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 General Terms and Conditions 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 if this is explicitly stated. In addition to the General Terms and Conditions, our general purchasing conditions also apply to purchases.

(2) All business relationships we enter into are concluded exclusively on the basis of these General Terms and Conditions. Differing or conflicting clauses in the general terms and conditions of our contractual partners will 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 additional agreements, additions and changes) always take precedence over these General Terms and Conditions, 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 only have clarifying meaning. Even without such clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of contract

(1) All information, declarations and assurances from employees or representatives of Arden are provided for informational purposes and only become legally binding with our written confirmation.

(2) The presentation of goods in the online shop does not constitute an offer, but rather a non-binding invitation to the contractual partner to order. By ordering the goods, the contractual partner declares his binding contract offer. We confirm receipt of an order electronically immediately. This confirmation of receipt, like the acceptance of an order by telephone, does not constitute 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, or within three (3) working days for an electronic order, from receipt of the contractual partner's order.

(3) The regulations of this § 2 also apply to consumers.

§ 3 Prices

(1) Unless our order confirmation states otherwise, our prices apply “ex works” for deliveries. Packaging, freight, postage, insurance and delivery fees are charged separately.

(2) Price information in brochures and catalogs is non-binding and serves informational purposes only. This regulation also applies to consumers.

(3) The gross prices stated by us apply to consumers. In business transactions with entrepreneurs or merchants, statutory sales tax is not included in prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

§ 4 Payment conditions

(1) Unless otherwise stated in the order confirmation, the invoices issued by us must be paid immediately without deductions. Invoices for vehicle deliveries must 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, modifications and assembly work on vehicles provided to us must be paid immediately after acceptance without deduction. Acceptance takes place when the vehicle is picked up after completion. A protocol will be drawn up about the acceptance upon collection, which must be signed by both contracting parties. These regulations also apply to consumers.

(3) If the payment deadline in accordance with Section 1 Sentence 1 is exceeded, the contractual partner is in default. In this case, we are entitled to charge default interest of 5% pa above the respective base interest rate of the European Central Bank to consumers and to charge other contractual partners of 8% pa above the respective base interest rate. The right to assert further damages due to delay remains reserved. § 353 HGB remains unaffected.

(4) In the case of partial deliveries or partial services, if the contractual partner defaults on payment, we can refuse to fulfill the services still to be provided under the contract until the outstanding claims have been met. In such a case, we are also entitled to demand payment step by step for the remaining services still to be provided, in deviation from the regulations under section 1 above.
(5) Non-compliance with the payment terms, default or other circumstances that reduce the creditworthiness of the contractual partner entitle us to demand immediate payment of all claims arising from the ongoing business relationship.

(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 periods and dates only apply in the sense of approximate information, unless we have expressly stated them in writing as binding. The delivery period for purchase contracts begins on the day of our order confirmation, but not before all technical and commercial details have been clarified and any necessary approvals have been submitted. Any changes in the design of the delivery item requested by the contractual partner within the delivery period will interrupt and extend the delivery period accordingly. Performance periods in connection with the implementation of assembly, repair and maintenance contracts do not begin before our order confirmation and the availability or availability of the vehicle on which the work is to be carried out. Otherwise, the regulations above under sentences 2 and 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 deadline is extended by the period between the occurrence and termination of the reason for the impediment.

(3) In cases of unavailability or inability to provide the service due to significant difficulty or impossibility for which we are not responsible, we are entitled to withdraw from the contract without granting compensation if we immediately inform the respective contractual partner of the unavailability of the owed service and at the same time undertake to do so have to reimburse any consideration already received from the contractual partner. After we have provided relevant information, the contractual partner can request a declaration from us as to whether we are withdrawing or delivering within a reasonable period of time. If we do not explain this, 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 rejecting them. 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 compliance with 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 shipping goods, the day of dispatch is considered the delivery day; In all other cases, the day on which the contractual partner receives notification of readiness for dispatch, delivery or handover is decisive.

(6) The regulations in this § 5 also apply to consumers

§ 6 Shipping/Assumption of Risk

(1) Shipping takes place after the shipping costs have been stated at the contractual partner's expense or to third parties according to his information.

(2) In the event of dispatch, the risk is transferred to the contractual partner as soon as the goods to be delivered have left our company. The same applies if the goods to be delivered are sent directly to the contractual partner by a preliminary supplier at our request. These regulations also apply to partial deliveries or if we have provided other types of services. For consumers, the risk of destruction or loss of shipment only passes to the consumer when the goods to be delivered are handed over to the consumer.

(3) If shipping is delayed due to circumstances for which the contractual partner is responsible, the risk is transferred to the contractual partner on the day of notification of readiness for shipping.

(4) We are entitled to insure the goods to be shipped against the transport risk at the contractual partner's expense. We are only obliged to do so based on a special written agreement.

(5) Goods or other services that do not require shipping must be received or accepted by the contractual partner at our premises, at the latest within seven (7) days of receipt of the respective delivery or collection notice.

(6) In the event of justified damages, we can demand a flat rate amount of 15% of the purchase price for contracts for new and used cars 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 lower than the flat rates quoted. We ourselves are also not bound by the flat-rate damages if we can prove greater damage.
(7) The following additional provisions apply to orders in the Arden online shop: The prices are final prices including VAT and plus shipping costs. Shipping takes place exclusively against cash on delivery, financing, advance payment or credit card. In the event of a cancellation by the contractual partner, he or she must bear the return shipping costs.

