Dealer AVB

General sales conditions of AutoForm Carbox GmbH

(General sales conditions for entrepreneurs i.S.d. § 14 BGB)

§ 1 scope, form

(1) The present general sales conditions (AVB) apply to all of our business relationships with our customers ("buyers"). The AVB only apply if the buyer (§ 14 BGB), is a legal entity under public law or a special fund under public law.

(2) The AVB apply in particular to contracts for the sale and/or the delivery of movable things ("goods"), regardless of whether we manufacture the goods ourselves or buy from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the AVB apply in the version that is valid at the time of ordering the buyer or at least in the recently communicated version as a framework agreement for similar contracts, without us having to point out it again in each individual case.

(3) Our AVB only apply. Deviating, conflicting or complementary general terms and conditions of the buyer are only part of the contract and insofar as we have expressly agreed to their validity. This consent requirement applies in any case, for example, even if we carry out the delivery to him without reservation when we know the terms and conditions of the buyer.

(4) In individual cases, individual agreements with the buyer (including side agreements, additions and changes) have priority before these AVB. A written contract or our written confirmation is decisive for the content of such agreements.

(5) Legal explanations and advertisements of the buyer in relation to the contract (e.g. deadline, notification of defects, resignation, withdrawal or reduction), must be submitted in writing, i.e. in writing or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence in particular in the event of doubts about the legitimation of the explanatory remain unaffected.

(6) References to the validity of legal regulations have only significant meaning. Even without such clarification, the legal regulations apply, insofar as they are not immediately changed or expressly excluded in this AVB.
 

§ 2 Contract conclusion

(1) Our offers are subject to change and non -binding. This also applies if we have given the buyer catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, calculations, references on DIN standards), other product descriptions or documents- also in electronic form- on which we have property and copyrights reserved.

(2) The order of the goods by the buyer is considered a binding contract offer. Unless otherwise arisen from the order, we are entitled to accept this contract with us within two weeks of access.

(3) The acceptance can be explained either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.
 

§ 3 Delivery period and delay in delivery

(1) The delivery period is individually agreed or specified by us when the order is accepted. If this is not the case, the delivery period is about four weeks from the conclusion of the contract.

(2) If we cannot adhere to binding delivery periods for reasons that we are not responsible (non -availability of the service), we will inform the buyer immediately and at the same time provide the expected new delivery period. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse the consideration of the buyer. As a case of the non -availability of the service in this sense, the non -timely self -delivery by our supplier, when we have completed a congruent coverage business, does not apply to us or our supplier, or we are not obliged to procure in individual cases.

(3) The occurrence of our delay in delivery is determined according to the legal regulations. In any case, a reminder from the buyer is required. If we are in default of delivery, the buyer can request a flat -rate replacement of his default damage. The damage flat rate for each completed calendar week of the delay is 0.5% of the net price (delivery value), but a maximum of 5% of the delivery value of the late delivered goods. We reserve the right to prove that the buyer has no damage or only much less damage than the above flat rate.

(4) The rights of the buyer in accordance with Section 8 of this AVB and our legal rights, in particular if the obligation to pay benefits (e.g. due to the impossibility or unreasonableness of the service and/or subsequent performance), remain unaffected.
 

§ 4 Delivery, transfer of danger, acceptance, default of acceptance

(1) The delivery takes place from warehouse, where the place of performance for delivery and any subsequent performance is also. At the request and costs of the buyer, the goods are sent to another destination (shipping purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport companies, shipping, packaging).

(2) The risk of random loss and the random deterioration of the goods passes to the buyer at the latest. When buying a shipping, however, the risk of random loss and the random deterioration of the goods as well as the risk of delay is already transferred to the freight forwarder, the carrier or the person or institution otherwise designed to carry out the dispatch. Insofar as a acceptance is agreed, this is decisive for the transfer of danger. In addition, the legal provisions of the law of work contracts apply accordingly for an agreed acceptance. The handover or acceptance is the same if the buyer is in the default of the acceptance.

(3) If the buyer is defaulted by acceptance, he fails to take part or delay our delivery for other reasons for which the buyer, we are entitled to compensate for the resulting damage including additional expenses (e.g. storage costs). For this we calculate a flat -rate compensation in the amount of 0.5% of the net price (delivery value) per calendar week up to a maximum of 5% or 10% in the event of the final non -acceptance, starting with the delivery period or - in the absence of a delivery period - with the communication of the goods.
The proof of higher damage and our legal claims (in particular replacement of additional expenses, adequate compensation, termination) remain unaffected; However, the flat rate is to be offset against further investments. The buyer is permitted to follow that we have occurred no or only a much less damage than the pre-healing flat rate.
 

§ 5 prices and terms of payment

(1) Unless otherwise agreed in individual cases, our current prices apply at the time of the conclusion of the contract, from warehouse, plus statutory sales tax.

