Terms and Conditions
1 Scope, Form
(1) These General Terms and Conditions of Sale (GTC) apply to all business relationships between AVNSON GmbH, Sternstraße 81a, 20357 Hamburg (“we”) and our customers (“Customer”). The GTC apply only if the Customer is a business entity (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law; they do not apply to consumers.
(2) These General Terms and Conditions of Sale apply in particular to contracts for the sale and/or delivery of cargo bikes, bicycles, accessories for use with bicycles and cargo bikes, and other movable property (collectively: “Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code (BGB)). Unless otherwise agreed, the General Terms and Conditions, in the version valid at the time of the customer’s order or, in any case, in the version most recently communicated to the customer in writing, shall apply as a framework agreement also to similar future contracts, without our having to refer to them again in each individual case, even if we fulfil an order from the customer without specifically referring to these General Terms and Conditions.
(3) Our General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall become part of the contract only if and to the extent that we have expressly agreed to their applicability as part of an individual agreement reached with the customer. This requirement for consent applies in all cases, including, for example, when we carry out delivery to the customer without reservation while being aware of the customer’s General Terms and Conditions.
(4) Individual agreements made with the customer on a case-by-case basis (including ancillary agreements, additions, and amendments) shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, the content of such agreements shall be governed by a contract or our confirmation, in each case in writing.
(5) Legally significant statements and notices from the customer regarding the contract (e.g., setting a deadline, notice of defects, withdrawal, or reduction in price) must always be submitted in writing (e.g., letter, email). Statutory formal requirements and further evidence—particularly in cases of doubt regarding the legitimacy of the person making the declaration—remain unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions therefore apply to the extent that they are not directly amended or expressly excluded in these General Terms and Conditions.
2. Conclusion of the Contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogues, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to standards), other product descriptions, or documents—e.g., in electronic form—for which we reserve ownership rights and copyrights.
(2) The buyer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise specified in the order, we are entitled to accept this offer to enter into a contract within two weeks of its receipt by us.
(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by delivering the goods to the buyer.
3 Delivery Time and Delay in Delivery
(1) The delivery time is agreed upon on a case-by-case basis or specified by us upon acceptance of the order. Unless otherwise specified, the delivery time is approximately 3 weeks from the date the contract is concluded.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we will notify the buyer immediately and, at the same time, provide the expected new delivery deadline. If the service remains unavailable even within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any payment already made by the customer. In this context, a case of unavailability of the service is deemed to include, in particular, a failure by our supplier to deliver to us on time, provided that we have entered into a corresponding hedging transaction, neither we nor our supplier are at fault, or we are not obligated to procure the goods in the specific case.
(3) The occurrence of a delay in delivery on our part is determined in accordance with statutory provisions. In any case, however, a written notice of default from the buyer is required. If we are in default of delivery, the customer may claim compensation for damages resulting from the delay, up to a maximum of 5% of the delivery value of the delayed goods, provided that we are not liable for wilful misconduct or gross negligence. We reserve the right to prove that the customer incurred no damages at all or only damages significantly less than the above-mentioned lump-sum amount.
(4) The customer’s rights under § 8 of these General Terms and Conditions and our statutory rights—in particular in the event of an exemption from the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance)—remain unaffected.
4 Delivery, Transfer of Risk, Default in Acceptance, Contractual Relationship
(1) Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the customer’s request and expense, the goods will be shipped to a different destination (sale with shipping). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, route, and packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer no later than upon delivery. In the case of a sale by shipment, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the shipping agent, the carrier, or any other person or entity designated to carry out the shipment. To the extent that an acceptance has been agreed upon, such acceptance shall determine the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place even if the customer is in default of acceptance.
(3) If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to demand compensation for the resulting damages, including additional expenses (e.g., storage costs).
(4) The following applies to products that are not fully assembled, as well as accessories and other items intended for installation or assembly: We strongly recommend that the customer, in all cases, have the purchased item professionally assembled and properly maintained by sufficiently qualified personnel in accordance with the manufacturer’s instructions. After assembly, qualified personnel must perform a functional and safety test on all products (to the extent possible given the nature of the part). The manufacturers’ operating, maintenance, and care instructions must be followed in all cases. We are not liable for damages resulting from improper installation and/or operation or improper care or maintenance that are not attributable to us and are not caused by a defect in the purchased item or by defective installation instructions. In such cases, the customer must reimburse us for the costs of inspecting and processing an unfounded defect report.
(5) If the customer is a reseller, distributor, or otherwise transfers the delivered products to third parties, the customer shall ensure that the duties of care and obligations set forth in Section 4 are also communicated to the respective recipient and that the delivered products are transferred to third parties only together with the corresponding instructions, documentation, and safety information.
(6) Unless otherwise expressly agreed, the granting, approval, or disbursement of subsidies (particularly for electric bicycles and cargo bikes) does not constitute the basis for contracts concluded with us; a denial or demand for repayment of subsidies does not entitle either party to rescind the contract, reduce the price, or otherwise modify the contract.
(7) The customer must verify, prior to placing an order, whether the ordered goods are suitable for their needs. We may consider all communications from the customer within the scope of the contractual relationship to be correct and accurate in content and are not obligated to verify them. We will notify the customer of any inaccuracies we discover, and the customer is then obligated to provide a correction without delay. In the event of incorrect orders placed by the customer for which we are not responsible—in particular, errors regarding the characteristics of the goods for which we are not at fault—we are not obligated to accept returns or provide replacement shipments. If we agree to a replacement shipment, the customer shall bear all resulting additional costs.
