General terms and conditions of sale and delivery

1. Our general business practice is a compelling component of our offers and contracts with regard to delivered goods, construction achievements, as well as installation and assembly jobs. These general trading conditions are true also for all future business with returning customers.

2. When these general business practices are not the same standard trading conditions of the customer, then his conditions have to approved in written by a managing director, otherwise his general conditions will be not accepted.

3. All agreements, which are made with the customer for execution of the present Treaty, are fully recognized in today’s written Treaty.

4. Orders received in writing from the customer bind us within the following 6-Week-period. For any subsequent orders taking place after an initial order, we are not bind to the prior 6 week-period. Technicality and content description of items for sale come with warranty promises only if they are expressly “guaranteed”. The authors - and rights of exploitation - of the technical designs and data contained in the sales documents are retained at full extent.

5. Orders from customers are considered a binding offer. Within two-weeks of receiving an order, we are entitled to forward a confirmation of the request. A written confirmation of the order is considered a valid acceptance on our behalf. Orders, if positively accepted and in conjunction with an expressed confirmation, constitute the ordering of the item or supply at the beginning of the executed order for the customer within the 2-week-period.

6. We can still make changes of the technical data in consideration of technical progress, used in offers, also after giving the confirmation of order. Likewise, we may desire any alterations for the improvement of the executed order without impairing the recognizable commodity.

7. Prices are considered valid for the customer as a per-offer basis before the order to communicated in writing (if the order is taken within a 6-week period on the price designation) or - if this isn’t the case – those prices the customer has been quoted in the confirmation of the order.

8. The indicated prices are net prices, plus value added tax. Today the conditions for any value added tax lift from a supply or transaction must be proven by the customer.

9. For packing, dispatch and any transportation insurance, the resulting costs are additionally billed to the customer.

10. During the supplying or ultimate transaction, which - because of the timeframe of an order - can take place longer than anticipated (if on it in the confirmation of order one referred to), can the indicated prices be appropriately adjusted, especially in consideration if the execution of the order exceeds a duration of a six-week period from inception thus resulting in price increase in itself to more than 5%, then a right of withdraw is entitled to the customer.

11. Client payments are pre-payment or cash on delivery. Other payments arrangements have to be fixed first in written version.

12. Customer payments are charged - independently of any payment regulations - first on at longest due owing of the customer. Already if costs and interest arose, payments are taken into account first on these and only afterwards on principal debts. Discount deduction may be taken up only, if it is granted in the calculation and no open older due demands to exist. Acceptance from checks always as payment, costs of the collection carries the customer.

13. As far as no payment rates were agreed upon in writing, delay enters 12 days after rendering of invoice. Interest is counted on 9% points over the respective basis interest rate of the European central bank. A damage caused by default going beyond it can be made additionally (under charge of the interests) valid.

14. Set-off rights are entitled to the customer only if validly determined, undisputed or recognized from us.

15. The customer can appoint itself only to a right of lien, if its counterclaim is based on the same contractual relation, not however because of part deliveries.

16. The contract concludes facts (bank information, agency inquiry and/or a standing with regard to the customer relationship), which justifies any risen doubts about the solvency of the customer then we can require pre-payment and/or withdraw for unsuccessful period setting from the contract.

17. Dates of delivery are obligatory only if they were confirmed in writing as “obligatorily”.

18. The run of one time for delivery does not begin before concluding agreement over all details concerning the main obligations to perform of the contract. If a pre-payment is agreed upon or justifiably requested by us, the customer cannot demand supply before their credit note.

19. A date of delivery is kept in the case of orders without assembly, if the delivery articles are handed over before expiration of the date to the feeder or - during missing report of the place of delivery - to which customers ready for dispatch shank was indicated.

20. For adherence to an assured date of delivery we are obligated only if the customer fulfills his part of all contract obligations.

