All offers, deliveries and services of VEHNS GROUP GmbH (hereinafter „VEHNS GROUP“) take place according to these General Terms of Delivery and Sale (the „GTDS“) that are part of all contracts concluded with the above-mentioned contracting parties (hereinafter „customers“) for deliveries made by VEHNS GROUP. Deviating or contradictory contract terms of the Customer are not accepted by VEHNS GROUP. This also applies even if no objection is made to such terms unless their validity was expressly agreed on in writing.
2 Conclusion of a Contract
If the contract is concluded between the Customer and VEHNS GROUP according to the following Sections 2.1.1 and/or 2.1.2, then it cannot be revoked subject to mandatory legal regulations.
2.1 Conclusion of a Contract Through the Internet
2.1.1 The offers in the VEHNS GROUP Web site or outside of it (per e-mail, messenger service or by telephone or similar means) made by VEHNS GROUP are only a request to the Customers to make an offer for the conclusion of a contract between VEHNS GROUP and the Customer. After the submission of such an offer by the Customer, VEHNS GROUP provides confirmation of this order by e-mail.
Note! The confirmation by e-mail does not represent acceptance of the order, but only provides non-binding information to the Customers that the order has been received by VEHNS GROUP.
2.1.2 The acceptance or rejection of the order by VEHNS GROUP is to be made as follows:
- VEHNS GROUP accepts the offer by sending the goods or by means of an express declaration of acceptance;
- in advance payments, VEHNS GROUP only accepts the offer by sending the goods after receipt of the invoice amount;
- in C.O.D. payments, the request is accepted only when VEHNS GROUP takes the goods to shipping and at the same time confirms acceptance of the order by sending an e-mail to the Customer.
3 Prices, Payment and Terms of Payment
3.1 VEHNS GROUP reserves the right to change its prices accordingly if after the conclusion of the contract cost reductions or cost increases occur such as those due to a change in tax burden or increase of purchasing prices, etc. Offers are non-binding.
3.2 The prices provided by VEHNS GROUP apply to the scope of delivery given in its order confirmations. Any official price reductions of the manufacturer cannot be considered and do not lead to a right of cancellation for the Customer if these occur during the delivery period.
3.3 Unless no deviating agreement is made, the prices provided by VEHNS GROUP are in euros plus the corresponding statutory taxes and fiscal charges such as the sales tax.
3.4 Invoices are due immediately without any deduction after the receipt of the invoice by the Customer.
3.5 Objections to the invoice are to be made no later than within 14 days after the date of the invoice. Subsequent objections are excluded.
3.6 The Customer defaults and no delinquency notice is needed if the payment is not received by VEHNS GROUP within 14 days after the receipt of the invoice by the Customer.
3.7 In case of default, commercial interest on delinquent accounts is to be paid in the amount of eight percent above the base interest rate of the European Central Bank (ECB).
3.8 In case goods are returned to VEHNS GROUP, the price paid by the Customer to VEHNS GROUP for the goods concerned shall only to be refunded according to the provisions of Section 6 of the GTDS if their return has been agreed on with VEHNS GROUP prior to any such return and the goods themselves are in a condition which will allow unlimited resale and they are returned in the original packaging without price labeling, etc.
3.9 Only undisputed or non-appealable claims can be offset against claims of VEHNS GROUP and the same applies to the exercising of the right to refuse performance or the right of retention if these are not based on the same contractual relationship.
3.10 VEHNS GROUP reserves the right to change the description of the goods with respect to the specification to the extent that statutory requirements are to be considered or the goods were changed by the manufacturer if this does not result in any deterioration with respect to quality and usefulness.
4 Place of Performance, Passing of Risk and Return of Packaging
4.1 The place of performance is the head office of VEHNS GROUP. If VEHNS GROUP sends the goods upon a Customer request, then the passing of risk to the Customer occurs as soon as the loading process starts. The sale is ex works. This also applies if a third party delivers to the Customer.
4.2 The passing of risk also occurs as soon as the loading process starts by the shipper, carrier or the person who has been designated to carry out the shipping, (ex works) if VEHNS GROUP as an act of accommodation has commissioned a shipper several times for delivery to the Customer or regularly commissions a shipper for delivery to the Customer and the transportation costs are included in the invoice along with the goods.
