Termes et conditions (Marchand/B2B)

Terms and Conditions (GTC)
Of Reverse Components GmbH
Rudolf-Diesel-Strasse 13
D-72250 Freudenstadt (Germany)
Trade register No.786586 / District Court Stuttgart
- Hereafter referred to as "manufacturer"


§ 1 Scope of these Terms

These GTC apply to all contracts concluded between the customer and the manufacturer for the supply of goods and the provision of other services in which a consumer is not involved. With receipt of deliveries by the customer, these GTC apply as accepted. The terms and conditions also apply to all future business relationships between the customer and the manufacturer, in the most recently agreed version.

Conflicting or supplementary conditions of the customer - in particular general terms and conditions - are not part of the contract, even if the manufacturer has not expressly contradicted them before or when the respective contract was concluded.

Unconditional execution of Customer's orders will not result in acceptance of the Customer's terms and conditions, especially if they have different, supplementary or conflicting terms and conditions to the manufacturer's terms of sale.

Changes to the terms and conditions will be announced to the customer in writing. A written form is the sending of an e-mail to a previously used e-mail address in the contractual relationship with the customer. The terms and conditions are considered approved if the customer does not object in writing. In this circumstance, the manufacturer will refer to the announcement. The customer must send the objection in writing to the manufacturer within six weeks of notification of the change.

Any verbal agreements made are not valid unless accompanied by a written agreement.


§ 2 Offer – Application

1. Offers by the manufacturer are non-binding if they are not expressly marked as binding.
2. If an order of the customer is to be qualified as an offer according to §145 BGB, the manufacturer can accept this offer within two weeks. This is done by sending an order confirmation or by delivering the ordered products within the same period.
3. The manufacturer supplies products and provides services in accordance with the contractual agreements and the product or service descriptions. An additional condition of the products to be supplied by the manufacturer or services to be provided is not owed. In particular, the customer cannot derive any obligation from other representations in public statements or in brochures, advertisements, documentation and similar writings of the manufacturer or third-party suppliers, unless the manufacturer has expressly confirmed the condition in writing. The guarantee of the quality of the products requires an written agreement. This also applies to price information or information on the release of additions and extensions. The technical data and specifications do not constitute a guarantee of quality, unless they have been expressly confirmed by the manufacturer as such.
   
   

§ 3 Deliveries

1. Delivery dates or deadlines are non-binding and without obligation, unless the manufacturer expressly designates them as binding.
2. Agreed dates or periods shall be extended by the period in which the manufacturer waits for cooperation or information from the customer, or by strike, lock-out, official intervention, natural disasters or other circumstances for which the manufacturer is not responsible for the delivery or in the provision of services handicapped, and a reasonable start-up time after the disability. The Parties will inform each other of foreseeable delays as soon as they become apparent to them. The customer is informed by the manufacturer in good time if the delivery dates are exceeded.
3. The place of performance is determined by the manufacturer.

For Product deliveries the place of performance is Freudenstadt. In order to comply with delivery dates and the transfer of prices and risks, the date of delivery of the products by the manufacturer to the transporter is decisive for product shipping. The shipment is uninsured at the risk of the customer, unless otherwise agreed.

1. The manufacturer is entitled to partial deliveries and partial services at any time, as far as this is reasonable for the buyer.
2. If the buyer is in default of acceptance, the manufacturer is entitled to demand reasonable compensation for the resulting damage from any additional expenses. The same applies if the buyer culpably violated obligations to cooperate.
   
   

§ 4 Prices

Offer prices of the manufacturer are non-binding and are regularly stated in EUR, net. The prices are therefore to be understood as plus the statutory value added tax in the respectively valid amount. Price increases due to the increase in statutory value added tax shall be borne by the customer if the increase in value added tax occurs between the customer's binding order and the delivery by the manufacturer.

Costs of packaging and shipping will be charged separately. Reasonable price changes due to changed wage, material and distribution costs for deliveries, which occur three months or later after conclusion of the contract, are reserved.