(2) Unless otherwise agreed, when buying the shipment (Section 4 (1)), the buyer bears the transport costs from stock and the costs of a transport insurance requested by the buyer. The buyer bears any tariffs, fees, taxes and other public taxes unless otherwise agreed.

(3) The purchase price is due and pay within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled, even as part of an ongoing business relationship, at any time to carry out a delivery in whole or in part only against prepayment. We explain a corresponding reservation at the latest with the order confirmation.

(4) The buyer is in arrears with the end of the payment period. The purchase price must be paid about the applicable legal interest rate during the delay. We reserve the right to assert a further default damage. Our entitlement to the commercial due interest rate (§ 353 HGB) remains unaffected to merchants.

(5) The buyer is only entitled to set-up or retention rights insofar as his claim is legally established or is undisputed. In the case of defects in the delivery, the purchaser's rights remain unaffected in particular in accordance with section 7 (6) sentence 2 of these AVB.

(6) If after the conclusion of the contract (e.g. by applying for the opening of an insolvency procedure), the fact that our claim to the purchase price is jeopardized by the lack of performance of the buyer, so we are in accordance with the legal regulations on the refusal of performance and-if necessary after setting deadline entitled to withdraw from the contract (§ 321 BGB). In the event of contracts for the production of unacceptable things (individual designs), we can immediately explain the resignation; The legal regulations on the dispute of the deadline remain unaffected.
 

§ 6 Reference to Reference

(1) Until the full payment of all of our current and future claims from the purchase contract and an ongoing business relationship (secure claims), we reserve the right to own the property.

(2) The goods subject to retention of title may not be pledged to third parties before paying the reliable claims completely, nor is to be transferred to security. The buyer must notify us in writing immediately if an application for the opening of insolvency proceedings made or if there are access to third parties (e.g. attachments) to the goods belonging to us.

(3) In the event of contractual behavior of the buyer, in particular if the purchase price is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions or/and to request the goods on the basis of the retention of title. The request for surrender does not also include the explanation of the withdrawal; Rather, we are entitled to only request the goods and to reserve the resignation. If the buyer does not pay the due purchase price, we may only assert these rights if we have previously unsuccessfully made the buyer a reasonable period of payment or is unnecessary such a deadline according to the legal regulations.

(4) The buyer is authorized to sell and/or process the goods subject to retention of title in the proper course of business, except for revocation in accordance with revocation. In this case, the following provisions also apply.

(a) The retention of title extends to the products that arise through processing, mixing or connection of our goods to their full value, whereby we are considered the manufacturer. If there is a processing, mixing or connection with goods of third parties their own property, we acquire co -ownership in the ratio of the invoice values ​​of the processed, mixed or connected goods. For the rest, the same applies to the resulting product as for the goods delivered under retention of title.

(b) The claims against third parties resulting from the resale of the goods or the product, the buyer will already take over to us as a whole or in the amount of our part of our part of the co -ownership in accordance with the above sales. We accept the assignment. The duties of the buyer specified in paragraph 2 also apply in terms of the assigned claims.

(c) The buyer next to us remains authorized to collect the claim. We undertake not to collect the claim as long as the buyer fulfills his payment obligations towards us, there is no lack of his performance and we do not assert the retention of title by exercising a law in accordance with paragraph 3. However, if this is the case, we can request that the buyer announced the assigned claims and their debtors, provide all the information required for moving in, hand over the associated documents and inform the debtors (third parties) the assignment. In this case, we are also entitled to revoke the buyer's authority to further sell and present the goods under the retention of title.

(d) If the realizable value of the collateral exceeds our claims by more than 10%, at the request of the buyer we will release collateral after our choice.
 

§ 7 claims for defects of the buyer

(1) For the rights of the buyer in the case of material and legal defects (including false and underneath delivery as well as improper assembly or defective assembly instructions), the legal regulations apply, unless otherwise determined below. In all cases, the legal provisions remain unaffected to a consumer when the unprocessed goods are delivered, even if they have processed them (supplier regress in accordance with sections 478 BGB). Claims from supplier regress are excluded if the defective goods were processed by the buyer or another entrepreneur, e.g. by installing it into another product.

(2) The basis of our liability for defects is above all the agreement made by the nature of the goods. As an agreement on the nature of the goods, all product letters and manufacturers that are the subject of the individual contract or were publicly announced by us (especially in catalogs or on our internet homepage) at the time of the conclusion of the contract.

(3) Insofar as the nature has not been agreed, according to the legal regulation, it must be assessed whether there is a defect or not (Section 434 (1) sentence 2 and 3 BGB). However, we assume no liability for public statements by the manufacturer or other third parties (e.g. advertising statements), which the buyer did not point out to us as decisive for him.

