General Terms and Conditions and Client Information

Table of Contents

for Consumers

• 1. Scope of Application
• 2. Conclusion of the Contract
• 3. Right to withdrawal
• 4. Prices – Terms of payment and Delivery Costs
• 5. Shipment and delivery conditions
• 6. Liability for defects
• 7. Law and Jurisdiction
• 8. Information about online dispute resolution

for Traders

• 09. Scope of Application
• 10. Conclusion of the Contract
• 11. Right of withdrawal
• 12. Prices – Terms of payment
• 13. Place of juruduction - Place of excution
• 14. Delivery time – Responsability in case of delivery delay
• 15. Collection by the customer
• 16. Transfer of risk - Packing charges
• 17. Warranty for defects – Limitation of liability in time
• 18. Used parts and NOS parts – Responsability
• 19. Joint liablity
• 20. Title retention
• 21. Place of juruduction - Place of excution

1) Scope of Application

1.1 These Terms and Conditions of the company Der Franzose Automobiltechnik GmbH (hereinafter referred to as "Seller”) shall apply to all contracts concluded between a consumer or an trader (hereinafter referred to as "Client”) and the Seller relating to all goods and/or services presented in the online shop of the Seller. The inclusion of the Client's own conditions is herewith objected to, unless other terms have been stipulated.

1.2 A consumer pursuant to these Terms and Conditions is any individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. A trader pursuant to these Terms and Conditions is any person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.

2) Conclusion of the Contract

2.1 The product descriptions in the Seller’s online shop do not constitute binding offers on the part of the Seller, but merely serve the purpose of submitting a binding offer by the Client.

2.2 The Client may submit the offer by the online order form integrated into the Seller's online shop. In doing so, after having placed the selected goods and/or services in the virtual basket and passed through the ordering process, and by clicking the button finalizing the order process, the Client submits a legally binding offer of contract with regard to the goods and/or services contained in the virtual basket. The Client may also present the offer to the Seller by means of telephone, fax, e-mail or postal service.

2.3 The Seller may accept the Client's offer within five days

• by transferring a written order confirmation or an order conformation in written form (fax or e- mail); insofar receipt of order confirmation by the Client is decisive, or
• by delivering ordered goods to the Client; insofar receipt of goods by the Client is decisive, or
• by requesting the Client to pay after he/she placed his/her order.

Provided that several of the aforementioned alternatives apply, the contract shall be concluded at the time when one of the aforementioned alternatives firstly occurs. Should the seller not accept the Client’s offer within the aforementioned period of time, this shall be deemed as rejecting the offer with the effect that the Client is no longer bound by his statement of intent.

2.4 The period for acceptance of the offer shall start on the day after the Client has sent the offer and ends on expiry of the fifth day following the sending of the offer.

2.5 The contract’s content will be stored by the Seller and will be sent to the Client in writing including these Terms and Conditions and Client Information (for example via e-mail, fax or letter) after the Client has submitted his order. In addition, the contract’s content will be stored on the Seller’s website and can be found by the Client in the customer login via the password-protected customer account, provided the Client has created a customer account in the online shop prior to submitting his order.

2.6 The Client can correct all the data entered via the usual keyboard and mouse function prior to submitting his binding order. In addition, prior to submitting the order, all data entered will be displayed in a confirmation window and can be corrected here as well, via the usual keyboard and mouse function.

2.7 The contractual language is English.

2.8 Order processing and contacting usually takes place via e-mail and automated order processing. It is the Client`s responsibility to ensure that the e-mail address he/she provides for the order processing is accurate so that e-mails sent by the Seller can be received at this address. Particularly, it is the Client`s responsibility, if SPAM filters are used, to ensure that all e- mails sent by the Seller or by third parties commissioned by the Seller with the order processing can be delivered.

3) Right to cancel

Consumers are entitled to the right of cancellation. Detailed informations about the right of cancellation are provided in the Seller’s instruction on cancellation.

4) Price and Delivery Costs

4.1 Unless otherwise stated in the product descriptions, prices indicated are end prices and include the statutory value-added tax. Any possible additional delivery and dispatch costs are specified separately in the respective product description.

4.2 For deliveries to countries outside the European Union, additional costs may arise which are beyond the Seller’s control. They shall be borne by the Client. Such costs are for example money transfer costs (transfer fees, exchange rate charges) or customs duties or import taxes.