21. With the occurrence of uncontrollable events out of our control (e.g. the date of delivery shifts, operational disturbances, strikes, etc.), as well as higher force, the time of the recovery can be altered due to the disturbing event. This is valid also for subsequent changes of an order. Here, alternatively the right is entitled to us to withdraw because of the contract part not fulfilled yet from the contract without then from this rights arise for the customer.

22. With failure of delivery, the customer is entitled to require for each full week delay an overall damage caused by default reconciliation at a value of 1% of the value of delivery - maximally limits to 10% of the order value (under exclusion further payment of damages and requirements for expenditure allowance of the customer because of failure to deliver). The restriction of the requirement for damage caused by default is not valid only, so far the failure to deliver been based on the injury of a substantial own contract obligation and no resolution or rough negligence is present and the damage caused by default not to an injury of the life, the body or the health of the customer led.

23. The customer can withdraw during failure to deliver only from the contract, if we have to absorb the delay. The customer is obligated in this case to explain on requirement within week period whether it withdraws after expiration from the contract, payment of damages instead of the achievement and/or expenditure allowance requires or insists further on supply.

24. If the executed job is revised by the customer, then we are entitled, at setting and expiration of an appropriate period and after an appropriate advance notice for having the order article otherwise.

25. We are entitled in principle to deliver parts, if the customer had not already expressed a special interest in a uniform total output during placing of order.

26. The risk goes at the latest with delivery of the contractual item to the feeder on the customer over (even if we exceptionally pay transport costs to carry). Also the danger of a coincidental fall and a coincidental degradation turns into with the delivery - at the latest however with acquisition of property by the customer.

27. With delays of the executed job due to blame on the part of the customer, the risk begins from the day it is announced for dispatch shank on the customer.

28. An insurance of the contractual item against theft/loss and damage/destruction is incumbent on the customer. If it does not insure these on request, we are entitled to arrange this for it at the customer’s expense starting from a value of the goods which can be dispatched over 2.000€.

29. Our service is furnished after the present state of the technology as well as considering the customary care.

30. The customer has to examine the contractual item within a calendar week after receipt and determined lacking within a further week to reprove. When the costumer is not satisfied that he was unable to reprove, he still holds the right to request for a discount for the delivery, but no right to ask for any losses pertaining to his business revenue.

31. When a defective title steps up, whose cause was already present at the time of the passage of the delivery, has the customer after our choice (under consideration of the expectation interest of the customer) the requirement to rework or contend a subsequent delivery.

32. A further condition of our adhesion for lack is that these are not based on unsuitable or inappropriate use of the contractual item, not-expert assembly and/or start-up by the customer or third and not on natural wear and/or incorrect or careless treatment of the contractual item.

33. Is the contractual item at another place than the original destination, then the customer will be in charge of extra costs resulting from it to carriage - except if this is because of its intended use. Parts which have to be exchanged are to be returned at us.

34. With unsuccessful improvement the customer can chose upon a reduced remuneration or if it is our obligation after substantial incident, the contract can be withdrawn.

35. The customer can enforce his valid rights only when he behaves as stipulated and in particular for the protection of its warranty laws no inadequate right of lien exercises because of the agreed upon price. For defective titles because of missing own commercial patent rights at the contractual item only concerning such countries is responsible, which the customer designated when ordering.

36. To the subsequent improvement the customer has to give the necessary time and opportunity. No damage sequences are taken over, which entered on a not punctual notice of damage to be based or, because to the conduct by lack removal measures sufficient time and opportunity - of the customer justifiably - were not granted.

37. In urgent cases – with regard to the prevention of disproportionate damages - the customer has the right to let the lack eliminate by qualified third party at our expense.

38. The unjustified edifying notices of defect obligate the customers to replace us by its developed expenditures.

39. Requirements of a customer against us during transmission of the contractual item to another costumer, do not exist insofar requirements do not extent the here written agreements.