§ 5 Terms of payment

1. Payments are due with invoicing, unless otherwise agreed. Ongoing payments are payable in advance and are due on the first day of the relevant billing period. If no billing period is specified in the contract, payment must be made monthly in advance. Continuous payments are collected by the manufacturer by direct debit. The customer will grant the manufacturer a SEPA direct debit mandate in the event of payments being made on an ongoing basis.
2. The acceptance of cheques and other non-cash means of payment by the manufacturer is always only on account of performance. If payment is made in foreign currency, fulfillment occurs only insofar as the manufacturer has been credited the payment in euros. All costs of bank or payment transactions are borne by the customer.
3. If the customer pays several payments at the same time, the running costs, then interest on arrears and then his liabilities from sales contracts are offset against an incoming payment. This does not apply if the customer has made an express repayment provision with his payment.
4. The manufacturer may demand advance payments or full prepayments (including payment by cash on delivery) if the customer does not yet have a business relationship, if the customer is domiciled abroad or if there are grounds to doubt the punctual payment of the customer. If, after the conclusion of the contract any doubts about the customer's solvency become apparent, then the manufacturer can revoke granted terms of payment and make the payment due immediately.
5. The customer can only make claims to the manufacturer if the counterclaim of the customer is undisputed or has been legally established. A right of retention can only be asserted by the customer towards the manufacturer, as far as it is based on claims from the respective purchase contract with the manufacturer.
   
   

§ 6 Retention of title

1. Delivered goods or products (delivery items) remain the property of the manufacturer until fulfillment of all claims against the customer arising from the business relationship (retention of title to reserved goods).
2. The customer stores the reserved goods free of charge for the manufacturer. The reserved goods must be treated with care.
3. The customer is entitled to process and sell the goods subject to retention of title in his normal business, as long as he is not in default of payment with the manufacturer. Pledging or transferring the reserved goods to third parties is inadmissible.
4. In the case of processing, transformation, connection or installation of the reserved goods by the customer, it is agreed that this always takes place in the name and on behalf of the manufacturer, but without obligation to the manufacturer and the manufacturer directly owns or - if the processing consists of several substances or products Ownership or the value of the processed goods is higher than the value of the goods subject to retention of title - the co-ownership (fractional value) of the newly created goods in proportion of the value of the reserved goods to the value of the newly created object. If the co-ownership of the manufacturer lapses due to connection or installation, it shall be agreed at the time of acceptance of the order confirmed by the manufacturer that the co-ownership of the customer of the unitary asset shall be transferred pro rata to the manufacturer in accordance with the ratio of the invoice value of the assembled products to the manufacturer. The co-ownership of the manufacturer is stored by the customer free of charge.
   The claims arising from the resale or any other legal reason (property insurance or tort) regarding the goods subject to retention of title shall already be accepted by the manufacturer at the time the order is accepted by the manufacturer in full or on resale of co-ownership of connected or installed products amounting to the co-ownership share the manufacturer. The customer accepts this assignment at the time the order is accepted by the manufacturer. The manufacturer authorizes the customer to collect the claims assigned to the manufacturer in his own name. This authorization may be revoked if the customer does not duly fulfill his payment obligations towards the manufacturer.
5. In case of delay of payment by the customer the manufacturer can withdraw from the contract. The security case for the security agreement made within the framework of the security assignment has also occurred without a contract rescission explicitly declared by the manufacturer in case of late payment by the customer. A request for the reserved goods by the manufacturer against the customer may only be demanded after the declaration of withdrawal from the contract.
6. If third parties access the reserved goods, in particular through garnishment, the customer will immediately inform them about the manufacturer's property and inform the manufacturer in order to allow the manufacturer to enforce property rights. If the third party is unable to reimburse the manufacturer for the legal or extrajudicial costs incurred in this connection, the customer is liable to the manufacturer.
7. The manufacturer shall release the goods subject to retention of title as well as the goods or receivables which replace them if their value exceeds the amount of the secured claims by more than 20%. The selection of the items to be released thereafter lies with the manufacturer.
   