4.3 Payment can be made using one of the methods mentioned in the Seller’s online shop .

4.4 If payment in advance has been agreed upon, payment shall be due immediately upon conclusion of the contract.

4.5 When payments are made using a payment method offered by PayPal, handling of payments takes place via the payment service provider PayPal ((Europe) S.a. r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter called “PayPal”) subject to the PayPal terms of use which can be viewed at: https://www.paypal.com/uk/webapps/mpp/ua/useragreement-full?locale.x=en_GB. In case the clientClient has no PayPal account, the conditions applicable for payments without PayPal account will be effective. They can be viewed at: https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

5) Shipment and delivery conditions

5.1 Goods are generally delivered on dispatch route to the delivery address indicated by the Client, unless otherwise agreed. For the transaction procedure the delivery address specified by the Client in the ordering process shall be applicable.

5.2 Should delivery to the Client not be possible, the assigned transport company returns the goods to the Seller and the Client bears the cost for the unsuccessful dispatch. This shall not apply if the Client is not responsible for the event that entails the impossibility of delivery, or if he/she has been temporarily impeded to receive the ordered goods, unless the Seller has given notice to the Client in an adequate period of time prior to the delivery.

5.3 The Seller reserves the right of partial delivery. In this case the Seller informs the Client at which point of time all instalments will be delivered. Delivery should be completed within a reasonable period of time. Additional costs will not be claimed for such partial delivery. However, if the Client has asked for partial delivery, the Seller reserves the right to charge the Client the additional delivery costs. .

5.4 The risk of accidental destruction and accidental deterioration of the sold goods shall in principle be transferred to the Client when they come into the physical possession of the Client or a person identified by the Client to take possession of the goods. . Should the Client act as a trader, the risk of accidental destruction and accidental deterioration in the event of a sale by dispatch shall be transferred upon delivery of the goods to a qualified transport person at the Seller's place of business.

5.5 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This only applies if the Seller is not responsible for the non-supply and if he has concluded a concrete hedging transaction with the supplier. The Seller shall make all reasonable efforts to obtain the goods. In case of non-availability or partial availability of the goods he shall inform the Client without delay and payments made by the Client will be immediately refunded.

5.6 Collection by the Client is not possible for logistical reasons.

6) Liability for defects

6.1 The statutory consumer rights will apply.

6.2 If the Client is a consumer and he uses his short-term right to reject the product, he has to return the product at his cost.

7) Law and Jurisdiction

7.1 If a Client acts as a consumer pursuant to Section 1.2, any contractual relationships between the parties are governed by the law of the country where the Client has his habitual residence, excluding the UN-Convention on Contract for the International Sale of Goods and the courts of the State where the Client is domiciled will have exclusive jurisdiction over any dispute relating to these relationships.

7.2 If a Client acts as a trader pursuant to Section 1.2, any contractual relationships between the parties is governed by the law of the country where the Seller has his place of business, excluding the UN-Convention on Contract for the International Sale of Goods and the courts of the State where the Seller has his place of business will have exclusive jurisdiction over any dispute relating to these relationships.

8) Alternative dispute resolution

8.1 The EU Commission provides on its website the following link to the ODR platform: http://ec.europa.eu/consumers/odr.

This platform shall be a point of entry for out-of-court resolutions of disputes arising from online sales and service contracts concluded between consumers and traders.

8.2 The trader is neither obliged nor prepared to attend a dispute settlement procedure before an alternative dispute resolution entity.
 

for Traders

GENERAL SALES TERMS AND CONDITIONS Der Franzose Automobiltechnik GmbH

(below „seller“ mentioned“)

9) General – Scope of application

(9.1) Our Sales Terms and Conditons shall apply in any case. Other Sales Terms and Conditions shall not apply, unless expressly agreed in writing. Our Sales Terms and Conditions shall also apply even if we know that the Buyer´s conditions are differing from our General Sales Terms and Conditions. https://www.franzose.de/en/CMS/AGB/

(9.2) For traders, for legal persons of public law or public-law special property as defined under § 310 paragraph 1. BGB our Sales Terms and Conditions shall also unrestricted apply.

