Terms and Conditions for the sale of new and used vehicle parts

I. Payment

1. The purchase price and prices for ancillary services are due for payment upon handover of the object of purchase and delivery or dispatch of the invoice.

2. The purchaser may only offset claims of the seller if the purchaser’s counterclaim is undisputed or a legally binding title exists. This excludes counterclaims of the purchaser arising from the same purchase agreement. He may only assert a right of retention insofar as it is based on claims arising from the same contractual relationship.

3. If the purchaser does not pay the due purchase price and prices for ancillary services or does not pay in accordance with the contract, the seller may withdraw from the contract and/or demand compensation in lieu of performance in the event of a culpable breach of duty by the purchaser, if he has unsuccessfully set the purchaser a reasonable deadline for performance, unless the setting of a deadline is dispensable in accordance with the statutory provisions.

II. Delivery and delay in delivery

1. Delivery dates and delivery periods, which can be agreed as binding or non-binding, must be specified in text form. Delivery periods begin with the conclusion of the contract.

2. The purchaser may, ten days after a non-binding delivery date or a non-binding delivery period has been exceeded, request the seller to deliver. The seller is in default upon receipt of the request. If the purchaser is entitled to compensation for damage caused by delay, this shall be limited to a maximum of 5% of the agreed purchase price in the event of slight negligence on the part of the seller.

3. If the purchaser wishes to withdraw from the contract and/or demand compensation in lieu of performance, he must set the seller a reasonable deadline for delivery after expiry of the ten-day period in accordance with section 2 of this section. If the purchaser is entitled to compensation in lieu of performance, the claim shall be limited to a maximum of 25% of the agreed purchase price in the event of slight negligence. If the purchaser is a legal entity under public law, a special fund under public law or an entrepreneur who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity, claims for damages in the event of slight negligence are excluded. If the delivery is rendered impossible by chance while the seller is in default, he shall be liable with the above-agreed limitations of liability. The seller shall not be liable if the damage would have occurred even if delivery had been made on time.

4. If a binding delivery date or a binding delivery period is exceeded, the seller shall already be in default upon expiry of the delivery date or the delivery period. The rights of the purchaser are then determined in accordance with section 2, sentence 3 and section 3 of this section.

5. The limitations and exclusions of liability in this section shall not apply to damages resulting from a grossly negligent or intentional breach of duty by the seller, his legal representative or his vicarious agent, as well as in the event of injury to life, limb or health.

6. Force majeure or operational disruptions occurring at the seller’s premises or at its suppliers’ premises which temporarily prevent the seller from delivering the object of purchase on the agreed date or within the agreed period through no fault of its own shall change the dates and periods specified in sections 1 to 4 of this section by the duration of the performance disruptions caused by these circumstances. If corresponding disruptions lead to a postponement of performance of more than four months, the purchaser may withdraw from the contract. Other rights of withdrawal shall remain unaffected.

III. Acceptance

1. The purchaser is obliged to accept the object of purchase within eight days of receipt of the notification of readiness. In the event of non-acceptance, the seller may make use of its statutory rights.

2. If the seller demands compensation for damages on the basis of a statutory claim, this shall amount to 10% of the purchase price. The compensation for damages shall be set higher or lower if the seller proves a higher damage or the purchaser proves that a lower damage or no damage at all has been incurred.

IV. Retention of title

1. The object of purchase shall remain the property of the seller until all claims to which the seller is entitled under the purchase agreement have been settled. If the purchaser is a legal entity under public law, a special fund under public law or an entrepreneur who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity, the retention of title shall also remain in force for claims of the seller against the purchaser arising from the current business relationship until settlement of claims relating to the purchase. At the request of the purchaser, the seller is obliged to waive the retention of title if the purchaser has irrevocably fulfilled all claims relating to the object of purchase and reasonable security exists for the remaining claims arising from the current business relationships.

