General Terms and Conditions

§ 1 General and scope

These general conditions of sale (subsequently referred to as “Conditions of Sale”) only apply to companies, legal entities under public law as well as special funds under public law within the meaning of Sec. 310 Paragraph 1, Bürgerliches Gesetzbuch (German Civil Code). These Conditions of Sale apply to all contractual relationships between the contracting party and VIEROL AG (subsequently referred to as “VIEROL", "we" or "us"). They apply in particular to all future deliveries, services, offers or agreements to or with the contracting party; even in the absence of subsequently made separate agreements. These Conditions of Sale shall apply exclusively. Conflicting conditions or conditions which supplement these Conditions of Sale of the contracting party shall not apply to the relationship with us. This also applies if we do not object to them explicitly or make delivery to the contracting party without reservation while being aware of such conditions. All rights reserved. Copies including those of excerpts may only be made with our written permission. We reserve all rights to our database, including, but not limited to the rights to illustrations. We reserve title and copyrights for all cost estimates, offers, pictures and other documents and support material. The contracting party may only share these and their content with third parties or make them available to third parties with our express written permission.

§ 2 Prices – payment terms

(1) All prices shall be in euros. Unless agreed otherwise, prices shall be ex works excluding VAT which may have to be paid to us additionally by the contracting party, plus packaging and shipping costs, if applicable, as well as customs, taxes, fees and other public charges for export shipments. Prices shall be those prevailing at the time of order placement. Payment of the purchase price and fees for any ancillary services shall become due immediately upon conclusion of the agreement.

(2) All deliveries shall be for cash, C.O.D. or prepaid. In case of a C.O.D. payment, the C.O.D. fees shall be paid by the contracting party. For regular purchases, the contracting party shall receive a customer number which – unless decided otherwise in individual cases – also provides the option of payment on invoice.

(3) In case of payment on invoice, the contracting party agrees to pay the invoice amount within 14 days of receipt of goods without discount. Discounts require a separate written agreement.

(4) The contracting party shall be entitled to offset rights and rights to retention only if its counterclaims have been finally and conclusively established, are undisputed or have been accepted by us. The contracting party shall only be permitted to exercise its right of retention if its counterclaim is based on the same contractual relationship. If the contracting party exceeds the payment term specified in section 2 (3) or another payment term agreed on in an individual case, we shall have the right to demand interest from this date on amounting to 9 percentage points above the base interest rate plus an additional flat fee of 40.00 euros. If we can prove higher damages, we may claim these.

(5) For orders with a net value of less than 100.00 euros a minimum quantity surcharge of 10.00 euros net shall be charged.

§ 3 Delivery terms − transfer of risk

Deliveries shall be ex works which is also the place of fulfillment. Upon written request by the contracting party, the goods shall also be sent to another destination at the contracting party’s expense and risk (Versendungskauf). In this case, we shall select the type of transportation (particularly carrier and shipping route) and packaging at our reasonable discretion unless explicitly agreed otherwise.

The risk of accidental loss or accidental deterioration of the goods shall pass to the contracting party no later than upon transfer of the goods. However, if delivery is made to another destination the risk of accidental loss or accidental deterioration of the goods shall pass to the contracting party upon delivery of the goods to the carrier, the freight forwarder or any other person or institution designated to execute the shipment. This also applies to a delivery made by our own transport personnel. Cargo insurance shall be purchased only at the contracting party’s request and account.

In case of a sale by delivery to another destination the contracting party shall - to the extent necessary – procure all permits required for export and import and/or other regulatory permits at its own risk and expense. In this case, the contracting party shall also take care of all required customs formalities for the export, transit and import of the goods at its own risk and expense.

Deadlines and dates for deliveries and services announced by us are only approximate, unless a fixed deadline or date was explicitly promised or agreed upon. If delivery to a place other than the place of performance was agreed, the delivery terms and delivery dates shall refer to the time of transfer to the carrier, freight forwarder or other third parties contracted for transport.