40. Warranty requirements fall under the statute of limitations (24 months) without mileage limit. If the Volkswagen AG or their importers have other guarantee regulations in a country, these regulations also apply to our products. The warranty for improvement work extends with the expiration of the guarantee period valid for the original contractual item.
Warranty claims expire if there is any incorrect use or capacity overload. These are in particular: Transgression of the permitted total weight, every kind of competition as well as wilfully damage.

41. We are liable within damage or requirements for expenditure allowance (below: Claims for damages) only for lack and contract obligation injuries, which are based on resolution or rough negligence, as well as in the cases of the injury of the life, the body or the health and so far we warranties transferred.

42. The payment of damages is in all other respects impossible. To that extent we are not responsible for damage, which did not develop at the contractual item (profit and other financial damages of the customer).

43. Requirements for expenditure allowance of the customer are limited on the invoice amount of the respective contract.

44. If necessary decisive compelling regulations of product liability laws remain untouched.

45. Managing limitation of liability is valid also for the personal adhesion of our employees, representatives and executing aides.

46. We reserve ourselves the property at the contractual item up to the payment of all open demands from the business relation with the customer. With behavior contrary to the terms of the agreement of the customer we are entitled to take supplied commodity back (after reference on this consequence) (without we withdraw before from the contract or that this is considered as a resignation of the contract). We are authorized after cancelling of the supplied commodity to their other one utilization (under charge of utilization proceeds on the open commitments of the customer).

47. The customer is obligated to treat carefully - and on demand - insure sufficiently against damage the supplied commodity for the duration of the retention of title. The customer surrenders requirements against the insurance already now to us.

48. With seizing or other close reefs third into the contractual item we are to be informed immediately in writing.

49. The customer is entitled to sell the supplied commodity in the tidy course of business; further he retires to us however all demands at height of the invoice amount (including indirect taxes computed if necessary), which entitled to him from the sale against its customers or its third (independently of it, whether resale took place before or after processing). To the collection of these demands the customer remains (so long its due liabilities opposite us follows) and in particular no request on opening of insolvency proceeds. If we are alone to the collection of the entitled demand, we can require the fact that the customer makes us all concerned data demands (together with associated documents) and communicates to its debtors the transfer.

50. With processing or reorganization of the supplied contractual item by the customer this is considered as for us affected. If the contractual item is processed with other, not to us belonging articles, then we acquire the co-ownership at the new thing in the relationship of the value of the article supplied by us to the other finished articles at present during processing. Things resulting from processing are to be considered the same as things supplied for those under reservation. If the contractual item is inseparably mixed with other unknown belonging articles, then we acquire the co-ownership at the new thing in the relationship of the value of the article supplied by us to the other mixed articles for the time of the mixture. However, the customer keeps title or co-ownership for us, developed in such a way. If supply takes place into a country, whose legal order does not practice institution of the retention of title, the customer releases all rights and grants us to exercise, which we can reserve ourselves after the legal order at the contractual item.

51. We commit ourselves to release to us being entitled collateral to that extent upon the requests of the customer when the realizable value of our collateral exceeds the demands which can be secured around more than 10%; the selection of the collateral which can be released is incumbent on us.

52. If a regulation in these trading conditions should be ineffective or become, then of it the effectiveness of all other regulations or agreements is not affected. To that extent then the subject-matter of the contract depends on the regulations of the German right and - if the contractual obligation into a foreign right area took place - on UN-purchase rights.

53. Place of delivery is the place specified by the order taker when ordering. Place of delivery for the payment is our registered place of business.

54. Area of jurisdiction is our registered place of business.

IMPORTANT

These Terms and Conditions presented here in English are only intended as a guideline and reference. In the event of any legal or transaction conflict that can be solved by the interpretation of the Terms and Conditions, it is hereby expressed that the German version of the Terms and Conditions will be those entered into any legal dispute by Auto Seikel and between, but not limited to, individual and company customers, third-party vendors, etc.