Terms & Conditions

General terms and conditions of business

I. Payment

1. The purchase price and prices of auxiliary services shall fall due for payment at the time of handing over the object of purchase or of receipt of invoice.
2. The buyer may make a settlement against the seller's claims only if the buyer's counter claim is uncontested or if a valid title exists; a right of retention may be enforced only if is based on claims from the purchase ensuing from the contract.

II. Delivery and delay in delivery

1. Delivery schedules and delivery periods that can be agreed upon in a binding or no-binding manner are to be specified in writing. Delivery periods begin when the contract is concluded.
2. Ten days after exceeding a non-binding delivery date or a non-binding delivery period, the Buyer may request the seller to deliver. The Seller is deemed to be in delay from the time of receiving the request.
If case the Buyer is entitled to claim compensation due to damages incurred on account of delay, the extent of these damages will be restricted to a maximum of 5% of the agreed purchase price in the event of slight negligence on the part of the Seller.
3. If, over and above this, the Buyer wishes to withdraw from the contract and/or demand damage compensation instead of the delivery/service, he must set a suitable period for the Seller after the ten day period as per Point 2 of this section has elapsed.
If the Buyer claims damage compensation instead of the delivery or service, the extent of the claim shall be restricted in the case of slight negligence to a maximum of 25% of the agreed purchase price. If the Buyer is a legal person under public law, a public special fund or a company, who is acting under his commercial or business professional activity in concluding the contract, damage compensation claims in the event of slight negligence are ruled out. If the Seller cannot be expected to deliver due to unexpected reasons during the period in which he has been in delay, then, he shall be liable under the liability limitations agreed to above. The seller shall not be liable if the damages would have occurred even if the delivery were to have been made on time.
4. If a binding delivery date or a binding delivery period is exceeded, the Seller is considered to have defaulted right from the time the delivery date or period is exceeded. The rights of the Buyer are determined as per Point 2, Clause 3 and Clause 3 of this section.
5. Forces majeures or interruptions of operation that occur either at the Seller's end or at his suppliers' end, which temporarily prevent the Seller due to no fault of his own from delivering the object of purchase at the agreed date or within the agreed period, will result in a modification of the dates or periods mentioned under Points 1 to 4 of this section by a period equivalent to the duration for which these extenuating circumstances interrupt the operations. If the corresponding malfunctions result in a postponement of delivery of more than 4 months, the Buyer may withdraw from the contract. Other rights of withdrawal remain unaffected by this.

III. Acceptance

1. The Buyer is under obligation to accept the object of purchase within 8 days after receipt of the pickup notification. In case of non-acceptance, the Seller shall be entitled to enforce his statutory rights.
2. If the Seller demands damage compensation based on a legal claim, this shall be 10% of the purchase price. The damage compensation should be increased or decreased if the Seller provides proof of greater damages or the buyer shows that the damage incurred is lesser, or that no damages have been incurred at all.

IV. Retention of title

1. The object of purchase remains the property of the seller till all claims that the Seller is entitled to as per the purchase contract are settled.
If the Buyer is a legal person under public law, a fund asset under public law or an enterprise who includes the contract as part of his of commercial / business or independent professional activity, the retention of title will still continue to exist for claims of the Seller vis-à-vis the Buyer arising out of the existing business relation for settling the claims arising out of the purchase.
On being requested by the Buyer the Seller shall be under obligation to relinquish the right of retention, if the Buyer has fulfilled all objections connected with the object of purchase in an incontestable manner and if there is adequate collateral / security for the remaining claims from the currently existing business relations.
2. In case the Buyer delays payment, the Seller may withdraw from the purchase contract. In case the Seller is entitled, over and above this, to damage compensation instead of service or delivery, and if he accepts the object of purchase back, the Seller and Buyer agree that the Seller shall reimburse the usual sale value of the object of purchase at the time of taking it back.
If requested by the Buyer, whereby this request may only be made immediately after the object of purchase is taken back, and if the Buyer so chooses, the customary sale value of the object of purchase may be determined by a publicly appointed and sworn expert, such as an expert of the Deutsche Automobil Treuhand GmbH (DAT). The Buyer shall bear all costs of taking back the object of purchase and valorisation of the object of purchase. Without furnishing proof, the costs of valorisation of the object of purchase amount to 5% of the customary sale value. This is assumed to be higher or lower, if the Seller or the Buyer provides proof that the costs incurred were higher or lower.
3. As long as the retention of title exists, the Buyer may neither dispose of the object of purchase nor assign usage as per contract to third parties.