If the ordered goods or services are not available, we shall notify the contracting party promptly. We shall not be liable for the impossibility of delivery or for delivery delays to the extent that these were caused by force majeure or other events not foreseeable at the time the agreement was concluded and for which we are not responsible. If such events render the delivery or service to be substantially more difficult or impossible for us to fulfill, and in case those events are of a more than temporary nature, we have the right to withdraw from the agreement; we shall promptly refund any consideration already made by the contracting party. Our statutory rights of withdrawal from and termination of the contract as well as the legal provisions regarding the fulfillment of the contract in case of exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or supplementary performance) shall remain unaffected. In case of hindrances of a temporary nature we shall be entitled to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up time. If such interferences result in a performance delay of more than four months, the contracting party may withdraw from the agreement. This shall not affect other rights of withdrawal.

If the contracting party defaults in acceptance, we shall have the right to demand compensation for the resulting damage.

We reserve the right to make design or form changes, deviations in the shade of color and changes to the scope of deliveries on the part of the manufacturer during the delivery term if the changes or deviations do not constitute substantial changes or deviations of the purchased or performed object and if they are reasonable for the contracting party taking our interests into consideration. If we or the manufacturer use characters or numbers to identify the order or the ordered delivery or service no rights can be derived from this alone in respect of the ascertainment of the item of delivery or the delivery scope.

We are permitted to make partial deliveries or perform partial services to a reasonable extent. 

§4 Offer and conclusion of the agreement

Product information about the object of the delivery or service (e.g. technical data, pictures, dimensions, weights, performance data or compatibility details) are non-binding and are subject to potential changes unless these are specifically designated as binding or if their usability for the purpose intended by the agreement requires a precise match.

Application-related verbal or written advice shall be deemed non-binding guidance only and does not relieve the contracting party from its own audit requirement taking into consideration the intended use. The presentation of our goods, including, but not limited to those in our online shop at www.autoteile.de, does not constitute a binding offer. The offer is not binding according to Article 145 BGB until the contracting party has placed an order for goods. If the contracting party uses our online shop, the contracting party makes a binding offer to purchase the goods in the shopping cart at the terms and conditions listed by clicking on the button "Submit your order". Our confirmation of receipt of an order (confirmation of receipt) does not yet constitute acceptance of an offer. We may accept or refuse an offer by the contracting party at our sole discretion within 14 days following the date of the receipt of an order. If we accept the offer, we shall send the contracting party an order confirmation. The purchase agreement with the contracting party shall take effect when the order confirmation has been sent.

The seller is entitled to withdraw from the contract if they do not receive the delivery or service correctly or on time according to the quantity and quality arising from the supply and services agreement with the buyer (congruent covering transaction) due to reasons for which they are not responsible despite the correct and sufficient prior conclusion of a purchase agreement or force majeure events occur for a significant period (i.e. for a period of more than three months). The seller shall inform the buyer immediately of the non-availability of the delivery item and if they want to withdraw, shall exercise the right of withdrawal immediately if they have not assumed the procurement risk according to Section 276 Bundesgesetzbuch [German Civil Code] (BGB) or a supplier guarantee. In the case of a withdrawal, the seller shall reimburse the buyer for a return service which has already been provided.

§5 Warranty terms – statute of limitations

Before the contracting party may submit claims for defects it has to fulfill its statutory obligations of inspection and notification of defects (Articles 377, 381 Handelsgesetzbuch (German Commercial Code)).

The statute of limitations for warranty claims is one year from delivery of goods. The limitations of this paragraph do not apply, if (i) a defect was fraudulently concealed or (ii) a warranty for the condition of the goods was granted (in this respect, the warranty provision or statute of limitations resulting from the warranty may apply). Nor does this affect the statutory special provisions regarding claims under supplier recourse when making final delivery to a consumer (Article 479 German Civil Code). In case of claims for damages the limitations of this paragraph do furthermore not apply in the following cases: (i) injury to life, limb or health, (ii) intent and (iii) gross negligence.

Used items shall be sold without warranty for material defects. This does not apply, if (i) a defect was fraudulently concealed or (ii) a warranty for the condition of the goods was granted (in this respect, the warranty provision regarding the statute of limitations resulting from the warranty may apply). In case of claims for damages, the limitations of this paragraph do furthermore not apply in the following cases: (i) injury to life, limb or health, (ii) intent and (iii) gross negligence.

