Terms of Sale
Art. 1 General
(1) Our offers are addressed exclusively to entrepreneurs within the meaning of
Art. 14 BGB (Civil Code), i.e. any natural or legal person or business partnership which acts in pursuance of its professional activities as a trader or self-employed person when concluding a legal transaction. They alone are customers within the meaning of these General Terms and Conditions of Business.
(2) These conditions shall apply exclusively for all offers, deliveries and services, even those in the future, of GEBA-Autoteile GmbH, Wiedstrasse 8, 53560 Vettelschoss (hereinafter referred to as "GEBA" or "we"). They shall apply insofar as the customer is a merchant within the meaning of the HGB (German Commercial Code), including all future business relationships even if they are not expressly agreed again. The type and scope of the respective performance that is due shall be agreed by a separate contract.
(3) Any different conditions of the customer shall only ever become effective upon our written confirmation. The employees of GEBA are not authorised to enter into verbal ancillary agreements or to give verbal assurances that go beyond the content of the respective contract, including these General Terms and Conditions.
Art. 2 Subject of the agreement
(1) GEBA renders all performances exclusively on the basis of the provisions of this agreement and the respective individual contract concluded in respect of the relevant performance.
(2) The customer's purchase orders constitute a binding offer to GEBA for conclusion of a contract. Orders shall only become binding with regard to the scope and content in accordance with our written confirmation. The contract shall only come into existence when we accept the customer's binding purchase order by delivering the goods or if we confirm acceptance to the customer in text form or by a separate communication. We shall be entitled to accept the customer's contract offer within 14 days after receipt.
(3) We reserve the right to make minor technical changes to the ordered goods as well as changes in form, colour and/or weight within the framework of what is reasonable for the customer. Exact adherence to the order quantity is not always possible for technical reasons and requires written confirmation in the individual case. The customer agrees to over-deliveries or under-deliveries of up to 10% of goods insofar as this difference is not unreasonable for the customer.
Art. 3 Prices
The prices stated are ex-works for deliveries and they do not include packaging and freight costs or VAT. Insofar as a delivery is to be made more than four months after conclusion of the contract, we may withdraw from the contract in the case of unforeseen price increases in the material or delivery price of the goods to be used if no agreement is reached concerning an appropriate increase in remuneration. Compensation claims due to non-fulfilment cannot be asserted by the customer unless we have operated in a way that is intentional or which amounts to gross negligence.
Art. 4 Terms of payment
(1) Unless otherwise agreed in writing, our invoices are payable in cash without deduction within 30 days after the date of the invoice, irrespective of receipt of the goods. If payment is made within eight days after the date of invoice, we shall grant a discount of 2%. The time when the amount of the invoice is credited to our account is decisive for this.
(2) The customer shall have no right of retention insofar as it is not based on the same contractual relationship. Bills of exchange, checks and other payment instruction documents shall only be accepted for the purpose of performance und without liability for protest and only on condition of discountability.
(3) If we become aware of facts that suggest a low credit standing on the part of the customer, we shall have the right, even after conclusion of the contract, and beyond Art. 321 BGB, to demand immediate, adequate collateral or payment of the claims. If the customer is in delay with a part of their obligations, we shall be entitled to declare that all our claims are due immediately and, for the sake of security, to demand the transfer of goods delivered by us with reservation of ownership. Subject to the assertion of further rights, in the case of delay we shall be entitled to charge penalty interest at 9% above the prevailing base rate.
Art. 5 Delivery
(1) The delivery deadlines and the delivery periods confirmed by us are determined on the basis of the prevailing supply situation and to the best of our knowledge. Delivery deadlines and delivery periods shall, however, be binding only if they have been confirmed by us in writing and are expressly referred to as a binding delivery period. A delivery period agreed as binding commences on the day when we are in possession of a written agreement about the purchase order. It is complied with if readiness for dispatch is notified punctually. It shall be extended, notwithstanding our rights from delay on the part of the customer, by the period during which the customer is in delay with their obligations from this contractual relationship.
(2) Insofar as a binding delivery time has been stated or agreed and it cannot be adhered to by us contrary to expectations, we shall notify the customer immediately about the delay in delivery. Insofar as we are aware of it, this information provided to the customer shall include the new delivery date. If the delay in delivery is due to a circumstance for which we are responsible, the customer shall be free to wait for the goods or to cancel the purchase order. In the case of cancellation any consideration already rendered shall be reimbursed immediately. Force majeure, strikes and impediments beyond our control on our side or such circumstances on the part of one of our upstream suppliers as well as adverse weather conditions shall not constitute a circumstance for which we are responsible as defined above and shall extend the agreed delivery period by the duration of the hindrance.