10) Offer and contract conlusion

(10.1) Online orders
(10.1.1) The product description in the seller´s online shop do not constitute any firm offer from the Seller but merely enables the Buyer to submit a binding submission.
(10.1.2) The Buyer may submit a submission using the online-shop order form. In this case the customer submits a firm submission to the Seller by clicking the button „order“ after filling in his shopping cart. The transmission of the submission by the Buyer is also possible by postal service, e-mail, fax or phone.
(10.1.3) The seller may accept customer´s proposal within five days:
- sending a written order confirmation to the Buyer by fax or e-mail. The access to the order confirmation is decisive.
- by delivering ordered products to the Buyer . The access to the delivery is decisive.
- requesting the Buyer to pay after ordering.
Provided that several of the aforementioned alternatives occur, the contract will be concluded as soon as one of the aforementioned alternatives firstly occurs. The non-acceptance of customer´s submission by the Seller within the given deadline means the refusal of the submission and it releases the buyer of his statement of intent.
(10.1.4) The period of order acceptance shall start the day after Buyer´s submission dispatch and shall end at the end of the fifth day following submission dispatch.
(10.1.5) The contract´s content of the online order form will be recorded by the Seller and shall be sent to the Buyer in written form together with these General Sales Terms and Conditions (for example via e-mail, fax or letter) after the receipt of Buyer´s order submission. In addition contract´s content will be recorded on the Seller´s website. Data record is accessible for the Buyer via the password protected customer account under the condition that he has created a customer account before submitting his order.
(10.1.6) The Buyer has the opportunity to correct the entered data prior to firm submission transmission via keyboard and mouse function. Beyond prior to submission transmission the entered data will be displayed in a confirmation screen window and can be corrected as well via keyboard and mouse function.
(10.1.7) English only is contractual language.
(10.1.8) Order processing and contacting usually take place via e-mail and automated order processing. The customer has to ensure that the email-address he provides during order process is accurate in order to receive e-mails sent to him by the Seller. Particularly, the Buyer has to ensure that e-mails sent by the Seller or a by third party can be delivered even in case of active SPAM filters.
(10.2) Orders
(10.2.1) If the submission is in accordance with § 145 BGB it can be confirmed by us within 2 weeks. The acceptation can also occur via spoken or written declaration, by order confirmation in written form, or order confirmation in text form (email, fax) or by the delivery of the goods.

11) Right of withdrawal

Traders, legal persons of public law and special property as defined under § 310 paragraph 1. BGB have no right of withdrawal.

12) Prices – Terms of payment

(12.1) Our prices are always ex-work prices exclusive shipping cost and packing charges which are separately shown on the invoice if no special conditions are mentioned on the order confirmation. Shipping cost are invoiced according to the effective „shipping-index. In case of duties and taxes it shall be separably invoiced to the Buyer by the forwarder (for instance DHL).
(12.2) Our prices include VAT which is invoiced at the official rate of date of invoice and shown separately on the invoice.
Our prices for non-european customers are exclusive VAT as soon as the Buyer communicates his non-european address. If the non-european Buyer picks up the goods at Seller´s head office he will have to pay the effective VAT. The paid VAT will not be refunded by the Seller even not after the exportation to the non european country.
(12.3) Discount may not be deducted without previous written agreement.
(12.4) If no special term of payment is mentioned in the order confirmation the total amount has to be paid without deduction within 10 days after date of invoice. Regarding overdue payment legal provisions shall apply.

13) - Place of juruduction - Place of excution

(13.1) If the Buyer is trader the place of juridiction is our place of business; but we are also authorized to take him to the court of his place of residence.
(13.2) German legislation shall be applied; the application of UN-Sales Convention is excluded.
(13.3) Except contrary mention on the order confirmation our place of business is place of excution.

14) Set-off interdiction – Right of retention

Set-off is only allowed to the Buyer if his counterclaims are legally stated, uncontested and approved by us. Furthermore the Buyer is allowed to apply his right of retention if his counterclaim is based on the same contract relation.

15) Delivery time – Responsability in case of delivery delay

(15.1) The beginning of the delivery time which we confirmed implies that all possible technical questions have been cleared.
(15.2) The compliance of our delivery obligation implies the accurate implementation of Buyer´s obligations in due time. We reserve ourself the right of objection for non- complied contract.
(15.3) In case of default of acceptance or non-implementation of any obligation by the Buyer, we are authorized to claim a compensation for the caused damages and for the possible additional expenditures. All rights for further pretensions reserved.
(15.4) Provided that the conditions written in § 3 are existent, the risk of a casual damage or the risk of a casual deterioration of object of purchase is carried by the Buyer as soon as the payment or the acceptance of the delivery has been delayed.
(15.5) We are responsable under legal provisions as far as the fondamental contract is a time deal. We are also reponsable under legal provisions if the Buyer, following to a delayed delivery due to the Seller, declares that he is no more interested in further fufillment of contract.
(15.6) We are also responsable under legal provisions as far as the delivery delay is due to intentional or grossly negligent breach of one of our obligations; we also responsable under legal provisions for the possible negligence of our representatives or auxillary persons. As far as the delivery delay is not due to an intentional or grossly negligent breach of contract from our side our responsability for damage indemnity is stricly limited to the forseeable and concrete damage.
(15.7) We are responsable under legal provisions as far as the delivery delay is due to our intentional or non-negligent breach of contract ; in such a case our responsability for damage indemnity is strictly limited to the forseeable and concrete damage.
(15.8) Furthermore if we are responsable for delivery delay we compensate for every complete week 3 % of value of goods , maximum 15 % of value of goods, according to a standart delivery delay all-in indemnity .
(15.9) All rights for further pretensions reserved.

