Parts sales conditions

General Terms and Conditions for the Sale of New and Used Vehicle Parts e- Non-binding recommendation of the Zentralverband Deutsches Kraftfahrzeuggewerbe e. V. (ZDK)

Parts Sales Conditions

Status: 12/2016

I. Payment

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

2. the buyer may only offset against claims of the seller if the counterclaim of the buyer is undisputed or a legally binding title exists. This does not apply to counterclaims of the Buyer arising from the same purchase contract. He may only assert a right of retention if it is based on claims from the same contractual relationship.

3. if the buyer does not pay the due purchase price and prices for ancillary services or does not pay them in accordance with the contract, the seller may withdraw from the contract and/or demand damages instead of performance in the event of culpable breach of duty by the buyer if he has unsuccessfully set the buyer 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 writing. Delivery periods shall commence upon conclusion of the contract.

2. ten days after exceeding a non-binding delivery date or a non-binding delivery period, the buyer may request the seller to deliver. The seller is in default upon receipt of the request. If the buyer 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 buyer also wishes to withdraw from the contract and/or claim damages instead of performance, he must set the seller a reasonable deadline for delivery after expiry of the ten-day period in accordance with clause 2 of this section. If the Buyer is entitled to compensation instead 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 buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract, claims for damages in the event of slight negligence are excluded. If, while the Seller is in default, delivery becomes impossible by chance, the Seller shall be liable subject to the limitations of liability agreed above. 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 be in default as soon as the delivery date or delivery period is exceeded. The rights of the Buyer shall then be determined in accordance with clause 2, sentence 3 and clause 3 of this section.

5. the limitations and exclusions of liability in this section shall not apply to damage caused by grossly negligent or wilful breach of obligations by the seller, its legal representative or its vicarious agent or in the event of injury to life, limb or health.

6. force majeure or operational disruptions occurring at the seller or its suppliers, 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 paragraphs 1 to 4 of this section by the duration of the disruptions to performance caused by these circumstances. If such disruptions lead to a delay in performance of more than four months, the Buyer may withdraw from the contract. Other rights of cancellation remain unaffected.

III Acceptance

1. the buyer 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 exercise his statutory rights.

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

IV. Retention of title

1. the object of purchase shall remain the property of the seller until settlement of the claims to which the seller is entitled on the basis of the purchase contract. If the buyer is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of his commercial or independent professional activity when concluding the contract, the retention of title shall also remain in force for claims of the seller against the buyer arising from the current business relationship until the settlement of claims to which the seller is entitled in connection with the purchase. At the request of the buyer, the seller is obliged to waive the retention of title if the buyer has indisputably fulfilled all claims in connection with the object of purchase and there is adequate security for the remaining claims from the current business relationship. 2.

2. the buyer 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 transfers by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security the claims arising from the resale or any other legal reason with regard to the object of purchase in the amount of the invoice amount in accordance with Section I. “Payment”, Clause 1. The seller revocably authorises him to collect the claims assigned to the seller for the seller’s account in his own name. This collection authorisation can only be revoked if the buyer does not properly meet his payment obligations.

V. Liability for material defects

1. claims of the buyer due to material defects shall become statute-barred after two years for new vehicle parts and after one year for used parts, in each case from the time of handover of the object of purchase. If the buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract, the claims for material defects in the case of new vehicle parts shall become statute-barred one year from the time of handover of the object of purchase; in the case of used vehicle parts, liability for material defects shall be excluded.

2. the shortening of the limitation period and the exclusion of liability for material defects in clause 1 of this section shall not apply to damage caused by a grossly negligent or intentional breach of obligations by the seller, his legal representative or his vicarious agent or 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 material contractual obligations, such as those which the purchase contract intends to impose on the seller according to its content and purpose or the fulfilment of which is essential for the proper execution of the purchase contract and on the observance of which the buyer regularly relies and may rely. This liability is limited to the typical damage foreseeable at the time the contract was concluded. The personal liability of the legal representatives, vicarious agents and employees of the seller for damages caused by slight negligence is excluded. Clause 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 in the event of 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 defect is to be remedied, the following shall apply:

a) The buyer must assert claims for material defects with the seller. In the case of verbal notification of claims, the Buyer must be given written confirmation of receipt of the notification.

b) Replaced parts shall become the property of the Seller.

VI Liability for other damages

1. other claims of the buyer which are not regulated in section V. “Liability for material defects” shall become statute-barred within the regular limitation period.

2. liability for delay in delivery is regulated conclusively in Section II “Delivery and delay in delivery”. For other claims for damages against the seller, the provisions in Section V. “Liability for material defects”, Clauses 3 and 4 shall apply accordingly.

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 relating to bills of exchange and cheques, shall be the registered office of the seller.

2. the same place of jurisdiction shall apply if the buyer has no general place of jurisdiction in Germany, moves his domicile or usual place of residence out of Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed. Otherwise, the place of jurisdiction for claims of the seller against the buyer shall be the buyer’s place of residence.

VIII. Notice pursuant to § 36 of the Consumer Dispute Settlement Act (VSBG)

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