(3) Insofar as we do not effect delivery of goods or fail to do so in compliance with the contract, the customer shall be required to set a reasonable additional period for us to effect the performance. A period shall be deemed to be reasonable if it is at least three weeks unless a shorter period would be adequate on account of the circumstances relating to the object to be delivered. If the customer does not set an additional period, they shall not be entitled to withdraw from the contract.
(4) When the goods are dispatched the risk shall be transferred to the recipient even if freight-free delivery is agreed and even if the dispatch is not effected from the place of performance in accordance with the provisions. Transport insurance shall be taken out only at the express request and cost of the customer. If the goods are ready for dispatch and there is a delay in acceptance or dispatch for reasons for which we are not responsible, the risk shall be transferred to the customer when the latter receives the notification of readiness for dispatch. Deliveries made ready must be accepted at the latest within 8 days after the date when readiness for dispatch is notified. If the customer does not accept the goods when this period has expired, even within an additional period set by us, or if the customer seriously and definitively refuses acceptance, we may demand compensation for additional expenses incurred or for storage costs or to fully or partially withdraw from the contract.
Art. 6 Warranty
(1) Insofar as the delivered goods are defective, we shall be entitled, within the framework of the statutory provisions, depending on our choice, to avoid the customer's claim for improvement by subsequent fulfilment in the form of rectification of the defect or delivery of a defect-free object. If the attempt at subsequent fulfilment fails, the customer shall be entitled to reduce the purchase price or to withdraw from the contract.
(2) A requirement for any warrantee rights is that the customer correctly fulfils all duties of examination and notification in accordance with Art. 377 HGB (German Commercial Code) insofar as the customer is a merchant. Complaints may only be lodged in writing in the case of identifiable defects immediately, and at the latest within 8 days after receipt; in the case of defects that are not immediately identifiable complaints may only be lodged immediately after they become identifiable. After expiry of the period the goods shall be deemed to be approved.
The assertion of a complaint about defects shall likewise be excluded if the condition of the goods has changed after risk is transferred and this is due to an action by the customer or a third party, the goods have been handled improperly by the customer or by third parties or have not been installed correctly, the place of installation or – if required – external additional parts are defective, incorrect external resources e.g. oil, lubricants, cooling agents or drive belts have been used or natural wear and tear has occurred. The latter is the case if the goods are older than one year or have travelled more than 20,000 km under normal conditions.
(3) If a claim is asserted for a defect within the warrantee period, the customer must prove that the defect was already present when the goods were transferred to them. Assertion of a complaint about a defect shall not give rise to entitlement to withhold the purchase price or the agreed remuneration.
(4) The limitation period for warrantee claims for the supplied goods shall be 12 months from receipt of the goods, apart from the case of compensation claims. Any claims due to losses arising from injury to life, the body or the health which are based on an intentional or negligent breach of duty on our part or by our legal representatives or vicarious agents as well as any claims due to any other losses based on an intentional or grossly negligent breach of duty on our part or by our legal representatives or vicarious agents shall not be affected by the limitation period.
(5) Customers' warranty claims shall be limited to subsequent fulfilment of the defective performance as such and shall not include compensation for loss or damage resulting from defects, dismantling and assembly costs or costs in connection with the installation or commissioning of items supplied by way of subsequent fulfilment unless there is intentional or grossly negligent action on our part.
Art. 7 Reservation of ownership
(1) Our deliveries shall be made exclusively with reservation of ownership. Ownership of supplied goods shall be transferred to the customer only when all claims from the business relationship have been discharged even if payment is made for specific, designated goods.
(2) If a running account is operated, the reservation of ownership serves as collateral for the outstanding balance. Treatment or processing of goods supplied by us always takes place on our behalf without giving rise to any liabilities for us. If goods supplied by us are mixed or combined with other objects, the customer assigns their right of ownership and co-ownership to us already now and undertakes to preserve the new objects for us with due diligence. The customer shall be entitled to sell on the reserved goods by way of normal business practice if it is ensured that the claim from the further sale is transferred to us and the customer conveys the reservation to their purchaser in writing to the effect that ownership is transferred to their purchaser only when full payment for these reserved goods is made to us. The transfer of ownership to the purchaser is not dependent in this way on full settlement of all claims from the business relationship.
(3) The customer must inform us immediately about any seizure of the goods or any other legal or effective intervention by third parties.
(4) If the customer sells the goods, irrespective of the condition, they hereby assign to us, from now until full settlement of all our claims, the claims arising for them against the purchaser from the alteration or sale up to a maximum amount of 110% of our claim. The assignment shall not include claims due to third parties within the framework of retention of title that is customary in the business sector. Insofar as the sum of the customer's receivables exceeds the maximum amount included in the assignment, the assignment shall cover the receivables in the chronological sequence in which they arise. The customer is entitled to collect the assigned receivables until revocation of this entitlement at any time. The customer is required to keep the collected amounts separately for us and to transfer them to us immediately. If and insofar as the receivables assigned to us amount to less than 110% of our claims against the customer, the customer hereby assigns to us, in order to reach this level, the current and future claims due to them – irrespective of the legal reason – up to the level of the above-mentioned maximum amount and authorises us to collect and then offset them as long and insofar as claims exist on our side against the customer.