If the delivered goods are defective we have the right to remedy this defect by an additional delivery, a replacement delivery or rework. If the defect has not been removed after two attempts to correct it the contracting party has the statutory warranty rights; however, claims for damages are subject to Section 6.

We shall bear the costs of the remedy of defective performance including, but not limited to, transportation, mileage, labor and material costs, if these costs have not been increased by the fact that the item to be sold was taken to another location than the place of performance. The contracting party generally bears the installation and removal costs required for the remedy of defective performance, unless we are required to be liable for damages or are liable in this respect under binding legal provisions.

The contracting party shall submit claims for the cure of defective performance to us.

The statutory special provisions for final delivery of goods to a consumer (supplier recourse pursuant to Articles 478, 479 German Civil Code) shall not be affected by the provisions of these Conditions of Sale; however, the contracting party shall be entitled to claims for damages only in accordance with Section 6.

§6 Limitation of liability

Our liability for damages, regardless of legal grounds and to the extent there is fault, shall be limited in accordance with this Section 6.

We shall not be liable for ordinary negligence on our part or on the part of our legal representatives or vicarious agents unless material contractual obligations have been violated, including, but not limited to obligations whose fulfillment is essential to the proper fulfillment of the agreement, whose violation puts achievement of the purpose of the agreement at risk and on the performance of which the contracting party could routinely rely.

As far as we are liable for damages pursuant to Section 6 (2) based on the merits, this liability shall be limited to damages which we anticipated or which we should have anticipated when using due diligence as a possible consequence of a breach of the agreement when the agreement was concluded. Moreover, indirect damages and consequential damages which are the result of defects of the purchased item shall only be recoverable to the extent such damage can be expected typically if the purchased item is used as intended.

As far as we are liable for damages pursuant to Section 6 (2) based on the merits, our liability for damages regarding installation and removal costs shall be limited to an amount which is based on the hourly rates published by the Gesamtverband Autoteile-Handel e.V. (GVA). As far as we are liable for damages pursuant to Section 6 (2) based on the merits, our liability for delivery delays shall be limited to an amount equal to 5% of the respective purchase price (including VAT).

The aforementioned disclaimers and limitations shall apply equally to our agencies, legal representatives, employees and other vicarious agents.

According to the current state of technology, data communication via internet cannot be guaranteed to be free of errors and/or available at all times. Insofar we shall not be liable for the continuous and uninterrupted availability of our online shop.

The restrictions of this Section 6 do not apply to liability for willful, grossly negligent or malicious conduct, for guaranteed quality features, for violation of life, limb or health or pursuant to the product liability act.

§ 7 Examination and return costs in case of unjustified notices of defect – return of third-party parts

If the contracting party gives notice of a non-existent defect of the purchased item willfully or grossly negligent the contracting party shall reimburse us for reasonable costs incurred for the examination of the purchased item in connection with the unjustified notice of defect as well as for the cost of returning the purchased item.

If the contracting party gives notice of a defect for an object it did not acquire from us (third-party part) the contracting party shall reimburse us the cost of sending the third-party part back.

§ 8 Taking back goods as a gesture of goodwill – restocking fee

If we agree to take back goods without legal obligation the following provisions shall apply.

Returns can only be accepted with prior agreement.

Items being returned must be in proper and saleable condition. Custom-made and special-order items may not be returned. Upon return of the items, the contracting party shall receive a credit corresponding to the value of the item less a restocking fee.The restocking fee shall be 20 % of the item value, regardless of the item value.

§9 Retention of title

The goods sold shall remain our property until all our current and future receivables arising from the sales agreement and an ongoing business relationship (secured receivables) have been paid.

If the contracting party acts in violation of the agreement, including, but not limited to late payments, we have the right to withdraw from the agreement pursuant to legal provisions and/or demand surrender of the goods under retention of title. Demanding surrender of the delivery items or a seizure of the delivery items does not simultaneously constitute a declaration of withdrawal; rather we are entitled to demand just the surrender of the goods and/or or seize the goods and reserve the right to withdrawal. If the buyer fails to pay the purchase price due, we may exercise these rights only if we first unsuccessfully set a reasonable grace period for the contracting party to make the payment or if such a grace period is not required by law. After taking back the goods delivered under retention of title, we shall be entitled to dispose of them and offset the proceeds derived from their disposition against the liabilities of the contracting party minus all reasonable disposition costs.