(8) We may communicate with the customer via email in connection with the contractual relationship. The customer must ensure that the email address provided for order processing is correct and that no settings or filters on the customer’s end prevent the receipt of contract-related emails.
5. Prices and Payment Terms
(1) Unless otherwise agreed in individual cases, our prices in effect at the time the contract is concluded shall apply, ex warehouse in Hamburg, plus applicable sales tax.
(2) In the case of mail-order sales (Section 4(1)), the customer is responsible for shipping costs from the warehouse and the cost of any shipping insurance requested by the buyer. The customer is also responsible for any customs duties, fees, taxes, and other public charges.
(3) The purchase price is due and payable within 14 days of the invoice date. We are entitled at any time, even within the context of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We shall declare such a reservation no later than upon confirmation of the order. If the customer is in default with respect to us, we are entitled to subsequently require prepayment for all ongoing delivery relationships and transactions with the customer and to make delivery contingent upon the customer’s payment.
(4) Upon expiration of the above payment deadline, the customer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages resulting from the default. With respect to merchants, our claim to commercial interest on overdue payments (Section 353 of the German Commercial Code (HGB)) remains unaffected.
(5) The customer is entitled to set-off or retention rights only to the extent that the customer’s claim has been legally established or is undisputed. In the event of defects in the delivery, the customer’s counterclaims—in particular those under § 7(6), second sentence, of these General Terms and Conditions—remain unaffected.
(6) If, after the conclusion of the contract, it becomes apparent (e.g., through a petition to commence insolvency proceedings) that our claim to the purchase price is at risk due to the customer’s inability to pay, we are entitled, in accordance with statutory provisions, to refuse performance and —if applicable, after setting a deadline—to withdraw from the contract. In the case of contracts for the manufacture of non-replaceable items (custom-made products), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
6 Retention of Title
(1) We reserve title to the goods sold until all of our current and future claims arising from the sales contract and any ongoing business relationship (secured claims) have been paid in full.
(2) The goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The customer must notify us immediately in writing if a petition for the commencement of insolvency proceedings is filed or if third parties (e.g., through attachments) seize the goods belonging to us.
(3) In the event of a breach of contract by the customer, in particular failure to pay the purchase price when due, we are entitled, in accordance with statutory provisions, to rescind the contract and/or to demand the return of the goods based on the retention of title. A demand for the return of the goods does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price when due, we may assert these rights only if we have previously set the customer a reasonable deadline for payment without success, or if setting such a deadline is not required under applicable law.
§ 7 Customer Claims for Defects
(1) Unless otherwise specified below, the statutory provisions apply to the customer’s rights in the event of material defects and defects of title (including incorrect or incomplete deliveries, as well as improper installation or defective installation instructions). In all cases, the special statutory provisions regarding the final delivery of unprocessed goods to a consumer remain unaffected, even if the consumer has further processed them (supplier recourse pursuant to Sections 478 of the German Civil Code (BGB)). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another business, e.g., by incorporation into another product.
(2) Our liability for defects is based primarily on the agreement regarding the quality of the goods. All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us (in particular in catalogues or on our website) at the time the contract was concluded shall be deemed to constitute an agreement regarding the quality of the goods.
(3) To the extent that the quality has not been agreed upon, the existence of a defect shall be determined in accordance with statutory provisions (Section 434(1), sentences 2 and 3 of the German Civil Code (BGB)). However, we assume no liability for public statements made by the manufacturer or other third parties (e.g., advertising claims) that the customer has not indicated to us as being decisive for their purchase decision.
(4) As a general rule, we are not liable for defects that the customer is aware of at the time the contract is concluded or fails to identify due to gross negligence. Furthermore, the customer’s claims for defects are contingent upon the customer having fulfilled its statutory obligations to inspect the goods and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). For goods intended for installation or other further processing, an inspection must in any case be conducted immediately prior to processing. If a defect becomes apparent upon delivery, during inspection, or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 5 business days of delivery, and defects not detectable during inspection must be reported within the same period from the time of discovery. If the customer fails to conduct a proper inspection and/or report defects, our liability for defects that were not reported, or were not reported in a timely or proper manner, is excluded in accordance with statutory provisions.
(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the required remedial performance contingent upon the customer’s payment of the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
(7) The customer must provide us with the time and opportunity necessary to perform the required remedial action, in particular by handing over the goods subject to complaint for inspection. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include either the removal of the defective item or its reinstallation, unless we were originally obligated to install it.
(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance—in particular, transportation, travel, labour, and material costs, as well as, if applicable, removal and installation costs—in accordance with statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular, inspection and transportation costs), unless the absence of a defect was not apparent to the buyer.
(9) In urgent cases—for example, if operational safety is at risk or to prevent disproportionate damage—the customer has the right to remedy the defect themselves and to demand reimbursement from us for the expenses objectively necessary to do so. We must be notified of such self-remediation immediately, and in advance if possible. The right to self-remediation does not apply if we would be entitled to refuse corresponding subsequent performance in accordance with statutory provisions.
(10) If the remedy has failed, or if a reasonable period for remedy to be set by the buyer has expired without result or is not required under statutory provisions, the customer may rescind the purchase contract or reduce the purchase price. However, there is no right of rescission in the case of a minor defect.
(11) The customer’s claims for damages or reimbursement of futile expenses, even in the case of defects, are limited to the provisions of § 8 and are otherwise excluded.
