General Terms and Conditions

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<h3>&sect; 1 Scope,form</h3>

 

<p>(1)  We, VIEROL AG with registered seat in Oldenburg, Karlstraße 19, 26123 Oldenburg, Germany, registered in the commercial register of the district court Oldenburg under HRB 3199, represented by Chairwoman of the Board Mrs. Mirja Viertelhaus-Koschig, telephone: +49 441 21020-0, fax: +49 441 21020111, email: info@vierol.de, offer items to purchase at www.vierol-shop.de . The present General Terms and Conditions of Sale (GTCS) apply to all of our business relationships with our customers (“Buyers”). The GTCS apply only if the Buyer is a business (§ 14 BGB), a legal entity under public law, or a special fund under public law.</p>

 

<p>(2)  The GTCS apply in particular for agreements on the sale and/or delivery of movable items (“Goods”) irrespective of whether the we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTCS, in the version valid at the time the Buyer made the order or, in any case, in the version last communicated to the Buyer in text as a framework agreement, also apply to similar future agreements without us having to refer to them again in each individual case.</p>

 

<p>(3)  Our GTCS apply exclusively. Conflicting, contrasting, or supplementary general terms and conditions of sale from the Buyer will only become an object of the agreement if and provided that we have expressly approved their validity. This requirement of consent applies in every case, even, for example, if we provide an unconditional delivery to the Buyer in awareness of its GTCS.</p>

 

<p>(4)  Specific agreements made with the Buyer in individual cases (including supplementary agreements, additions, and changes) always have precedence over these GTCS. Subject to evidence to the contrary, a written agreement or our written confirmation is decisive for the content of such agreements.</p>

 

<p>(5)  Legally relevant declarations and notices of the Buyer in connection with the agreement (e.g. setting deadlines, notification of defects, withdrawal, or reduction) are to be provided in writing, i.e. in written or text form (e.g. letter, email, fax). Legal procedural and verification requirements remain unaffected, in particular if there is doubt on the legitimacy of the declarer.</p>

 

<p>(6)  References to the validity of legal regulations are only for clarification purposes. Statutory provisions therefore apply, even without such a clarification, unless they are directly modified or expressly excluded in these GTCS.</p>

 

<h3>&sect; 2 Agreement conclusion</h3>

 

<p>(1)  Our offers are subject to change and non-binding. This also applies if we have entrusted the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards), other product descriptions, or documents – in electronic form as well – for which we reserve property rights and copyrights. The preceding applies accordingly for items posted on vierol-shop.de. These are considered non-binding offers to conclude a purchase agreement with the conditions included on the item page (product description). They can submit a binding purchase offer (order) using the shopping basket system.</p>

 

<p>(2)  It is considered a binding contractual offer when Buyer orders Goods. If the order does not specify otherwise, we are authorised to accept this contractual offer within seven business days after receiving it. Acceptance can be declared either in writing or in text form (e.g. order confirmation) or by delivering Goods to the Buyer.</p>

 

<p>(3)  For orders over vierol-shop.de, you will be prompted, before making your final submission of the purchase offer, to verify the information entered and then to confirm it. If there are any entry errors, you can always use your internet browser’s

“Back” feature to return to the respective previous entry screen or cancel the order process altogether using the “Cancel” feature. You can then enter new information. When you confirm via the

“Purchase” button, you make a binding declaration that you want to purchase the item(s) placed

in the virtual “shopping basket”. After submitting the order, you will receive an automatic confirmation via email that we have received the offer. The order confirmation does not yet constitute acceptance of the purchase offer you submitted. A purchase contract for the item(s) ordered only comes into effect when we send you an email notifying you that the item has been sent to you or when you receive an email in which we expressly declare acceptance of the offer.

</p>

 

<p>(4)  Please note that you will be required to enter your company’s VAT ID information during the ordering process on vierol-shop.de. Our offer on vierol-shop.de is aimed exclusively at businesses in the sense of § 14 BGB and not end consumers.</p>

 

<h3>&sect; 3 Delivery deadline und default in delivery</h3>

 

<p>(1)  The delivery deadline is agreed individually or indicated by us upon order acceptance. If this is not the case, the delivery deadline is approx. two weeks after agreement conclusion.</p>

 

<p>(2)  If we are not able to meet binding delivery deadlines for reasons outside of our control (non-availability of service), we will inform the Buyer immediately of this and provide a new estimated delivery deadline. If the service is also not available by the new delivery deadline, we are authorised to withdraw from the agreement, either in whole or in part; we will provide immediate compensation for any consideration already paid by the Buyer. Non-availability of the service in this sense is considered, in particular, late self-delivery by our supplier if we have concluded a congruent covering transaction; neither we nor our supplier are at fault nor are we obliged to procure the goods in individual cases.</p>

 

<p>(3)  The occurrence of delivery delays on our part is determined by statutory provisions. In any case, a notice is required from the Buyer. If we are in default of delivery, the Buyer may demand lump-sum compensation for the damage caused by the default. The lump sum for damages is 0.5% of the net price (delivery value) for each completed calendar week of delay, however, it is not to exceed 5% of the delivery value of the Goods delivered late. We reserve the right to provide evidence that the Buyer has suffered no damage or significantly less damage than the preceding lump sum.

