General Terms and Conditions of Arden Automobilbau GmbH
§ 1 General, scope
(1) These general terms and conditions (“GTC”) apply to all business relationships with our contractual partners. The GTC apply if the contractual partner is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. It also applies to consumers (§ 13 BGB), but only insofar as this is explicitly stated. In addition to the General Terms and Conditions, our General Terms and Conditions of Purchase also apply to purchases.
(2) All business relationships entered into by us are concluded exclusively on the basis of these General Terms and Conditions. Deviating or conflicting clauses in the terms and conditions of our contractual partners only become part of the contract if we have expressly agreed to them.
(3) Individual agreements made with the contractual partner in individual cases (including ancillary agreements, supplements and changes) always take precedence over these GTC, even if the contractual partner is a consumer. A written contract or our written confirmation is decisive for the content of such agreements.
(4) References to the validity of legal regulations are only of clarifying importance. Even without such a clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.
§ 2 Conclusion of contract
(1) All information, declarations and assurances by employees or representatives of Arden are provided for information purposes and only become legally binding after our written confirmation.
(2) The presentation of goods in the online shop does not constitute an offer, but a non-binding invitation to the contractual partner to place an order. By ordering the goods, the contractual partner makes a binding declaration of his contractual offer. We immediately confirm receipt of an order electronically. This confirmation of receipt, like the receipt of a telephone order, does not yet represent a binding acceptance on our part. The contract is only concluded with a separate order confirmation. We are entitled to accept the contractual partner's binding offer within seven (7) working days, in the case of an electronic order within three (3) working days, of receipt of the contractual partner's order.
(3) The provisions of this § 2 also apply to consumers.
§ 3 Prices
(1) Unless otherwise stated in our order confirmation, our “ex works” prices apply to deliveries. Packaging, freight, postage, insurance and delivery fees are charged separately.
(2) Prices in brochures and catalogs are not binding and are for information purposes only. This regulation also applies to consumers.
(3) The gross prices shown by us apply to consumers. In business transactions with entrepreneurs or merchants, the statutory sales tax is not included in the price information; it is shown separately on the invoice at the statutory rate on the day of invoicing.
§ 4 Terms of Payment
(1) Unless otherwise stated in the order confirmation, the invoices issued by us are to be paid immediately without deduction. Invoices for vehicle deliveries are to be paid upon collection. These regulations also apply to consumers.
(2) In the case of conversions, the agreed work must be accepted after completion. Invoices for repairs, conversions and assemblies on vehicles made available to us are to be paid immediately after acceptance without deduction. The acceptance takes place when the vehicle is picked up after completion. A record of the acceptance will be drawn up upon collection, which must be signed by both contracting parties. These regulations also apply to consumers.
(3) If the payment deadline according to Section 1 Clause 1 is exceeded, the contractual partner is in default. In this case, we are entitled to charge consumers interest on arrears at a rate of 5% pa above the base rate of the European Central Bank and to other contractual partners at 8% pa above the base rate. We reserve the right to assert further damage caused by delay. § 353 HGB remains unaffected.
(4) In the event of partial deliveries or partial services, we can refuse to perform the services still to be provided under the contract in the event of a delay in payment by the contractual partner until the outstanding claims have been met. In such a case, we are also entitled to demand step-by-step payment for the remaining services to be rendered, deviating from the provisions under Item 1 above.
(5) Non-compliance with the terms of payment, default or other circumstances that reduce the creditworthiness of the contractual partner entitle us to make all claims from the current business relationship due immediately.
(6) The contractual partner is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 5 Delivery times and dates
(1) Delivery times and dates are only approximate unless we have expressly designated them as binding in writing. The delivery period for sales contracts begins on the day of our order confirmation, but not before all technical and commercial details have been clarified and any necessary permits have been submitted. Any changes in the design of the delivery item requested by the contractual partner within the delivery period interrupt and extend the delivery period accordingly. Performance deadlines in connection with the implementation of assembly, repair and maintenance contracts do not begin before our order confirmation and the provision or availability of the vehicle on which the work is to be carried out. For the rest, the regulations above under sentence 2 and sentence 3 apply accordingly.
(2) In the event of unforeseen events, such as delivery delays on the part of the supplier, strikes, lockouts, material shortages, official measures and other unforeseen events, the respective delivery or service period is extended by the period between the occurrence and end of the impediment.
(3) In cases of unavailability or non-performability of the service for which we are not responsible due to significant aggravation or impossibility, we are entitled to withdraw from the contract without granting compensation if we inform the respective contractual partner immediately about the unavailability of the owed service and at the same time undertake to do so have to reimburse consideration already received from the contractual partner. After we have provided the relevant information, the contractual partner can request a declaration from us as to whether we will withdraw or deliver within a reasonable period of time. If we do not make a declaration, the contractual partner can withdraw from the contract. The contractual partner cannot reject partial deliveries or partial services unless he has a legitimate interest in their rejection. Legal claims of the contractual partner, which he can assert instead of a claim for damages or in addition to a claim for damages, remain unaffected.
