General terms and conditions of sale, delivery and payment of Veigel GmbH + Co. KG
1.1. These terms and conditions apply only in relation to companies, legal persons governed by public law and public law entities with special funds.
1.2. Our general terms and conditions of business apply with exclusive effect for the entire business relationship with our customers. We do not recognize deviating conditions of the customer unless we have expressly approved their validity in writing. Our general terms and conditions of business also apply exclusively when we execute the delivery unconditionally despite conflicting or deviating terms and conditions of business of the customer. Our general terms and conditions of business also apply for all future business transactions with the customer, even when they have not yet been expressly agreed.
2. Offers and conclusion of contract
2.1. Our offers are always subject to change and not binding, unless indicated otherwise in our offer. Silence in response to offers of the customer does not amount to acceptance.
2.2. The delivery contract comes into effect only when we have confirmed the order in writing. If a confirmation of order is not issued, our execution of delivery or the delivery note shall be regarded as such. Verbal agreements must be confirmed in writing by us.
2.3. The dimensions, weights, illustrations, descriptions and other information provided in our catalogues, brochures, price lists and estimates are only a non-binding indication and shall only become binding contractual content, subject to any technical changes, when we have expressly approved them in writing.
2.4. Information on quality and durability shall only be valid as guarantees if it is expressly designated as such. The same shall apply for the assumption of a procurement risk.
2.5. Our written confirmation of order determines the type and scope of the performance. We are entitled to provide partial services insofar as they are reasonable for the customer. Subsequent changes by the customer shall only form part of the contract when we have confirmed their technical feasibility in writing. We will subsequently charge for the costs incurred by the change.
3.1. The delivery times shall only apply as approximate unless a binding commitment to them has been expressly provided in writing. The delivery time commences with the sending of our confirmation of order, however not before all issues required for the execution of the order have been clarified or the advance expenditure to be performed by the customer has been provided or a down payment to be provided by the buyer has been received. If we supply the customer against advance payment, the indicated delivery time only commences upon receipt of the amount of the advance payment. Changes subsequently requested by the customer will result in an interruption to the delivery time. After an agreement on the requested change has been reached, the period restarts or a new delivery time is specified.
3.2. The delivery time is met if by its expiry the service item has left our works or notice of the availability of the item for delivery has been given and the goods cannot be dispatched on schedule through no fault of ours.
3.3. In the event of delivery and service delays resulting from force majeure and from events where the causes lie outside our control, as well as from significant operational requirements, we have the right to postpone the delivery or service by the duration of the obstacle plus a reasonable start-up period. The same shall apply when such events arise at our suppliers or during an already existing delay. If the obstacle lasts longer than three months, both the customer and we are entitled to withdraw from the contract in respect of the part that has not been fulfilled. We will notify the customer as soon as possible of the commencement and end of such obstacles.
3.4. In the event that the customer is in default with the payment for earlier deliveries arising from the ongoing business relationship, we are entitled cease making further deliveries, where the customer shall bear any costs that it incurs as a result.
3.5. Open-ended purchase orders must have been called up no later than 6 months after the first partial delivery. After this period expires, we are entitled to dispatch the ordered goods. If the customer is in default of acceptance or if it breaches other duties to cooperate, then we are entitled to demand compensation for the damages that we incur in this respect. The assertion of more extensive claims shall remain unaffected by that.
4.1. Prices are understood to be ex works of production, plus packing, customs, insurance, installation and training costs, delivery costs and value added tax.
4.2. In the event that costs are reduced or increased as a result of increases or changes in the price of materials or wages that arise after the contract has been entered into, we reserve the right to charge the price applicable at the time of the delivery if the delivery is made later than 4 months after the date of our confirmation of order. We will provide evidence of the change in costs to the customer upon request.
4.3. We reserve the right to recalculate the prices in a way that is reasonable for the customer in the event that the subject of the contract has been furnished with technical improvements since the original date of the contract.
4.4. For open-ended orders the prices valid on the date of delivery or when acceptance falls due shall always be charged.
5.1. Unless otherwise indicated, our invoices are payable within 30 days of the invoice date with no deductions. For payments in cash or by check or bank transfer within 10 days of the invoice date, we grant a discount of 2%, provided no older invoices that are due have not been paid in full or in part. No discount is granted for invoices for assembly and repair work or similar services.