The contracting party may not seize or hand over as security the goods which are subject to retention of title until it has made full payment of the secured receivables. The contracting party shall notify us promptly of any seizures and confiscation or other dispositions by third parties and make available to us all information and documents which are required for the protection of our rights. Our property shall be pointed out to enforcement officials or third parties.

The contracting party shall handle the products delivered under retention of title with due care. The contracting party shall perform any required maintenance and inspection activities in a timely manner and at its own expense.

The contracting party shall be entitled to resell and/or process the goods subject to retention of title in the ordinary course of business as long as it has not incurred late payments.

The retention of title extends to the products created by processing, mixing or combining our goods at their full value. In this case, we are considered the manufacturer. If the title of third parties continues to exist when our goods are processed, mixed or combined with their products, we shall acquire co-ownership prorated to the invoice values of the processed, mixed or combined goods. The contracting party shall store the co-owned property for us free of charge. In all other aspects, the emerging product is subject to the same provisions as the goods delivered under retention of title.

The contracting party shall already at this point assign to us as a security the receivables against third parties from the sale of the goods or the product in their entirety or in the amount of our potential prorated co-ownership according to the preceding paragraph. We shall accept the assignment. Buyer’s obligations stated in paragraph 3 shall also apply in reference to the assigned receivables.

The contracting party may collect the receivables assigned to us at its expense and on its behalf for us as long as we do not revoke this authorization. This does not affect our authority to collect the receivables ourselves. We shall refrain from collecting the receivables ourselves as long as the contracting party fulfills its payment obligations pursuant to this agreement and no petition to initiate bankruptcy proceedings have been submitted. In case of one of the latter circumstances, the contracting party shall, at our request, disclose to us all information required for collecting the assigned receivable and submit the related documentation and inform the debtors (third parties) involved of the assignment.

In case the realizable value of our securities exceeds the receivables to be secured by more than 10%, we are obligated to release the securities due us at the contracting party’s request to this extent. We shall select the securities to be released.

§10 Data protection policy

 

When you place an order with us on autoteile.de, we collect, store and process the personal data as far as this is necessary for the performance of the contract. This procedure of collection, storing and processing of the necessary personal data is covered by the data protection declaration which is published on our website autoteile.de.

In case you place an order by other means than using the website, the following applies:
Data that is transmitted in the course of placing the order can qualify as personal data in individual cases. We process and store your personal data, especially your contact details including your email address, if indicated, insofar as this is necessary for the performance and processing of the order (e.g. delivery and invoicing) and as long as we are required to do so by law.

We will only disclose your transmitted data to third parties if and insofar as we are legally obligated to do so or it is necessary for performing the order. Third parties include companies that we employ and work with and that support us regarding our business and the functions of our online shop. In particular, those third parties are transport companies and companies providing technical maintenance of the fields of interaction as well as VIEROL Corporation, VIEROL Asia Pte., Ltd. und VIEROL (Shanghai) Co., Ltd.

Please be aware that in a case where you as a new customer reject advance payment we will secure the receivable by means of commercial credit insurance with Euler Hermes. Euler Hermes will assess the credit risk on the basis of mathematical-statistical methods (Scoring). To enable the assessment we will transfer to Euler Hermes the personal data that are necessary to perform the credit check, namely the name, address and the expected balance. Based on this information the statistical probability of credit default will be calculated. We will then decide on the details of the performance of the contract.

You are, at any time, entitled to free information about your stored personal data, their origin and recipients as well as the purpose of the data processing. Further, you have the right to demand rectification, blocking and deletion of the data. For filing such requests you may contact us under info[at] vierol.de.

§ 11 Final provisions – jurisdiction – applicable law

If provisions have been omitted in this agreement or these Conditions of Sale these omissions shall be corrected by adding and considering as agreed those legally valid provisions which the contracting parties would have agreed based on the economic objectives of the agreement and the purpose of these Conditions of Sale had they been aware of the omitted provision.

If the contracting party is a businessman within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, the exclusive - also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered offices in Oldenburg. However, we shall also have the right to bring an action at the contracting party’s registered office or place of residence.

The Agreement shall be governed exclusively by the law of the Federal Republic of Germany excluding the UN Convention on the International Sale of Goods (CISG).

