1. General

1. Our deliveries and services are exclusively provided on the basis of these General Terms of Business. They thereby apply to all future contracts. The terms count as accepted upon receipt of the goods or service at the latest. Contrary confirmations by the buyer referring to his terms of business or purchase are hereby rejected.
2. All agreements between ourselves and the buyer for the purpose of implementing a contract are to be recorded in writing in this contract.

II. Quotation, Conclusion of the Contract, Transfer of Rights and Obligations

1. The buyer is obligated to order for six weeks. The purchase contract is concluded when the seller confirms acceptance of an order for a purchase item described in detail in writing and has performed the delivery. The seller is obliged to immediately inform the buyer if he cannot accept the order.
2. Drawings, illustrations, dimensions and weights, fuel consumption and or operating costs do not represent guaranteed characteristics and correspond with our current status of knowledge.
3. The transfer of rights and obligations by the buyer from the purchase contract requires written permission from the seller.

III. Prices

The price of the purchase item is to be understood without discount and other reductions, excluding the valid VAT. Additional services (e.g. transportation costs or TÜV approval) will be invoiced separately.

IV. Delivery dates

1. For compliance with the agreed delivery dates, we are only liable to the extent that can be reasonably expected for punctual delivery. In the case of strikes, lock-downs, operational disturbances, acts of God and other hindrances that are not our fault incurred by our company or one of our sub-suppliers, we are entitled to fully or partially refuse delivery without the buyer being able to enforce claims for replacement of damages or demanding subsequent delivery. If we decide, despite the hindrance, to deliver and the delivery is therefore delayed, the following applies: if the duration of the hindrance lasts more than three months, the buyer is entitled to withdraw from the contract with respect to the unfulfilled part of the contract after setting an appropriate subsequent deadline.
2. If we delay the delivery, the buyer has a claim to compensation for the delay at half a percent of the delivery value for each full week of delay, up to a maximum of 5% of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded unless the delay is based on intent or gross negligence or a violation of one of the fundamental contract obligations.

V. Acceptance and Transfer of Risk

1. The buyer has the right to check the purchase item at the agreed place of approval within eight days of notification of availability, and is obliged to accept the purchase item within this period.
2. Any test drive before acceptance must be kept within the usual limits for test drives as a maximum of 20 km. If the purchase item is driven in a test drive before acceptance by the buyer or a representative, the buyer is liable for any damages incurred on the vehicle if the damage has been caused by the vehicle driver.If the buyer delays acceptance of the purchase item longer than 14 days from receipt of the notification of availability, we can set the buyer a subsequent deadline of 14 days with the declaration that we will refuse acceptance after expiry of this date. After unsuccessful expiry of the deadline, we are entitled to withdraw with a written declaration and demand replacement of damages due to non-fulfilment. Setting a subsequent deadline is not necessary if the buyer seriously and finally refuses acceptance or is not capable of paying the purchase price within this period.
3. Upon simultaneous withdrawal from the contract, if we demand replacement of damages due to non-fulfilment, this amounts to 15% of the agreed purchase price. Replacement of damages can be set higher or lower if we prove higher damages, or the buyer proves lower damages, have been incurred.
4. The risk of accidental loss or accidental impairment of the delivery item transfers to the buyer as soon as the shipment has been handed over to the person performing transportation. If the transfer delays due to reasons that are the fault of the buyer, the risk transfers to the buyer upon notification of availability for dispatch.

 

VI. Payment Terms

1. The purchase price and prices for additional services upon transfer of the purchase item are due for payment within eight days of receipt of written notification of availability and handover or dispatch of the invoice.
2. We are not obliged to accept bills of exchange. If the payment capacity of the party issuing the bill of exchange worsens, we are entitled to demand a cash payment. If the buyer delays fulfilment of the payment obligations or if bills of exchange or cheques are returned, if a seizure is initiated or if the assets worsen, we are entitled to withdraw from the supply contract, if it has not yet been fulfilled and request a cash payment. Furthermore, we are also entitled to take all circulating bills of exchange and cheques out of circulation. The incurred costs are charged to the buyer.
3. If the buyer  is in arrears with payment of our claims, arrears interest at 8% above the respective base interest rate in accordance with §247 BGB will be requested. §288 sec. 3 BGB remains unaffected. Enforcement of further damages is not excluded.
4. Price changes resulting from labour or material price increases are reserved, if there are at least 4 months between conclusion of the contract and delivery.
5. If the price of ordered goods exceeds €5000, we are entitled to request an advance payment to be agreed for the individual case.

