General Terms and Conditions

1.       General, Customers

(1)     All offers, contracts, deliveries and services made on the basis of orders by our customers (hereinafter referred to as „Customer“) shall be governed by these general terms and conditions (hereinafter referred to as „GTC“).

(2)     The range of services is directed to both Consumers and Business Customers, but in each case only to end users. For the purpose of these General Terms and Conditions, (i) a „Consumer“ is any individual entering into the contract for a purpose not related to his or her business, trade or self-employed professional activity (Sec. 13 of the German Civil Code), and (ii) a „Business Customer“ is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code).

(3)     Standard business conditions of the Customer do not apply, regardless of whether or not we expressly object to them in a particular case.

2.       Conclusion of Contract

(1)     The presentation of our services or an offer made for the Customer does not constitute a binding offer in legal sense. Only the Customer's order constitutes an offer to us to conclude a contract. If the Customer places an order with us, we will hand over or send the Customer an order confirmation, whereby the contract with the Customer is concluded.

 (2)     We have the right to engage subcontractors.

3.       Subject Matter of Contract 

(1)     The customer commissions us with the production and related consultation of drafts, construction drawings, other plans and construction instructions for the production of parts as spare or replacement parts for vehicles and for the production of other objects (hereinafter referred to as “Planning services”). 

(2)     The content and scope of the Planning services to be rendered by us shall be determined in accordance with the specifications agreed with the customer in the individual case.

4.       Remuneration and Payment

(1)     When agreeing our remuneration, the prices are to be understood as final prices including VAT and excluding expenses.  

(2)     Payment of our remuneration shall be due on the day of acceptance of our Planning services. We are entitled to demand a reasonable advance payment when the order is placed; however, this must be agreed with the customer in each individual case. 

(3)     If payment on account has been agreed upon, our invoices shall be due and payable by the Customer with­in 14 business days upon receipt by the Customer of the invoice. 

(4)     The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision.

5.       Intellectual Property Rights

(1)     Our Planning services enjoy copyright protection insofar as they represent individual works in the sense that they are the result of our own intellectual creation. 

(2)     Insofar as we are entitled to copyrights to our Planning services, we grant the Customer all rights to our planning services which are unlimited in terms of time, place and subject matter and transfer to him all transferable rights thereto, in each case subject to the condition precedent of full payment of the agreed remuneration in accordance with number 4. 

(3)     Our Planning services may not be changed by the Customer without our consent. Any complete or partial imitation of our planning services is not permitted. This applies regardless of the medium of provision, i.e. print or electronic media.

(4)     In any case, we shall remain entitled to use our Planning services within the scope of self-advertising in all media.

6.       Liability

 (1)     We shall only be liable for damage caused by us, our legal representatives, employees or vicarious agents in cases of intent or gross negligence. In the case of simple negligence we shall only be liable 

a)       for damages resulting from injury to life, body or health 

b)       for breach of material contractual obligations, i.e. obligations the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer regularly relies and may rely. In this case, our liability is limited to the damage typically foreseeable at the time the contract was concluded;  

c)       in the event of the assumption of a guarantee;

d)       in the event of legally binding liability, in particular the Product Liability Act. 

(2)   We shall not be liable for the copyright, design patent or trademark protection or registrability of the Planning services which we provide to the Customer for use. Design, patent or trademark searches must be carried out by the Customer himself and for his own account. 

(3)     We are not liable for third parties whose services the customer commissions or we commission on behalf of the customer. This applies regardless of the extent to which the third party's services are based on our Planning services or implement them (e.g. within the scope of the production and manufacturing of parts).  

(4)     Likewise, we are not liable for any recommendations which we make to the customer with regard to the commissioning of third parties for the implementation of our Planning services. The exclusion of liability under this paragraph does not apply to intentional and grossly negligent acts or to injury to life, body or health.

7.       Notice pursuant to sec. 36 of the Consumer Dispute Settlement Act (VSBG)

 We will not participate in any dispute settlement proceedings before a consumer arbitration board within the meaning of the VSBG and are not obliged to do so.

8.       Miscellanous

 (1)     Amendments and supplements to the individual agreements concluded between us and the Customer as well as these General Terms and Conditions must be made in writing. This also applies to the waiver of the written form agreement itself. The precedence of the individual agreement (sec. 305b of German Civil Code) in written, textual or oral form remains unaffected.

 (2)     Should individual provisions of the individual agreements concluded between us and the Customer or these General Terms and Conditions be or become invalid or unenforceable in whole or in part or contain a loophole, the validity of the remaining provisions shall not be affected thereby. The invalid, unenforceable or incomplete provision shall be replaced with respect to these GTCs primarily by the statutory provisions. If such do not exist, the appropriate provision shall apply by way of supplementary interpretation of the contract, which comes closest in economic terms to what would normally have been agreed upon if the ineffectiveness, impracticability or incompleteness had been known. With regard to the individual agreements concluded between us and the Customer, the above sentence shall apply irrespective of the existence of statutory provisions which could replace the invalid, impracticable or incomplete provision. 

(3)     All individual agreements concluded between us and the Customer as well as these GTC shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions. If the Customer is a Consumer and has his or her habitual residence in another country, the Customer shall, however, continue to have the protection afforded to him by provisions that cannot be derogated from by agreement by virtue of the law applicable in the state of the Customer’s habitual residence. 

(4)     If the Customer is a merchant within the meaning of German Commercial Code or is a legal entity or special fund organized under public law, the courts in Bonn shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. The same place of jurisdiction shall apply if the Customer does not have a general place of jurisdiction in Germany, moves his place of residence or usual place of abode out of Germany after conclusion of the contract or if his place of residence or usual place of abode is not known at the time the action is brought. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.

 (5)     These GTC are executed in both German and English language. In the event of any inconsistency between the German version and the English version, the German version shall prevail.