General terms and conditions
General terms and conditions for the sale of used motor vehicles
- The following general terms and conditions apply to agreements with companies, legal entities under public law and legal special assets ("Buyer") in regard to the sale of used motor vehicles ("Purchase Object") by the company GLW LKW- und PKW-Handel GmbH ("Seller"), acting on its own behalf.
- Any provisions to the contrary, particularly purchasing terms and conditions of the Buyer, are explicitly declared void; these shall not be included as an integral part of this agreement. This also applies for cases in which the Seller renders a contractual service without express objection and with the knowledge of contrary provisions.
- The general terms and conditions of the Seller in their respective version also apply to other business transactions that are concluded between Buyer and the Seller in future.
II. Conclusion of contract, binding nature of offer, deviations in contractual object
- The Buyer is bound to his offer for a period of 14 days.
- The contract takes effect upon acceptance of the offer in writing by the Seller or the rendering of the service (delivery) within the binding period pursuant to section II clause 1.
- Deviations in the contractual object are permissible provided that they are customary within the trade and that they do not constitute an
unreasonable disadvantage for the Buyer.
- The price of the Purchase Object is quoted as of the location of the Contractual Object.
- All prices are net prices subject to the statutory value-added tax that is applicable on the respective day of delivery.
- Expenses for additional services such as transportation, etc. and miscellaneous costs such as customs duties, etc. shall be borne by the Buyer.
IV. Delivery and delivery delay
- Subject to any deviant written agreement, the specified delivery deadlines and dates are non-binding.
- Should the Seller fall into delay in rendering delivery, he shall owe to the Buyer a penalty in the amount of 0.5% of the purchase price for each completed week, yet no more than a maximum value of 5% of the purchase price. Any further claims shall conform to section XI.
- In cases of force majeure, particularly natural disasters, wars, civil unrest, terrorist attacks or labour disputes, the specified dates and deadlines shall be postponed by a period equal to that of the service disruptions caused by such circumstances. The Seller shall inform the Buyer of the expected duration of the force majeure. Should the associated disruptions lead to a service interruption of more than two months, the Buyer may withdraw from the agreement. In such an event, the Buyer shall not be entitled to any further rights (claims for damages).
- The delivery is understood to be subject to punctual self-supply.
V. Acceptance, non-acceptance
- The Buyer agrees to accept the Purchase Object within 8 days as of receipt of the invoice/order confirmation. In the event of non-acceptance, the Seller may exercise his legal rights. Section V. clauses 2 and 3 shall also apply.
- Should the Buyer not accept the Contractual Object in a timely manner, he shall pay a penalty in the amount of 0.5% of the order value, yet no more than a maximum amount of 5% of the order value. The Buyer is permitted to provide proof of lesser damage and the Seller is permitted to provide proof of greater damage incurred.
- If the Seller demands damages due to non-acceptance, the amount of these damages shall be equal to 15% of the agreed-to purchase price. The amount of damage shall be increased or decreased if the Seller proves greater damage or if the Buyer proves lesser damage has been incurred. A claim pursuant to section V. clause 2 shall be charged to this claim.
VI. Obligation to provide notification of defects
- The Buyer shall immediately inspect the Contractual Object for any visible defects. The customer shall provide immediate notice of recognisable defects in writing within a period of three days, at the latest.
- The Buyer shall provide notice of hidden defects in writing within a period of three days as of their discovery.
- The notification of defects shall provide a precise description of the discovered defect. At the request of the Seller, photographs of the discovered defects shall be made and submitted to the Seller.
- If notification of a defect is not provided within the period specified under section VI. clause 1 and 2, the Contractual Object shall be considered approved. This shall not apply to defects that the Seller has maliciously concealed.
Subject to a different agreement, the purchase price and any additional costs (III.) are due for payment immediately upon delivery of the Purchase Object.
VIII. Set-off and right of retention
- The Buyer may only set off a claim made by the Seller provided that the counter-claim made by the Buyer is undisputed or if a legally binding title exists.
- Section VIII. Clause 1 shall correspondingly apply in the case of exercising the right of retention.
IX. Retention of title
- The Purchase Object shall remain the property of the Seller until the amounts due to the Seller on the basis of the purchase agreement and arising out of the business relation have been settled.
- If the Contractual Object is taken to a different country, the Buyer agrees to reach a corresponding agreement (retention of title), without the need for any further request by the Seller, which confers the same rights and obligations in terms of effect.
- At the request of the Buyer, the Seller agrees to release additional securities of his choice, as long as excess security of over 10% is in place.
- For the duration of the retention of title, the Seller retains the right to maintain the vehicle registration certificate in his possession.
- In the event of default of payment by the Buyer, the Seller may withdraw from the purchase agreement in accordance with the legal requirements.