The Buyer's rights in accordance with section 8 of these GTCS and our legal rights, in particular concerning the elimination of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), remain unaffected.</p>

 

<p>(4)  Serious events, in particular force majeure, labour disputes, riots, epidemics, armed conflict, or terrorist attacks, which have unpredictable consequences on the performance of the service, release the contracting parties from their performance obligations for the duration of the disruption and to the extent of their effect, even if they should be in default. Automatic contract termination is not related to this. The contracting parties are obliged to inform themselves of such hindrances and to adapt their obligations to the changed circumstances in good faith.</p>

 

<h3>&sect;4 Delivery, transfer of risk, acceptance, default of acceptance</h3>

 

<p>(1)  Deliveries are made from the warehouse closest to the place of performance for the delivery and any subsequent performance. Upon request, the Goods can be sent to a destination other than the place of performance at the cost of the Buyer. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourselves.</p>

 

<p>(2)  If the goods are to be shipped to a destination other than the place of performance, the Buyer must, at its own risk and expense, obtain all permits and/or other official approvals required for export and import, as is necessary. In this case, the Buyer must also, at its own risk and expense, handle all necessary customs formalities for the export, transit, and import of the Goods.</p>

 

<p>(3)  The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer no later than when the Goods are handed over. If the Goods are to be shipped to a destination other than the place of performance, however, the risk of accidental loss and accidental deterioration of the Goods and the risk of delays pass, as soon as the Goods are delivered, to the freight forwarder, carrier, or person or institution otherwise responsible for carrying out the shipment. If acceptance is contractually agreed, it is decisive for the transfer of risk. Otherwise, statutory provisions under work contract law apply for agreed acceptance accordingly. Handover or acceptance is considered to have occurred if the Buyer delays in providing acceptance.</p>

 

<p>(4)  If the Buyer delays in providing acceptance or refrains from cooperating, or if our service is delayed for other reasons attributable to the Buyer, we are authorised to demand compensation for the resulting damage, including additional expenses (storage costs).</p>

 

<h3>&sect;5 Prices and payment conditions</h3>

 

<p>(1)  If nothing else is otherwise arranged on an individual basis, our current prices at the time of agreement conclusion apply, ex stock, plus applicable value added tax.</p>

 

<p>(2)  If the goods are to be shipped to a destination other than the place of performance (Sec. 4 Para. 1), the Buyer is responsible for the transport costs from storage and for the costs of any transport insurance requested by the Buyer. The Buyer is responsible for any custom duties, fees, taxes, and other public taxes.</p>

 

<p>(3)  The purchase price is due and to be paid within 14 days following invoicing and delivery or acceptance of the Goods. However, we are authorised, at any time, even in the context of an ongoing business relationship, to make deliveries in full or in part and only against prepayment. We will declare a corresponding reservation upon order confirmation at the latest.</p>

 

<p>(4)  When making a purchase over vierol-shop.de, you can choose from the following payment methods: bank transfers to the account specified or credit card. When paying by credit card, your account will only be charged when the Goods are in the process of being shipped. If paying by credit card, you will provide authorization to make the corresponding charge through the credit card company you specified. A collection or debit will be initiated when the Goods are shipped. Any direct debit authorisation given applies until withdrawal, even for additional orders.</p>

 

<p>(5)  The Buyer is in delay upon expiration of the preceding payment deadline. During the delay, interest is to be paid on the purchase price at the respective applicable default interest. We reserve the right to claim for additional damage during the delay. Our entitlement to commercial maturity interest (§ 353 HGB) with regard to merchants remains unaffected.</p>

 

<p>(6)  The Buyer is only entitled to offset or retention rights insofar as its claim has been legally established or is undisputed. In the event of defects in delivery, the Buyer's reciprocal rights, in particular in accordance with Sec. 7 Para. 7 Clause 2 of these GTCS, remain unaffected.</p>

 