(4) We are released from meeting any delivery deadline if the contractual partner defaults on payment from previous orders or with regard to a partial delivery of an order or does not fulfill other contractual obligations.
(5) When sending goods, the day of dispatch is considered the day of delivery; in all other cases, the day on which the contractual partner receives notification of readiness for dispatch, delivery or handover is decisive.
(6) The provisions of this § 5 also apply to consumers
§ 6 Dispatch/Assumption of Risk
(1) The dispatch takes place after the shipping costs have been specified at the expense of the contractual partner to him or according to his information to third parties.
(2) In the case of shipment, the risk passes to the contractual partner as soon as the goods to be delivered have left our premises. The same applies if the goods to be delivered are sent directly to the contractual partner by a sub-supplier at our instigation. These regulations also apply to partial deliveries or if we have taken on other types of services. In the case of consumers, the risk of destruction or loss of the shipment only passes to the consumer when the goods to be delivered are handed over.
(3) If shipping is delayed due to circumstances for which the contractual partner is responsible, the risk shall pass to him on the day of notification of readiness for dispatch.
(4) We are entitled to insure the goods to be shipped against transport risk at the expense of the contractual partner. We are only obliged to do so on the basis of a special written agreement.
(5) Goods or other services that are not required to be shipped must be received or accepted by the contractual partner in our company, at the latest within seven (7) days of receipt of the respective delivery or collection notification.
(6) In the event of a justified claim for damages, we can demand a lump-sum amount of 15% of the purchase price for contracts for new and used vehicles and 20% for contracts for spare parts or other services. The contractual partner expressly reserves the right to provide evidence that the damage did not occur at all or was significantly less than the flat rates charged. We ourselves are also not bound by the flat-rate damages if we can prove greater damage.
(7) The following provisions also apply to orders in the Arden online shop: The prices are final prices including VAT and plus shipping costs. Shipping costs only apply if the contractual partner falls below the order value of EUR 20.00 for shipping within Germany, the order value of EUR 50.00 for shipping within Europe and the order value of EUR 100.00 for shipping outside of Europe. In these cases, the shipping costs are 5.90 euros for shipping in Germany, 8.90 euros for shipping within Europe and 14.90 euros for shipping outside of Europe. Incidentally, shipping for online orders is free of charge. The dispatch takes place exclusively against cash on delivery, financing, payment in advance or credit card. In the event of a cancellation by the contractual partner, the latter must bear the return costs.
§ 7 Warranty
(1) The contractual partner must inspect the delivered goods immediately upon receipt and report any defects in writing immediately, at the latest within five (5) working days of receipt at the destination. Hidden defects must be reported immediately after discovery. Failure to comply with the notice period results in the exclusion of the contractual partner from claims of any kind in relation to the defects that were not reported or were reported too late.
(2) In the event of defective deliveries or services, we must be given the opportunity to check the defect reported, at our discretion, either on site or at our registered office or at the registered office of a company associated with us. The check must be carried out immediately if the contractual partner shows an interest in immediate completion. The goods and/or services that are the subject of a complaint may not be changed without our consent, otherwise the contractual partner loses his warranty claims. This regulation also applies to consumers.
(3) In the event of verifiable material or workmanship errors, we can choose to either remedy the defect free of charge or, against return delivery of the defective goods, either provide a replacement free of charge or credit the invoice value or grant the contractual partner a reduction in reasonable consideration of his interests. This regulation also applies to consumers.
(4) The warranty claims of the contractual partner expire after one (1) year from the transfer of risk in the case of new purchased items. Warranty rights are excluded for used purchased items. For consumers, the warranty period for new purchased items is two (2) years starting from the delivery of the purchased item and for used purchased items one (1) year from delivery of the purchased item. The contractual partner's warranty claims for repairs, conversions and assemblies expire one (1) year after acceptance. This regulation also applies to consumers. The aforementioned warranty exclusions do not apply to claims for damages from liability for material defects that are based on an intentional or grossly negligent breach of our obligations, or are based on the fact that we or our vicarious agents have negligently violated contractual cardinal obligations or other contractual obligations or in the event of injury to health or life and body.
(5) Information about performance increases and/or performance kits are average values. Examination-related deviations of +/- 5% are possible. Since the actual performance of the factory engines can deviate from the performance specified by the manufacturer, the specified additional performance is the relevant performance specification (e.g. performance increase by 30 hp). The specification of the basic performance and the final performance (e.g. performance increase from 500 to 530 hp) is for informational purposes only. Reduced performance of up to 5% can occur in individual cases and does not constitute a defect. This regulation also applies to consumers.