(12) Unless otherwise specified, our products are approved for use on public roads only in the Federal Republic of Germany. If the customer places our products on the market outside the Federal Republic of Germany, the customer is responsible for complying with the regulations in effect in the respective destination country.
8 Other Liability
(1) Unless otherwise provided in these General Terms and Conditions, including the provisions below, we shall be liable for any breach of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We are liable for damages—regardless of the legal basis—under the principle of fault-based liability in cases of wilful misconduct and gross negligence. In cases of simple negligence, we are liable—subject to statutory limitations on liability (e.g., the standard of care required in one’s own affairs; minor breaches of duty)—only
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from a breach of a material contractual obligation (an obligation without the fulfilment of which the proper performance of the contract would not be possible in the first place, and on the fulfilment of which the other party regularly relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damages.
(3) The limitations of liability set forth in paragraph 2 also apply with respect to third parties, as well as in the event of breaches of duty by persons (including for their benefit) for whose fault we are liable under statutory provisions, and by analogy to any claims for reimbursement of expenses against us. They do not apply if a defect was fraudulently concealed or if a guarantee regarding the quality of the goods was provided, nor do they apply to claims by the customer under the Product Liability Act.
(4) In the event of a breach of obligation that does not constitute a defect, the customer may rescind the contract or terminate it only if we are responsible for the breach. Any unrestricted right of the customer to terminate the contract (in particular pursuant to Sections 650 and 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences apply.
9 Quality and Warranties.
(1) Our specifications regarding the subject matter of the delivery and service (e.g., dimensions and other technical data), as well as our representations thereof (e.g., drawings and illustrations), do not constitute guaranteed characteristics, but rather descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations resulting from legal requirements or constituting technical improvements, as well as the replacement of components and materials with equivalent components and materials, are permissible provided they do not impair the suitability for the contractually intended purpose. The customer must notify us in writing (e.g., by email) in a timely manner prior to the conclusion of the contract of any special requirements regarding our products. However, such notifications do not expand our contractual obligations or liability. Unless otherwise expressly agreed, we are only obligated to deliver the ordered products as goods that are marketable and eligible for registration in the Federal Republic of Germany. The customer is not granted any rights of use to the trademarks, designs, and styles provided by us in connection with our products.
(2) A warranty shall be deemed to have been assumed by us only if we have designated a characteristic and/or a performance outcome as “legally guaranteed” in writing or in electronic form (e.g., email).
10 Statute of Limitations
(1) Notwithstanding the statutory provisions, the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins upon acceptance.
(2) If the goods consist of a structure or an item that, in accordance with its customary use, was used in a structure and caused its defectiveness (building material), the statute of limitations period, in accordance with statutory provisions, is 5 years from delivery. This is without prejudice to other mandatory special statutory provisions regarding the statute of limitations (in particular Section 438(1)(1), (3), Sections 444, 445b of the German Civil Code (BGB)).
(3) The above-mentioned limitation periods under sales law also apply to the customer’s contractual and non-contractual claims for damages arising from a defect in the goods, unless the application of the standard statutory limitation period would result in a shorter limitation period in a specific case. The customer’s claims for damages pursuant to § 8(2), sentences 1 and 2(a), as well as under the Product Liability Act, are subject exclusively to the statutory limitation periods.
11 Choice of Law and Jurisdiction
(1) These General Terms and Conditions and the contractual relationship between us and the customer shall be governed by the laws of the Federal Republic of Germany, to the exclusion of international uniform laws, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant as defined by the German Commercial Code (Handelsgesetzbuch), a legal entity under public law, or a special fund under public law, the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Munich. The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the customer’s general place of jurisdiction. Overriding statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.
General Terms and Conditions
1 Scope, form
These General Terms and Conditions of Sale (GTC) apply to all business relationships of AVNSON GmbH, Sternstraße 81a, 20357 Hamburg (“we”) with our customers (“Customer”). These GTC apply only where the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law, but not to consumers.
These GTC apply in particular to contracts for the sale and/or delivery of cargo bikes, bicycles, accessories for use with bicycles and cargo bikes and other movable goods (collectively, “Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the version of these GTC valid at the time of the Customer’s order or, in any event, the version most recently communicated to the Customer in text form shall also apply as a framework agreement to similar future contracts without our having to refer to them again in each individual case, including where we execute an order without separate reference to these GTC.
Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall become part of the contract only if and to the extent that we have expressly agreed to their application in an individually negotiated agreement with the Customer. This consent requirement applies in all cases, including where we make delivery without reservation despite being aware of the Customer’s terms and conditions.
Individual agreements made with the Customer in a particular case (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GTC. Subject to proof to the contrary, the content of such agreements shall be governed by the contract or our confirmation, in each case in text form.
Legally relevant declarations and notices by the Customer relating to the contract (e.g. setting deadlines, notice of defects, withdrawal or reduction) must always be made in text form (e.g. letter, email). Statutory formal requirements and further evidence, in particular where there are doubts as to the authority of the person making the declaration, remain unaffected.
References to statutory provisions are for clarification only. Even without such clarification, statutory provisions therefore apply unless directly modified or expressly excluded by these GTC.
2 Conclusion of contract
Our offers are non-binding and subject to change. This also applies where we provide the Customer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to standards), other product descriptions or documents, including in electronic form, in which we reserve ownership and copyright.
The buyer’s order for the Goods shall constitute a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within two weeks of receipt by us.
Acceptance may be declared either in text form (e.g. by order confirmation) or by delivery of the Goods to the buyer.
3 Delivery period and delay in delivery
The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately 3 weeks from conclusion of the contract.
