against the customer for delivery of the old part lapses.
5. DELIVERY AND DELIVERY PERIODS
5.1 Periods and deadlines for deliveries and services announced by the company are always only approximate, unless a fixed deadline or a fixed date has been expressly agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or any other third party commissioned with the transport.
5.2 Notwithstanding its rights arising from default on the part of the principal, the company may demand from the principal an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the principal does not fulfil his contractual obligations towards the seller.
5.3 The Company shall not be liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. The Company is not responsible for any operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, legal lockouts, lack of manpower, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the lack of, incorrect or untimely delivery by suppliers).
If such events make delivery or service significantly more difficult or impossible for the Company and the hindrance is not only of a temporary nature, the Company is entitled to withdraw from the contract. In the event of obstacles of temporary duration, the delivery or service periods shall be extended or the delivery or service dates postponed by the period of the hindrance plus an appropriate start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to the seller.
5.4 If the Company is in default with a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the liability of the Company is limited to damages in accordance with § 10 of these General Terms and Conditions.
5.5 If the dispatch of a delivery or the acceptance of the contractual service is delayed for reasons for which the customer is responsible, he shall bear the costs incurred thereby.
6. PLACE OF PERFORMANCE, DISPATCH, TRANSFER OF RISK
6.1 Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is the registered office of the company. If the company is also responsible for the installation, the place of performance shall be the place where the installation is to be carried out as agreed.
6.2 The mode of dispatch and packaging are at the discretion of the company.
6.3 The risk shall pass to the principal at the latest with the handover of the delivery item (whereby the start of the loading process is decisive) to the freight forwarder, carrier or any other third party appointed to carry out the shipment. This also applies if partial deliveries are made or if the company has taken over other services (e.g. dispatch or installation). If dispatch or handover is delayed due to circumstances caused by the customer, risk shall pass to the customer from the day on which the delivery item is ready for dispatch and the company has notified the customer accordingly.
6.4 Storage costs after transfer of risk shall be borne by the customer.
6.5 The company shall insure a consignment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the customer and at his expense.
7. PRICES AND TERMS OF PAYMENT
7.1 Prices apply to the scope of services and delivery listed in the order confirmations. Additional or special services will be charged separately. Prices are quoted in EURO ex works plus packaging, statutory value-added tax, customs duty and fees and other public charges for export deliveries.
7.2 Insofar as the company accepts (old) parts in payment, the price offered by the company for this purpose shall only apply subject to the proviso that these parts can be repaired.
7.3 If the agreed prices are based on list prices of the company and delivery is to take place more than four months after conclusion of the contract, the list prices of the company valid at the time of delivery shall apply.
7.4 The Company may reasonably increase the prices offered if the Company's production costs (in particular material and personnel costs) have increased in an unforeseeable and unavoidable manner between conclusion of the contract and delivery/service. In this case, the company will inform the customer immediately after becoming aware of the price increase. The customer is entitled to withdraw from the contract within a period of two weeks after this information if the contractual service has not yet been rendered.
7.5 The Company is entitled to execute or provide outstanding deliveries or services only against appropriate advance payment or provision of security; in particular, this is permissible in the case of orders with extensive material costs or long-term contractual services as well as if the Company becomes aware of circumstances which are capable of substantially reducing the creditworthiness of the Customer and which endanger the payment of the outstanding claims of the Company by the Customer from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).
7.6 Invoice amounts are to be paid by the customer within 14 days without any deductions, unless otherwise agreed in writing. The date of payment is determined by the date of receipt of payment by the company. Cheques are considered as payment only after encashment. If the customer does not pay interest on the due date, the outstanding amounts shall bear interest from the due date in accordance with the statutory provisions; the assertion of higher interest and further damages in the event of default shall remain unaffected.
7.7 The customer is only entitled to assign claims arising from contracts with the company with the prior written consent of the company.
7.8 Unless expressly agreed otherwise, cash discount deductions from the invoice amount are not permitted. Cheques and bills of exchange of the customer will only be accepted by the company after prior agreement - on account of payment - subject to timely and proper crediting. Any collection and discount charges incurred shall be borne by the customer.
8. LIEN - REALISATION - STALL FEE
8.1 The company is entitled to a legal lien on all objects of the customer, which are processed by the company with the knowledge and will of the customer. The right of lien extends to all claims of the company, which are also subject to the retention of title security according to clause 11.
8.2 If the customer is more than 2 months in arrears with a due payment, the company has the right, after prior written notification with a further period of 4 weeks, to sell the pledged item by auction and, if a market price is available, by private sale. In addition to its principal claim and the accrued interest, the company is also entitled to satisfy the costs caused by the liquidation proceeds. Any proceeds from the sale in excess of this amount shall be available to the orderer.
9.1 The warranty period is one year from delivery or, if acceptance is required, from acceptance.
9.2 The delivered goods must be carefully inspected immediately after delivery to the customer or to the third party designated by him. They shall be deemed to have been approved by the Buyer with regard to obvious defects or other defects which would have been recognisable during an immediate, careful inspection if the Company does not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the buyer if the notice of defects is not received by the company within seven working days of the time at which the defect became apparent; if the defect was already apparent to the customer at an earlier time under normal use, however, this earlier time shall be decisive for the beginning of the notice period. At the request of the company, a defective delivery item must be returned by the customer carriage paid. In the event of justified notification of defects, the company shall reimburse the costs of the cheapest shipping route; this shall not apply if the costs increase because the delivery item is located at a location other than the location of the intended use.