16) Collection by the customer

As far as a collection of the goods by the Buyer has been agreed no shipping cost will be invoiced. The Buyer has to collect the goods at the buyer´s place of business after arrangement. The Seller has to inform the Buyer by Email that the goods can be collected.

17) Transfer of risk - Packing charges

(17.1) Our prices are always ex-work prices if no special conditions are mentioned on the order confirmation.
(17.2) Packaging will not be withdrawn except pallets. The Buyer has to dispose of packages at his own´s expense.
(17.3) Deliveries are alway insured. Corresponding cost are borne by the Buyer.

18) Warranty for defects – Limitation of liability in time

(18.1) Warranty claims from the Buyer implies that he duly complied with his obligation of investigation and reproval (§ 377 HGB)
(18.2) Warranty claims prescribe 12 months after the date of delivery to the Buyer´s. In case of claim for compensation following to intentional or non-negligent damage of the user or in case injury to life, bodily injury or injury to health, legal provisions shall be applied.
(18.3) If the object of purchase shows a defect that already existed at the time of tranfer of risk, despite all dedicated carefullness, subject to claim in due time, we shall either correct or replace the concerned product. The time limit for correction given to us should be appropriate (at least 2 weeks). Right of recourse will not be affected by above mentioned rule.
(18.4) If supplementary performance fails the Buyer may withdraw from the contract or reduce his pay, regardless of possible damage compensation pretensions.
(18.5) Damage compensation pretensions are not receivable in case of insignificantly deviations from the agreed configuration, from usability, or in case of natural abrasion or wastage, or defective fitting and also in case of damages occucring after the transfer of risk and due to wrong or negligent handling, or excessive strain, unsuitable utilities or defective fitting. In case of improperly repair work or modifications made by the Buyer or by a third party damage compensation pretensions are excluded as per for the outcome of these acts.
(18.6) Claims from the Buyer regarding the necessary charges for correction, in particular transportation charges, travel charges , labour costs and material cost are excluded. If the product delivered by us has been retroactively brought to another place than the Buyer´s place of business, except the movement is due to the conventional usage of the product.
(18.7) The Buyer´s right of recourse against us only exists if the Buyer has not concluded with his consumer any agreement about exceeding the legal provisions of warranty claims. Regarding the range of buyer´s right of recourse , § 6 shall apply.

19) Used parts and NOS parts – Responsability

Defect liability for traders.
(19.1) For used parts defect liability is limited to one year. After one year any claim will be rejected. Deceit and fraudulent claims odr defects or pretensions ragarding defect liability assumed by us for one product are excluded from this rule.
(19.2) For used parts liability is limited to one year. After one year any claim will be rejected. For reconditioned parts liability is limited to one year. After one year an claim will be rejected. Reconditioned parts are used parts which have been optically and technically worked off or repaired.

20) Joint liablity

(20.1) A larger compensation responsablity as per § 9 and § 10 without consideration of the legal nature of claim is excluded. This particularly applies to claims based on fault at contract conclusion, following to any violation of obligations or any culpable damage compensation claim under § 823 BGB.
(20.2) The exclusion or restriction of our responsabilty shall apply to our employees, workers, collaborators, representatives and auxillary employees as far as their personal responsability is concerned.

21) Title retention

(21.1) We reserve ourselves the right of retention for the object of purchase till all payments for contract are received.
In case of contract violation by the Buyer, particulary in case of overdue payment we are authorized to take the object of purchase back. Withdrawal does not mean contract cancellation. Except explicit declaration in written form. The seizure of the object of purchase always means our withdrawal from the contract. After the seizure we are authorized to sell the object of purchase. The commercial benefit less commercial costs should be deducted from the amount of Buyer´s commitment.
(21.2) The Buyer is obliged to care for the object of purchase; particulary he is obliged to ensure the contractual object at its original value against damage by fire, water and theft at his own expense. If any maintenance or service work is necessary the buyer has to perform it at his own expense.
(21.3) In case of distraint or any intervention by a third party the Buyer must inform us immediatly so that we can take legal action under § 771 ZPO. If the third party is not able to refund court and extrajudicial costs as per § 771 ZPO the Buyer will assume the caused loss.

 22) - Place of juruduction - Place of excution

(22.1) If the Buyer is trader the place of juridiction is our place of business; but we are also authorized to take him to the court of his place of residence.
(22.2) German legislation shall be applied; the application of UN-Sales Convention is excluded.
(22.3) Except contrary mention on the order confirmation our place of business is place of excution.

Vechta, February 2017