Terms and Conditions
Version June 2022
I. Conclusion of contract/transfer of rights and obligations of the buyer
(1) The Buyer’s order for the goods shall be deemed to be a binding offer to enter into a contract. Unless otherwise stated in the order, the Seller shall be entitled to accept this contractual offer within two weeks of its receipt. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer. However, the seller is obliged to inform the buyer immediately if he does not accept the order.
(2) Transfers of the buyer’s rights and obligations under the purchase contract require the seller’s consent in text form.
This does not apply to a monetary claim of the buyer against the seller.
The prior consent of the Seller shall not be required for other claims of the Buyer against the Seller if the Seller has no interest worthy of protection in an exclusion of assignment or if the legitimate interests of the Buyer in the assignability of the right outweigh the interest of the Seller worthy of protection in an exclusion of assignment.
II. Prices / Payment
(1) The prices quoted include packaging costs and the statutory value-added tax; however, delivery and shipping costs are only included in the prices quoted if a separate agreement has been made in this respect.
(2) If the Buyer is in default of payment, the Seller shall be entitled to charge interest at a rate of 5 percentage points above the base rate of the European Central Bank (ECB) from that time onwards. In this respect, the Seller reserves the right to prove higher damages.
(3) The purchase price and the prices for ancillary services shall be due and payable within 8 days from the date of the invoice and delivery or acceptance of the goods. However, the seller shall be entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. The seller shall declare a corresponding reservation at the latest with the order confirmation.
(4) The buyer may only offset claims of the seller if the counterclaim of the buyer is undisputed or a legally binding title exists. This does not apply to counterclaims of the buyer arising from the same purchase contract. He may only assert a right of retention insofar as it is based on claims from the same contractual relationship.
III. Delivery and Delay in Delivery
(1) Delivery dates and delivery periods which have not been expressly designated as binding shall be deemed to have been agreed without obligation. Binding delivery dates and delivery periods must be agreed in writing. Delivery periods shall commence upon conclusion of the contract.
(2) The buyer may request the seller to deliver six weeks after a non-binding delivery date or a non-binding delivery period has been exceeded. The seller shall be in default upon receipt of the request.
If the buyer is entitled to compensation for damage caused by delay, this shall be limited to a maximum of 5% of the agreed purchase price in the event of slight negligence on the part of the seller.
(3) If the buyer also wishes to withdraw from the contract and/or claim damages in lieu of performance, he must set the seller a reasonable deadline for delivery after expiry of the relevant deadline in accordance with clause 2 of this section.
If the buyer has a claim for damages instead of performance, the claim shall be limited to a maximum of 25% of the agreed purchase price in the event of slight negligence. If the buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his com-mercial or independent professional activity when concluding the contract, claims for damages in lieu of performance are excluded in the event of slight negligence.
If, while the Seller is in default, delivery becomes impossible by chance, the Seller shall be liable with the limitations of liability agreed above. The seller shall not be liable if the damage would also have occurred in the event of timely delivery.
(4) If a binding delivery date or a binding delivery period is exceeded, the seller shall be in default as soon as the delivery date or the delivery period is exceeded. The rights of the buyer shall then be determined in accordance with clause 2, sentence 3 and clause 3 of this section.
(5) The limitations and exclusions of liability in this section shall not apply to damage caused by a grossly negligent or intentional breach of obligations by the seller, its legal representative or its vicarious agent, or in the event of injury to life, limb or health.
(6) Force majeure or operational disruptions occurring at the Seller’s or its suppliers’ premises which temporarily prevent the Seller, through no fault of its own, from delivering the object of purchase on the agreed date or within the agreed period shall change the dates and periods specified in clauses 1 to 4 of this section by the duration of the disruptions to performance caused by these circumstances. If such disrup-tions lead to a delay in performance of more than four months, both the buyer and the seller may withdraw from the contract. Other rights of withdrawal remain unaffected by this.
(7) Changes in design or form, deviations in colour and changes in the scope of delivery on the part of the manufacturer shall remain reserved during the delivery period, provid-ed that the changes or deviations are reasonable for the buyer, taking into account the interests of the seller. Insofar as the seller or the manufacturer uses signs or numbers to designate the order or the ordered object of purchase, no rights can be derived from this alone.
(1) The buyer shall be obliged to accept the object of pur-chase within 14 days of receipt of the notice of availability. In the event of non-acceptance, the seller may exercise his statutory rights.
(2) If the seller claims damages, these shall amount to 10% of the purchase price. The amount of damages shall be higher or lower if the seller proves higher damages or the buyer proves that lower damages or no damages at all have been incurred.
V. Retention of Title
(1) The object of purchase shall remain the property of the seller until the claims to which the seller is entitled on the basis of the contract of sale have been settled.
If the buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract, the retention of title shall also apply to claims of the seller against the buyer arising from the ongoing business relationship until settlement of claims due to the seller in connection with the purchase.
At the buyer’s request, the seller shall be obliged to waive the reservation of title if the buyer has fulfilled all claims in connection with the object of purchase in an incontestable manner and adequate security exists for the remaining claims from the current business relationship.