<p>(7)  If, after the agreement has been concluded, it becomes apparent (e.g. due to filing to open insolvency proceedings) that our claim to the purchase price is jeopardised by the inability of the Buyer to perform, we are entitled to refuse performance and to withdraw, if necessary, from the agreement after setting a deadline (§ 321 BGB). In the case of agreements to manufacture unacceptable items (single-unit production), we are authorised to immediately declare our withdrawal; statutory provisions on waiving the setting of deadlines remain unaffected.</p>

 

<h3>&sect;6 Reservation of ownership</h3>

 

<p>(1)  We reserve ownership of the Goods sold until all of our current and future claims from the purchase agreement and an ongoing business relationship (secured claims) have been paid in full.</p>

 

<p>(2)  The Goods under reservation of ownership may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The Buyer must immediately notify us in writing if filing to open insolvency proceedings or if third parties are to be given access to the Goods belonging to us (e.g. seizures).</p>

 

<p>(3)  If the Buyer acts contrary to the agreement, in particular if the purchase price is not paid, we are entitled to withdraw from the agreement in accordance with statutory provisions and/or to demand the Goods based on our reservation of ownership. The request for surrender does not also include the declaration of withdrawal; rather we are entitled only to demand the Goods and reserve the right to withdraw. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously and unsuccessfully given the Buyer a reasonable deadline for payment, or if such a deadline can be waived in accordance with statutory provisions.</p>

 

<p>(4)  The Buyer is, until withdrawal, authorised under (c) to sell and/or process the Goods under the reservation of ownership in the regular course of business. In this case, the following provisions also apply.</p>

 

<p>a.    The reservation of ownership extends to the products, at their full value, resulting from the processing, mixing, or combining of our Goods, whereas we are considered a manufacturer. If the right of ownership remains in the course of processing, mixing, or combining with third-party goods, we gain co-ownership in the ratio of the invoice values of the processed, mixed, or combined goods. The same applies to the resulting product as does to the goods delivered under reservation of ownership.</p>

 

<p>b.    The Buyer assigns to us the claims against third parties arising from the resale of the goods or product, in whole or in the amount of our possible co-ownership share in accordance with the previous paragraph on the security. We will accept the assignment. The Buyer’s obligations specified in Para. 2 also apply with regard to assigned claims.</p>

 

<p>c.    The Buyer remains authorised to collect the claim, as do we. We undertake not to collect the claim provided that the Buyer makes good on its payment obligations to us, there is no deficiency in its performance, and we do not assert our reservation of ownership by exercising a right pursuant to Para. 3. Abs. 3 geltend machen. However, if this is the case, we may demand that the Buyer inform us of the assigned claims and their debtors, provide us with all information necessary for collection, hand over related documents, and notify debtors (third parties) of the assignment. In this case, we are also entitled to withdraw the Buyer's authorisation to engage in further selling and processing of the Goods under reservation of ownership.</p>

 

<h3>&sect; 7 Buyer defect claims</h3>

 

<p>(1)  The rights of the Buyer are given by statutory provision in the event of material and title defects (including incorrect and short delivery as well as improper assembly or inadequate assembly instructions), unless otherwise specified below. In all cases, the specific statutory provisions on the final delivery of the unprocessed goods to a consumer remain unaffected, even if the consumer has further processed these goods (supplier recourse according to §§ 478 BGB). Supplier recourse claims will not be permitted if the defective Goods are purchased by the Buyer or other entity, e.g. was processed by being incorporated into another product.</p>

 

<p>(2)  The basis for our liability for defects, is above all, the agreement made on the quality of the Goods. All product descriptions and manufacturer information, which are the subject of the individual contract or which we have made public (in particular in catalogues or on our internet homepage) at the time of agreement conclusion, are deemed to be an agreement on the quality of the Goods.</p>

 

<p>(3)  If the condition has not been agreed, it is to be judged according to legal regulation whether there exists a defect or not (§ 434 Para. 1 p. 2 and 3 BGB). However, we do not assume any liability for public statements from the manufacturer or other third party (e.g. advertising statements) which the Buyer did not indicate to us as decisive in its decision to purchase. The right to make design or shape changes, vary the colour tone, and modify the delivery scope is reserved on the part of the manufacturer during the delivery period, provided these changes or variations result in no significant change or variation to the purchase or performance object and are reasonable to the Buyer in consideration of the interests of both parties. The preceding applies accordingly for deviations in product information on the subject of the delivery or performance (e.g. technical data, images, dimensions, weight, performance data, or compatibility details), provided this is not expressly indicated as binding, or the usability for the contractually intended purpose requires an exact match.