5.2. If the customer is in arrears of payment, interest in the amount of 8 percentage points a year above the base interest rate at the time in question (section 247 of the Bürgerliches Gesetzbuch (BGB – German Civil Code)) shall be payable. The assertion of more extensive damages for delay shall remain unaffected by that.
5.3. After a reasonable grace period has expired without the desired result being achieved, we are entitled to conduct outstanding services only against prepayment or to make these dependent on the furnishing of security if the customer is in arrears with agreed payment terms or there are circumstances that, in application of normal banking standards, give reason to doubt the ability of the customer to pay. In addition, we are entitled to call due our claims, irrespective of the term of any bill of exchange, and to demand security.
5.4. The customer may only set off those claims that are not contested by us or that have been finally determined.
5.5. The exercise of rights of retention is only possible on the part of the customer when its counterclaim is based on the same contractual relationship.
6. Packing and dispatch
6.1. Packing is carried out at our discretion in line with normal commercial aspects. The packing is disposable, charged at the lowest possible price and not returnable.
6.2. We make every effort to select what we believe is the best possible shipping method, unless a specific type of dispatch has been agreed. Should additional expenses be incurred as a result of the type of dispatch stipulated by the customer, then these are to be borne by the customer. At the request of the customer, we insure the shipment in question at its expense against theft, breakage and transport, fire and water damage.
6.3. Our deliveries are made ex works, excluding packing. The costs for packing and for the transport of our delivery ex works to the place of delivery shall be borne by the customer.
7. Transfer of risk
7.1. The risk is passed to the customer as soon as the goods leave our works or our warehouse. This shall also apply when we have undertaken additional services such as loading, transport or unloading. If the service is delayed as a consequence of circumstances for which the customer is responsible, the price risk is passed to it on the date that the delivery availability is notified. We are entitled in this event to store the goods at the expense and risk of the customer at our discretion and to charge for them as delivered ex works.
8. Retention of title
8.1. We retain the ownership of the goods until all claims arising from an ongoing business relationship with the customer have been settled in full. This also applies for the issuing of the confirmation of balance.
8.2. The customer is entitled to resell the delivered goods in normal business transactions as long as it is not in arrears. However, it here and now assigns to us all claims in the amount of the final invoice amount in question (including the statutory value added tax) of the claim to which it is entitled against its customers or third parties arising from the resale irrespective of whether the delivery item has been resold with or without further processing. However, we authorize the customer to collect these claims until we revoke this authorization. Our right to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the customer fulfills its payment obligations arising from the revenues collected, is not in arrears of payment and in particular an application for the institution of composition or insolvency proceedings concerning the estate of the customer has not been filed or there is no suspension of payments on its part. Should this be the case, then the customer has the obligation on our request to notify us of the assigned claims and their debtors, to provide all information necessary for collection, to hand over the related documents and to notify the debtor (third party) of the assignment.
8.3. Any processing and finishing or modification of the delivery item by the customer is always made for us as the manufacturer, but without imposing an obligation on us. If the delivery item is processed with other objects that do not belong to us, we acquire joint ownership of the new item in the proportion of the value of the delivery item (final invoice amount including value added tax) to the other processing items at the time of the processing. In all other respects, the regulations for the item delivered subject to retention of title shall apply for the item arising as a result of processing.
8.4. In the event that the item being sold is inseparably mixed with other objects that do not belong to us, we acquire joint ownership of the new item in the proportion of the value of the delivery item (final invoice amount including value added tax) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the item of the customer is to be regarded as the primary item, then it is agreed that the customer transfers proportionate mixed ownership. The above provisions for the sale item delivered subject to reservation of title shall also continue to apply here.
8.5. If we receive joint ownership of the sold goods subject to retention of title in accordance with the above regulations, the customer shall assign to us its claim against the purchaser in the amount of the share of the joint ownership. The customer shall also assign to us as security those claims that arise against a third party from the connection of the goods subject to retention of title with real property. We here and now accept these assignments.
8.6. The customer stores the property subject to retention of title within the meaning of the above regulation or items taking its place free of charge for us in the ordinary course of business.
8.7. The customer has the obligation to handle the item supplied with care and to maintain it in proper condition as long as ownership has not yet been transferred to it. To this end, the customer has to continue to insure the products delivered to it sufficiently against loss or damage by theft, fire, water or similar event at its expense and in our favor and to furnish us with proof of such insurance upon request. The customer shall arrange for any maintenance and inspection works that are necessary to be carried out promptly at its own expense.
