Terms and Conditions

Section 1 General and Scope

These General Conditions apply for all our quotations, sales, deliveries and services as well as for all current and future business relationships.

Divergent, contradictory or additional general terms and conditions shall not become an element of any contract, regardless of knowledge of such, unless specifically agreed to in writing on our part.

The General Conditions shall only apply with regard to business enterprises. Business enterprises within the meaning of these General Conditions are natural persons, legal entities or partnerships possessing legal capacity with whom we enter into a business relationship and who are acting in a commercial or independent professional capacity.

In cases where these General Conditions have not been provided to the customer with the relevant quotation or on an alternative occasion, they shall nonetheless be applicable where the customer has or should have knowledge of such on the basis of a previous business transaction.

Section 2 Conclusion of Contract

Quotations and list prices are subject to confirmation. We reserve the right to make technical alterations or alterations to form, colour and/or weight, insofar as is reasonable.
Upon ordering the goods, the customer declares its intention to purchase the goods with binding effect.

A contract with the customer shall only be affected following our order confirmation or upon completion of the order.

The conclusion of all contracts is subject to our receiving correct and timely deliveries from our suppliers; whereby this shall only apply for non-delivery not occasioned by ourselves, particularly in the event of a congruent covering transaction concluded with our supplier. The customer will be informed immediately should any service not be available.

Order acceptance on our part occurs on the premise that the customer is creditworthy. In the event that the customer is not creditworthy upon conclusion of the contract or lacks creditworthiness at a later date, we shall be entitled to withdraw from the contract or to require immediate payment, including where bills of exchange have been presented. Lack of credit-worthiness will be presumed where, for example, the customer defaults on payment for a previous delivery.

Section 3 Retention of Title to Goods

Title to the goods is retained on our part until payment of all accounts receivable from the ongoing business relationship have been received in full.

The customer is obliged to handle the goods with due care and attention. Insofar as maintenance work or inspections are required, the customer is obliged to carry these out regularly and in due form at its own cost. Reserved goods (goods subject to a retention of title) are to be stored separately from all other goods, insured against fire by the customer and, at our request, labelled accordingly.

The customer is obliged to inform us immediately of any seizure of the goods by a third party, for example, in the event of a levy of execution; and of any damages to or destruction of the goods. The customer shall notify us immediately of any change in possession of the goods or a change of domicile on its part. The customer shall be liable for costs incurred for any action of third-party opposition where such is the result of action occasioned by it.

In the event of any petition for the commencement of bankruptcy proceedings against the assets of the customer, default in payment, cessation of payments or any other endangerment to performance of the contract on the part of the customer, we shall be entitled to withdraw the customer's right of disposal of the reserved goods and require that they be returned to ourselves; whereby the customer shall not be availed of any right of retention unless the right of the customer is based on the same individual contractual relationship from which the right to recover possession ensues. The customer shall bear all costs arising from the return of reserved goods. We shall be entitled to sell the recovered goods either at auction or by private sale and to offset the proceeds against our accounts receivable. Assertion of our right of retention of title to the goods shall not amount to a withdrawal from the contract. The same shall apply with respect to any other conduct on the part of the customer which is contrary to the terms of the contract and, in particular, any breach of its obligations in accordance with Sections 2 and 3.

In the event that the prerequisites of Section 4 occur, we shall be entitled to either fully or partially withdraw from the contract without being under any obligation to extend a period of grace. In such an event, the customer will be liable for any depreciation in the value of the goods.

Our rights to preferential settlement of claims, segregation and substitutional segregation remain without prejudice.

The customer is entitled to re-sell the goods in the ordinary course of business and hereby assigns to us all accounts receivable, up to the value of our invoice amount, accruing to it through sale to a third party. We hereby accept the aforestated assignment. In accordance with the assignment, the customer is authorised to collect the accounts receivable. We reserve the right to effect collection of the accounts receivable ourselves immediately upon the customer failing to meet its payment obligations and defaulting on payment. The same shall apply to accounts receivable resulting from destruction of or damage to the reserved goods.

