All deliveries of goods and services – including future deliveries of the same will be covered solely by the following conditions. Any secondary agreements, amendments or other joint decisions will only become valid when agreed in writing.
Any differing Terms and Conditions of Business issued by the purchaser will only be regarded as binding if our express written agreement has been obtained. Neither the lack of written objections nor completion of delivery of goods and services is perceived as acceptance of the Terms and Conditions of Business issued by the purchaser.
All prices are understood to be in Euros, exclusive of the VAT valid on the day of delivery. Unless otherwise agreed, the prices are valid „ex factory“ including packaging. Packing is non-returnable. The costs for disposal of packaging will be born by the purchaser.
For any deliveries carried out more than 4 weeks after order per agreement, we are entitled to charge the prices valid on the day of delivery.
If the goods are being delivered to another member state of the European Union (EU), the purchaser is obliged to forward his VAT identification number applicable for the delivery plus a declaration of professional sector before despatch of the goods.
Our invoices are to be paid with 2 % discount for payment within 14 days after the date of issue of the invoice, or in full within 30 days of invoice date. If a direct debit has been arranged, a deadline of 2 weeks from the debit date is agreed for any objections to be made by the purchaser to his bank or financial institute.
If payment is not received within the declared time period, we are entitled to add interest in accordance with the valid legal late payment rates.
The purchaser is only entitled to withhold payment or to balance payments against costs when this has been agreed with us previously in writing.
Delay in payment or obstructions to our demands due to a deterioration of credit-worthiness of the purchase would entitle us to render all present payments due from the business relationship immediately payable or to demand security. In this case we reserve the right to demand full prepayment or security for any outstanding deliveries.
We have the right to deduct any amounts due to the purchaser from any payments due from the purchaser to us.
Delivery deadlines are only binding if they have been expressly agreed in writing.
Unexpected, unavoidable events or obstacles such as Acts of God or in-house operational problems, or problems arising in our supplier’s factories including delivery delays by our suppliers, will entitle us to postpone delivery to cover the duration of such events or obstacles. We will advise the client on the start and end dates of such events or conditions as soon as possible.
If delays occur and the client suffers damages as a result, the client may demand compensation fort he delay. This compensation will amount to 0.5 % of the value of the part of the delivery at the most however amounting to 5 % of the value of the part of the entire delivery, which cannot be used in time or deployed for its contractual use due to the delay. The client may only withdraw from the contract according to the legal stipulations if we are responsible for the cause of delay in delivery.
Part deliveries are permitted providing this is not unreasonable for the client.
Despatch / Transfer of Risk and Title
Despatch is ex-factory and the costs and risks are born by the purchaser. This is also valid if and insomuch as the despatch is carried out via our own transport facilities. Freight or transport insurance will be set up on request of and at the cost of the purchaser.
Disposable packaging will be charged at original cost and is not returnable. Other packaging materials (containers, box pallets, etc) will remain our property and are to be returned immediately at no charge to us.
Right of Possession
We reserve the right of possession on all items and products delivered by us until all payments and demands from the respective business relationship have been paid and met. With cumulative billing the right of possession will remain as security for all payments due.
If the goods covered by this right of possession become part and parcel of new objects which belong to the purchaser, it is perceived as agreed that the purchaser will transfer part ownership of these new objects to us and that he maintains due care of these objects in our interest. Our part ownership of these new objects equates to the value of the good delivered relative to the value of the new objects.
The purchaser will cede all payments to us from his client which relate to the sale of the goods under this right of possession. If the goods relevant to this right of possession are sold together with other goods which do not belong to us, the purchaser will cede to us the portion of the invoice amount which equates to the sales value of the goods under this right of possession. If goods are sold under a right of possession which only belong to us in part, then the payment made to us will equate to the relative portion of the goods sold which were our property.
The purchaser will remain irrevocably entitled to receive all payments resulting from the sale. The transfer of possession must be declared to his clients on demand and must provide us with full details and documents which will enable us to collect our entitlements.
We agree to release all securities held once their values exceed the payment claims covered by these securities by more than 10 %.
If the goods covered by this right of possession are held in pledge or if our entitlements are constrained in any way by a third party, the purchaser must advise us immediately.
If important legal regulations of the respective country do not allow for right of possession in the context of VI.1-6 but alternative legal rights to secure claims for payments of a supplier, we reserve the right to these. The purchaser is obligated to cooperate in all measures which serve to protect our property or other interests under these alternative legal rights.
A precondition for any complaint claims from the purchaser is that he promptly complies with all conditions of the investigation and complaint procedures according to § 377 HGB. A delivery is perceived as approved, if the purchaser does not complain within 5 working days after receipt of the delivery on identification of apparent faults including short quantity deliveries or if he fails to report in text form faults occurring at a later date within 5 days of noticing the fault.
The purchaser has no right to a warranty for natural wear-and-tear or for increased wear as a result of an unusual usage. Our products have to be installed and assembled by skilled trained staff and in accordance with the assembly instructions of the respective vehicle manufacturer. We accept no liability for errors or defects arising from installation by untrained, unskilled staff or for none observation of the assembly instructions.
The deadline for claiming warranty rights for errors is 2 years from the date of handing over to the end customer, providing the later is the consumer in the context of § 13 BGB. The legal rights and regulations remain unaffected. If the end customer is not a consumer, the deadline for claiming warranty rights for errors is 1 year after handing over to the end consumer, 36 months at the most however from the date of delivery to the purchaser.
Within the framework of this warranty we deliver replacement free of charge or credit the sales price if the error is discovered by the purchaser before selling on or installation: if the error or fault is only discovered at a later date, we reimburse any costs related to the repair or replacement of the defective part. We can refuse the latter, if the costs incurred are unreasonably high particularly related to the value of the product and the importance of the defect or error. In the case of a refusal of this nature the purchaser is only entitled to a withdrawal (only when the defects are considerable) or reduction of costs.
Within the framework of the cost reimbursement we are only liable for objectively perceived necessary expenses, which the purchaser had to incur through his customer for legally imperative reasons. Labour costs are only recognised on the basis of normal hourly rates, vehicle towing costs are only reimbursed if they are restricted to towing the vehicle to the nearest available workshop.
Delivery of replacements free of charge is not perceived as acceptance of the liability for the fault and is not seen as the start of the deadline for claiming warranty rights. Moreover we are entitled to reject fulfilment of claims resulting from the warranty until the defective part is sent back to us, providing we have not agreed to a repair of the defective product.
Liability for damage compensation
We are not liable for damage, no matter which material or legal reasons they are based on, unless such damage are the result of intentional or grossly negligent behaviour on our side or by one of our legal representatives, fulfilment assistants or assembly staff. If major contractual obligations are breached we shall be liable provided any such breach is the result of negligent actions of our legal representative, fulfilment assistant or assembly staff. In these cases our liability will be limited to expected, typical damage. The above liability restrictions are not valid in cases of culpable injuries to life, limb or health or with claims based on the product liability laws.
Place of Fulfilment and Court of Jurisdiction
Place of fulfilment for deliveries and payments in Hamburg.
Courts of jurisdiction for a legal disputes arising from this contractual relationship is Hamburg. We are also entitled to lodge claims at the purchaser’s registered address.
The laws of the Federal Republic of Germany will apply for all legal issues between the purchaser and us. Validity of the UN Purchasing Rights as well as the regulations of International Private Rights are excluded.
If one condition is or becomes invalid and ineffective, the validity of all other conditions remains unaffected.
The purchaser agrees that we may store all data relevant to his person whilst observing the legal regulations and that we may use these in the course of our business activities.