1. Applicable terms and conditions
The legal relations between supplier and buyer are based on these conditions and any other agreements made. Modifications and amendments must be made in writing. Other general terms and conditions shall not be applicable even if they do not differ explicitly in individual cases. For software products from the supplier, the licensing and maintenance conditions for the current version of the W.EASY software and additional modules shall apply. Our general terms and conditions alone apply. Differing, contrary, or additional terms and conditions of the buyer shall become part of the contract only insofar as they are expressly accepted as valid by the supplier. This acceptance requirement applies in all cases, for example even where the supplier, while being informed of the buyer's terms and conditions, delivers to the buyer without reservation.
1. Supply contracts (order and acceptance) and delivery schedules, as well as any amendments and supplements added, must be made out in writing. Call-off deliveries can also take place by remote transfer of data.
2. If the supplier does not accept the order within two weeks of receipt, the buyer shall be entitled to cancel the order. Call-offs become binding if the supplier does not object within two weeks of receipt at the latest.
1. Payments are to be made without deductions within 20 days of issue of invoice. If deliveries are received early, the due date is counted from the agreed delivery date.
2. Payment is by bank transfer or cheque.
4. Notice of defect
If there is a defect in the supply, the buyer must notify the supplier immediately in writing as soon as the defect is detected, depending on the circumstances, during the normal course of the transaction.
The contracting party undertakes to treat as trade secrets all commercial and technical data that are not already common knowledge, and which become known to him in the course of business dealings.
6. Delivery dates and times
Agreed delivery dates and times are binding. It is the time at which the goods are received by the buyer that determines whether the delivery date or time has been adhered to. Unless delivery "ex works" has been agreed, the supplier must, when supplying the goods, allow for the usual time required for loading and shipment.
7. Delay in delivery
1. The supplier shall be bound to compensate the buyer for any damages resulting from delayed delivery.
2. In cases of minor negligence, damages shall be limited to additional freight costs and retrofit costs, and, if the parties are unable to agree a new delivery date or if delivery has become pointless, to the additional cost of purchase of replacement goods.
8. Force majeure
In cases of force majeure, industrial disputes, civil unrest and other unforeseeable, unavoidable and serious events, the contracting parties shall be released from their contractual obligations for the duration of the disruption and within the scope of its effects. This shall also apply if such events occur at a time when the affected party was already in default. The contracting parties shall be bound, as far as this is reasonably possible, to provide the required information without delay and in good faith adapt their contractual obligations to the new circumstances.
9. Liability for defects
1. If defective goods are delivered, the buyer shall be able to exercise his statutory rights under warranty. Parts to be replaced are to be made available immediately to the supplier on demand and at his cost.
2. Claims for defective goods shall lapse at a time starting from transfer of risk, as follows:
a. for batteries, within 6 months
b. for W.EASY Trailer Power, within 24 months
c. for laptops, within 36 months
d. for software, within 12 months
e. W.EASY ADAS Calibration, within 24 months
f. A/C, within 12 month
g. for anything else, within 12 months.
3. Claims for defects cannot be accepted if the fault can be ascribed to a failure to follow the operating or maintenance instructions, improper or inappropriate use, faulty incorrect or negligent handling, and of course wear and tear or tampering with the supply goods by the buyer or a third party.
4. In cases of liability for defects, the buyer's right to claim under product liability law and the normal rights under compulsory liability legislation remain unaffected. Quality and service life guarantees must be explicitly identified as such and detailed in writing.
1. Unless another liability clause is stipulated elsewhere in these conditions, the supplier shall be obliged to provide compensation only for direct or indirect damages incurred by the buyer as a result of defective supply goods, infringement of official safety regulations, or due to any other legal reasons that can be imputed to the supplier. In general, liability for damages exists only if it is the supplier who is at fault for the damage caused.
2. If the buyer is liable to a third party regardless of negligence or fault as a result of invariable statutory rights, the supplier shall be liable to the customer only to the extent where he would himself be directly liable. The principles set out in § 254 BGB shall apply as appropriate for damage settlements between buyer and supplier. This shall also apply in the case of direct claims against the supplier.
3. Liability for damages is excluded if the buyer has, in turn, effectively limited the liability towards his own customer. The Customer shall also endeavour to agree limitations of liability in favour of the supplier to a legally permissible extent.
4. Claims from the buyer shall be excluded insofar as damage is attributable to failure by the buyer to follow operating, maintenance and installation instructions, incorrect or inappropriate use, faulty or careless handling, natural wear and tear, or incorrect repairs.
5. If the buyer wishes to make a claim against the supplier under the above rules, he shall immediately consult the supplier and give him full information. He must give the supplier a chance to examine the details of the claim. The contracting parties shall agree the measures to be taken, in particular by negotiating a settlement.
11. Reservation of title
The supplier retains ownership of all goods supplied by him until they have been paid in full, and all deliveries shall be considered as part of one continuous supply transaction. In the case of current accounts, the ownership is retained as security for the balance due. If the buyer sells off the delivered goods in the normal way, he herewith transfers to the supplier any accounts receivable from his customer, including any ancillary rights, until complete repayment of all moneys outstanding. If circumstances so require, the buyer shall, at the request of the supplier, notify third-party purchasers of the above transfer and provide the supplier with any information and documents needed to exercise his rights. The supplier must release any sureties held for accounts receivable insofar as their value exceeds that of the accounts receivable by more than 20%.
12. General conditions
1. In the event that one of the contracting parties ceases payment, or insolvency or non-judicial settlement proceedings are applied for, then the other party shall be entitled to withdraw from the unfulfilled part of the contract.
2. Should one of the clauses in these terms and conditions and any additional agreements be or become ineffective, the validity of the other parts of this contract shall remain unaffected.
3. Unless otherwise agreed, the laws of the Federal Republic of Germany alone shall apply. The UN Convention on Contracts for the International Sales of Goods (CISG) shall not apply.
4. The place of performance shall be the registered office of the buyer. A different location may be agreed for delivery.
5. The place of jurisdiction shall be the court responsible for Künzelsau.