4.3 If the Customer is in default in acceptance, then the risk passes at that time
when VEHNS GROUP offers the transfer. Storage costs after the passing of the risk are to be borne by the Customer.
4.3.1 Loaned packaging such as returnable packaging is to be promptly returned by the Customer at his own cost to VEHNS GROUP. For loaned packaging, a deposit is to be charged and credited upon the return.
4.3.2 Other transportation and all other packaging within the meaning of the packaging regulation (except for pallets) will not be accepted for return by VEHNS GROUP. This packaging is to be disposed of by the Customer at his own expense.
5 Transfer and Transportation Document
5.1 If the Customer commissions a shipper, carrier or other person to carry out the shipping, then the Customer must promptly provide an original transfer and transportation document if the goods are exported to a foreign European country. The transfer and transportation document must be submitted no later than within seven days after the transfer of the goods.
5.2 If the export to a foreign European country is made by the Customer’s people themselves and no transfer and transportation document is prepared, then the Customer must submit a confirmation signed by his legal representative that goods are being exported along with a photocopy of the official identity papers of the legal representative with an identical signature.
5.3 The Customer must fully compensate VEHNS GROUP for any loss due to a violation of Sections 5.1 and 5.2 by non-reimbursing previously paid sales tax by the fiscal authorities.
6 Delivery and Delivery Period
6.1 The delivery periods and delivery deadlines provided by VEHNS GROUP are non-binding unless they were previously agreed on in writing as being binding. In the case of a sales shipment, the fulfillment of the delivery period and delivery deadline is determined according to the time when the risk has been transferred.
6.2 We reserve our own right to deliver correctly and promptly. In cases of force majeure and similar events, which make a delivery significantly harder or impossible for more than a temporary period, VEHNS GROUP is entitled to revoke the contract. In the case of temporary hindrances, delivery periods and delivery deadlines are to be extended or delayed accordingly plus a reasonable starting period. The Customer can withdraw from the contract if it is unreasonable for him to accept the delivery or service due to the delay and VEHNS GROUP itself is entitled to withdraw from the contract with respect to the supplier due to the delay.
6.3 VEHNS GROUP is entitled to make partial deliveries to the extent that this can be reasonably expected from the Customer when considering his interests.
6.4 The right is reserved to make technically necessary or expedient changes to the delivery item during the delivery period if they can be reasonably expected from the Customer when considering his interests.
7 Non-delivery by Upstream Suppliers
7.1 If the item ordered is not available or is temporally not available for delivery, VEHNS GROUP shall promptly inform the Customer about this after the order and corresponding information to VEHNS GROUP from the supplier and inform the Customer regularly following this initial information. Until delivery by the upstream supplier itself, VEHNS GROUP is released from the obligation to perform the contract unless VEHNS GROUP is responsible for the non-delivery by the upstream supplier.
7.2 In case of withdrawal, the amounts already paid for the purchase price are to be promptly refunded. Damage claims of the Customer are excluded unless VEHNS GROUP is responsible for the non-delivery by the upstream supplier.
8 Duty to Examine and Requirement to Give Notice of Defects
8.1 The Customer is obligated to examine the goods promptly after receipt and, if a defect is found, then the Customer must promptly notify VEHNS GROUP about it. If the Customer fails to make such notification, then the goods are considered to have been accepted unless the defect was unrecognizable during the examination. If such a defect is found later, then notification must be made at once, otherwise the goods will be considered accepted also in consideration of this defect.
8.2 The notification of defect must be done in writing and contain a specific description of the defect. The time limit for the notification of defect is 48 hours after the receipt of the goods and in the case of latent defects, then 48 hours after the discovery of the defect, but no later than seven days after the receipt of the goods unless the Customer shows that he could not comply with the time limit even according to the ordinary course of business.