2. The purchaser is entitled to process and sell the object of purchase in the ordinary course of business as long as he is not in default. Pledges or assignments by way of security are not permitted. The purchaser hereby assigns to the seller by way of security the claims arising from the resale or any other legal ground with regard to the object of purchase in the amount of the invoice amount in accordance with section I. “Payment”, section 1. The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This authorization to collect may only be revoked if the purchaser does not duly meet his payment obligations.

V. Liability for material defects and defects of title

1. Claims of the purchaser due to material defects and defects of title shall become statute-barred in accordance with the statutory provisions in two years from the date of handover of the object of purchase to the purchaser.
1.a. If the purchaser is a consumer within the meaning of § 13 BGB, a reduction of the two-year limitation period for material defects and defects of title to not less than one year from the date of handover of the object of purchase to the purchaser can only be effectively agreed when selling used parts if the purchaser is specifically informed of the reduction of the limitation period before submitting his contractual declaration and the reduction is expressly and separately agreed in the contract. For material defects and defects of title in goods with digital elements, the provisions of this section do not apply to the digital elements, but rather the statutory regulations.1.b. If the purchaser is a legal entity under public law, a special fund under public law or an entrepreneur who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity, the claims due to material defects and defects of title in new vehicle parts shall become statute-barred in one year from the date of handover of the object of purchase to the purchaser; in the case of used vehicle parts, liability for material defects is excluded.

2. If a reduction of the limitation period has been agreed with a consumer (see section 1.a.) or a purchaser in accordance with section 1.b. or the limitation period has been excluded vis-à-vis a purchaser in accordance with section 1.b., the reductions of the limitation period and the exclusion of liability for material defects shall not apply to damages resulting from a grossly negligent or intentional breach of duty by the seller, his legal representative or his vicarious agent, as well as in the event of injury to life, limb or health.

3. If the seller is liable under the statutory provisions for damage caused by slight negligence, the seller’s liability shall be limited: Liability shall only exist in the event of a breach of essential contractual obligations, such as those which the purchase agreement specifically intends to impose on the seller according to its content and purpose or the fulfillment of which is essential for the proper execution of the purchase agreement and on the observance of which the purchaser regularly relies and may rely. This liability is limited to the typical damage foreseeable at the time of conclusion of the contract. The personal liability of the legal representatives, vicarious agents and employees of the seller for damage caused by them through slight negligence is excluded. Section 2 of this section shall apply accordingly to the aforementioned limitation of liability and the aforementioned exclusion of liability.

4. Irrespective of any fault on the part of the seller, any liability of the seller for fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk and under the Product Liability Act shall remain unaffected.

5. If a rectification of defects is to be carried out, the following shall apply:
a) Claims for rectification of defects must be asserted by the purchaser to the seller. In the case of verbal notifications of claims, the purchaser must be given a confirmation of receipt of the notification in text form.
b) Replaced parts become the property of the seller.

VI. Liability for other claims

1. The statutory limitation periods shall apply to other claims of the purchaser that are not regulated in section V. “Liability for material defects and defects of title”.

2. Liability for delay in delivery is conclusively regulated in section II. “Delivery and delay in delivery”. The provisions in section V. “Liability for material defects and defects of title”, sections 3 and 4 shall apply accordingly to other claims for damages against the seller.

3. If the purchaser is a consumer within the meaning of § 13 BGB and the subject matter of the contract also includes the provision of digital content or digital services, whereby the part can also fulfill its function without these digital products, the statutory provisions of §§ 327 ff BGB shall apply to these digital content or digital services.

VII. Place of jurisdiction

1. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising from bills of exchange and checks, shall be the registered office of the seller.

2. The same place of jurisdiction shall apply if the purchaser does not have a general place of jurisdiction in Germany, moves his domicile or habitual residence out of Germany after conclusion of the contract or his domicile or habitual residence is not known at the time the action is brought. In all other respects, the purchaser’s domicile shall be the place of jurisdiction for claims of the seller against the purchaser.

VIII. Note in accordance with § 36 Consumer Dispute Resolution Act (VSBG)

The seller will not participate in a dispute resolution procedure before a consumer arbitration board within the meaning of the VSBG and is also not obliged to do so.