- Should the Seller claim damages beyond this in lieu of performance and if he repossesses the Purchase Object, the Seller and the Buyer agree that the Seller shall remunerate the Buyer for the normal market value of the Purchase Object at the time of repossession. At the request of the Buyer, which may only be expressed immediately in the scope of repossession of the Purchase Object, a publicly appointed and sworn expert, e.g. from Deutsche Automobil Treuhand GmbH (DAT), selected and paid for by the Buyer, shall determine the normal market value.
- The Buyer shall bear all costs associated with the repossession and utilisation of the Purchase Object. Without further evidence, the liquidation costs shall amount to 5% of the liquidation proceeds. These shall be increased or decreased if the Seller or the Buyer respectively proves that greater or lesser costs were incurred.
- As long as the retention of title remains in effect, the Buyer may not dispose of the Purchase Object nor grant third parties contractual use there of.
X. Notice of defects, liability for defects, subsequent performance, costs for subsequent performance
- The Buyer agrees to provide written notice of any defects.
- The Buyer shall grant the Seller a period of at least 14 days for rendering subsequent performance to remedy the defect. This period shall commence upon receipt of the written notice pursuant to section X. clause 1.
- The Seller is entitled, at his discretion, to render subsequent performance by way of repairs or replacement.
- In the event that the Purchase Object becomes inoperable on account of a defect and the location of the inoperable Purchase Object is more than 50 km away from the Seller's place of business, the Buyer may, upon agreement with the Seller, make use of the service provider nearest to the location of the inoperable Purchase Object that is available to perform services and has been approved by the manufacturer to service the Purchase Object.
- In all other cases, the statutory rights regarding defects shall apply. Claims for damages are subject to the stipulations under section XI.
- A warranty for defects is excluded. This does not apply to claims for damages in the case of wilful intent and gross negligence nor in the event of the loss of life, physical injury or damage to health owing to the wilful or grossly negligent violation of duties by the Seller. In such cases, the statutory limitation period shall apply.
- The Seller shall be liable without limitations in cases of loss of life, physical injury or damage to health.
- The Seller is liable without limitations under the German Product Liability Act.
- The Seller is liable for culpable breaches of essential contractual obligations. Essential contractual obligations are obligations which enable proper performance of the agreement in the first place and the observance of which the customer may dependably rely on. To the extent that the Seller does not violate essential contractual obligations due to wilful intent or gross negligence, liability shall be limited to foreseeable damages typical of the contract.
- The Seller is liable without limitations for the wilful or grossly negligent violation of his contractual obligations.
- The Seller is liable without limitations in the case of violation of a guarantee or in the case of malicious concealment of defects.
- In all other cases, liability for the culpable breech of contractual obligations is excluded.
- Liability in the case of delivery delay is conclusively regulated by section IV.
- Personal liability of legal representatives, vicarious agents and employees of the Seller is excluded for cases of damages caused by slight negligence on their part.
XII. Arbitration procedure
(only applies to used passenger vehicles and sport utility vehicles)
- In the event of disputes arising from the purchase agreement, with the exception of disputes regarding the purchase price, both contracting parties may appeal to the arbitration board for the motor industry or used car trade which is responsible for the Seller. This appeal must be submitted in writing immediately after the issue of dispute becomes known and no later than 13 months after delivery of the Purchase Object.
- The decision rendered by the arbitration board shall not exclude the possibility of legal action.
- Upon submitting an appeal to the arbitration board, the period of limitation shall be suspended for the duration of the proceedings.
- The proceedings before the arbitration board take place in accordance with its terms and conditions and code of procedure, which are issued to the contracting parties by the arbitration board upon request.
- An appeal to the arbitration board is excluded if legal action has already been taken. If legal action is taken during the arbitration board proceedings, the arbitration board shall cease its activities.
- The arbitration board proceedings are provided free of charge for the contracting party.
XIII. Transfer of contractual obligations to third parties
The transfer of rights and obligations arising out of this purchase agreement are subject to prior written approval of the contracting party, which may not be refused in bad faith.
XIV. Place of performance, court of jurisdiction and applicable law
- The place of performance for the delivery of the Purchase Object is the place of business of the Seller specified in the purchase agreement.
- The court (Reutlingen) presiding over the registered head office of the Seller shall exclusively be responsible for any current or future claims arising out of the business relations, including bills of exchange and cheques receivable. In addition, the Seller is entitled to file a lawsuit against the Buyer at the general place of jurisdiction of the latter.
- The contractual relations between the parties are exclusively subject to German law. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 does not apply.
XV. Written Form
- All amendments and alterations as well as the renunciation of the validity of these general terms and conditions shall be in writing.
- Section XV. clause 1 also applies to the waiver of the written form.
XVI. Severability clause
- If one of the provisions of these general terms and conditions, or a part thereof, is or becomes ineffective, the validity of the general terms and conditions shall remain unaffected.
- The Seller and the Buyer agree to replace the ineffective provision (or part thereof) with one that resembles the economic intent of the ineffective provision as closely as possible.
- Section XVI. clauses 1 and 2 also correspondingly apply to loopholes.