§ 7 Warranty

(1) The contractual partner must inspect 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 they are discovered. Failure to observe the deadline for complaints will result in the exclusion of the contractual partner from claims of any kind in relation to defects that have not been reported or have been reported late.

(2) In the event of defective deliveries or services, we must be given the opportunity to inspect the reported defect, at our discretion, either on site or at our headquarters or at the headquarters of a company associated with us. The review must be carried out immediately if the contractual partner demonstrates an interest in immediate completion. Without our consent, nothing may be changed to defective goods and/or services, otherwise the contractual partner will lose his warranty claims. This regulation also applies to consumers.

(3) If there are demonstrable material or workmanship errors, we can, at our discretion, remedy the defect free of charge or either provide a replacement free of charge upon return of the defective goods or credit the invoice value or grant the contractual partner a reduction while appropriately safeguarding its interests. This regulation also applies to consumers.

(4) The contractual partner's warranty claims for new purchased items expire after one (1) year from the transfer of risk. Warranty rights are excluded for used purchased items. For consumers, the warranty period for new purchased items is two (2) years starting from the handover of the purchased item and for used purchased items is one (1) year from the handover of the purchased item. The contractual partner's warranty claims for repairs, modifications and assembly expire one (1) year after acceptance. This regulation also applies to consumers. The aforementioned warranty exclusions do not apply to claims for damages arising from liability for material defects that are based on an intentional or grossly negligent violation of our obligations, or are based on the fact that we or our vicarious agents have negligently violated cardinal contractual obligations or otherwise essential contractual obligations, as well as in the event of injury to health or life and body.

(5) Information about performance upgrades and/or performance kits is to be understood as average values. Exam-related deviations of +/- 5% are possible. Since the actual performance of the factory engines can differ from the performance specified by the manufacturer, the additional performance specified is the relevant performance specification (e.g. increase in performance by 30 hp). The information about the base performance and the final performance (e.g. increase in performance 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.

§ 8 Duty of Care

The contractual partner, even if he is a consumer, must ensure that all changes and conversions to his vehicle when it takes part in public transport are recorded in his vehicle documents (vehicle registration and vehicle registration document) in accordance with the legal regulations . 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 motor vehicle or the motor vehicle part recorded in the vehicle documents. We would like to point out that the operating license of a vehicle can expire if the above-mentioned entries are not made. If a vehicle or a vehicle component is sold as an “export version” or with a comparable description, it is generally not permitted for road traffic in the Federal Republic of Germany. Any risks with regard to the ability to register the vehicle modification are borne by the contractual partner.

§ 9 Extended lien

(1) Due to claims arising from the order, we are entitled to a contractual lien on the items that came into our possession as a result of the order.

(2) The contractual lien can also be asserted due to claims from previously carried out work, spare part deliveries and other services, insofar as they are related to the subject matter of the order. The contractual lien only applies to other claims arising from the business relationship if they are undisputed or there is a legally binding title and the subject matter of the order belongs to the contractual partner.

(3) The provisions of this Section 9 also apply to consumers.

§ 10 Liability for consequential damage or product liability, vehicle warranty, general operating license, vehicle liability

(1) The following information and regulations in this Section 10 also apply to consumers:
(2) The contractual partner is advised and acknowledges that the services, products and tuning measures offered by Arden as well as the changes made to the vehicle, engine, control unit or control data as part of the tuning lead to a change in the performance data of the customer's vehicle . The contractual partner is hereby advised that the engine and possibly also other vehicle units and vehicle parts are exposed to greater stress and strain and, for physical reasons, this can lead to greater wear and tear on the customer's vehicle. In particular, overload and continuous performance, as well as the increase in the maximum speed of the customer's vehicle achieved through tuning, can have an impact on the service life of the engine and its units. If a performance upgrade is installed, Arden is expressly liable only for damage to the vehicle that is caused by a defective performance upgrade. Liability for damage that occurs solely due to the higher engine load 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 upgrade may affect possible warranty claims against the seller of the vehicle. Except for claims that may arise under any engine warranty provided by Arden, Arden cannot be held liable for this.
(4).A vehicle modification can lead to the expiry of the general operating license for the vehicle. Modifications and conversions of vehicles used on public roads must be approved by an officially recognized testing facility within the meaning of Section 19 StVZO. The contractual partner must organize this acceptance on his own account. In addition, the contractual partner is advised that there is no insurance cover without a general operating license. The contractual partner is responsible for converted vehicles or their parts.

(5) Given the diversity 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 testing facility within the meaning of Section 19 StVZO is not agreed.
(6) Increasing the performance of motor vehicles requires a new type of motor vehicle liability insurance and comprehensive insurance. The buyer 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 fully fulfilled, even if the latter is a consumer

(2) Processing is carried out on our behalf without any obligation on us and without our property being lost as a result. If the contractual partner combines reserved goods with other goods, we shall have co-ownership of the new item in proportion to the invoice value of all connected goods. In this respect, the new item is considered 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, even if they are consumers, within a period of four (4) weeks. We assume no liability for storage beyond this period. Replacement is excluded. This regulation does not apply to parts that are offset 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 General Terms and Conditions and all legal relationships between us and the contractual partner, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance for all deliveries and services, especially claims for subsequent performance, is our headquarters 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 make claims against the contractual partner at his registered office.

Krefeld, November 2015