If we are unable to comply with binding delivery periods for reasons for which we are not responsible (unavailability of performance), we shall inform the buyer without undue delay and at the same time provide the expected new delivery period. If performance is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already paid by the Customer shall be refunded without undue delay. Unavailability of performance includes, in particular, failure of our supplier to supply us on time where we have concluded a corresponding covering transaction, neither we nor our supplier is at fault, or we are not obliged to procure in the individual case.
The occurrence of delay in delivery on our part shall be governed by statutory provisions. In all cases, however, a reminder by the buyer is required. If we are in delay, the Customer may claim compensation for damage caused by the delay, but in total no more than 5% of the delivery value of the Goods delivered late, unless we are liable for intent or gross negligence. We reserve the right to prove that the Customer suffered no damage or significantly less damage than the above lump sum.
The Customer’s rights pursuant to Section 8 of these GTC and our statutory rights, in particular where the obligation to perform is excluded (e.g. due to impossibility or unreasonable performance and/or cure), remain unaffected.
4 Delivery, transfer of risk, default of acceptance, contractual relationship
Delivery shall be ex warehouse, which is also the place of performance for delivery and any cure. At the Customer’s request and expense, the Goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves, in particular the carrier, shipping route and packaging.
The risk of accidental loss and accidental deterioration of the Goods shall pass to the buyer no later than upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass upon delivery of the Goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. Where acceptance has been agreed, acceptance shall determine the transfer of risk. Otherwise, the statutory provisions on contracts for work and services shall apply accordingly to agreed acceptance. Handover or acceptance shall be deemed to have occurred if the Customer is in default of acceptance.
If the Customer is in default of acceptance, fails to cooperate or our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to claim compensation for resulting damage including additional expenses (e.g. storage costs).
For products that are not fully assembled, as well as accessories and other items intended for installation or assembly, the following applies: we strongly recommend that the Customer in all cases have the purchased item professionally assembled and properly maintained by sufficiently qualified personnel in accordance with the manufacturer’s instructions. After assembly, all products must, where possible having regard to the nature of the part, undergo a functional and safety inspection by qualified personnel. The manufacturers’ operating, maintenance and care instructions must always be observed. We are not liable for damage for which we are not responsible and which is not caused by a defect in the purchased item or defective assembly instructions, where such damage results from improper installation and/or operation or improper care or maintenance. In this case, the Customer shall reimburse us for the costs of inspecting and processing an unfounded notice of defect.
If the Customer is a reseller or dealer or otherwise transfers delivered products to third parties, the Customer shall ensure that the duties of care and obligations under the preceding Section 4 are communicated to the respective purchaser and that delivered products are transferred to third parties only together with the associated instructions, documentation and safety information.
Unless expressly agreed otherwise, the granting, approval or payment of subsidies (in particular for electric bicycles/cargo bikes) is not a basis of contracts concluded with us; refusal or repayment of subsidies shall not give either party a right of withdrawal, reduction or other adjustment of the contract.
Before ordering, the Customer must check whether the ordered Goods are suitable for its needs. We may treat all communications from the Customer in the contractual relationship as correct and accurate and are not obliged to verify them. We shall inform the Customer of any inaccuracies we identify, whereupon the Customer is obliged to provide a correction without undue delay. In the case of incorrect orders for which we are not responsible, in particular errors concerning properties of the Goods for which we are not at fault, we are not obliged to take back the Goods or provide a replacement. If we agree to a replacement delivery, the Customer shall bear all resulting additional costs.
We may communicate with the Customer by email in the context of the contractual relationship. The Customer must ensure that the email address provided for order processing is correct and that no settings or filter mechanisms prevent receipt of contract-related emails.
5 Prices and payment terms
Unless otherwise agreed in an individual case, our prices current at the time the contract is concluded shall apply ex warehouse Hamburg plus statutory VAT.
In the case of a sale by dispatch (Section 4(1)), the Customer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Customer.
The purchase price is due and payable within 14 days of invoicing. Even within an ongoing business relationship, we are entitled at any time to make delivery in whole or in part only against advance payment. We shall declare any such reservation no later than with the order confirmation. If the Customer is in default towards us, we are entitled to require advance payment subsequently for all ongoing supply relationships and transactions with the Customer and to make delivery dependent on payment by the Customer.
Upon expiry of the above payment period, the Customer shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to claim further damage caused by delay. As against merchants, our claim to commercial maturity interest pursuant to Section 353 HGB remains unaffected.
The Customer shall have rights of set-off or retention only to the extent that its claim has been finally adjudicated or is undisputed. In the event of defects in delivery, the Customer’s counter-rights, in particular pursuant to Section 7(6) sentence 2 of these GTC, remain unaffected.
If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is endangered by the Customer’s lack of ability to perform, we are entitled under statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract. In contracts for the manufacture of non-fungible goods (custom-made items), we may declare withdrawal immediately; statutory provisions concerning cases where setting a deadline is unnecessary remain unaffected.
6 Retention of title
We retain title to the Goods sold until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The Customer shall notify us without undue delay in text form if an application to open insolvency proceedings is filed or if third parties take action against Goods belonging to us (e.g. seizure).
In the event of conduct by the Customer in breach of contract, in particular non-payment of the purchase price when due, we are entitled under statutory provisions to withdraw from the contract and/or demand return of the Goods on the basis of retention of title. A demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled merely to demand return of the Goods and reserve withdrawal. If the Customer fails to pay the purchase price when due, we may exercise these rights only if we have previously set the Customer a reasonable payment deadline without success or such a deadline is unnecessary under statutory provisions.
