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General Terms of Sale of VOGTLAND Autosport GmbH

Scope of Application

1. The present General Delivery and Payment Terms are considered agreed between the Contract Partners. Business Terms of the Partner not acknowledged by us in writing are not valid.

 

General Terms

2. The Contract Partners shall confirm any verbal agreements promptly in writing.
3. Orders become binding only with our order confirmation.
4. The data and illustrations given in pamphlets, catalogues and online are typical approximate industry values except when explicitly declared by us to be binding.

 

Prices

5. When no other currency is quoted, prices are given in Euro and exclude VAT, packing, freight, postage and insurance.

 

Payment Terms

6. All invoices are due for payment within 30 days from date of invoice. A 2 % cash discount is granted on payments made within 10 days from date of invoice except when the Partner is in arrears with the payment of other payables. For new customers, we reserve the right to stipulate the payment mode of COD, bank debit or cash in advance.
7. If we have indisputably delivered partially defective products, our Partner is nevertheless obligated to make payment for the flawless portion except if the partial delivery is of no further interest to him. In all other respects, the Partner is entitled to offset only with counterclaims that are undisputed or declared legally final.
8. If payment is in arrears, we are entitled to charge late delivery interest in the amount of the interest rate charged by our bank for current account overdrafts but of not less than 8 percentage points above the basic interest rate as per Sec. 247 BGB.
9. In the event of late payment, we are entitled after a written notice to the Partner to suspend the performance of our own obligations up to the receipt of payment.
10. Bills of exchange and cheques are accepted only when agreed, only for the sake of performance and on condition of their negotiability. Discounting charges will be debited as of the due date of the invoice. A guarantee for the presentation of bills and cheques by their due date or for the issue of draft protests is excluded.
11. If following contract conclusion, a substantial hazard arises to our payment claim as a result of a major deterioration in the asset conditions of the Partner, we are entitled to demand advance payments or the supply of a security within an adequate period and to suspend performance until our demand is met. A substantial deterioration in the asset conditions is assumed if a Partner is in default. In the event of a refusal by the Partner or of the fruitless expiry of the limit period, we are entitled to withdraw from the contract and demand compensation for non-performance.

 

Delivery

12. If not agreed otherwise, our deliveries are "ex works". Our notice of shipping or collection readiness is relevant for the observation of a delivery date or delivery period.
13. The delivery period begins with our issue of the order confirmation and shall be adequately extended if the preconditions of Item 42 apply.
14. Partial shipments are permitted within reasonable limits. They will be in voiced separately.
15. Excess or short deliveries due to production runs are permitted within a tolerance rate of 10 % of total order volume. Depending on the extent, total invoice amount will be modified as a result.

 

Shipment and Transfer of Risk

16. Goods reported ready for shipment must be collected by the Partner promptly. Otherwise, we are entitled at our discretion to ship the goods or store them for risk and account of the Partner.
17. In the absence of an agreement to the contrary, the means of transportation and shipping route is chosen by us.

18. The risk passes to the Partner with the handover to the railway, forwarding agent or consolidator or on commencement of storage but latest on departure from our works or warehouse, also when delivery to the above parties is made by us.

 

Late Delivery

19. If the delivery is late due to the circumstances laid out in Item 42 or as a result of an action or omission of the Partner, the delivery period shall be adequately extended as appropriate to the circumstances.

 

Reservation of Title

20. We reserve ownership to the delivered product up to the fulfilment of all our claims out of the contractual relationship with the Partner.

21. The Partner is entitled to resell the goods as part of an ordinary business transaction and as far as his contractual obligations are met in good time. He may, however, not pledge reserved goods as collateral nor hand them over as a security. The Partner must secure our rights when reselling reserved goods on credit.

22. In the event of a default by the Partner, we are entitled after setting an adequate grace period to demand the surrender of reserved goods also without withdrawing from the contract.

23. All claims and rights generated by the sale or possible rental permitted to the Partner of goods to which we have ownership rights shall be assigned by the Partner as collateral to us already at this time. The assignment is hereby accepted.

24. Possible processing or compounding of reserved goods shall be undertaken by the Partner at all times on our behalf. When the reserved goods are processed or inseparably blended with other objects not owned by us, we acquire co-ownership in the new product in a ratio of the invoice value of the reserved goods to that of the other processed or blended products at the time of processing or blending. If our products are compounded with other movable objects into a uniform product or are inseparably blended and if the resulting product becomes the main product, the Partner assigns to us the pro-rated co-ownership as far as he is the owner of the main product. The Partner shall administer ownership or co-ownership on our behalf. In all other respects, products resulting from the processing or compounding or blending are to be considered equal to the reserved goods.