Spoken and written application advice is only considered non-binding suggestions and does not release the Buyer from its own obligation to test, taking into account the intended application.</p>

 

<p>(4)  We are entitled to make partial deliveries or perform partial services to a reasonable extent.</p>

 

<p>(5)  To make a claim for defects, the Buyer must first comply with its statutory inspection and notification obligations (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or further processing, an examination must be carried out immediately before processing. We must be notified immediately in writing if a defect is found in the delivery, the inspection, or at any later point in time. In any case, obvious defects must be reported in writing within five working days of delivery, and defects that are not recognizable during the inspection within the same period of time following discovery. If the Buyer fails to properly inspect and/or report defects, we are not liable for any defects that are not reported, not reported in time, or not reported properly, in accordance with statutory provisions.</p>

 

<p>(6)  If the delivered item is defective, we can first choose whether we will provide supplementary performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under legal requirements remains unaffected.</p>

 

<p>(7)  We are entitled to make supplementary performance dependent on the Buyer paying the purchase price due. However, the Buyer is authorised to retain a reasonable portion of the purchase price in connection with the defect.</p>

 

<p>(8)  The Buyer must give us the time and opportunity necessary for the supplementary performance, in particular transferring the rejected Goods for inspection purposes. Im

In the event of a replacement delivery, the Buyer must return the defective item to us in accordance with statutory provisions. Supplementary performance does not include the removal of the defective item or its reinstallation if we were not originally required to install it.

</p>

 

<p>(9)  If there actually is a defect, we will bear or reimburse the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel, labour, and material costs, as well as any removal and installation costs, in accordance with legal regulations. Otherwise, we can demand compensation from the Buyer for any costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the defect was not recognizable to the Buyer.</p>

 

<p>(10) In urgent cases, e.g. in the event that operational safety is jeopardised or to prevent disproportionate damage, the Buyer has the right to remedy the defect itself and to demand compensation from us for any expenses objectively required by this. We must be informed of any such self-remedy, beforehand if possible. There is no right to self-remedy if we were authorised to refuse a corresponding supplementary performance in accordance with legal provisions.</p>

 

<p>(11) If the supplementary performance was unsuccessful, or a reasonable period of time to be set by the Buyer for supplementary performance has expired unsuccessfully or can be waived in accordance with statutory provisions, the Buyer can withdraw from the purchase agreement or reduce the purchase price. However, there is no right of withdrawal for a minor defect.</p>

 

<p>(12) Buyer claims for compensation or reimbursement of futile expenses, even in the case of defects, only exist in accordance with Sec. 8 and are otherwise not permitted.</p>

 

<p>(13) When making warranty claims, please note the following:</p>

 

<p>a.    Return address/contact information </br>

Please return all items only to the following address: </br>

VIEROL AG </br>

Logistics Centre </ br>

Handelshof 1 </br>

26180 Rastede, Germany </br>

Email:reklamation@vierol.de </br>

</p>

 

<p>b.    Necessary documentation</p>

 

<p>The warranty claim form (e.g. GVA form) must be completed fully, factually correct, and verifiable. Your information must assist us in understanding the complaint and verifying it via technical means. In particular, reasons like “defective” or “damaged” or other explanations are not suitable for non-obvious errors when attempting to initiate a potential warranty process.

Installation and removal invoice calculations are required for each individual warranty case. Follow-up costs, in particular assembly costs, must be clearly distinguished from

one another by means of the initial installation and removal invoice, verified, and included with the returned item when asserting warranty claims.

An error log must be kept for electronic components. Illustrations of the damage to the vehicle are helpful with the technical inspection.

Warranty claims for brake parts can only be verified with the submission of an installation invoice and a log for the lateral runout measurement of the wheel hub including photos.

Please note that if evidence or documents are missing or cannot be verified, there may be unnecessary requests and delays in processing. We reserve the right to make returns without a technical inspection. We may invoice any costs incurred and disbursed.

</p>

 

<p>c.    Service life of individual products/wear parts</p>

 

<p>Without prejudice to the provisions of Section 9, individual products, especially wear parts, can have a service life that falls short of the contractual and legal warranty period. In such cases, there is already no defect, meaning no warranty claims exist. The basic prerequisite for the existence of claims for defects is that the defect exists at the time the risk is passed.

On the basis of the above explanations, we hereby make it clear, that in particular groups of goods and products which are subject to increased wear, solely because of their possibly short service life, do not trigger any warranty claims.

In particular, warranty cases can no longer be assumed for the following components:

-              Brake components such as brake discs, brake pads, etc. starting with a mileage of 10,000 km (single brake phase).