9.3 In the event of defects in components of other manufacturers which the company cannot remedy for legal licensing or factual reasons, the company shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against the company exist in the case of such defects under the other conditions and in accordance with these General Terms and Conditions only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless. During the duration of the legal dispute, the limitation period for the relevant warranty claims of the customer against the entrepreneur is suspended.
9.4 The warranty shall lapse if the customer modifies the delivery item or has it modified by third parties without the consent of the company and the rectification of defects becomes impossible or unreasonably difficult as a result. In any case, the customer shall bear the additional costs of remedying the defect resulting from the change.
9.5 The customer shall only have statutory rights of recourse insofar as he has not made any agreements with his customer that go beyond the statutory warranty claims and rights.
9.6 Delivery of used goods by the company as agreed with the customer shall be subject to the exclusion of any warranty for material defects.
9.7 If the examination of a notice of defect reveals that no warranted defect existed, the company shall charge the costs of the examination and, if necessary, repair at its currently valid cost rates; in this case the costs for sending the object complained of shall not be reimbursed and the return to the contractor shall be at the contractor's expense and risk.
9.8 If the principal commissions the tuning of contractual objects or the processing of classic car parts, the liability for material defects of the company is limited to the proper execution of this work. A contractual success will only be owed if this has been agreed in writing beforehand.
10.1 The liability of the Company for damages, for whatever legal reason, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tort, is limited in accordance with this clause 10, insofar as it is in each case a matter of fault.
10.2 The company is not liable in the case of simple negligence of its organs, legal representatives, employees or other vicarious agents, unless it is a violation of essential contractual obligations. Essential to the contract are the obligation for timely delivery and installation of the delivery item, its freedom from defects which impair its functionality or usability to a more than insignificant extent, as well as consulting, protection and custody obligations which are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer's personnel or to protect the customer's property from considerable damage.
10.3 Insofar as the Company is liable for damages on the merits pursuant to Section 10.2, this liability shall be limited to damages which the Company foreseen as a possible consequence of a breach of contract at the time of conclusion of the contract or which it would be liable for in the event of application of the provisions of Section 10.2.
10.4 In the event of liability for simple negligence, the Company's obligation to pay compensation for property damage and the resulting further financial losses shall be limited to an amount of EUR 1 million per case of damage, even if it concerns a breach of material contractual obligations.
10.5 The above exclusions and limitations of liability apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the company.
10.6 Insofar as the company provides technical information or acts in an advisory capacity and such information or advice does not form part of the contractually agreed scope of services owed by it, this shall be free of charge and to the exclusion of any liability.
10.7 The above limitations of liability do not apply to the liability of the company for wilful conduct, for guaranteed quality characteristics, for injury to life, body or health or under the Product Liability Act. 10.8 Insofar as the liability of the Company is limited above, claims against the Company shall lapse within 12 months. This also applies to claims for defects for which the company is not responsible, provided that they do not concern buildings or a delivery item which has been used for a building in accordance with its usual manner of use and has caused its defectiveness. In all other respects, the statutory limitation periods shall apply. Set subsequent performance actions no new statute of limitations is in progress.
11. RETENTION OF TITLE
11.1 The retention of title agreed below serves to secure all current and future claims of the company against the customer from the supply relationship existing between the contractual partners, including balance claims from a current account relationship limited to this supply relationship.
11.2 The goods delivered by the company to the customer remain the property of the company until full payment of all secured claims.
11.3 The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realisation (Section 11.8). Pledging and transfer by way of security to third parties is not permitted.
11.4 If the reserved goods are processed by the customer, it is agreed that the processing is carried out in the name and for the account of the company as manufacturer and that the company directly acquires ownership or - if the processing is carried out from materials of several owners or the value of the processed object is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created object in proportion to the value of the reserved goods to the value of the newly created object. In the event that no such acquisition of ownership should occur at the company, the customer transfers his future ownership or - in the above-mentioned relationship - co-ownership of the newly created item to the company as security. If the reserved goods are combined or inseparably mixed with other items to form a single item and one of the other items is to be regarded as the main item, the customer, insofar as the main item belongs to him, assigns to the company proportionate co-ownership of the single item in the ratio specified in sentence 1.
11.5 In the event of resale of the reserved goods, the customer hereby assigns to the company by way of security the resulting claim against the purchaser - in the event of co-ownership of the company in the reserved goods proportionate to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The company revocably authorises the customer to collect the claims assigned to the company in his own name. The company may only revoke this direct debit authorisation in the event of realisation.
11.6 If third parties access the reserved goods, in particular by attachment, the customer will immediately inform them of the company's ownership and inform the company of this in order to enable them to enforce their ownership rights. If the third party is not in a position to reimburse the company for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to the company.
11.7 The company shall release the reserved goods and the goods or claims replacing them if their value exceeds the amount of the secured claims by more than 25 %. The choice of the items to be released thereafter lies with the company.
11.8 The assertion of the retention of title or a demand by the Company to surrender the goods based thereon shall only be deemed a withdrawal from the contract if the Company expressly declares this.
12. OTHER BUSINESS
12.1 If the customer is a merchant, a legal entity under public law or a special fund under public law or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between the company and the customer is, at the choice of the company, its registered office or the registered office of the customer. In such cases, however, the exclusive place of jurisdiction for any legal action against the Company shall be the registered office of the Company. Mandatory legal provisions concerning exclusive places of jurisdiction shall remain unaffected by this provision.
12.2 The legal relations between the company and the customer are exclusively subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.