7 Customer claims for defects
The statutory provisions shall apply to the Customer’s rights in the event of material and legal defects (including incorrect or short delivery as well as improper assembly or defective assembly instructions), unless otherwise provided below. In all cases, statutory special provisions for final delivery of unprocessed Goods to a consumer remain unaffected, even where the consumer has further processed them (supplier recourse pursuant to Sections 478 BGB). Claims based on supplier recourse are excluded if the defective Goods have been further processed by the buyer or another entrepreneur, e.g. by installation in another product.
The basis of our liability for defects is above all the agreement made regarding the quality of the Goods. All product descriptions and manufacturer information that are the subject of the individual contract or were publicly announced by us, in particular in catalogues or on our website, at the time the contract was concluded shall be deemed agreements as to quality.
Where quality has not been agreed, the existence of a defect shall be determined in accordance with statutory provisions (Section 434(1) sentences 2 and 3 BGB). We do not, however, assume liability for public statements by the manufacturer or other third parties (e.g. advertising statements) to which the Customer did not specifically draw our attention as decisive for its purchase decision.
As a rule, we are not liable for defects known to the Customer at the time of conclusion of the contract or unknown due to gross negligence. In addition, the Customer’s claims for defects require that it has complied with its statutory inspection and notification duties (Sections 377, 381 HGB). Goods intended for installation or further processing must in all cases be inspected immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified without undue delay in text form. In all cases, obvious defects must be reported in text form within 5 working days of delivery and defects not detectable during inspection within the same period after discovery. If the Customer fails to carry out proper inspection and/or notification of defects, our liability for the defect not reported, not reported in time or not properly reported shall be excluded in accordance with statutory provisions.
If the delivered item is defective, we may initially choose whether to provide cure by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). Our right to refuse cure under statutory conditions remains unaffected.
We are entitled to make the cure owed dependent on the Customer paying the purchase price due. The Customer is, however, entitled to retain a reasonable portion of the purchase price in proportion to the defect.
The Customer shall provide us with the time and opportunity required for the cure owed, in particular by handing over the Goods complained of for inspection. In the event of replacement delivery, the Customer shall return the defective item to us in accordance with statutory provisions. Cure does not include removal of the defective item or re-installation if we were not originally obliged to install it.
Expenses necessary for inspection and cure, in particular transport, travel, labour and material costs and, where applicable, removal and installation costs, shall be borne or reimbursed by us in accordance with statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for costs arising from an unjustified request for defect remedy, in particular inspection and transport costs, unless the absence of a defect was not apparent to the buyer.
In urgent cases, e.g. where operational safety is endangered or disproportionate damage must be prevented, the Customer has the right to remedy the defect itself and demand reimbursement from us of objectively necessary expenses. We must be informed without undue delay and, where possible, in advance of such self-remedy. The right of self-remedy does not apply if we would be entitled to refuse corresponding cure under statutory provisions.
If cure has failed or a reasonable period to be set by the buyer for cure has expired without success or is unnecessary under statutory provisions, the Customer may withdraw from the purchase contract or reduce the purchase price. There is, however, no right of withdrawal in the case of an insignificant defect.
Claims by the Customer for damages or reimbursement of wasted expenditure, including in the case of defects, exist only in accordance with Section 8 and are otherwise excluded.
Where stated, road approval for our products has been granted only for the Federal Republic of Germany. If the Customer places our products on the market outside the Federal Republic of Germany, the Customer is responsible for compliance with the regulations applicable in the relevant destination country.
8 Other liability
Unless otherwise provided in these GTC, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
We shall be liable in damages – irrespective of legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, subject to statutory limitations of liability (e.g. diligence in one’s own affairs; insignificant breach of duty), we shall be liable only
a) for damage resulting from injury to life, body or health,
b) for damage resulting from breach of a material contractual obligation (an obligation whose fulfilment is essential to proper performance of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable damage typically occurring.
The limitations of liability arising from paragraph 2 also apply vis-à-vis third parties and in the event of breaches of duty by persons for whose fault we are responsible under statutory provisions, including for their benefit, and accordingly to all claims for reimbursement of expenses against us. They do not apply where a defect has been fraudulently concealed or a guarantee as to the quality of the Goods has been assumed, nor to Customer claims under the Product Liability Act.
For a breach of duty that does not consist of a defect, the Customer may withdraw or terminate only if we are responsible for the breach. Any free right of termination by the Customer, in particular pursuant to Sections 650 and 648 BGB, is excluded. Otherwise, statutory requirements and legal consequences apply.
9 Quality and guarantees
Our information concerning the subject matter of delivery and performance (for example dimensions and other technical data) as well as our representations thereof (for example drawings and illustrations) are not guaranteed characteristics but descriptions or identifications of the delivery or performance. Customary deviations and deviations resulting from legal requirements or technical improvements, as well as replacement of elements and materials by equivalent components and materials, are permitted insofar as they do not impair suitability for the contractually intended purpose. The Customer must inform us in good time before conclusion of the contract in text form (e.g. by email) of any special requirements for our products. Such information does not, however, extend our contractual obligations and liability. Unless expressly agreed otherwise, we are obliged only to deliver the ordered products as goods eligible for road use and approval in the Federal Republic of Germany. No rights of use are granted to the Customer in respect of trademarks, designs and other design elements made available by us with our products.
A guarantee shall be deemed assumed by us only if we have designated a characteristic and/or performance result in writing or electronic form (e.g. email) as “legally guaranteed”.
