GENERAL TERMS AND CONDITIONS
FOR RESELLERS AND COMMERCIAL END USERS
1 SCOPE OF APPLICATION
All offers, deliveries and services of the VEHNS GROUP GmbH (hereinafter “VEHNS GROUP”) are based on these General Terms and Conditions of Sale and Delivery (hereinafter “GTC”), which are an integral part of all contracts concluded with the aforementioned contractual partners (hereinafter “customers”) for deliveries of the VEHNS GROUP. Deviating or contradictory contractual conditions of the customer are not accepted by the VEHNS GROUP. This also applies if these conditions are not contradicted, unless their validity has been expressly agreed in writing.
2 CONCLUSION OF CONTRACT
If the contract between the customer and the VEHNS GROUP is concluded according to the following sections 2.1.1 and/or 2.1.2, it cannot be revoked subject to mandatory legal regulations.
2.1 CONCLUSION OF CONTRACT
2.1.1 The offers of the VEHNS GROUP (on the dealer portal or by e-mail, telephone, etc.) only represent an invitation to the customer to submit an offer to conclude a contract between the VEHNS GROUP and the customer. After submission of such an offer by the customer, the VEHNS GROUP confirms this order by e-mail.
Remark: The confirmation by e-mail does not represent an acceptance of the order, but informs the customer only without obligation that the order has been received by the VEHNS GROUP.
2.1.2 The VEHNS GROUP accepts or rejects the order as follows:
The VEHNS GROUP accepts the offer by sending the goods or by express declaration of acceptance;
3 PRICES, PAYMENT AND TERMS OF PAYMENT
3.1 The VEHNS GROUP reserves the right to change its prices accordingly, if after conclusion of the contract cost reductions or cost increases, e.g. by changing the tax burden or increasing the purchase prices, occur.
3.2 The prices stated by the VEHNS GROUP apply to the scope of delivery stated in their order confirmations.
3.3 Unless otherwise agreed, the prices stated by the VEHNS GROUP are in Euro plus the corresponding statutory taxes and duties such as e.g. value added tax.
3.4 Unless otherwise agreed, invoices are due immediately upon receipt by the customer without any deduction.
3.5 Objections to the invoice must be raised within 14 days of the invoice date at the latest. Subsequent objections are excluded.
3.6 The customer is in default and no notice of default is required if payment is not received by the VEHNS GROUP within 14 days after receipt of the invoice, unless otherwise agreed in writing.
3.7 In the event of default in payment, default interest of eight percent above the base rate of the European Central Bank (ECB) shall be payable.
3.8 In case of a return of goods to the VEHNS GROUP, the price paid by the customer to the VEHNS GROUP for the goods concerned is only to be refunded if their return with the VEHNS GROUP was agreed before such a return and the goods themselves are in a condition which allows an unrestricted resale and they are sent back in the original packaging without price marking etc…
3.9 Only undisputed or legally established claims can be offset against claims of the VEHNS GROUP, as well as the exercise of the right to refuse performance or the right of retention, insofar as these are not based on the same contractual relationship.
3.10 The VEHNS GROUP reserves the right to change the description of the goods with regard to the specification, as far as legal requirements are to be considered or the goods are to be changed “as long as this does not lead to a deterioration of quality and usability.
4 PLACE OF PERFORMANCE, TRANSFER OF RISK AND RETURN OF PACKAGING
4.1 Place of performance is the registered office of the VEHNS GROUP. If the VEHNS GROUP sends the goods at the customer’s request, the risk is transferred to the customer as soon as the loading process begins. Sales are ex works. This also applies if a third party delivers to the customer.
4.2 The risk shall also pass if the loading process begins by the freight forwarder, carrier or the person commissioned with the shipment (ex works), if the VEHNS GROUP as the place of accommodation has commissioned a freight forwarder several times with the delivery to the customer or if a freight forwarder is regularly commissioned with the delivery to the customer and the transport costs are invoiced together with the goods.
4.3 If there is a delay in acceptance by the customer, the risk shall pass at the time when the VEHNS GROUP offers the handover. Storage costs after transfer of risk shall be borne by the customer.
4.3.1 Returnable packaging must be returned to the VEHNS GROUP immediately by the customer at his own expense. For returnable packaging, a deposit is to be charged and credited on return.
4.3.2 The VEHNS GROUP does not take back other transports and all other packaging in the sense of the Packaging Ordinance (except pallets). This packaging must be disposed of by the customer at his own expense.
5 HANDOVER AND TRANSPORT DOCUMENT
5.1 If the customer commissions a forwarding agent, carrier or another person with the dispatch, the customer must immediately present an original handover and transport document if the goods are exported to other European countries. The handover and transport document must be submitted within seven days of the handover of the goods at the latest.
5.2 If the export to other European countries is carried out by the customer’s employees themselves and no handover and transport document is prepared, the customer must submit a confirmation of receipt for the export of the goods signed by his legal representative together with a photocopy of the official identification documents of the legal representative with an identical signature.
5.3 The customer has to fully compensate the VEHNS GROUP for any damage caused by a violation of clauses 5.1 and 5.2 by non-reimbursement of the previously paid value added tax by the tax authorities.