25. Enforcement measures of third parties involving the reserved goods, claims assigned to us or other securities must be notified to us by the Partner promptly and all necessary records for action on our part be submitted. This also applies to any form of deterioration.

26. We agree to release the securities to which we are entitled under the above provisions at the demand of the Partner when the value of the product subject to the reservation of title exceeds the secured claim by more than 10 %.

 

Warranty

27. Our warranty covers the flawless manufacture of goods delivered by us in line with the agreed technical delivery rules. When delivery is based on the drawings, specifications, samples etc. of the Partner, the risk of suitability for the intended purpose is borne by the latter. The time relevant for the contractual state of the product is that of the transfer of risk as per the Sec. 18.

28. A warranty covering disassembly and reinstallation costs and compensation claims arising out of defective deliveries is explicitly excluded.

29. We assume no warranty for defects resulting from unsuitable or improper handling, defective assembly or start-up by the Partner or a third party, typical wear and tear, faulty or negligent operation or for the result of improper modifications or repairs by the Partner or a third party performed without our consent.

30. If not agreed otherwise, the warranty period shall be determined by governing law.

31. Visible defects shall be reported by the Partner in writing promptly on receipt of the goods at destination, and concealed vices promptly after the discovery of the vice but latest within the statutory warranty period.

32. When acceptance of the goods or first-off sample inspection was agreed, claims shall be excluded for defects which the Partner could have discovered on careful acceptance or first-off sample inspection. When no acceptance or first-off sample inspection was agreed, the statutory provisions shall apply.

33. We must be given the opportunity to examine claimed defects. At our demand, products subject to a claim must be returned to us promptly. Shipping costs shall be for our account if the defect claims is justified. If the Partner fails to meet this obligation or makes changes to claimed products without our consent, possible warranty claims shall be void. General Terms of Sale of VOGTLAND Autosport GmbH

34. If a claim is justified and made in due time, we will at our discretion either repair the claimed product or supply a flawless replacement. For bulk deliveries, the Partner must give us an opportunity to sort out defective products at short notice.

35. If we fail to meet our warranty obligations or do so contractually within a reasonable period, the Partner may set a final limit period during which we are required to meet our obligations. On the fruitless expiry of this period, the Partner may either demand a reduction in the price, withdraw from the contract or carry out the necessary repair works by himself or by a third party for our account and risk. If the repair is successfully performed by the Partner or a third party, all claims of the Partner shall be considered met with the reimbursement of the resulting costs.

 

Warranty

36. The warranty provisions applicable to chassis products shall apply only to the legal relationship of VOGTLAND Autosport with the final consumer (not vis-à-vis the Partner).

 

Other Claims and Liability

37. If not agreed otherwise below, any other or further claims of the Partner against us shall be excluded. This applies in particular to compensation claims out of delay, infeasibility of performance, culpable breach of ancillary contractual obligations, faulty contract conclusion [culpa in contrahendo] or unauthorized acts. We are therefore not liable for any damage not incurred by the delivered product itself. In particular, we are not liable for lost profits or asset damage to the Partner.

38. The above liability limitations do not apply to premeditated or gross negligence by our statutory representatives or managing executives or to culpable breach of material contract obligations. In the case of a culpable breach of material contract obligations, we shall be liable only for contracttypical and reasonably foreseeable damage except in the case of premeditated or gross negligence by our statutory representatives or managing executives.

39. The liability limitation furthermore does not apply to defects in supplied goods for which liability is assumed under the Product Liability Act for personal injury or physical damage to privately used objects. It likewise does not apply to the absence of assured properties if and when the purpose of the nassurance was to protect the Partner from damage not incurred by the delivered product itself.

40. When our liability is excluded or limited, this should also apply to the personal liability of our employees, workers, staff members, statutory representatives or vicarious agents.

41. The statutory regulations on the supply of proof remain unaffected.

 

Force Majeure

42. Force majeure, labour disputes, civil unrest, measures of authority, nonsupply of deliveries by our suppliers and other unforeseeable, unavoidable and grave events release the Contract Partners from their obligations for the duration of the event and to the extent of their effect. This also applies when these events occur at a time at which the Partner in question is in default. The Contract Partners agree to promptly issue within reasonable limits all required information and to match their obligations to the changes of circumstances in good faith.

 

Place of Performance, Jurisdiction and Governing Law

43. The place of performance for this Agreement is Hagen/Westphalia.

44. The place of jurisdiction for all legal disputes including bill of exchange and protests is our business seat. When the Partner is a registered merchant, a legal entity of public law or a special fund under public law, we are entitled to institute proceedings also at the seat of the Partner.

45. The Agreement is to be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention of 11 April 1980 on the international of goods (CISG aka "Vienna Purchase Law") is excluded.