8.3 If the delivery is made by a carrier that VEHNS GROUP commissioned for the Customer, then externally visible damage to the transport packaging and visible damage to the goods caused by this transportation damage must be noted on the bill of lading of the carrier or on the bill of delivery and confirmed by the carrier and provided to VEHNS GROUP within 48 hours in writing along with the information noted. In case of freight collect delivery, the handling of the transportation damage is to be done exclusively by the Customer with the carrier performing the work. If necessary, VEHNS GROUP must assign its claims against the carrier to the Customer upon request.
8.4 To ensure rights of recourse against the carrier, the Customer must promptly examine the delivery item upon receipt for externally visible damage or missing quantities and if found, write it down on the bill of lading with the cause and extent of the damage. The person making the delivery for the carrier must confirm the damage found by the Customer with his signature. In addition, the Customer must keep the packaging and provide the names and addresses of the persons involved in this matter and, if doable, the Customer should also photograph the packaging and contents. VEHNS GROUP does not assume any obligations or liability claims of the Customer against the carrier. If necessary, VEHNS GROUP assigns its claims against the carrier to the Customer upon request.
8.5 Customer claims against VEHNS GROUP due to transport damage are excluded if contrary to Sections 7.1 to 7.3 the visible damage is not directly written down on the bill of lading and notified or if latent damage is not notified within 48 hours after discovery of the damage but no later than seven days after taking the delivery.
8.6 The offsetting of claims for compensation due to transport damage against invoices of VEHNS GROUP is excluded.
9 Rights of the Customer in Case of Delivery Item Defects
9.1 The statutory limitation for claims due to material defects is 12 months after the passing of risk if unrelated to damage claims. Subsequent improvement and subsequent delivery by VEHNS GROUP do not justify the restarting of the limitation period. The provision of Section 479 of the German Civil Code is not affected.
9.2 The work of VEHNS GROUP is limited to that of an intermediate dealer. Before the assertion of warranty claims for defects, the Customer must first assert the warranty claims resulting from the manufacturers’ warranties towards him. Upon request, the corresponding claims of VEHNS GROUP against the manufacturer are to be assigned. Claims against VEHNS GROUP can only be asserted with suitable proof of an unsuccessful RMA handling from the manufacturer’s warranty.
9.3 The Customers are to submit on their own responsibility all documents necessary for handling the manufacturer’s warranty such as warranty cards etc., to the manufacturer. Claims against VEHNS GROUP are excluded if the handling of the manufacturer’s warranty fails due to the fault of the Customer such as loss of the warranty card and defects that are the fault of the Customer, and similar things. Warranty claims due to defects against VEHNS GROUP under the conditions named require the sending of the goods in the original packaging with all accessories and all documents such as warranty cards etc.
9.4 The costs incurred for handling the manufacturer’s warranty, including freight, must be borne by the Customer, if not paid by the manufacturer.
9.5 In the case of several delivery items, warranty claims only apply with respect to those defective items unless the delivery items are sold or produced as a unit.
9.6 The Customer is not entitled to withdraw from the contract and a damage claim according to Section 281.1 Sentence 3 of the German Civil Code if the Customer asserts a defect that does not significantly deviate from the quality agreed on or the usefulness of the delivery item is only insignificantly impaired.
9.7 Claims due to a material defect by the Customer require from the Customer to promptly and properly fulfill his duty to examine and the requirement to give notice of defects according to Section 377 of the German Commercial Code.
9.8 Claims due to a material defect by the Customer cannot be asserted in case of natural wear or damage caused after the passing of risk by improper use, improper storage or the failure to follow the manufacturer’s instructions, assembly instructions or operating instructions. The same applies to tampering or otherwise manipulating the delivery item, unless the Customer proves that the defect, which he asserted, was not caused by this. Costs incurred by VEHNS GROUP due to an unjustified notification of defects must be borne by the customer.
9.9 Claims of the Customer due to expenditures needed for the purpose of subsequent fulfillment, and in particular transport costs, travel expenses, labor expenses and material costs, are excluded if such expenditures increase because the delivery item was subsequently transferred to a different location than the delivery address unless the transfer was done according to its contractual use.
9.10 If delivery is made to a Customer outside of the Federal Republic of Germany, then, upon a request from VEHNS GROUP, the Customer must commission a domestic contracting company to carry out subsequent improvement work if such subsequent improvement is necessary.