   

§ 7 Warranty

1. The customer has to examine delivered goods immediately after their delivery for any defects, quantity deviations or wrong delivery (§ 377 HGB). He must immediately notify the manufacturer in writing of any faulty delivery in whole or in part after discovery (for reasons of simplification, the form available at https://shop.reverse-components.com/de/ruecksende-service-formular can be used). Defects must also be documented in writing and in a meaningful way.
2. The warranty claims of the customer of new products expire one year after delivery. For used goods, any warranty is excluded.
3. If there is a defect in the goods for which the manufacturer is responsible, the manufacturer is obliged to cancel the contract or reduce the price for subsequent performance, unless the manufacturer is entitled to refuse supplementary performance due to statutory provisions. The customer must grant the manufacturer a reasonable period for subsequent performance. The supplementary performance can be done either by removal of the defect (repair) or delivery of a new product.
   
   

§ 8 Liability

In cases of contractual and non-contractual liability, the manufacturer indemnifies or reimburses useless expenses:

1. in the case of intent and in the absence of a condition for which the manufacturer has provided a guarantee in full;
2. in the case of gross negligence, only in the amount of the typical foreseeable damage that should be prevented by the breach of duty;
3. in the case of simple negligence only from the breach of an essential contractual obligation, if thereby the purpose of the contract is endangered and only to the amount of the typical foreseeable damage, which should be prevented by the breach of duty, however always limited to EUR 30.000, - per claim.

In addition, the manufacturer is liable insofar as there is insurance against damage that has occurred, within the scope of the insurance cover (EUR 100,000 for property damage and EUR 3 million for personal injury) and suspensive due to the insurance payment.

All claims for damages against the manufacturer or compensation for futile expenses in case of contractual or non-contractual liability are subject to a limitation period of one year. This does not apply to liability for intent or gross negligence or for personal injury or under the Product Liability Act. The period of limitation according to sentence 1 begins with the time specified in § 199 Abs. 1 BGB. It shall take effect no later than five years after the claim arises. A deviating period of limitation for claims based on material and legal defects remains unaffected by the provisions of this paragraph.

§ 9 Secrecy

The contracting parties undertake to keep all knowledge of confidential information, documents and trade secrets acquired by the respective other contracting party within the framework of the contractual relationship and the performance of the order confidential with no time limit, even beyond the term of the contract. Information is considered to be confidential even if it is not expressly designated as such, but the party transmitting has a recognizable interest in its secrecy.
The confidentiality obligation does not apply to information that was already known to one party at the time of transmission by the other party without any obligation of secrecy; which were already generally known at the time mentioned above or which become generally known later, without this being due to an act or act contrary to the law of the recipient of the information; legally obtained by third parties without any obligation of secrecy; with respect to their dissemination, the other party has previously agreed in writing.

§ 10 Jurisdiction and applicable law

The jurisdiction for all disputes in connection with the contractual relationship is Stuttgart.

The contract is exclusively governed by the law of the Federal Republic of Germany, excluding the uniform law on the international purchase of movable property and the law on the conclusion of international sales contracts for movable property. The validity of the UN sales law is excluded.

§ 11 Privacy

The contracting parties will maintain data secrecy and, when carrying out contracts, only use persons who have also been committed to data secrecy, insofar as these come into contact with personal data of the contracting party and insofar as these are not already generally required. At the request of the contracting party, the manufacturer makes his privacy notices available. The data protection and data security measures specified by the manufacturer are provided by the manufacturer on request.

The collection, storage, modification, transfer of data and their use for the fulfillment of their own business purposes are permitted within the framework of the GDPR and the regulations of the BSDG.
Personal data will be treated confidentially by both parties.

§ 12 Severability clause

Invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the concluded contract or of the other contents of the contract. If additional agreements are made, all unaffected conditions will remain valid.
In place of the wholly or partially invalid provisions, this enters into force, which would have been agreed by the contracting parties in the due consideration of the wholly or partially ineffective provision taking into account the intended economic success, if they had been aware of this turnover. The same applies if one of the contracts or a contractual condition contains a regulatory gap.

Only the German version of these Terms and Conditions is binding.
The English version is only a non-binding convenience translation!
Click here for the German version