General terms and conditions
General terms and conditions
Status: August 2014
for Bardelli & Melzer KG
§ 1 Applicability of the conditions
The following conditions apply exclusively to all deliveries.
Any conditions of the purchaser that deviate from them are not legally valid even if we do not explicitly oppose them. These conditions are to be regarded as accepted at the latest on receipt of the goods or service.
Side agreements or modifications of the contract or conditions of sale, delivery or payment made verbally or by telephone are only valid if they have been confirmed in writing by us
§ 2 Contract completion, offers, delivery dates, obstacles to delivery
Our offers are always provisional. We do not undertake to guarantee that the goods offered by us for purchase can actually be supplied and at the prices quoted unless we have explicitly confirmed this in writing. We reserve the right to make alterations to figures and descriptions, weight data etc, and to make corrections.
The use of company names such as VW, Porsche or Chevy with reference to our goods serves only to describe possible uses for the components. In no case does it mean that these are original manufacturers' parts.
Agreement on delivery dates must always be made in writing. Partial deliveries are permissible. If the delivery date is not met the purchaser is entitled to withdraw from the contract, or from that part of the transaction that has not yet been fulfilled, if he has previously defined a reasonable additional period of time for completion.
Compensation claims by the purchaser for late delivery or non-fulfilment of delivery are excluded. The purchaser may not withdraw from the contract where custom-built parts are concerned.
We do not take responsibility for unforeseen obstacles to delivery, such as acts of God, disruptions to our own operations or to the operations of our suppliers or manufacturers, strikes, transport difficulties, etc. This applies also where periods of time and dates are the subjects of binding agreements.
§ 3 Despatch, transfer of risk, returns
Despatch takes place in all cases at the purchaser's cost and risk. This applies also to any possible returns.
Risk transfers to the purchaser at the latest when the goods are despatched or when they are handed over to the person undertaking their transport.
Returns, for whatever reason, are basically free of charge to us. Any costs that we may incure for returns are charged to the sender by us. In cases where returns are not replaced we reserve the right to deduct a lump sum of up to 20 % for expenses
If despatch is delayed through no fault of ours, the goods are stored at the purchaser's cost and risk. In such cases our notification of despatch readiness coincides with despatch
Despatch takes place using the cheapest mode of shipment as estimated by us. The purchaser's forwarding instructions are taken into account insofar as this is possible. Any additional costs thereby incurred are at the purchaser's expense.
Insurance against transport damage is taken out only at the purchaser's request in his name and at his expense.
§ 4 Packaging
The purchaser undertakes to pay packaging costs. This also applies to disposal of packaging.
For articles where there is a risk of glass breakage (e.g. windscreens and rear windows) and also for very bulky goods (e.g. boot lids) an additional packaging supplement is charged
§ 5 Prices, manner of payment, interest charges
The charges comprise our prices as valid on the day of delivery plus value-added tax at the current statutory level excluding packaging and transport.
The invoice is payable immediately without discount by means of cash on delivery, credit card or payment in advance.
Where payment is delayed, interest will be charged at a rate of 1.5% per month, subject to the assertion of further claims for compensation.
We are entitled, in spite of any purchaser's conditions that may state otherwise, to account payments against older debts in the first instance.
Counter-claims that are neither accepted in writing by us nor finally and absolutely established entitle the purchaser neither to make charges nor to withhold payment.
§ 6 Retention of ownership
We retain ownership of all goods supplied by us until all our claims for payment under the business relationship are met.
Any prior mortgaging or transfer of the goods or claims taking their place as security is not permissible without our written agreement.
While an invoice transaction is in progress the retained ownership represents security for our claim for the balance. Retention of ownership extends also to the products that are the result of processing, intermixing or incorporation of our goods to their full value. The processing, intermixing or incorporation is undertaken for us without any liabilities arising for us as a result. If the processing, intermixing or incorporation is effected with the goods of a third party and if their rights of ownership are thereby retained, we acquire joint ownership in the ratio of the invoice values of the goods that have been processed.
The purchaser is obliged to notify us immediately by registered letter of access by third parties to goods supplied with retention of ownership specifying the information requiring the intervention. The purchaser incurs any costs arising that cannot be extracted from the third party.