(4) In principle, we are not liable for defects that the buyer knows when the contract is concluded or does not know grossly negligent (§ 442 BGB). Furthermore, the buyer's claims for defects require that he has complied with his statutory investigation and notification obligations (§§ 377, 381 HGB). In the event of a test for installation or other further processing, an examination must always be carried out immediately before processing. If there is a deficiency in the delivery, the examination or at any later point in time, we must be reported immediately in writing. In any case, there are obvious defects within six working days of delivery and defects that are not recognizable during the examination within the same period from the discovery. If the buyer misses the proper examination and/or defect indicator, our liability is excluded for the defect that is not or not in time or not in good time or not properly.

(5) If the delivered thing is defective, we can first choose whether we do supplementary performance by eliminating the defect (rectification) or by delivering a deficiency -free matter (replacement delivery). Our right to refuse to fulfill the subsequent performance under the legal requirements remains unaffected.

(6) We are entitled to make the subsequent performance owed dependent on the fact that the buyer pays the due purchase price. However, the buyer is entitled to retain a part of the purchase price that is appropriate in relation to the deficiency.

(7) The buyer must give us the time and the opportunity required for the subsequent performance to be given to give us the contested goods for exam purposes. In the event of replacement delivery, the buyer has to return the defective matter according to the legal regulations. The subsequent performance does not include the expansion of the defective matter or the renewed installation if we were not originally obliged to install it.

(8) We bear or reimburse the expenses required for the purpose of the examination and subsequent fulfillment, in particular transport, road, work and material costs as well as possibly expansion and installation costs if there is actually a defect. Otherwise, we can request the costs incurred from the unjustified request for deficiency (in particular test and transport costs), unless the lack of deficiency was not recognizable for the buyer.

[(9) In urgent cases, e.g. if the operational safety endangered or for a defense against disproportionate damage, the buyer has the right to eliminate the deficiency himself and to request replacement of the expenses required by us. From such a self-taking, we are immediately notified, if possible, beforehand. The right to self -support does not exist if we were entitled to refuse a corresponding supplementary performance in accordance with the statutory regulations.]

(10) If the subsequent performance has failed or a reasonable period of time to be set for the subsequent performance by the buyer or is unnecessary according to the statutory regulations, the buyer can withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the event of an inconsiderable deficiency.

(11) Claims of the buyer for compensation or compensation in unsuccessful expenses also only exist for defects in accordance with Section 8 and are also excluded.
 

§ 8 other liability

(1) Unless otherwise arisen from these AVB, including the following provisions, we are liable in the event of a violation of contractual and non -contractual obligations in accordance with the statutory regulations.

(2) We are liable for compensation - for whatever legal reason - as part of the liability for fault in the event of intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory restrictions on liability (e.g. care in our own affairs; inconsiderable breach of duty), only

a) for damage from the violation of life, body or health,

b) for damage from the violation of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and that the contractual partner can regularly trust and trust); In this case, however, our liability is limited to the replacement of the predictable, typically occurring damage.

(3) The liability restrictions resulting from paragraph 2 also apply to third parties and in the case of breaches of duty by persons (also in their favor), whose fault we are responsible for in accordance with legal regulations. They do not apply, insofar as a defect is fraudulently concealed or a guarantee of the nature of the goods has been taken over and for claims by the buyer according to the Product Liability Act.

(4) Because of a breach of duty that does not exist in a defect, the buyer can only withdraw or cancel if we are responsible for the breach of duty. A free right of termination of the buyer (in particular §§ 650, 648 BGB) is excluded. In addition, the legal requirements and legal consequences apply.
 

§ 9 limitation period

(1) In deviation from Section 438 (1) No. 3 BGB, the general limitation period for claims from property and legal defects is one year from delivery. Insofar as a acceptance is agreed, the limitation period begins with the acceptance.

(2) The above limitation periods of the purchase law also apply to contractual and non -contractual claims for damages by the buyer, which are based on a lack of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would be a shorter statute of limitations in individual cases lead. Claims for damages by the buyer in accordance with Section 8 (2) sentence 1 and sentence 2 (a) and according to the Product Liability Act only become statute -barred according to the statutory limitation periods.
 

Section 10 of the law and place of jurisdiction

(1) For this AVB and the contractual relationship between us and the buyer, the law of the Federal Republic of Germany applies to the exclusion of international unity law, in particular the UN sales law.

(2) If the buyer is a merchant i.S.D. Commercial Code, legal entity under public law or a special fund under public law, is exclusive-also an international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur i.S.V. § 14 BGB. In all cases, however, we are also entitled to file a lawsuit at the place of performance of the delivery obligation in accordance with this AVB or a priority individual agreement or at the buyer's allge. Priority legal regulations, in particular on exclusive responsibilities, remain unaffected.