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General Terms


General


1. Our supplies and services are based solely on these General Terms and Conditions,
insofar as the buyer is a businessperson, legal entity under public law or
special fund under public law, upon conclusion of contract. These General
Terms and Conditions also apply to all future contracts. These Terms and Conditions
are deemed to be accepted at the latest upon receipt of the goods or
service. Any assertions by the buyer to the contrary with reference to their Terms
and Conditions of Business or Purchase are herewith rejected.
2. All agreements made between ourselves and the buyer for the purpose of executing
a contract must be set out in writing in this contract. Side agreements
shall only be valid if they are set out in writing in the contract or our order confirmation.
II. Offer and contract conclusion, transfer of rights and duties
1. The buyer is bound to their order for six weeks. The purchase agreement is
concluded once the seller has confirmed the acceptance of the order for the item
of purchase described in further detail therein in writing within this period or once
the delivery has been executed. However, the seller undertakes to notify the
ordering party without delay if same shall not accept the order.
2. Any drawings, illustrations, measurements and weights, consumption of consumables
and operating costs do not represent a guarantee of quality and reflect
our current knowledge.
3. The transfer of the buyer’s rights and duties from the purchase agreement shall
require the written consent of the seller.
III. Pricing
Prices for the item of purchase are quoted ex manufacturer’s works without discount
and other price reductions, excluding the respectively applicable value
added tax. Additional incidental costs (e.g. transport costs, financing costs or
TÜV testing) shall be charged additionally.
IV. Terms of delivery
1. Delivery dates and delivery periods are not binding unless expressly designated
as binding in the contract. Binding delivery dates and delivery periods may only
be agreed in writing. Delivery periods shall commence upon contract conclusion.
2. We shall only be liable for compliance with the agreed delivery dates and the
delivery periods insofar as timeous delivery is reasonable for us. In the event of
the strikes, lockouts, operational disruptions, force majeure and other events
beyond our control that arise in our operations or at one of our suppliers, we
shall be entitled to reject the delivery, in whole or in part, without the buyer being
entitled to assert damage claims or demand subsequent delivery. Should we
decide to deliver despite the difficulties and our delivery is thereby delayed, the
following shall apply: The agreed delivery periods and delivery dates shall be
postponed by the period of time that we were prevented from fulfilling our obligations
through no fault of our own. Should the delay continue for longer than
three months, the buyer shall be entitled to withdraw from the contract with respect
to the part not yet fulfilled after having set an appropriate period of grace.
3. In the event of non-binding delivery periods or delivery dates, we shall only be
in default in respect of delivering the goods owed by means of a request by the
buyer. A valid request for delivery shall be possible four weeks after the end of
the non-binding delivery date or the non-binding delivery period at the earliest.
4. Should we default on our delivery, the buyer’s potential damages due to the
delay in the event of simple negligence shall be limited to 5% of the purchase
price of the services and supplies affected by the delay. Any further claims shall
be excluded unless the delay is based on the wilful intent or gross negligence of
the seller or their vicarious agents. Furthermore, there shall be no limitation of
liability for all claims arising from injury to life, body or health.
5. Should the buyer wish to withdraw from the contract and/or demand damage
compensation in lieu of performance, the seller must set the buyer an appropriate
period of grace after occurrence of default. Any withdrawal and assertion of
damage claims in lieu of performance shall only be possible after fruitless expiry
of this period of grace. Damage claims in lieu of performance shall be excluded
in the event of slight negligence on the part of the seller or their vicarious agents.
6. If performance becomes impossible by coincidence during the occurrence of
default, we shall only be liable in line with the limitations of liability mentioned in
clause 4. We shall not be liable if the damages would have occurred even if
delivery had been made in good time.
7. If the seller requests changes regarding the execution or the scope of delivery
during the term of the delivery period, the continuation of the delivery period shall
be interrupted. We shall not be responsible for any delays arising therefrom. The
same shall apply if the buyer defaults on their payment or other performance or
cooperation obligations.
V. Delivery, acceptance and transfer of risk
1. Any changes to design and form, deviations in colour as well as changes to the
scope of delivery by the manufacturer shall remain reserved during the delivery
period, provided the changes or deviations are reasonable for the buyer, taking
into account the interests of the seller.
2. The buyer has the right to inspect the item of the purchase at the agreed place
of acceptance within 8 days after receipt of the notification of provision, and the
duty to accept the item of purchase within this period.
3. Any trial run prior to acceptance shall be kept within the limits of customary trial
runs – a maximum of 20 km. If the item of purchase is driven by the buyer or one