8.8. No other disposals of the goods subject to retention of title that go beyond that or the claims taking their place may be carried out by the customer. Should claims be asserted against the goods subject to reservation of title or the claims taking their place by way of attachment or confiscation by third parties, the customer has to point out our entitlement and inform us immediately, so that we can protect our rights against third parties. In addition, the customer shall also be liable for the loss that we may incur, for out-of-court and court costs of the legal action against third parties and has to reimburse these to us.
8.9. At the request of the customer, we will release the item supplied to the extent in which our security interest is accounted for. This will be the case if the realizable value of the item supplied exceeds on more than a temporary basis the coverage limit of 110% of the secured claim. In this respect it is assumed that the coverage limit is reached when the value of the item supplied estimated by expert opinion at the time the release is requested corresponds to 150% of the secured claim. The customer remains free to produce proof of another realizable value of the item supplied.
8.10. We are further entitled to take back the goods subject to retention of title, even if we do not cancel the contract, in the event of conduct by the customer that is contrary to the contract, in particular in the event of default of payment as well as in the event that our claim is jeopardized by a deterioration in the creditworthiness of the customer (see above) after a grace period that we have set expires without the desired result being achieved. In these cases, we are further entitled at our own discretion to sell or auction the goods subject to reservation of title. The respective proceeds of a sale shall then be offset against the liabilities of the customer, less reasonable costs of disposal. The customer shall continue to be liable for a remaining claim for loss mentioned above.
9. Warranty, duties of the customer in the event of a notice of defects, liability, time limit
9.1. The assertion of any claims for defects against us assumes to begin with that the customer has duly fulfilled its statutory duties to conduct an examination and make a complaint (section 377 BGB). This shall also apply when the customer resells the item supplied. In the event of obvious defects or where the goods are obviously incomplete, this is to be notified to us without delay, no later than within 8 days from delivery to the destination, in writing and with an accurate description of the fault and designation of the order number. On further request from us, documentation, samples, packing slips and/or the defective goods are to be sent back to us. If the customer does not fulfill these obligations, claims of the customer on account of the services being defective or incomplete are excluded. If the effects should be hidden material defects, complaints about these must be submitted immediately after they are discovered. After acceptance has been carried out and agreed, complaints about defects that could have been ascertained during acceptance are excluded.
9.2. The risk of fitness for use and application of the purchase item is borne exclusively by the customer. We only assume the liability for a specific application or a specific fitness for use if this has been expressly agreed in writing. The customer has the obligation to ensure that general technical conditions that are stipulated in the documentation and/or in the supplementary documents are complied with. The customer has to impose these and any other restrictions on use specified by us also on its customers. The assembly of the installation parts inevitably means that the carpet, damping mats and trim or heating parts in the area of the installation components will have to be cut or cut out. No costs will be assumed by us for the possible renovation / reconversion of the vehicle.
9.3. A defect in the item supplied for which we are responsible is not present if and insofar as a malfunction is based on the fact that the customer has not ensured compliance with general technical conditions that are defined in the documentation and/or in the supplementary documents. Furthermore, we shall not be liable for natural wear and tear of the supplied item, defective or careless handling, changes, assembly or operation. Nor shall we be liable in the event of defective advice or instruction by the customer or third parties, excessive stress, unsuitable installation location, unsuitable equipment and unsuitable protection of the power supply, chemical, electrochemical or electrical influences, weathering and other natural effects on the item supplied.
9.4. Should the goods exhibit defects, then we are entitled to choose to rectify the defect or to provide a defect-free replacement as our subsequent performance. Only when this should fail or cannot be reasonably expected and the defect is not merely insignificant is the customer entitled to exercise the right of withdrawal or reduction in accordance with the statutory regulations. The customer is only entitled to claims for damages in accordance with clause 9.7 below. With regard to any replacement services and remedial work, a warranty period of 3 months from delivery or execution of the services shall apply that shall, however, run at least until the warranty period of our original service expires.
9.5. The customer has an obligation to give us the required time and opportunity to conduct all necessary rectifications and replacement deliveries in consultation with us. Otherwise we shall be exempted from liability for the resulting consequences. If the customer insists on the emergency deployment of a technician that is associated with additional costs for us or on the execution of works outside normal working hours, it also has to bear the costs incurred by that (e.g. overtime allowances, longer journeys).