VIEROL Aktiengesellschaft – Karlstraße 19 – D 26123 Oldenburg, Germany
Stand: 01.09.2011

TERMS OF WARRANTY

Conditions for handling terms of warranty and transport damage for VIEROL AG
(Version January 2018)

Through these terms of warranty we are informing you of the further course of action, necessary information and documents for the submission of the warranty.

1. Return address/Contact data

Please return all items only to the following address:

VIEROL AG
Logistikzentrum
Handelshof 1
26180 Rastede
Email: reklemation@vierol.de

2. Necessary documentation

The warranty claim (e.g. GVA form) must be completed in full and should be factually correct and comprehensible. Reasons for complaint such as “defective”, “damaged” are not accepted since they are neither comprehensible nor can be technically checked.

Assembly and disassembly bills are necessary for each individual warranty claim. Subsequent cost claims, in particular assembly costs must be clearly distinguished from each other and verified on the basis of initial assembly and disassembly bills of the same workshop and attached to the returned item when filing a claim. An error log is mandatory for electronic components. Illustrations of the damages to the vehicle are helpful for technical checking. Costs can only be claimed by the workshop that purchased and assembled the VEMO, VAICO or ACKOJA product. Please note that in case of missing and incomprehensible instructions or documents, unnecessary inquiries and delays in processing can occur. We reserve the right to return without technical checking in this context. Occurring and spent costs can be entered in the bill, if required.

3. Warranty period

The warranty period for new VEMO, VAICO and ACKOJA quality products, used products, repairs and batteries is strictly 12 months from the VIEROL billing date. The warranty period for product groups and products that belong to the exhaust system (e.g. EGR valves or throttle bodies) and are subject to increased wear, in particular due to incorrect engine settings, is maximum 12 months from the VIEROL billing date or 10.000 KM mileage. We refer to § 445b BGB (German Civil Code) with regard to limitation of regress claims.

4. Checking and handling submitted claims

The returned products undergo a technical check in our company or are given to the corresponding manufacturing workshop or a testing institute appointed by us for a complete analysis. Please note that a so-called destructive component testing can be done in this case. This means that the returned component no longer is in the same state as when sent and could be destroyed during testing. We reserve the right to charge you for the verifiable costs (testing charges, etc.) incurred during the technical testing of the cases. Only after the testing has been completed can a decision be made about compensation or rejection. In case of a rejection, you will naturally receive all old components and third-party ware, etc. to our discharge. If a case is approved, we will refund the original sales price in the bill at the time of first assembly. In case of a subsequent cost claim, we focus on the work values ​​stated in TecDoc (repair specification time of the respective vehicle manufacturer) and multiply this value with a market-based hourly rate. Follow-up costs are always shown net on the credit note, since this is a so-called genuine compensation according to BGB (see § 347, § 463 and § 635 BGB). Credit notes are made without acknowledgement of legal obligation and subject to a rejection by our quality management process or the quality management of our certified pre-suppliers as determined during quality inspections. We reserve the right to make such subsequent debits in this regard. Deductions or debits cannot be accepted by VIEROL AG before the end of the testing.

Please note that VIEROL AG is only liable for material defects that are due to material or manufacturing defects. This does not apply to damage caused by repair attempts by non-specialists, damage due to interference with the component, improper use, failure to follow the assembly instructions, faulty assembly, etc.

Warranty obligations do not exist if the error or damage is caused by

  • the object of purchase has been improperly handled or overstressed, e.g. in motor sport competitions.
  • the buyer has not complied with the regulations on the handling, maintenance and care of the object of purchase.

Natural wear and tear is excluded from the warranty, unless there is evidence of a manufacturing or material defect.

5. Warranty of wearing parts

The warranty of wearing parts such as chassis, steering and brake parts, filters and parts of the exhaust system is limited to the mileage according to current vehicle manufacturer information.

6. Transport damages

All deliveries of goods must be checked for completeness and integrity immediately upon receipt of the goods.

If there is an external damage of the product upon delivery, please inform this directly to the respective carrier/service provider upon delivery. Please also document the damage with photos and send it to us immediately. For further processing please send us a copy of the delivery note and if required the invoice and also the item.