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Terms and conditions for business customers
of Rameder Anhängerkupplungen und Autoteile GmbH
As at December 2014
- These terms and conditions apply to businesses, legal entities under public law or special funds under public law (hereinafter: customer).
- Our deliveries, services and offers are provided solely on the basis of these terms and conditions. They also apply to all future business with the customer, as long as it involves transactions of the same or a related kind.
- The customer's terms and conditions or purchasing conditions are hereby excluded.
Offers and conclusion of the contract
- An order by the customer, which needs to be qualified as an offer to conclude a contract, can be accepted by us within two weeks by sending a written confirmation or by performing the contractual service within the same period.
- The presentation of our goods on our website or in our catalogues, as well as granting the option to order in our online shop, does not incorporate a binding offer on our part. If the customer orders goods in our online shop, this represents an offer to us to conclude a sales contract; for this purpose, we send the customer all the information on which the contract is based in text form by email. When the goods are delivered, the customer receives the contract details in the original.
- Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing.
- Our delivery obligations are subject to being supplied ourselves correctly and on time, unless we are responsible for the incorrect or delayed supply to us.
- Details about delivery times are approximate unless otherwise agreed with the customer. Delivery times only start once all execution details and technical questions have been fully clarified and require the proper fulfilment of the customer's obligations. In principle we aim to despatch all products, which are available immediately from our warehouse, within two working days. If products are not immediately available, we will advise you of this without delay. It is possible to deliver the goods particularly quickly by express delivery on the following working day if the customer's order is received in time and the goods are available.
- With every order, we reserve the right to check the customer's credit rating and to make the delivery dependent on a deposit being paid. In this case the order will be processed after receipt of the deposit.
- If the customer is late calling off, accepting or collecting the goods, we are entitled to demand compensation for the loss incurred by us. We are entitled to store the objects of delivery with us, at a haulage company or a warehouse keeper for the duration of the delay in acceptance by the customer at its expense. When default of acceptance occurs, the risk of any deterioration or demise is transferred to the customer.
Prices and payment
- Our prices are ex warehouse plus freight and the applicable rate of sales tax.
- Our invoices are due for payment immediately and without deductions. As regards reductions of the fee, we refer customers to the current framework agreements and terms.
- If the goods are collected, payment can be made in cash, with an EC card or a credit card. If the goods are delivered, the payment methods available to the customer are prepayment, SEPA direct debit, cash on delivery, credit card, Paypal or purchase on account. We settle purchase on account via our external payment service provider, Billpay GmbH, Berlin. With regard to the other details, we refer customers to our separate payment conditions. The customer is not entitled to a particular payment method. We also reserve the right to accept other payment methods, which we will also refer customers to separately.
- In case of a SEPA direct debit that is not honoured, the invoice amount is to be settled plus an administration fee to cover our costs of 15.00 € and the charge back costs from the bank.
- If the customer falls behind with its payments, we charge late payment interest of 9% above the respective base rate plus a flat default fee of 40.00 €. We are entitled to enforce a higher late payment loss if this can be proven.
Transfer of risk
If the goods are delivered to the customer at its request by a transport company instructed by it, then the risk of accidental loss and of accidental deterioration of the goods is transferred to the customer upon despatch to the customer, at the latest when they leave the warehouse. This applies irrespective of who bears the freight costs.
Return under goodwill
If we are prepared under goodwill to suspend the contract and take the purchased goods back, which requires a prior express separate agreement with us, then we charge an administration fee of 15% of the net value of the goods, but at least 10.00 €. We reject the acceptance of returns without the prior agreement of a return under goodwill. The customer can advise us of its wish to return goods under the telephone number +49 3 67 34 / 35 350. The prerequisite for a return under goodwill is that the goods are unused and not damaged.
Retention of title
- The delivered goods remain our property (goods under retention of title) until all receivables incurred and outstanding on the basis of the business relationship have been fully paid. In the case of several receivables or a running account, the retention of title applies as security for the outstanding balance, even if individual goods deliveries have already been paid.
- If the customer acts in breach of the contract, e.g. late payment, we have the right, after previously setting a reasonable period, to take back the goods under retention of title. If we take back the goods under retention of title, this represents a withdrawal from the contract. We are entitled to sell the goods under retention of title after taking them back. Once a reasonable amount for the costs of sale has been deducted, the sale proceeds are offset against the amounts owed to us by the customer.
- In case of third party access to the goods under retention of title, particularly pledges, the customer shall point out our property and immediately notify us so that we can enforce our property rights.
- The customer is entitled to process or sell the goods under retention of title in the normal course of business as long as the customer is not in default of payment. Pledges or security transfers of title are not permitted. By way of security, from the outset the customer fully assigns us any receivables arising from onward sale or any other legal reason (insurance, unauthorised activity) relating to the goods under retention of title. We revocably authorise the customer to collect the receivables assigned to us for its account in its own name. The collection authorisation expires if the customer does not properly meet its payment obligations, gets into payment difficulties, compulsory enforcement measures are taken against it or legal insolvency proceedings are opened against its assets or are refused due to lack of assets.
- We are obliged to release the securities due to us at the customer's request insofar as the realisable value of our securities exceeds the receivables secured by more than 10%. In this respect, we are responsible for selecting the securities to be released.
- If a contractual obligation is breached, the customer is entitled to the statutory rights according to the following regulations.
- The customer is only entitled to warranty claims if it has met its inspection and notification obligations pursuant to § 377 of the German Commercial Code.
- The warranty lapses if the customer modifies the object of delivery or has it modified by a third party without our consent, thus making it impossible or unreasonably difficult to rectify the defect. In any case, the customer must bear the additional costs for rectifying the defect incurred by the modification.
- If a notification of defects is justified and within the deadline, the customer has a right to supplementary performance during the warranty period; as regards the type of supplementary performance – rectification of the defect or delivery of a defect-free object – we have the right to choose. If the supplementary performance fails or if further attempts at supplementary performance are unacceptable for the customer, then the customer is entitled to a price reduction or to withdraw from the contract.
- The customer can only enforce compensation claims under the conditions mentioned in Section 9 if supplementary performance has failed or we refuse supplementary performance. The customer's right to enforce further compensation claims under the conditions regulated in Section 9 remains unaffected by this.
- Only the customer is entitled to claims against us based on defects and they cannot be assigned.
- The warranty period is one year from delivery.
- We are only liable for damages arising if these are based on a breach of a key contractual obligation or in case of wilful intent or gross negligence on the part of us, our legal representatives or vicarious agents. In the event of a slightly negligent breach of a key contractual obligation, then our liability is limited to foreseeable damage typical of the contract. A key contractual obligation exists in case of obligations whose fulfilment only makes it possible to perform the contract properly or on whose compliance the customer has relied and could rely.
- Any liability for compensation over and above this is excluded. Liability on account of culpable injury to life, limb or health in accordance with the legal provisions remains unaffected. This also applies to mandatory liability under the Product Liability Act.
The customer's data is only processed by companies in our corporate group for customer service and customer information purposes. We only pass the customer's data onto third parties if this is necessary to perform the sales contract, e.g. for delivery.
Place of performance / Court of jurisdiction / Applicable law
- The place of performance for all delivery obligations on our part and for the other contractual obligations for both parties is our registered office.
- This contract and these terms and conditions as well as all the legal relationships between the customer and us are subject to the law of the Federal Republic of Germany to the exclusion of all references to other legal systems and international agreements. Application of the UN Sales Convention is excluded.
- In the event of any disputes arising from this contractual relationship, the court of jurisdiction is where our registered office is located. We are nonetheless entitled to take legal action against the customer where its registered office is located.