of its authorised representatives in the trial run prior to its acceptance, the buyer
shall be liable for any damages arising to the vehicle if the damages are caused
by the driver.
4. With the acceptance, all risks pass to the buyer unless agreed to otherwise. Any
agreements to the contrary may only be made in writing.
5. If the buyer defaults on the acceptance of the item of purchase for more than 14
days from receipt of the notification of provision, we may set a period of grace of
14 days for the buyer and state that we shall reject acceptance after expiry of this
period. After fruitless expiry of the period of grace, we shall be entitled to withdraw
by means of a written declaration and demand damage compensation on account
of non-performance. Setting a period of grace shall not be necessary if the buyer
seriously and finally refuses acceptance or is obviously not in a position to pay the
purchase price within this period.
6. Should we demand damage compensation on account of non-performance upon
simultaneous withdrawal from the contract, the damage compensation shall
amount to 15% of the agreed purchase price. The damage compensation must be
increased or decreased if we prove higher, or the buyer proves lower damages.
7. The risk of accidental loss or accidental deterioration of the item of supply shall
pass to the buyer as soon as the shipment has been handed to the person executing
the transport. If the handover is delayed for reasons that the buyer is responsible
for, the risk shall pass to the buyer upon notification of provision.
VI. Payment terms
1. The purchase price and prices for additional charges shall be payable upon handover
of the item of purchase, at the latest however 8 days after receipt of the written
notification of provision and handover or remittance of the invoice for payment.
2. We are not obligated to accept bills of exchange. In the event of a deterioration in
the solvency of a party obligated under a bill of exchange, we shall be entitled to
demand payment in cash. If the buyer defaults on meeting their payment obligations,
a bill of exchange or cheque is protested, attachments are effected against
same or the buyer’s financial position deteriorates significantly, we shall be entitled
to withdraw from the supply contract, to the extent not already performed, and demand
payment in cash for further deliveries. Furthermore, we shall be entitled to
withdraw any bills of exchange and cheques in circulation. The costs arising therefrom
shall be borne by the buyer.
3. Should the buyer delay in the payment of our claims, default interest on the amount
of 9% above the respective base interest rate pursuant to Section 247 of the German
Civil Code (BGB) shall be charged. § 288 (3) BGB remains unaffected. We
reserve the right to assert further damages.
4. We reserve the right to amend our prices based on increases in wages or the price
of materials if four months have passed between contract conclusion and delivery.
5. If the price of the ordered goods exceeds € 5,000, we shall be entitled to demand
advance payment in individual cases.
6. The buyer may only offset amounts against our contractual claims if the buyer’s
counterclaim is acknowledged by us or established by a court of law. The buyer
may only assert a right of retention in respect of our claims for unacknowledged or
legally established claims if the claim is based on entitlements arising from the
purchase agreement.
VII. Reservation of title
1. The following collateral shall be granted to us until all the claims owing to us from
the buyer, now or in the future, from the business relationship have been fulfilled:
2. The goods remain our property. Any processing or alteration shall always be made
for us as the manufacturer, however with no obligation on our part. The buyer shall
keep the items under our reservation of title at no charge on our behalf.
3. The buyer is entitled to process the goods subject to reservation of title in the ordinary
course of business and to sell same provided that the buyer does not default.
Pledging or collateral assignments are not permitted without our written consent.
The same shall apply to surrender of the goods to third parties for use. As a precaution,
the buyer assigns to us already at this point in full any claims arising from
the resale of the goods or any other legal grounds. We revocably authorise the
buyer to collect the claims assigned to us for our account in their own name, however.
The collection authorisation may be revoked if the buyer does not properly
meet their payment obligations. In this case, the buyer is obligated to provide us
with all the information necessary for collecting the claim and handing us all the
related documents.
4. In the event of third party access to the goods under reservation of title, in particular
attachments, the buyer shall make reference to our reservation of title and notify
us immediately so that we may assert our ownership rights. The cost of measures
to remedy interventions in our reserved property shall be borne by the buyer.
5. If the taking out of fully comprehensive insurance cover was agreed, the buyer
shall immediately conclude such for the duration of the reservation of title with an
appropriate deductible with the proviso that the rights from the insurance policy
accrue to us. The buyer authorises us to apply for an insurance certificate for the
fully comprehensive vehicle insurance and to obtain information regarding the
aforementioned insurance policy. If the buyer fails to meet this obligation despite
our written warning, we shall take out a fully comprehensive insurance policy at
the cost of the buyer, pay the insurance premiums and collect same as components
of the claim arising from the purchase agreement.

May, 2016