6 DELIVERY AND DELIVERY TIME
6.1 The delivery periods and delivery dates stated by the VEHNS GROUP are non-binding, unless they were previously agreed in writing as binding. In the case of a sales shipment, compliance with the delivery period and delivery date shall depend on the time of transfer of risk.
6.2 The VEHNS GROUP delivers correctly and on time. In cases of force majeure and similar events which make delivery considerably more difficult or impossible, the VEHNS GROUP is entitled to withdraw from the contract. In the event of temporary obstacles, delivery periods and delivery dates shall be extended or delayed accordingly plus an appropriate start-up time. The customer can withdraw from the contract if the acceptance of the delivery or service is unreasonable for him because of the delay and VEHNS GROUP itself is entitled to withdraw from the contract with the supplier because of the delay.
6.3 The VEHNS GROUP is entitled to partial deliveries, as far as this is reasonable for the customer under consideration of his interests.
6.4 We reserve the right to make technically necessary or expedient changes to the delivery item during the delivery period, insofar as these are reasonable for the customer taking his interests into account.
7 NON-DELIVERY BY SUB-SUPPLIERS
7.1 If the ordered article is not available or not available in time, the VEHNS GROUP will inform the customer immediately after the order as well as regularly in the further course of the process. Until delivery by the sub-supplier itself, the VEHNS GROUP is released from the obligation to fulfil the contract, unless VEHNS GROUP is responsible for the non-delivery by the sub-supplier.
7.2 In the event of withdrawal, the amounts already paid for the purchase price are to be refunded immediately. Claims for damages of the customer are excluded, unless VEHNS GROUP is responsible for the non-delivery.
8 OBLIGATION TO EXAMINE AND GIVE NOTICE OF DEFECTS
8.1 The customer is obliged to examine the goods immediately upon receipt and, if a defect is detected, to notify the VEHNS GROUP immediately. If the customer fails to notify us, the goods shall be deemed to have been approved, unless the defect was not discovered during the inspection.
recognizable. If such a defect appears later, it must be notified immediately, otherwise the goods shall be deemed to have been approved even in view of this defect.
8.2 The notice of defects must be made in writing and contain a precise description of the defect. The period for the notice of defects is 48 hours after receipt of the goods and, in the case of hidden defects, 48 hours after discovery of the defect, but no later than seven days after receipt of the goods, unless the customer proves that he was unable to comply with the period even after the proper course of business.
8.3 If the delivery is made by a forwarding agent commissioned by VEHNS GROUP for the customer, externally visible damage to the transport packaging and visible damage to the goods due to these transport damages must be noted on the freight consignment note of the forwarding agent or on the delivery note and confirmed by the forwarding agent and made available to VEHNS GROUP in writing within 48 hours with the noted details. In the case of carriage paid delivery, the transport damage shall be settled exclusively by the customer with the forwarding agent carrying out the transport. If necessary, the VEHNS GROUP has to assign its claims against the carrier to the customer upon request.
8.4 In order to ensure claims for recourse against the carrier, the customer must inspect the delivery item immediately upon receipt for externally visible damage or shortfalls and, if ascertained, note the cause and extent of the damage on the consignment note. The person making the delivery for the carrier must confirm the damage ascertained by the customer with his signature. In addition, the customer must keep the packaging and state the names and addresses of the persons involved and, if possible, also photograph the packaging and the contents. The VEHNS GROUP does not assume any obligations or liability claims of the customer towards the carrier. If necessary, the VEHNS GROUP assigns its claims against the carrier to the customer upon request.
8.5 Claims of the customer against VEHNS GROUP for transport damages are excluded if, contrary to paragraphs 7.1 to 7.3, the visible damage is not directly noted and reported on the bill of lading or if latent damages are not reported within 48 hours after discovery of the damage, but at the latest within seven days after acceptance of the delivery.
8.6 The offsetting of claims for damages due to transport damages with invoices of the VEHNS GROUP is excluded.
9 RIGHTS OF THE CUSTOMER IN THE EVENT OF DEFECTS IN THE DELIVERY ITEM
9.1 The limitation period for claims for material defects is 12 months from the transfer of risk, unless they are related to claims for damages. Repair and subsequent delivery by the VEHNS GROUP do not justify the new beginning of the limitation period. The provision of § 479 BGB remains unaffected.
9.2 The distribution goods of the VEHNS GROUP are limited to those of an intermediary. Before asserting claims for defects, the customer must first assert warranty claims against him under the manufacturer’s guarantee. Upon request, the corresponding claims of the VEHNS GROUP against the manufacturer are to be assigned. Claims against the VEHNS GROUP can only be asserted if proof of unsuccessful RMA processing from the manufacturer’s guarantee is provided.
9.3 The customer has to present VEHNS GROUP on his own responsibility all documents necessary for the handling of the manufacturer’s warranty, e.g. warranty cards etc.. Claims against the VEHNS GROUP are excluded if the handling of the manufacturer’s guarantee fails through the fault of the customer, e.g. loss of the guarantee card and defects and the like caused by the fault of the customer. Warranty claims because of defects against the VEHNS GROUP under the mentioned conditions require that the goods are sent in the original packaging with all accessories and all documents such as warranty cards etc..