Section 8 Duty of care
The contractual partner, even if it is a consumer, must ensure that all changes and conversions to his vehicle, if it is used on public transport, are entered in his vehicle documents (vehicle registration and vehicle registration) in accordance with the statutory provisions . If necessary, the contractual partner must present the vehicle to the Technical Inspection Association (TÜV) or another testing organization in order to have the changes made to the vehicle or the vehicle part entered in the vehicle documents. We would like to point out that the operating permit for a vehicle can expire if the aforementioned entries are not made. If a vehicle or a vehicle component is sold as an "export version" or with a comparable description, this is generally not approved for road traffic in the Federal Republic of Germany. Any risks with regard to the registration of the vehicle modification are at the expense of the contractual partner.
§ 9 Extended right of lien
(1) Due to claims arising from the order, we have a contractual right of lien on the items that have come into our possession as a result of the order.
(2) The contractual right of lien can also be asserted for claims from work previously carried out, spare parts deliveries and other services, insofar as they are related to the subject of the order. For other claims from the business relationship, the contractual right of lien only applies if these are undisputed or if there is a legally binding title and the object of the order belongs to the contractual partner.
(3) The provisions of this § 9 also apply to consumers.
§ 10 Liability for consequential damage or product liability, vehicle warranty, general operating permit, vehicle liability
(1) The following information and regulations of this Section 10 also apply to consumers:
(2) The contractual partner is informed and acknowledges that the services, products, tuning measures offered by Arden and the changes made to the vehicle as part of the tuning, the engine and the control unit or the control data lead to a change in the performance data of the customer vehicle . The contractual partner is hereby informed that the engine and possibly also other vehicle units and vehicle parts are exposed to greater stress and strain and that, for physical reasons, this can lead to greater wear and tear on the customer's vehicle. In particular, overstressing and continuous performance, as well as the increase in the maximum speed of the customer's vehicle achieved through tuning, can affect the service life of the engine and its aggregates. When installing a performance upgrade, Arden is expressly only liable for damage to the vehicle that is caused by a defective performance upgrade. Liability for damage that is only caused by the higher engine stress is excluded.
(3) Arden expressly points out that the installation of tuning products leads to the loss of the vehicle manufacturer's or vehicle seller's warranty with regard to the engine and drive train. In addition, the installation of a performance increase can affect possible warranty claims against the seller of the vehicle. With the exception of claims that may arise from a motor guarantee granted by Arden, Arden cannot be held liable for this.
(4). A vehicle modification can lead to the invalidation of the general operating permit for the vehicle. Modifications and conversions of vehicles that are used on public roads must be approved by an officially recognized test facility within the meaning of § 19 StVZO. The contractual partner must organize this acceptance at its own expense. In addition, the contractual partner is informed that there is no insurance cover without a general operating permit. Responsibility for converted vehicles or their parts lies with the contractual partner.
(5) In view of the variety of products and equipment in the vehicle sector, Arden is unable to check all properties for compatibility and to guarantee this. Suitability for acceptance by an officially recognized test facility within the meaning of § 19 StVZO is not agreed.
(6) The increase in the performance of motor vehicles requires a new type of motor vehicle liability insurance and comprehensive insurance. The buyer himself is obliged to ensure compliance with the insurance cover. He releases Arden from any liability in this respect.
§ 11 Retention of title
(1) We reserve ownership of the goods delivered by us until our payment claims against the contractual partner from the underlying business relationship have been completely fulfilled, even if this is a consumer
(2) Treatment and processing is carried out for us without obliging us and without our property being lost as a result. If the contractual partner combines reserved goods with other goods, we are entitled to co-ownership of the new item in proportion to the invoice value of all connected goods. In this respect, the new item is deemed to be reserved goods within the meaning of these conditions.
§ 12 Original vehicle parts
Parts removed from vehicles (original or old parts) must be taken over by the contractual partner within a period of four (4) weeks, even if he is a consumer. We assume no liability for storage beyond this period. A replacement is excluded. This regulation does not apply to parts that are charged or otherwise become our property.
§ 13 Place of Performance, Place of Jurisdiction, Applicable Law
(1) The law of the Federal Republic of Germany applies to these GTC and all legal relationships between us and the contractual partner, excluding uniform international law, in particular the UN Sales Convention.
(2) The place of performance for all deliveries and services, in particular for claims for supplementary performance, is our registered office in Krefeld.
(3) The exclusive place of jurisdiction for disputes arising from and in connection with the contractual relationship is our registered office in Krefeld. However, we are also entitled to sue the contractual partner at his registered office.
Krefeld, November 2015