V. Material defect or defect in quality

1. Claims of the Buyer on account of material defects or defects in quality will expire in the case of new automobile parts after one year from the time the object of purchase is handed over, if the Buyer is a legal person under public law, a special fund set up under public law or an entrepreneur who was acting in his professional individual or business capacity at the time of concluding the contract. The sale of used automobile parts as defined under Clause 1 shall take place with the exclusion of all kinds of liability on grounds of material defects or defects in quality. If the Buyer is a natural person concluding the purchase contract for a purpose that cannot be attributed either to his business or independent professional activity (consumer), the claims of the Buyer on grounds of material defects or defects in quality shall expire in 2 years in case of new automobile parts, and in 1 year in case of used automobile parts, in each case from the time of handing over the object of purchase.
All other claims remain unaffected to the extent that the Seller is not compulsorily liable under law or something else is agreed upon, especially in cases where a warranty is accepted.
2. Claims due to material defects or defects in quality will have to be notified and pressed by the Buyer vis-à-vis the Seller. In case of oral notifications of claims the Buyer should be given a written confirmation of having received the notification.
3. Replaced parts will become the property of the Seller.
4.
Section V, Material damages shall not be applicable to claims for damage compensation; these are governed by Section VI Liability.

VI. Liability

1. If, by virtue of statutory clauses, the Seller has to bear the damages caused by slight negligence, the Seller shall be liable with limitations:
The liability exists only in the case of violation of essential obligations arising from the contract, such as those that are imposed directly by the purchase contract on the Seller in terms of its content and purpose
or if their fulfilment is a necessary pre-requisite for the proper execution of the purchase contract and the compliance with which the Buyer is regularly accustomed to, and may rely on. This liability is restricted to the typical damages that can be foreseen at the time of concluding the contract. If the damage is covered by an insurance that is taken by the Buyer for the damage in question (excluding lump sum insurances), the Seller shall be liable only for disadvantages to the Buyer, if any, that may be associated with it, such as higher insurance premiums or interest disadvantages, till the claim is settled by the insurance. If the Buyer is a legal person under public law, a special fund set up under public law or an entrepreneur acting professionally in his independent or business capacity at the time of concluding the purchase contract, and if claims are pressed on grounds of material defects or quality defects in the object of purchase after one year has elapsed after its delivery, the following shall be applicable: The above mentioned limitation of liability shall be applicable also to a damage that is caused due to gross negligence, but not due to grossly negligent causes precipitated by legal representatives or leading staff of the Seller, and also not to a damage caused by gross negligence that is covered by an insurance that has been purchased by the Buyer for the concerned damage incidence.
2. Independent of the Seller's fault, any liability on the part of the
Seller will remain unaffected in case of wilful suppression of the defect, from the acceptance of a warranty or a procurement risk and as per the product liability laws.
3. The liability due to delay in delivery is governed by Section II in a conclusive manner.
4. Personal liability of the legal representatives, agents and staff of the Seller for damages caused due to slight negligence is ruled out. For all damages caused by them due to gross negligence, and with the exception of the legal representatives and leading managers, the limitation of liability that is applicable to the Seller shall apply accordingly to them.
5.
The limitations of liability in this section will not be applicable in the event of injury to the person, life or health of persons.

VII. Court of jurisdiction

1. The sole court of jurisdiction shall be the legal domicile of the Seller for all current and future claims arising out of the business connections with trade fraternity, including claims from drafts and cheques.
2. The same court of jurisdiction shall be applicable if the Buyer does not have any general legal domicile within the country, shifts to a domicile or accustomed place of stay out of the country after the contract has been concluded or if his place of residence or usual place of stay is not known at the time of registering the complaint. In all other cases. the Seller's place of domicile shall be considered the place of jurisdiction in all claims of the Seller vis-à-vis the Buyer.

Ernst Dello GmbH & Co. KG
Domicile:
Hamburg
District Court Hamburg HR A 43 524

Personally liable Companion:
Dello Beteiligungs- und Organisations GmbH
Domicile: Hamburg
District Court Hamburg HR B 12 309
Managing Partner: Kurt Kröger

Status: May 2008