9.6. If we replace parts during the subsequent performance, these parts become our property. We shall only be liable for replacement parts in accordance with these terms and conditions of delivery and sale, in particular clause 9.4 above.
9.7. We are liable for compensation of damages in cases where a warranty or procurement risk is expressly undertaken as well as on account of willful or grossly negligent breaches of duty. In the event of gross negligence, the liability for compensation of damages is limited to the foreseeable damage that typically occurs. Liability on account of tortious injury to life, limb or health as well claims against us pursuant to the Produkthaftungsgesetz (German Product Liability Act) shall not be affected by that. For material damage and financial losses caused by slight negligence, we are liable only in the event that essential contractual duties have been breached, i.e. duties that have to be satisfied in order for the contract to be properly executed and on the fulfillment of which the parties to the contract regularly do and can rely. This liability is, however, again limited to damage typical of this type of contract that is foreseeable at the time the contract is entered into.
9.8. If the customer sends us the supplied item to rectify defects and we establish that the notice of defects is not substantiated and warranty claims do not exist, we will request the customer to collect the item supplied within a period of four weeks from receipt of the notification or to declare to us in writing that it should be sent back or repaired at the expense of the customer.
9.9. More extensive liability for compensation of damages than provided for in the above subsections of clause 9 is excluded regardless of the legal nature of the claim asserted. This applies in particular for claims for compensation of damages arising from fault upon conclusion of the contract, on account of other breaches of duty or on account of claims under tort law for compensation of material damages pursuant to section 823 BGB. This limitation shall also apply if the customer makes a demand for wasted expenditure in place of a claim for compensation of damages instead of service. More extensive liability on our part on account of fraudulent concealment of a defect shall not be affected by that.
9.10. The above regulations shall also apply for a breach of the obligation to monitor products. The normal service life of the products supplied by us is here determined by the information provided in the documentation and/or in the supplementary documents.
9.11. The above limitations of liability shall also apply in terms of their cause and amount to the benefit of our legal representatives, employees, workers, staff and other vicarious agents and parties performing contractual obligations for which we are vicariously liable.
9.12. The warranty period is 1 year from delivery to the customer.
10. Choice of law, place of performance and venue
10.1. For all disputes arising from the contractual relationship, our head office is agreed as the venue when the customer is a businessman, a legal person governed by public law or a public law entity with special funds or does not have any general venue in Germany; this shall also apply for proceedings involving bills of exchange, documents and checks. We remain entitled, however, also to file suit against the customer at its general venue.
10.2. The law of the Federal Republic of Germany relevant for the legal relationships of domestic parties to a contract shall apply without exception; application of the UN convention on contracts for the international sale of goods is herewith excluded.
10.3 The place of performance is the place of the supplying plant, unless otherwise indicated in our confirmation of order.
General terms and conditions of assembly of Veigel GmbH + Co. KG
1.1. The following terms and conditions apply for our assembly services, repairs of Veigel products and commercial products sold by Veigel in motor vehicles of all kinds.
1.2. We do not recognize deviating conditions of the customer unless we have expressly approved their validity in writing. Our general terms and conditions of assembly also apply exclusively when we execute our services unconditionally despite terms and conditions of business of the customer that conflict with or deviate from these.
2. Cost estimates, cancelation of the order
2.1. The customer must expressly request a cost estimate with binding price rates before the assembly services are performed. A price estimate is only binding, however, when it is issued in writing by us and is expressly designated as binding.
2.2. The services performed in the submission of a cost estimate can be charged to the customer when this is agreed in the individual case.
2.3. If the customer cancels the order without us being responsible for that, then it has to pay for the services and costs incurred up to that point, including any troubleshooting as well as the costs that can no longer be averted, including the expenditure for replacements parts that have been ordered and already procured as well as our lost profit.
3.1. We have an obligation to adhere to a completion date that is designated in writing as binding. If the scope of services changes or is expanded in relation to the original order, and if a delay occurs as a result, then we will immediately indicate the reasons and specify a new completion date.
3.2. If we are unable to adhere to the completion date as a consequence of force majeure or disruptions to operations for which we are not responsible, there is no obligation to pay damages on account of delays caused by this, in particular to provide a replacement vehicle or to reimburse costs for the actual use of a rental vehicle. We have an obligation, however, to inform the customer of the delay insofar as this is possible and can be reasonably expected.