The purchaser may only dispose of the delivered goods and the items resulting from the intermixing, treatment or processing in the regular course of business. Claims arising from the onward sale of the goods are already transferred to us at the level of the invoice final amount. Furthermore the purchaser retains authorisation for collection of the claims, without affecting our authority to pursue the claim ourselves. We herewith agree to the assignment. If the value of the securities given to us exceeds our delivery claims in total by more than 20%, we are obliged at the request of the purchaser to the release of securities as selected by us.
In the event of payment delay or payment difficulties experienced by the purchaser we are entitled to demand immediate return of those goods that have not yet been sold onward. Until they are returned the purchaser must store the goods that are in our ownership separately from other goods and must identify them as our property.
The purchaser is obliged to protect the goods satisfactorily against the risk of fire, water or theft and to provide evidence of completion of the insurance contracts on request. All claims on the insurer from these contracts with reference to goods supplied with retention of our ownership or on a commission basis are hereby considered to be assigned to us.
§ 7 Complaints, guarantees, liability
The purchaser must notify complaints immediately in writing, at the latest within 10 days from receipt of the goods, in accordance with the return slip accompanying them. Complaints concerning deliveries that arrive in a damaged state should be directed in the first instance to the freight service responsible (UPS, Fedex, carrier, etc).
If the article delivered is defective or warranted features are missing or it becomes defective within the guarantee period as a result of manufacture or material deficiencies, we will re-supply or repair according to choice.
Further claims by the purchaser, regardless of the legal grounds, are excluded. In particular we do not accept liability for damage that has not arisen in the article delivered itself, for lost profits, reimbursement of wages, delay penalties or other financial losses incurred by the purchaser. Any further liability for compensation is excluded. This applies without consideration of the legal nature of the asserted claim; in particular it applies to compensation claims arising from impossibility of performance, delay, default in performance of claim, negligence on completion of contract, or an unlawful act. Release from liability does not apply insofar as the cause of damage is based on intention or gross negligence. The purchaser has in these cases a right of withdrawal with exclusion of all other claims.
§ 8 Motor sport use
All replacement and guarantee claims are voided if goods supplied by us are used for motor sports of any kind. The same is true if the goods are otherwise altered or repaired.
§ 9 Use on the public highway
In the event of our goods being used in or on vehicles that are authorised for use on the public highway, the purchaser must take care that all modifications and conversions are inspected and approved in accordance with the statutory requirements and are entered into the vehicle documentation. A number of the articles sold by us are intended only for competition vehicles and not for use on the public highway. They can, if operated within the terms of the Road Traffic Act, lead to cancellation of the operating permit. Assembly and operation therefore take place at own risk. The seller cannot accept any liability for any illegal activity of the purchaser. For this reason also no parts will be taken back.
§ 10 Non-acceptance, cancellation, non-payment
If the purchaser refuses to accept the goods, does not take up a selection of the goods reserved for him or a request for delivery despite exhortation, or if fulfilment of the purchase contract is refused by the purchaser, we have the right, in place of fulfilment of the contract, to demand compensation for non-fulfilment at the level of 20% of the agreed purchase price.
If the wish to cancel an order has been presented to us by the purchaser and this has been accepted, the same applies.
We reserve the right to assertion of a higher claim arising.
In the event of non-payment by the purchaser the goods can be taken back into store at the purchaser's cost, and only after receipt of payment brought again for despatch at the purchaser's cost. For the period of storage the purchaser carries in addition to the interest charges arising from delay the costs for the storage rental. The storage charges are calculated in accordance with the conditions of the carriage and storage businesses. All storage is at the purchaser's risk. Where delivery is not requested according to schedule goods are stored uninsured.
§ 11 Place of delivery and place of jurisdiction
For all existing claims between the parties to the contract Frankfurt is the place of delivery and the place of jurisdiction. If the purchaser is not a trader in the sense of §1 of the German Trading Law Book, Frankfurt is considered to be the agreed place of jurisdiction for the legal summary proceedings in accordance with §§ 688 German Civil Litigation Act.
For these business conditions and all legal dealings between seller and purchaser the law of the Federal Republic of Germany applies.
§ 12 Partial ineffectiveness
The legal inefficacy of a part of the above conditions has no effect on the validity of the other contents of the same.