(2) If the buyer does not pay the due purchase price and prices for ancillary services or does not pay them in accord-ance with the contract, the seller may withdraw from the contract and/or, in the event of a culpable breach of duty by the buyer, claim damages instead of performance if he has unsuccessfully set the buyer a reasonable deadline for performance, unless the setting of a deadline is dispensable in accordance with the statutory provisions. If the seller is entitled to claim damages instead of performance and if he takes back the object of purchase, the seller and the buyer agree that the seller shall remunerate the usual sales value of the object of purchase at the time of taking back. At the request of the buyer, which can only be expressed immediately after the object of purchase has been taken back, a publicly appointed and sworn expert will determine the normal sales value at the buyer’s discretion. The buyer shall bear the necessary costs of taking back and realising the object of purchase. The realisation costs shall amount to 5 % of the normal sales value without proof. They shall be set higher or lower if the seller proves higher costs or the buyer proves that lower costs or no costs at all were incurred.
(3) As long as the retention of title exists, the buyer may neither dispose of the object of purchase nor contractually grant third parties use thereof.
VI. Liability for Defects in Quality and Title
(1) Claims of the buyer for material defects and defects of title shall become statute-barred in accordance with the statutory provisions two years after delivery of the object of purchase.
Notwithstanding this, a limitation period of one year shall apply if the buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract.
(2) The shortening of the statute of limitations in clause 1, sentence 2 shall not apply to damage caused by a grossly negligent or intentional breach of obligations by the seller, his legal representative or his vicarious agent, or in the event of injury to life, limb or health.
(3) If the Seller is liable under the statutory provisions for damage caused by slight negligence, the Seller’s liability shall be limited:
Liability shall only exist in the event of a breach of material contractual obligations, such as those which the purchase contract specifically intends to impose on the seller according to its content and purpose or the fulfilment of which makes the proper performance of the purchase contract possible in the first place and on the observance of which the buyer regularly relies and may rely. This liability is limited to the typical damage foreseeable at the time of conclusion of the contract.
The personal liability of the legal representatives, vicarious agents and employees of the seller for damage caused by them through slight negligence is excluded.
Clause 2 of this section shall apply accordingly to the afore-mentioned limitation of liability and the aforementioned exclusion of liability.
(4) Irrespective of any fault on the part of the Seller, any liability on the part of the Seller in the event of fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk and in accordance with the Product Liability Act shall remain unaffected.
(5) If a defect is to be remedied, the following shall apply:
a) The buyer must assert claims for rectification of defects with the seller. In the case of verbal notification of claims, the buyer must be provided with a confirmation of receipt of the notification in text form.
b) The seller may also choose to have the defect rectified by a specialist company to be named by him. This shall be named to the buyer by the seller. Any costs arising from this shall be borne by the seller. The buyer shall inform the seller immediately if the first rectification of the defect by the specialist company commissioned was unsuccessful.
c) The buyer may assert claims for material defects based on the purchase contract for the parts installed to remedy the defect until the expiry of the limitation period of the object of purchase.
d) Replaced parts shall become the property of the seller.
(6) If the buyer is a consumer within the meaning of section 13 German Civil Code (BGB), the provisions of this section shall not apply to material defects and defects of title in goods with digital elements, but the statutory provisions shall apply to the digital elements.
VII. Liability for other claims
(1) The statutory limitation periods shall apply to other claims of the buyer which are not regulated in section VI “Liability for defects in quality and defects of title”.
(2) Liability for delay in delivery is conclusively regulated in Section III “Delivery and Delay in Delivery”. For other claims for damages against the seller, the provisions in section VI. “Liability for defects in quality and defects of title”, sections 3 and 4 shall apply accordingly.
(3) If the buyer is a consumer within the meaning of section 13 of the German Civil Code (BGB) and the subject matter of the contract also includes the provision of digital content or digital services, whereby the object of purchase can also fulfil its function without these digital products, the statutory provisions of sections 327 et seq. of the German Civil Code (BGB) shall apply to this digital content or digital services.
VIII. Place of Jurisdiction
(1) The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising from bills of exchange and cheques, shall be the Seller’s registered office.
(2) The same place of jurisdiction shall apply if the buyer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is brought. Otherwise, in the event of claims by the Seller against the Buyer, the Buyer’s place of residence shall be the place of jurisdiction.
IX. CRIF Clause
(1) Within the framework of this contractual relationship, we transmit collected personal data for the purpose of requesting, implementing and terminating this business relationship, as well as data regarding non-contractual conduct or fraudulent conduct to CRIF GmbH, Leopoldstraße 244, 80807 Munich/Germany.
The legal basis for these transfers is set out in point (b) of Article 6 (1) and point (f) of Article 6 (1) General Data Protection Regulation (GDPR). The exchange of data with CRIF GmbH also serves to comply with statutory duties of conducting creditworthiness assessments (Sections 505 a und 506 German Civil Code).
CRIF GmbH processes the data received and also uses it for the purpose of creating profiles (scoring) to provide its contractual partners in the European Economic Area and Switzerland, and where applicable, third countries (if there exists for the country an adequacy decision of the European Commission) with information, among other things, for assessing the creditworthiness of individuals. You may find more detailed information about the operations of CRIF GmbH in their Fact Sheet or online at https://www.crif.de/en/privacy.
X. Notice pursuant to section 36 Consumer Dispute Settlement Act (VSBG)
(1) The Seller will not participate in any dispute resolution proceedings before a consumer arbitration board within the meaning of the VSBG and is not obliged to do so.
HP Velotechnik Gmbh & Co. KG, Kapellenstraße 49, 65830 Kriftel, Germany