 

VII. Reservation of Title

1. The following securities are granted up until fulfilment of all claims (including all balance claims from current accounts) due to us now or in the future from the buyer;
2. The goods remain our property. Processing or changing always takes place for us as a manufacturer, but without our obligation. The buyer must keep the items subject to proprietorship rights for us free of charge.
3. The seller is entitled to process and resell the items subject to reservation of title, as long as he is not in arrears. Pledges or security agreements are not permitted. The claims incurred from the resale or due to an illegal reason are hereby surrendered by the buyer to us at the full extent. We revocably allow the buyer to collect the claims surrendered to us for our account, but in his own name. The collection permission can be revoked if the buyer does not correctly meet his payment obligations. In this case, the buyer is obliged to give us all necessary details for the collection of the claim and provide us with the corresponding documents.
4. If third parties access the items under reservation of title, especially pledges, the buyer will refer to our reserved proprietorship and inform us immediately so that we can enforce our proprietorship rights.
5. If comprehensive insurance has been agreed, the buyer must immediately arrange a policy for the period of reservation of title with an appropriate excess, based on the stipulation that we are entitled to the rights from the insurance contract. The buyer allows us to apply for a security certificate for the vehicle comprehensive insurance and obtain information about the above-mentioned insurance arrangement. If, despite a written reminder, the buyer does not meet this obligation, we can arrange a comprehensive insurance policy at the cost of the buyer, charge the cost of the insurance premiums and collect the charges as part of the claim from the purchase contract.
6. The buyer has the obligation to maintain the correct state of the purchase item during the period of the reservation of title and must allow the planned maintenance work and servicing work immediately by us or for care of the purchase item at an authorised workshop.
7. In the case of conduct by the buyer against the terms of the contract (especially payment arrears), we are entitled to take back the items under reservation of title or demand surrender of the reserved rights of the buyer against third parties. Taking back or pledging the items under reservation of title does not represent withdrawal from the contract.
8. We will release the securities of our own choice that we are entitled to, at the request of the buyer if the value of the claims consistently exceeds the value by more than 20%.
9. If the law in the area of validity where the purchase item is found does not allow retention of title, we can exercise all rights we can reserve on the purchase item. The buyer is obliged to co-operate in all measures we take to protect our proprietorship right or another security right on the supply item instead.

 

VIII. Defect Claims

1. If the item displays material defects or legal defects within the expiry period which existed at the time of transfer of risk, the buyer has a claim to subsequent fulfilment and we can choose between improving and replacing delivery. We will cover the necessary expenses such as labour, material, transport and travel costs, as long as the expenses do not increase due to the purchased item being subsequently brought to a different place than the buyer's premises, unless relocation corresponds with purposeful use of the purchase item. The buyer must send us the parts he is making a complaint about at our cost.
2. Defect claims expire in 12 months after transfer of risk, if the longer expiry period is not compulsory due to recourse claims in accordance with § 479 I BGB.
3. The buyer must examine the item immediately upon delivery and an immediate written complaint must be made on the defect within 8 days of delivery or, if the defect could not be identified immediately in proper examinations, within 8 days of discovery of the defect (§ 377 HGB).
4. Defect liability is excluded for used purchase items.
5. If subsequent fulfilment is not successful, the buyer can withdraw from the contract irrespective of further claims to replacement of damages or reduce the payment. Withdrawal from the contract is excluded if it deals with an insignificant deviation from the agreed property or an insignificant impairment to the use of the purchase item.
6. Defect claims do not exist if the occurring error is associated with the buyer not immediately providing notification of an error, not handling the item correctly or subjecting it to excessive strain or if the purchase item is serviced, maintained or attended to in a company we have not authorised, if parts are installed in the purchase item which we have not authorised, if the purchase item has been changed in any other way than authorised by us or if the buyer has not followed the instructions on treatment, maintenance and care of the purchase item (e.g. operating manual).
7. The buyer's right of recourse against us only exists to the extent that the buyer has agreed with his customers beyond the legal defect claims.

 

IX. Replacement of Damages and Expenses Claims

1. We are liable in line with the legal terms if the customer enforces claims to replacement of damages or expenses (hereinafter: replacement of damages) based on intent or gross negligence, including intent or gross negligence by our representatives or agents. We are also liable according to the legal terms if we culpably violate one of the essential contract obligations and in cases of fatal damages or physical and health damages or if we have given a guarantee.
2. Replacement of damages for the violation of an essential contract obligation is limited to the foreseeable, typical types of damages, as long as it does not deal with intent or gross negligence and we are not liable for fatal injury, physical or health damages or guarantees given. These claims to replacement of damages expire in 12 months.
3. In all other cases, liability for replacement of damages (without consideration of the legal nature of the claim enforced) is excluded. We are therefore not liable for damages incurred from the actual supply item, e.g. lost profits, production losses and other asset damages suffered by the buyer.
4. The compulsory terms of product liability law remain unaffected.
5. Claims to replacement of expenses by the buyer are limited to the amount of interests involved with fulfilment of the contract.
6. If our liability is excluded or restricted, this also applies to the personal liability of our employees, workers, colleagues, representatives and agents.

 

X. Miscellaneous

1. This contract is subject to German law under exclusion of conflict of laws. Validity of the CISG is excluded.
2. The place of fulfilment is Oppenau. If the buyer is a merchant in the sense of HGB, a legal person under public law or public-legal assets, the court of jurisdiction for all claims from the business relationship is Oppenau.