1. The purchase price and prices for ancillary services are due for payment upon conveyance of the subject of purchase and issuance or transmission of the invoice.
2. The buyer may set off claims against the seller only if the buyer’s counterclaim is uncontested or has been reduced to an enforceable judgment. It may assert a right of retention only insofar as it relates to claims under the purchase contract.
1. Delivery dates and delivery deadlines that can be agreed to as binding or non-binding must be indicated in writing. Delivery deadlines begin to run upon conclusion of contract.
2. Once a non-binding delivery date or a binding delivery deadline has been exceeded by 10 days, the buyer can demand that the seller deliver. The seller is in default upon receipt of the demand. If the buyer has a claim to compensation of damages from default, same is limited to a maximum of 5% of the agreed purchase price in the event of simple negligence by the seller.
3. If, in addition, the buyer wishes to rescind the contract and/or demand compensation of damages in lieu of performance, it must set a reasonable deadline for the seller to deliver following expiry of the 10-day deadline pursuant to No. 2 of this Section. If the buyer has a claim to compensation of damages in lieu of performance, same is limited to a maximum of 25% of the agreed purchase price in the event of simple negligence. If the buyer is a legal person under public law, a special fund under public law, or an entrepreneur acting in exercise of his or her commercial or self-employed position at the time of contract conclusion, claims for compensation of damages in the event of simple negligence are precluded. If by chance it becomes impossible for the seller to deliver during the period it is in default, it is liable with the limitations of liability agreed to above. The seller is not liable if the damage would have occurred even with timely delivery.
4. If a binding delivery date or a binding delivery deadline is exceeded, the seller is deemed to be in default once the delivery date or delivery deadline is exceeded. The buyer’s rights are then determined by No. 2, third sentence, and No. 3 of this Section.
5. Force majeure or operational disruptions experienced by the seller or its suppliers that temporarily prevent the seller through no fault of its own from delivering the subject of purchase on the agreed date or by the agreed deadline change the dates and deadlines specified in Nos. 1-4 of this Section by the duration of the performance disruptions occasioned by such circumstances. If corresponding disruptions lead to a postponement of performance by more than four months, the buyer may rescind the contract. Other rights of rescission remain unaffected by this.
1. The buyer is obligated to take delivery of the subject of purchase within eight days of receipt of the notice of readiness for delivery. In the event of failure to take delivery, the seller can avail itself of its statutory rights.
2. If the seller demands compensation of damages based on a statutory claim, same amounts to 10% of the purchase price. Compensation of damages is to be set higher or lower if the seller proves greater damage or the buyer proves that lesser damage or no damage at all occurred.
1. The seller retains title to the subject of purchase until satisfaction of the claims to which the seller is entitled under the purchase contract. If the buyer is a legal person under public law, a special fund under public law, or an entrepreneur acting in exercise of his or her commercial or self-employed position at the time of contract conclusion, retention of title also remains in effect for the seller’s claims against the buyer under the ongoing business relationship, until satisfaction of the claims in connection with the purchase. At the buyer’s request, the seller is obligated to waive the retention of title if the buyer has irrefutably satisfied all claims in connection with the subject of purchase and reasonable security exists for the remaining claims under the ongoing business relationships.
2. In the event of payment default by the buyer, the seller may rescind the purchase contract. If, in addition, the seller has a claim to compensation of damages in lieu of performance and retakes possession of the subject of purchase, the buyer and the seller are in agreement that the seller compensates the customary sales value of the subject of purchase at the time of repossession. At the buyer’s request, which can be expressed only promptly following repossession of the subject of purchase, then at the buyer’s discretion, a publicly appointed and sworn appraiser, e.g. Deutsche Automobil Treuhand GmbH (DAT), ascertains the customary sales value. The buyer bears all costs of repossession and liquidation of the subject of purchase. Absent proof, liquidation costs amount to 5% of the customary sales value. They are to be set higher or lower if the seller proves higher costs or the buyer proves that lower costs or no costs at all were incurred.
3. As long as retention of title is in effect, the buyer may not dispose of the subject of purchase or allow third parties to use it by contract.
1. The buyer’s claims for material defects are prescribed for new vehicle parts one year after conveyance of the subject of purchase, if the buyer is a legal person under public law, a special fund under public law, or an entrepreneur acting in exercise of his or her commercial or self-employed position at the time of contract conclusion. The sale of used vehicle parts within the meaning of the first sentence takes place under exclusion of all liability for material defects. If the buyer is a natural person who concludes the purchase contract for a purpose that cannot be attributed to either his or her commercial or his or her self-employed position (consumer), the buyer’s claims for material defects are prescribed for new vehicle parts after two years and for used vehicle parts after one year, in each case starting on the date of conveyance of the subject of purchase. Farther-reaching claims remain unaffected, provided that the seller is strictly liable by statute or something different has been agreed to, particularly in the case of assumption of a warranty.
2. The buyer must assert claims for material defects to the seller. In the event of oral notices of claims, the buyer must provide written confirmation about the receipt of notice.
3. Replaced parts become the seller’s property.
4. Section V, Material defects, does not apply to claims to compensation of damages; for these claims, Section VI, Liability, applies.
1. If the seller is liable on the basis of statutory provisions for a damage that was caused by simple negligence, its liability is limited: Liability exists only in the event of a breach of material contractual duties, such as those that the purchase contract seeks to impose on the seller by virtue of its very content and purpose or whose fulfilment makes possible the proper performance of the purchase contract and on whose compliance the buyer normally relies and is entitled to rely. Liability is limited to damages that are typical and foreseeable at the time of contract conclusion. If the damage is covered by insurance obtained by the buyer for the relevant loss (other than insurance for fixed sums), the seller is liable only for any detriments suffered by the buyer in connection therewith, e.g. higher insurance premiums or disadvantageous interest rates until the damage is adjusted by the insurance company. If the buyer is a legal person under public law, a special fund under public law, or an entrepreneur acting in exercise of his or her commercial or self-employed position at the time of contract conclusion, and if after expiry of one year following delivery of the subject of purchase, claims for compensation of damages due to material defects are asserted, the following applies: The aforementioned limitation of liability also applies to damage that was caused by gross negligence, but not to that caused by the gross negligence of statutory representatives or senior executives of the seller, as well as not to damage caused by gross negligence that is covered by insurance obtained by the buyer for the relevant loss.
2. Irrespective of fault on the part of the seller, any liability of the seller remains unaffected in the event of fraudulent concealment of the defect, by virtue of the assumption of a warranty or a procurement risk, and under the Product Liability Act.
3. Liability for default in delivery is governed definitively by Section II.
4. Exempt is the personal liability of statutory representatives, persons engaged to perform an obligation (Erfüllungsgehilfen), and members of the seller’s company for damages caused by them through simple negligence. For damages caused by them through gross negligence, other than by statutory representatives and senior executives, the limitation of liability addressed in this respect for the seller applies mutatis mutandis.
5. The limitations of liability in this Section do not apply in the event of injury to life, body, or health.
1. The seller’s registered office is the exclusive place of jurisdiction for all present and future claims under the business relationship with merchants, including claims under bills of exchange and cheques.