9.11 The warranty provisions also apply in case of a direct resale to a consumer.
9.12 A defect in the object bought does not exist if devices in the country of destination are not compatible, if they are not listed there or are sold with another name but are of identical construction. In such cases, VEHNS GROUP is not liable.
9.13 VEHNS GROUP is not liable for any contractual penalties, into which the Customer has entered, and for damage due to a delivery delay except in the case of intent or gross negligence.
10 Warranty Claims
10.1 Warranty claims against VEHNS GROUP apply only if these have been agreed on expressly and in writing with VEHNS GROUP.
10.2 Warranty claims against manufacturers must be asserted against these manufacturers. VEHNS GROUP assumes no obligations with respect to the warranties of Sentence 2. Upon request, VEHNS GROUP assigns the corresponding claims to the Customer.
11 Retention of Title
11.1 The items delivered by VEHNS GROUP remain the property of its credit insurance until all current claims and those arising in the future against the customer are settled.
11.2 The Customer is only authorized to dispose of the conditional commodity by means of sale in the ordinary course of business and if it is assured that the resulting claims pass to the credit insurance.
11.3 The Customer herewith assigns the claims to which the Customer is entitled from the sale of the conditional commodity or due to another legal reason concerning the conditional commodity to the credit insurance as collateral security. The Customer is also entitled to collect the claim even after the assignment.
11.4 After the cancellation of the contract, VEHNS GROUP is, among other things, entitled to take back the conditional commodity, disclose the assignment of claims for security and to realize the conditional commodity and the claims assigned for the settlement of any claims due against the Customer. For this purpose, the Customer must grant VEHNS GROUP access to the conditional commodity.
11.5 Until complete payment is made, the Customer is only allowed to use or resell the goods in the ordinary course of business. However, he must retain any payments including any possible insurance payments for the Customer and keep the money separate from his assets and that of third parties.
12 Electronic Data Exchange and Confidentiality
12.1 Each party is entitled to prepare, transmit and exchange declarations and notifications by electronic means (electronic data exchange) as long as the transmitting party is identifiable. The party transmitting the information bears the risk for the loss and the correctness of the transmitted data.
12.2 Electronically or digitally prepared documents are equivalent to written documents.
12.3 Data and information not accessible to the general public, and log-in data in particular, must be treated confidentially and used exclusively for the intended purpose. The log-in may only be used exclusively by the particular owner. In the case of violations, VEHNS GROUP is entitled to disable the log-in and assert claims for any damages resulting from such violations. The obligation to maintain confidentiality does not apply to data and information that must be disclosed to third parties and in particular to agencies due to statutory obligations.
12.4 All data transmitted by the Partners are shown to third parties only in an anonymous and aggregated form. The Partners agree to the purpose-related electronic collection, processing and use of the data, which are provided to VEHNS GROUP.
13.1 The person-related data of the Customer are stored, when necessary, for the fulfillment of the obligations of the Customer and VEHNS GROUP resulting from these GTDS. Order- and person-related data can be used by VEHNS GROUP for the preparation of sales statistics for publication.
13.2 The Customer is obligated to fulfill his country-specific obligations resulting from the implementation of the WEEE Directive of the EU (RL 2002/96/EC).
13.3 Amendments, changes or subsidiary agreements to these GTDS must be in writing to be valid. This also applies to the lifting of the written form requirement itself, which is satisfied by a plain letter or fax.
13.4 If the Customer is a businessman, the place of performance and the venue is Munich in Germany.
13.5 Only German law shall apply under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CSIG).
13.6 The German language version of these GTDS has priority over the English language version, which is attached to the commercial documents for purposes of clarity.
13.7 If individual provisions of these GTDS are or become invalid, then this does not affect the validity of the remaining provisions.
All data, search results, texts, graphics, software and other information on this Web site are subject to copyright protection according to international copyright laws. The reproduction, copying or modification is only allowed either entirely or partially with the written approval of VEHNS GROUP. Any unapproved processing, copying, distribution and/or public communication represents a violation of the above statutory provisions and will be prosecuted according to the copyright laws.
Last revised: Dec, 2017