</p>

 

<p>e.    Specific features of brake components</p>

 

<p>With brake discs and brake pads, follow the single-brake instructions according to the vehicle manufacturer's instructions. When replacing the brakes, check the chassis components for freedom from play and the wheel hub for impacts. Also provide relevant documentation.</p>

 

<p>f.     Tuning/improper use</p>

 

<p>If the vehicle is not in series production due to tuning measures such as accessory wheels or track plates, this may rule out the assertion of warranty claims. The same applies to the use of the vehicle in motorsport or events similar to motorsport (overuse) which are not expressly approved for the purchased components. The Buyer must follow the instructions regarding the treatment, maintenance, and care of the purchase object.</p>

 

<p>d. Verification and processing of cases submitted</p>

 

<p>We subject products that are returned to an in-house technical inspection, or we give them to the corresponding manufacturing plant or test institute commissioned by us for final analysis. Please note that this can lead to the use of a so-called destructive component test. This means that the returned component is no longer in the condition it was when it was sent in and will be disassembled, for example, during the test. We reserve the right to pass on to you any costs we can demonstrate to have been incurred (disbursed testing fees or similar) in connection with the technical inspection for the case, if the inspection reveals that the product you are complaining about is free from defects. Only after the inspections have been completed will we make a decision on whether to accept or reject the claims you have made. If you decline, we will, of course, handle sending you back all provided old parts, third-party goods, etc.</p>

 

<h3>&sect; 8 Other liability</h3>

 

<p>(1)  Unless otherwise stated in these GTCS and the following provisions, we are liable for any breach of contractual and non-contractual obligations in accordance with statutory provisions.</p>

 

<p>(2)  We are liable for damages – regardless of the legal basis – within the framework of fault-based liability in the event of intent and gross negligence. In the event of simple negligence and subject to statutory liability restrictions (e.g. care over our own affairs; insignificant breach of duty), we are only liable</p>

 

<p>a.    for damages due to the loss of life, bodily injury, or harm to health,</p>

 

<p>b.    for damages due to a violation of an essential contractual obligation (the fulfilment of which makes it possible to properly execute the agreement in the first place, and the observance of which is regularly trusted and relied upon by the contractual partner); in this case our liability is limited to compensation for foreseeable, typically occurring damage.</p>

 

<p>(3)  The liability restrictions resulting from paragraph 2 also apply to breaches of duty by or for the benefit of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply insofar as we maliciously concealed a defect or assumed a guarantee for the quality of the Goods and for the Buyer’s claims under the Product Liability Act.</p>

 

<p>(4)  The Buyer can only withdraw or terminate because of a breach of duty that is not a defect if we are responsible for the breach of duty. The Buyer has no free right of termination (especially according to §§ 650, 648 BGB). Otherwise, the legal requirements and legal consequences apply.</p>

 

<h3>&sect;9 Limitation</h3>

 

<p>(1)  In deviation from Sec. 438 Para. 1 Clause 3 BGB, the general limitation period for claims arising from material and title defects is one year from delivery. If acceptance has been agreed, the limitation period begins upon acceptance. The remaining provisions and deadlines of § 438 BGB remain unaffected. Other specific statutory provisions on the statute of limitations remain unaffected (in particular § 438 Para. 1 Clause 1, Para. 3, §§ 444, 445b BGB).</p>

 

<p>(2)  The preceding limitation periods for the purchase right also apply to contractual and non-contractual claims for damages on the part of the Buyer which are based on a defect in the Goods, unless application of the regular statutory limitation (§§ 195,

199 BGB) would lead to a shorter limitation in specific cases. However, claims for damages by the Buyer in accordance with § 8 Para. 2 Clause 1 and Clause 2 (a) as well as under the Product Liability Act lapse only after the statutory limitation periods.

</p>

 

<h3>&sect;10 Choice of law and place of jurisdiction</h3>

 

<p>(1)  The law of the Federal Republic of Germany applies to these GTCS and the contractual relationship between us and the Buyer, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.</p>

 

<p>(2)  If the Buyer is a merchant in the sense of the Commercial Code, legal entity under public law, or special fund under public law, the exclusive – as well as international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Oldenburg (Oldb.), Germany. The same applies if the Buyer is a business in the sense of § 14 BGB. In all cases, however, we are also entitled to file suit in the place where the delivery obligation is fulfilled in accordance with these GTCS or an overriding individual agreement, or at the Buyer’s place of general jurisdiction. Overriding statutory provisions, in particular regarding exclusive responsibilities, remain unaffected.</p>

 

<p>2019-06-13</p>

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