10 Limitation periods
In deviation from statutory provisions, the general limitation period for claims arising from material and legal defects is one year from delivery. Where acceptance has been agreed, the limitation period begins upon acceptance.
If the Goods are a building or an item that has been used for a building in accordance with its customary use and caused the building to be defective (building material), the limitation period is 5 years from delivery in accordance with statutory provisions. Further mandatory statutory special rules on limitation remain unaffected, in particular Section 438(1) no. 1, paragraph 3 and Sections 444, 445b BGB.
The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the Customer based on a defect in the Goods, unless application of the regular statutory limitation period would result in a shorter limitation period in the individual case. Claims for damages by the Customer pursuant to Section 8(2) sentence 1 and sentence 2(a) and under the Product Liability Act are subject exclusively to statutory limitation periods.
11 Governing law and jurisdiction
These GTC and the contractual relationship between us and the Customer are governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Munich. The same applies where the Customer is an entrepreneur within the meaning of Section 14 BGB. We are, however, in all cases also entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prevailing individual agreement, or at the Customer’s general place of jurisdiction. Mandatory statutory provisions, in particular concerning exclusive jurisdiction, remain unaffected.
Terms and Conditions
AVNSON | General Terms and Conditions of Sale
- 1 Scope, Form
(1) These General Terms and Conditions of Sale (GTC) apply to all business relationships between AVNSON GmbH, Sternstraße 81a, 20357 Hamburg (“we”) and our customers (“Customer”). The GTC apply only if the Customer is a business entity (Section 14 of the German Civil Code (BGB)), a legal entity under public law, or a special fund under public law; they do not apply to consumers.
(2) These General Terms and Conditions of Sale apply in particular to contracts for the sale and/or delivery of cargo bikes, bicycles, accessories for use with bicycles and cargo bikes, and other movable property (collectively: “Goods”), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code (BGB)). Unless otherwise agreed, the General Terms and Conditions, in the version valid at the time of the customer’s order or, in any case, in the version most recently communicated to the customer in writing, shall apply as a framework agreement also to similar future contracts, without our having to refer to them again in each individual case, even if we fulfil an order from the customer without specifically referring to these General Terms and Conditions.
(3) Our General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall become part of the contract only if and to the extent that we have expressly agreed to their applicability as part of an individual agreement reached with the customer. This requirement for consent applies in all cases, including, for example, when we carry out delivery to the customer without reservation while being aware of the customer’s General Terms and Conditions.
(4) Individual agreements made with the customer on a case-by-case basis (including ancillary agreements, additions, and amendments) shall in all cases take precedence over these General Terms and Conditions. Subject to proof to the contrary, the content of such agreements shall be governed by a contract or our confirmation, each in writing.
(5) Legally significant statements and notices from the customer regarding the contract (e.g., setting a deadline, notice of defects, withdrawal, or reduction in price) must always be submitted in writing (e.g., letter, email). Statutory formal requirements and further evidence—particularly in cases of doubt regarding the legitimacy of the person making the declaration—remain unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions therefore apply to the extent that they are not directly amended or expressly excluded in these General Terms and Conditions.
- 2. Conclusion of the Contract
(1) Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogues, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to standards), other product descriptions, or documents—e.g., in electronic form—for which we reserve ownership rights and copyrights.
(2) The buyer’s order for the goods shall be deemed a binding offer to enter into a contract. Unless otherwise specified in the order, we are entitled to accept this offer to enter into a contract within two weeks of its receipt by us.
(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the buyer.
- 3 Delivery Time and Delay in Delivery
(1) The delivery time is agreed upon on a case-by-case basis or specified by us upon acceptance of the order. Unless otherwise specified, the delivery time is approximately 3 weeks from the date the contract is concluded.
(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of the service), we will notify the buyer immediately and, at the same time, provide the expected new delivery deadline. If the service remains unavailable even within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any consideration already paid by the customer. In this context, a case of unavailability of the service is deemed to include, in particular, a failure by our supplier to deliver to us on time, provided that we have entered into a corresponding hedging transaction, neither we nor our supplier are at fault, or we are not obligated to procure the goods in the specific case.
(3) The occurrence of a delay in delivery on our part is determined in accordance with statutory provisions. In any case, however, a written notice of default from the buyer is required. If we are in default of delivery, the customer may claim compensation for damages resulting from the delay, up to a maximum of 5% of the delivery value of the delayed goods, provided that we are not liable for wilful misconduct or gross negligence. We reserve the right to prove that the customer incurred no damages at all or only damages significantly less than the above-mentioned lump-sum amount.
(4) The customer’s rights under § 8 of these General Terms and Conditions and our statutory rights—in particular in the event of an exemption from the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance)—remain unaffected.
- 4 Delivery, Transfer of Risk, Default in Acceptance, Contractual Relationship
(1) Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the customer’s request and expense, the goods will be shipped to a different destination (sale with shipping). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, route, and packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer no later than upon delivery. In the case of a sale by shipment, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the shipping agent, the carrier, or any other person or entity designated to carry out the shipment. To the extent that an acceptance has been agreed upon, such acceptance shall determine the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place even if the customer is in default of acceptance.
(3) If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to demand compensation for the resulting damages, including additional expenses (e.g., storage costs).