9.4 The costs of handling the manufacturer’s warranty, including freight, shall be borne by the customer, unless they are borne by the manufacturer.
9.5 In the case of several delivery items, warranty claims exist only for these defective items, unless the delivery items are sold or manufactured as a unit.
9.6 For the goods of the brands LA VAGUE, AILORIA and YEAZ manufactured by VEHNS GROUP GmbH the separate manufacturer guarantee regulations (2 years guarantee) apply.
9.7 The customer is not entitled to withdraw from the contract and to assert a claim for damages pursuant to § 281.1 sentence 3 BGB if the customer asserts a defect which does not deviate significantly from the agreed quality or if the usability of the delivery item is only insignificantly impaired.
9.8 Claims of the customer on account of a material defect presuppose that he fulfils his duty to examine and give notice of defects in accordance with § 377 HGB (German Commercial Code) immediately and properly.
9.9 Claims based on a material defect of the customer do not exist in the case of natural wear and tear or damage caused after the transfer of risk by improper use, improper storage or non-compliance with the manufacturer’s, assembly or operating instructions. The same applies to tampering or other manipulations of the delivery item, unless the customer proves that the defect asserted by him was not caused by this. Costs incurred by the VEHNS GROUP due to an unjustified notice of defects shall be borne by the customer.
9.10 Claims of the purchaser for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the delivery item was subsequently moved to a location other than the delivery address, unless the transfer corresponds to its intended use.
9.11 If the delivery is made to a customer outside the Federal Republic of Germany, the customer must, at the request of the VEHNS GROUP, commission a domestic contract company to carry out repair work, insofar as this is necessary.
9.12 The warranty provisions also apply to direct resale to a consumer.
9.13 A defect of the object of purchase does not exist if devices are not compatible in the country of destination, are not listed there or are sold under another name but are identical in construction. In such cases the VEHNS GROUP is not liable.
9.14 The VEHNS GROUP is not liable for contractual penalties, into which the customer has entered, as well as for damages from delay in delivery, unless there is intent or gross negligence.
10 WARRANTY CLAIMS FOR GOODS FOR DISTRIBUTION
10.1 Warranty claims against the VEHNS GROUP as distributor exist only if these were expressly and in writing agreed with the VEHNS GROUP.
10.2 Warranty claims against manufacturers must be asserted against them. The VEHNS GROUP does not assume any obligations with regard to the guarantees of sentence 2 and on request the 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 their credit insurance until all present and future claims against the customer have been settled.
11.2 The customer is only entitled to dispose of the reserved goods in the ordinary course of business and only if it is ensured that the resulting claims are transferred to the credit insurance.
11.3 He hereby assigns to VEHNS GROUP GmbH as security to the credit insurance the claims arising from the sale of the reserved goods or for any other legal reason in respect of the reserved goods. VEHNS GROUP GmbH is authorised to collect this claim even after the assignment.
11.4 After withdrawal from the contract, the VEHNS GROUP is entitled to take back the reserved goods, to disclose the assignment by way of security and to use the reserved goods and the assigned claims to settle any claims against the customer. For this purpose the customer has to grant VEHNS GROUP access to the reserved goods.
11.5 Until full payment, the customer may only use or resell the goods in the ordinary course of business. However, he must withhold all payments including any insurance payments for VEHNS GROUP GmbH and keep the money separate from his assets and the third party.
12 ELECTRONIC DATA EXCHANGE AND CONFIDENTIALITY
12.1 Each party is entitled to create, transmit and exchange declarations and messages electronically (electronic data exchange), provided that the transmitting party is identifiable. The transmitter bears the risk for the loss and the correctness of the transmitted data.
12.2 Documents produced electronically or digitally are equivalent to written documents.
12.3 Non-publicly accessible data and information, in particular log-in data, are to be treated confidentially and used exclusively for the intended purpose. The login may only be used by the respective owner. In case of violations, the VEHNS GROUP is entitled to block the registration and assert claims for damages. The duty of confidentiality does not apply to data and information that must be passed on to third parties and especially to agencies due to legal obligations.
12.4 All data transmitted by the partners will only be passed on to third parties in anonymous and aggregated form. The partners agree to the earmarked electronic collection, processing and use of the data provided to the VEHNS GROUP.
13.1 The personal data of the customer are stored, as far as necessary, for the fulfilment of the obligations of the customer and the VEHNS GROUP resulting from these GTC. Order and personal data can be used by the VEHNS GROUP for the production of sales statistics for publication.
13.2 The customer is obliged to fulfil his country-specific obligations arising from the implementation of the WEEE Directive of the EU (Directive 2002/96/EC).
13.3 Changes, additions or ancillary agreements to these GTC must be made in writing to become effective. This also applies to the cancellation of the written form requirement itself.
13.4 Place of performance and jurisdiction is Munich, Germany.
13.5 German law shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CSIG).
13.6 The German version of these GTC shall take precedence over the English version, which serves only for reasons of clarity and translation.
13.7 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
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