Art. 8 Liability
(1) We shall have unlimited liability in accordance with the statutory provisions for damage to life, body and health due to a negligent or intentional breach of duty by us, our legal representatives and vicarious agents and for loss or damage covered by liability under the Produkthaftungsgesetz (Product Liability Act). We shall be liable in accordance with the statutory provisions for loss or damage not covered by sentence 1 and which is due to intentional or grossly negligent breaches of contract as well as dishonesty by us, our legal representatives or vicarious agents. For loss or damage due to absence of a warranted quality which does not arise directly from the goods we shall only be liable if the risk of such loss or damage is evident from the warranty for the quality.
(2) We shall also be liable for loss or damage caused by ordinary negligence insofar as the loss or damage arising in this way is due to a breach of rights that are to be granted to the customer in accordance with the content and purpose of the relevant contract and/or insofar as the loss or damage arising in this way is due to a breach of duty the fulfilment of which makes proper implementation of the contract possible at all and upon compliance with which the customer relies and may rely as a matter of course (cardinal duties). Liability for such claims is limited to the loss that typically occurs and is foreseeable in the respective case.
(3) Any further liability shall be excluded irrespective of the legal nature of the claim asserted.
Art. 9 Data protection
(1) We comply with the regulations of data protection laws and take protection of personal data seriously in the interest of the customer. Personal data is used by us exclusively to process the customer's purchase order. All customer data is stored and processed by us in compliance with the relevant regulations of the Bundesdatenschutzgesetz (Federal Data Protection Law) (BDSG), the General Data Protection Regulation, other data protection laws that apply in Member States of the European Union and other provisions associated with data protection.
(2) As a matter of principle we collect and use personal data of our customers and business partners only insofar as necessary for fulfilment of the contract. Collection and use of personal data takes place regularly only after consent from the relevant person. An exception is made in cases where it is not possible to obtain consent in advance for objective reasons and the processing of the data is permitted by statutory regulations.
(3) Insofar as we obtain consent from the data subject for processing operations for personal data, Art. 6 (1) a EU General Data Protection Regulation (GDPR) is the legal basis for processing personal data.
Where it is necessary to process personal data for fulfilment of a contract for which the contracting party is the data subject, Art. 6 (1) b GDPR is the legal basis. This also applies for processing operations required to carry out pre-contractual measures.
Insofar as processing of personal data is required to fulfil a legal obligation to which our company is subject, Art. 6 (1) c GDPR is the legal basis.
If processing is necessary to safeguard a justified interest of our company or of a third party and the interests, basic rights and fundamental freedoms of the data subject do not outweigh the aforementioned justified interest, Art. 6 (1) f GDPR is the legal basis for processing.
(4) We shall not forward the personal data of our customers and business partners, including the name, address and e-mail address, to third parties without express consent from the data subject which may be revoked at any time. An exception to this is forwarding of data to service partners which require conveyance of customer data to process purchase orders. This relates only to name, address data and, where specifically demanded, the telephone number of the respective recipient of a delivery. Forwarding of data ensues exclusively to the appointed shipping/forwarding company. In any case the scope of conveying data is restricted to the minimum necessary.
(5) Personal data of the data subject is deleted or blocked in our company as soon as the purpose of storage no longer applies. Storage beyond this may take place if this is provided for by the European or national legislator in EU regulations, laws or other rules. Blocking or deletion of data is also carried out if a storage period prescribed by the above-mentioned standards expires, unless further storage of the data is necessary for conclusion of a contract or fulfilment of a contract.
(6) As the person affected by collection or storage of personal data you have the right at any time to information free of charge concerning data stored that relates to you personally, its origin and recipient, the right to correction, blocking or deletion as well as restriction of data processing, the right to data portability, the right to object, the right to revoke consent already granted as well as the right to lodge a complaint with a regulatory authority. You will find a detailed list of your rights in our data protection provision at http://geba-autoteile.de/de/sonstiger-inhalt/datenschutzerklaerung/.
Art. 10 Place of performance/place of jurisdiction
(1) The place of performance is Vettelschoß.
(2) In the case of agreements with merchants, i.e. customers, who engage in trading activities or are classified as merchants in terms of the German Commercial Code for any other reason, as well as with legal persons governed by public law, Linz am Rhein/Koblenz shall be the exclusive place of jurisdiction for any disputes directly or indirectly arising from the contractual relationship.
(3) The law of the Federal Republic of Germany shall apply exclusively with exclusion of UN sales law.