Processing and handling of the goods on the part of the customer shall always occur in our name and on our behalf without any obligation on our part arising therefrom. In this respect, the customer undertakes to indemnify us from any obligations that may arise. In the event of processing with any item for which we do not hold title, we shall acquire co-ownership in the resulting new item in proportion to the value of the goods supplied by us forming part of the said processed item. This shall also apply where the goods are mixed or combined with other items for which we do not hold title.

In the event that the value of the securities provided to us exceeds our accounts receivable from the entire business relationship by more than 20%, at the request of the customer, we shall be obliged to transfer back securities of our choice to the effect that the value of the securities retained exceeds our accounts receivable by less than 20%.

Section 4 Payment

Our prices are ex-works, ex-central warehouse or FOB port of origin, insofar as not otherwise quoted or agreed.

In the absence of alternative terms of payment agreed with the customer in writing, the customer undertakes to effect payment within 14 days of the invoice date. Following expiry of this period the customer will be in default on payment.

Furthermore, in the event of default on payment by the customer, we shall be entitled to withdraw from any contracts that have not yet been fulfilled on our part, following the granting of a 14 day period of grace to the customer by ourselves for the purpose of allowing it to fulfil its outstanding payment obligations and following notification to the customer of the threat of withdrawal on our part.

The customer shall be liable to pay default interest at 8 percent above the base interest rate for the period of delayed payment. We reserve the right to provide evidence of and assert claims for greater damage ensuing from the default on payment.

The customer shall only be availed of a right to offset where its counterclaims are judicially non-appealable or have been recognised on our part. The customer may only exercise a right of retention where its counter-claim results from the same contractual relationship.
Bills of exchange will only be accepted as conditional payments subject to prior agreement. Costs incurred for bills of exchange and discount charges will be charged separately and are to be paid in full immediately.

Section 5 Passing of risk

The risk of accidental destruction or accidental deterioration of the goods passes to the customer upon handover; and in the case of sales shipment, upon delivery to the forwarding agent, carrier or other person or organisation tasked with executing shipment.

Handover shall not be prejudiced where the customer delays in acceptance.

Section 6 Shipment and Delivery Time

Delivery of goods within one week of the stated or agreed delivery time shall be deemed to be on time. Should shipment be impossible for reasons not occasioned by ourselves, the contract shall be deemed to have been performed when the goods are made available and the customer has been notified to that effect. Insofar as not occasioned by ourselves, cases of force majeur, traffic or production disruption, strike, shortage of raw materials and suchlike shall result in a reasonable extension of the delivery time. Default on delivery on our part shall only be deemed to have occurred where a further delivery period of at least 14 days, specified by the customer in writing, has been exceeded and the additional delay is occasioned by ourselves. In the event of any delay in delivery and provided that the delay does not result from wrongful intent or gross negligence, any claims against us for damages – regardless of nature – are excluded.

Transport insurance will be provided by us up to the point of transfer of risk. Partial deliveries shall be permitted and will be invoiced individually.

Immediately upon delivery, the business enterprise is obliged to supply replacement Euro-pallets in the same number and of the same quality as those used for the delivery. Where this does not occur, the Euro-pallets provided will be charged for by ourselves.

Section 7 Warranty

In the event of any defect of the goods, the guarantee shall first be fulfilled by either remedying the defect or supplying substitute goods, whichever is deemed more suitable by ourselves.
Where such subsequent performance is unsuccessful, the customer may, as a matter of principal, request a lowering of the price payable (reduction) or cancellation of the contract (withdrawal), whichever it deems more suitable. However, in the event of a minor infringement of contract, particularly in the case of minor defects, the customer shall not be entitled to withdraw from the contract.

The customer is required to notify us in writing of any obvious defects immediately upon discovery of such; where this does not occur, the assertion of any warranty claim shall be excluded. Prompt forwarding of notification shall be sufficient to fulfil the notification deadline. The customer bears the full burden of proof for all claim requirements, in particular, proof of the defect itself, the point in time at which the defect was discovered and for the promptness of notice of the defect.