4.1. The acceptance of our services by the customer is carried out at our company, unless otherwise agreed.
4.2. The customer is obligated to collect the item of the order within one week from receipt of the notice of completion and issue or sending of the invoice. If the customer fails to take delivery, we are entitled to make use of our statutory rights. For repair works that are executed within one workday, the time limit is reduced to 2 workdays.
4.3. In the event of delay in acceptance, we are entitled to charge the standard local storage fee. The item of the order can also be stored at another location at our discretion. The costs and risks of storage are at the expense of the customer.
5. Payment, offsetting and right of retention
5.1. The invoice amount and prices for ancillary services fall due for payment in cash upon acceptance of the item of the order and issue or sending of the invoice, however to be received by us no later than within 1 week after notification of completion and issue or sending or the receipt
5.2. The customer can only make set-offs against our claims if the counterclaim of the customer is uncontested or legal title has been finally determined; the customer can only assert a right of retention if it is based on claims arising from the order. We are entitled to request a reasonable advance payment upon the issue of the order.
6. Extended lien
As the contractor, we are also entitled on account of our claims arising from the order to a contractual lien in the objects coming into our possession as a result of the order. The contractual lien can also be asserted on the basis of claims arising from previously executed works, deliveries of spare parts and other services, provided these are related to the object of the order. The contractual lien applies for other claims arising from the business relationship only if these are uncontested or legal title has been finally determined and the object of the order belongs to the customer.
7. Material defects
7.1. Claims of the customer on account of material defects lapse one year after acceptance of the object of the order. If the customer accepts the object of the order despite being aware of a defect, it is entitled to claims for material defects only if it reserved its rights concerning these at the time of acceptance.
7.2. The customer has to assert claims for material defects to us; in the event of verbal notices, we issue a written confirmation of the receipt of the notice to the customer.
7.3. In the event of remedial action, the customer can assert claims for material defects on the basis of the order for the parts installed to remedy the defect until the limitation period of the object of the order expires. Parts that have been replaced become our property.
7.4. This section 7, ‘Material defects’, shall not apply for claims for compensation of damages; section 8, ‘Liability’, below shall apply exclusively for these claims.
8.1. If on the basis of the legal provisions we have to answer for damages that have been caused through slight negligence, then we shall be liable only to a limited extent: We shall be liable only if there has been a breach of obligations essential to the contract, for example those that are imposed on us as the contractor by the substance and intent of the contract or those that have to be satisfied in order for the contract to be properly executed and on the fulfillment of which we regularly do and can rely. Liability is limited to typical damage foreseeable at the time of conclusion of the contract. If the damages are covered by an insurance policy (excluding fixed benefit policies) taken out by the customer for the case of loss in question, we shall only be liable for possible prejudice to the customer connected to that, e.g. higher insurance premiums or interest losses up to the settlement of the claim under the insurance. Liability for the loss of money and valuables of any kind that are not expressly taken into custody is excluded. If the customer is a legal person governed by public law, a public law entity with special funds or an entrepreneur exercising its or his commercial or independent professional activity at the time the order is issued, and if claims for compensation on account of material defects are asserted after one year has expired since acceptance, the following shall apply: The above limitation of liability also applies for damages that have been caused as a result of gross negligence, but not in the event they have been caused with gross negligence by legal representatives or executives of Veigel GmbH + Co. KG. Furthermore, it shall not apply for damages caused by gross negligence that are covered by an insurance policy taken out by the customer for the case of loss in question.
8.2. Irrespective of any fault on our part, possible liability in the event of fraudulent concealment of the defect, arising from the assumption of a guarantee or of a procurement risk and pursuant to the Product Liability Act by us remains unaffected.
8.3. The personal liability of the legal representatives, vicarious agents and personnel of Veigel GmbH + Co. KG for damages caused by them through slight negligence is excluded. The limitation on liability regulated for us above in this regard applies accordingly to damage caused by them through gross negligence, with the exception of legal representatives and executives.
8.4. The limitations on liability in this section do not, however, apply in the event of injury to life, limb or health.
9. Retention of title
If built-in accessories, replacement parts and subassemblies have not become essential components of the object of the order, we retain ownership of them until full and incontestable payment has been made.
The exclusive venue for all current and future claims arising from the business relationship with businesspeople is the head office of our company. The same venue shall apply if the client does not have any general venue in Germany, moves its domicile or usual place of residence abroad after the contract has been concluded or its domicile or usual place of residence is not known at the time that a suit is filed.