(4) The following applies to products that are not fully assembled, as well as accessories and other items intended for installation or assembly: We strongly recommend that the customer, in all cases, have the purchased item professionally assembled and properly maintained by sufficiently qualified personnel in accordance with the manufacturer’s instructions. After assembly, qualified personnel must perform a functional and safety test on all products (to the extent possible given the nature of the part). The manufacturers’ operating, maintenance, and care instructions must be followed in all cases. We are not liable for damages resulting from improper installation and/or operation or improper care or maintenance that are not attributable to us and are not caused by a defect in the purchased item or by defective installation instructions. In such cases, the customer must reimburse us for the costs of inspecting and processing an unfounded defect report.
(5) If the customer is a reseller, distributor, or otherwise transfers the delivered products to third parties, the customer shall ensure that the duties of care and obligations set forth in Section 4 are also communicated to the respective recipient and that the delivered products are transferred to third parties only together with the corresponding instructions, documentation, and safety information.
(6) Unless otherwise expressly agreed, the granting, approval, or disbursement of subsidies (particularly for electric bicycles and cargo bikes) does not constitute the basis for contracts concluded with us; a denial or demand for repayment of subsidies does not entitle either party to rescind the contract, reduce the price, or otherwise modify the contract.
(7) The customer must verify, prior to placing an order, whether the ordered goods are suitable for their needs. We may consider all communications from the customer within the scope of the contractual relationship to be correct and accurate in content and are not obligated to verify them. We will notify the customer of any inaccuracies we discover, and the customer is then obligated to provide a correction without delay. In the event of incorrect orders placed by the customer for which we are not responsible—in particular, errors regarding the characteristics of the goods for which we are not at fault—we are not obligated to accept returns or provide replacement shipments. If we agree to a replacement shipment, the customer shall bear all resulting additional costs.
(8) We may communicate with the customer via email in connection with the contractual relationship. The customer must ensure that the email address provided for order processing is correct and that no settings or filters on the customer’s end prevent the receipt of contract-related emails.
- 5. Prices and Payment Terms
(1) Unless otherwise agreed in individual cases, our prices in effect at the time the contract is concluded shall apply, ex warehouse in Hamburg, plus applicable sales tax.
(2) In the case of mail-order sales (Section 4(1)), the customer is responsible for shipping costs from the warehouse and the cost of any shipping insurance requested by the buyer. The customer is also responsible for any customs duties, fees, taxes, and other public charges.
(3) The purchase price is due and payable within 14 days of the invoice date. We are entitled at any time, even within the context of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We shall declare such a reservation no later than upon confirmation of the order. If the customer is in default of payment to us, we are entitled to subsequently require prepayment for all ongoing delivery relationships and transactions with the customer and to make delivery contingent upon the customer’s payment.
(4) Upon expiration of the above payment deadline, the customer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages resulting from the default. With respect to merchants, our claim to commercial interest on overdue payments (Section 353 of the German Commercial Code (HGB)) remains unaffected.
(5) The customer is entitled to set-off or retention rights only to the extent that the customer’s claim has been legally established or is undisputed. In the event of defects in the delivery, the customer’s counterclaims—in particular those under § 7(6), second sentence, of these General Terms and Conditions—remain unaffected.
(6) If, after the conclusion of the contract, it becomes apparent (e.g., through a petition to commence insolvency proceedings) that our claim to the purchase price is at risk due to the customer’s inability to pay, we are entitled, in accordance with statutory provisions, to refuse performance and —if applicable, after setting a deadline—to withdraw from the contract. In the case of contracts for the manufacture of non-replaceable items (custom-made products), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.
- 6 Retention of Title
(1) We reserve title to the goods sold until all of our current and future claims arising from the sales contract and any ongoing business relationship (secured claims) have been paid in full.
(2) The goods subject to retention of title may not be pledged to third parties or used as security until the secured claims have been paid in full.
shall be transferred to us. The customer must notify us immediately in writing if a petition is filed to commence insolvency proceedings or if third parties (e.g., through attachments) seize the goods belonging to us.
(3) In the event of a breach of contract by the customer, in particular failure to pay the purchase price when due, we are entitled, in accordance with statutory provisions, to rescind the contract and/or to demand the return of the goods based on the retention of title. A demand for the return of the goods does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price when due, we may assert these rights only if we have previously set the customer a reasonable deadline for payment without success, or if setting such a deadline is not required under applicable law.
§ 7 Customer Claims for Defects
(1) Unless otherwise specified below, the statutory provisions apply to the customer’s rights in the event of material defects and defects of title (including incorrect or incomplete deliveries, as well as improper installation or defective installation instructions). In all cases, the special statutory provisions regarding the final delivery of unprocessed goods to a consumer remain unaffected, even if the consumer has further processed them (supplier recourse pursuant to Sections 478 of the German Civil Code (BGB)). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another business, e.g., by incorporation into another product.
(2) Our liability for defects is based primarily on the agreement regarding the quality of the goods. All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly disclosed by us (in particular in catalogs or on our website) at the time the contract was concluded shall be deemed to constitute an agreement regarding the quality of the goods.
(3) To the extent that the quality has not been agreed upon, the existence of a defect shall be determined in accordance with statutory provisions (Section 434(1), sentences 2 and 3 of the German Civil Code (BGB)). However, we assume no liability for public statements made by the manufacturer or other third parties (e.g., advertising claims) that the customer has not indicated to us as being decisive for their purchase decision.