Obvious defects sustained during transport must be notified by the customer immediately upon arrival of the goods at the place of delivery and prior to the processing or handling of such. The customer's obligation to inspect the goods shall apply to the entire delivery. Irrespective of any transport defects, the goods must be accepted and correctly stored. Hidden defects sustained during transport are to be notified by the customer immediately upon the discovery of such. Any complaint relating to transport defects must be submitted in writing stating exact details of the defect. Opportunity to inspect any goods subject to complaint is to be afforded to ourselves.

Should the customer choose to withdraw from the contract due to a legal or physical deficiency following unsuccessful subsequent performance, it shall not be entitled to make any additional claims for damages relating to the defect.

Should the customer choose to accept damages following unsuccessful subsequent performance, the goods shall remain on the customer's premises if this can be reasonably expected. The damages shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply where the breach of contract is the result of wilful deceit on our part.

The warranty period is one year from delivery of the goods.

Essentially, it is agreed that the quality of the goods is to correspond solely to the manufacturer's product description. Public statements, recommendations or advertising on the part of the manufacturer shall not constitute any additional contractual statement regarding the quality of the goods.

Should the customer receive defective assembly instructions, we shall solely be obliged to supply correct assembly instructions; whereby this obligation shall only apply if the defect in the assembly instructions is contrary to correct assembly.

In the absence of alternative agreement, the customer is not availed of guarantees within the legal meaning. Manufacturers' guarantees remain without prejudice therefrom.

Any warranty or guarantee is excluded where the goods delivered by ourselves are used for motor sports of any kind or if they are modified in any other way (repairs, unauthorised actions by the customer, inappropriate use).

Section 8 Limitation of Liability

In the event of ordinary negligent breaches of obligation, liability on our part shall be limited to average losses that are foreseeable, direct and typical to the contract according to the nature of the goods. This shall also apply for minor negligent breaches of obligations on the part of our legal representatives or vicarious agents.

We shall not be liable for minor negligent breaches of non-substantial contractual obligations.
The above limitations of liability do not apply to the customer's claims resulting from product liability. Furthermore, the limitations of liability do not apply for any damage to body or health or for loss of life attributable to us.

Any claims for damages on the part of the customer resulting from a defect shall become barred by limitation one year following delivery of the goods. This shall not apply in the event of gross negligence or wrongful intent on our part, or in the case of any damage to body or health or loss of life attributable to us.

Section 9 Handling of the Goods

Attention is hereby expressly drawn to the fact that the customer is always required to handle the goods appropriately and devoid of negligence of any nature. The customer is constantly obliged to ensure that handling of the goods complies with and observes the relevant directives and regulations of the responsible professional trade association or chamber of handicrafts. In the event that this contractual obligation is infringed and regardless of legal reason, all warranty or guarantee obligations or replacement obligations shall be excluded by us, provided the infringement is not the result of gross negligence or wrongful intent on our part.

Section 10 Sample Drawings

Any sample drawings or other such material required by the customer shall be provided free of charge by ourselves.

This documentation remains our property and must be returned by the customer upon request at any time.

Section 11 Data Protection

Within the scope of German Data Protection Act ( Datenschutzgesetz ), we are entitled to store and process data pertaining to the customer that has been provided in the course of the business relationship or which is connected with such.

Section 12 Concluding Provisions

The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Where the customer is an entrepreneur, legal person under public law, or a special public asset, the exclusive legal venue for any disputes resulting from this contract shall be our place of business. The same shall apply where the customer is not availed of a general legal venue in Germany, or where its domicile or usual place of residence are not known at the time that legal proceedings are instituted.

In the event that any individual provisions of the contract with the customer, including these Conditions of Sale and Supply, are or become either partially or wholly invalid, the validity of the remaining provisions shall remain without prejudice. The wholly or partially invalid provision is to be replaced with an alternative provision most closely meeting the economic intention of the invalid term. The same shall apply in the event of any loophole in the contract.