(4) As a general rule, we are not liable for defects that the customer is aware of at the time the contract is concluded or fails to identify due to gross negligence. Furthermore, the customer’s claims for defects are contingent upon the customer having fulfilled its statutory obligations to inspect the goods and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). For goods intended for installation or other further processing, an inspection must in any case be conducted immediately prior to processing. If a defect becomes apparent upon delivery, during inspection, or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 5 business days of delivery, and defects not detectable during inspection must be reported within the same period from the time of discovery. If the customer fails to conduct a proper inspection and/or report defects, our liability for defects that were not reported, or were not reported in a timely or proper manner, is excluded in accordance with statutory provisions.
(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the required remedial performance contingent upon the customer’s payment of the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in light of the defect.
(7) The customer must provide us with the time and opportunity necessary to perform the required remedial action, in particular by handing over the goods subject to complaint for inspection. In the event of a replacement delivery, the customer must return the defective item to us in accordance with statutory provisions. Subsequent performance does not include either the removal of the defective item or its reinstallation, unless we were originally obligated to install it.
(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance—in particular, transportation, travel, labor, and material costs, as well as, if applicable, removal and installation costs—in accordance with statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular, inspection and transportation costs), unless the absence of a defect was not apparent to the buyer.
(9) In urgent cases—for example, if operational safety is at risk or to prevent disproportionate damage—the customer has the right to remedy the defect themselves and to demand reimbursement from us for the expenses objectively necessary to do so. We must be notified of such self-remediation immediately, and in advance if possible. The right to self-remediation does not apply if we would be entitled to refuse corresponding subsequent performance in accordance with statutory provisions.
(10) If the remedy has failed, or if a reasonable period for remedy to be set by the buyer has expired without result or is not required under statutory provisions, the customer may rescind the purchase contract or reduce the purchase price. However, there is no right of rescission in the case of a minor defect.
(11) The customer’s claims for damages or reimbursement of futile expenses, even in the case of defects, are limited to the provisions of § 8 and are otherwise excluded.
(12) Unless otherwise specified, our products are approved for use on public roads only in the Federal Republic of Germany. If the customer places our products on the market outside the Federal Republic of Germany, the customer is responsible for complying with the regulations in effect in the respective destination country.
- 8 Other Liability
(1) Unless otherwise provided in these General Terms and Conditions, including the provisions below, we shall be liable for any breach of contractual and non-contractual obligations in accordance with statutory provisions.
(2) We are liable for damages—regardless of the legal basis—under the principle of fault-based liability in cases of willful misconduct and gross negligence. In cases of simple negligence, we are liable—subject to statutory limitations on liability (e.g., the standard of care required in one’s own affairs; minor breaches of duty)—only
- a) for damages resulting from injury to life, body, or health,
- b) for damages resulting from a breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the other party regularly relies and is entitled to rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damages.
(3) The limitations of liability set forth in paragraph 2 also apply with respect to third parties, as well as in the event of breaches of duty by persons (including for their benefit) for whose fault we are liable under statutory provisions, and by analogy to any claims for reimbursement of expenses against us. They do not apply if a defect was fraudulently concealed or if a guarantee regarding the quality of the goods was provided, nor do they apply to claims by the customer under the Product Liability Act.
(4) In the event of a breach of obligation that does not constitute a defect, the customer may rescind the contract or terminate it only if we are responsible for the breach. The customer’s right to terminate the contract at will (in particular pursuant to Sections 650 and 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences apply.
- 9 Quality and Warranties
(1) Our specifications regarding the subject matter of the delivery and service (e.g., dimensions and other technical data), as well as our representations thereof (e.g., drawings and illustrations), do not constitute guaranteed characteristics, but rather descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations resulting from legal requirements or constituting technical improvements, as well as the replacement of components and materials with equivalent components and materials, are permissible provided they do not impair the suitability for the contractually intended purpose. The customer must notify us in writing (e.g., by email) in a timely manner prior to the conclusion of the contract of any special requirements regarding our products. However, such notifications do not expand our contractual obligations or liability. Unless otherwise expressly agreed, we are only obligated to deliver the ordered products as goods that are marketable and eligible for registration in the Federal Republic of Germany. The customer is not granted any rights of use to the trademarks, designs, and styles provided by us in connection with our products.
(2) A warranty is deemed to have been assumed by us only if we have designated a characteristic and/or a performance outcome as “legally guaranteed” in writing or in electronic form (e.g., email).
- 10 Statute of Limitations
(1) Notwithstanding the statutory provisions, the general statute of limitations for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed upon, the statute of limitations begins upon acceptance.
(2) If the goods consist of a structure or an item that, in accordance with its customary use, was used in a structure and caused its defectiveness (building material), the statute of limitations period, in accordance with statutory provisions, is 5 years from delivery. This is without prejudice to other mandatory special statutory provisions regarding the statute of limitations (in particular Section 438(1)(1), (3), Sections 444, 445b of the German Civil Code (BGB)).
(3) The above-mentioned limitation periods under sales law also apply to the customer’s contractual and non-contractual claims for damages arising from a defect in the goods, unless the application of the standard statutory limitation period would result in a shorter limitation period in a specific case. The customer’s claims for damages pursuant to § 8(2), sentences 1 and 2(a), as well as under the Product Liability Act, are subject exclusively to the statutory limitation periods.
- 11 Choice of Law and Jurisdiction
(1) These General Terms and Conditions and the contractual relationship between us and the customer are governed by the laws of the Federal Republic of Germany, to the exclusion of international uniform laws, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant as defined by the German Commercial Code (Handelsgesetzbuch), a legal entity under public law, or a special fund under public law, the exclusive—including international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our place of business in Munich. The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the customer’s general place of jurisdiction. Overriding statutory provisions, in particular those regarding exclusive jurisdiction, remain unaffected.