§ 1 Scope of application, definitions

(1)      These GTCs for the B2B Partner Shop of WEGMANN automotive GmbH, Rudolf-Diesel-Straße 6, 97209 Veitshöchheim – hereinafter referred to as the "provider" - shall apply to all contracts and other legal relationships between the provider and the customer, insofar as these involve the sale of movable items ("goods") to the customer, irrespective of whether the provider manufactures the goods itself or purchases them from suppliers (Sections 433, 650 of the BGB [German Civil Code]) and insofar as the conclusion of the contract with the customer takes place exclusively via the closed B2B Partner Shop "". The B2B Partner Shop "" GTCs apply only if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2)    Unless otherwise agreed, the GTCs in the version valid at the time the cuustomer places their order or in any case in the version last sent to the orderer in writing shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

(3)    The GTCs apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that the provider has explicitly agreed to their validity. This requirement of consent shall apply in any case, for example even if the provider provides the service to the orderer without reservation in the knowledge of the orderer's GTCs.

(4)    Individual agreements (e.g. framework supply agreements, quality assurance agreements) and specifications in the provider's order confirmation shall take precedence over these GTCs. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5)    Legally relevant declarations and notifications of the customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.

(6)    References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or explicitly excluded in these GTCs.

§ 2 Conclusion of the contract

(1)    In order to use the B2B Partner Shop, in particular to conclude a contract via the B2B Partner Shop, it is a prerequisite that an order account is set up in advance by the provider for the customer. For this purpose, the customer must first apply for an order account with the provider by letter, e-mail, fax or contact form on the website of the online shop. The provider decides at its own discretion whether the customer shall receive an order account. After creating an order account, the customer can then select products from the provider's range and collect them in their basket by clicking the "add to basket" button. By clicking the “Place order and pay” button, the customer submits a binding request to purchase the goods in the basket. Before placing the order, the customer can change and view the goods they selected at any time. However, the request can only be submitted and transmitted if the customer has accepted these Online Shop "" GTCs by clicking the "Accept GTCs" checkbox and thereby included them in its request.

(2)    The provider will then send the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again and which the customer can print out by clicking the “Print” function. The automatic confirmation of receipt merely documents that the customer's order has been received by the provider and does not represent an acceptance of the request. A contract is only concluded when the provider submits the declaration of acceptance, which is sent with a separate e-mail (order confirmation). In this e-mail or in a separate e-mail, but no later than upon delivery of the goods, the contract text (consisting of the order, the B2B Partner Shop GTCs and the order confirmation) will be sent to the customer by the provider on a durable medium (e-mail or paper printout) (contract confirmation). The text of the contract is stored in compliance with data protection.

(3)    The contract shall be concluded in German or, at the customer's discretion, in English.

§ 3 Delivery, availability of goods

(1)    The period for delivery of the goods will be agreed individually or stated by the provider upon acceptance of the order or commission. If this is not the case, the delivery period is approximately two weeks from the conclusion of the contract.

(2)    If the provider cannot meet binding delivery deadlines for reasons for which they are not responsible (non-availability of the service), the provider will inform the customer of this immediately and at the same time inform them of the expected new delivery deadline. If the delivery is also not available within the new delivery period, the provider is entitled to withdraw from the contract in whole or in part; the provider will immediately refund any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be in particular the non-timely self-delivery by the supplier of the provider, if the provider has concluded a congruent covering transaction, neither they nor their supplier is at fault or the provider is not obligated to procure in the individual case.

(3)    The occurrence of the provider's delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. If the provider is in default of delivery, the customer may demand lump-sum compensation for the damage caused by the default. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each full calendar week of the delay, but in total not more than 5% of the delivery value of the delayed goods. The provider reserves the right to prove that the customer has not suffered any damage or that the damage is significantly less than the aforementioned lump sum.

(4)    The rights of the customer pursuant to § 8 of these GTCs and the statutory rights of the provider, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

(5)    Force majeure, industrial disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall release the provider from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the customer concerned is in default. The provider and the customer are obliged to provide the necessary information without delay within the scope of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1)    Delivery is made from the provider's warehouse, which is also the place of performance for the delivery and any subsequent performance in this regard. At the request and expense of the customer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless something else has been agreed upon, the provider is entitled in the event of a sale of goods to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. The usual costs of the packaging shall be borne by the customer.

(2)    The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover at the latest. However, in the case of delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the orderer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to effect shipment. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the orderer is in default of acceptance.

(3)    If the customer is in default of acceptance, fails to cooperate or delays the delivery of the provider for other reasons for which the customer is responsible, the provider shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, the provider shall charge a lump sum compensation in the amount of 0.5% of the net price per calendar week, beginning with the performance deadline or - in the absence of a performance deadline - with the notification of readiness to perform. The proof of a higher damage and the legal claims of the provider (in particular to compensation for additional expenses, reasonable compensation, or termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The customer shall be entitled to prove that the provider has incurred no damage at all or only significantly less damage than the aforementioned lump sum.

§ 5 Prices and payment terms

(1)    Unless otherwise agreed in individual cases, the prices quoted by the provider in its B2B Partner Shop are ex warehouse, plus statutory VAT and shipping costs. In the displayed basket overview as well as the order confirmation, the prices are then indicated including statutory sales tax and shipping costs. The provider reserves the right to change their prices appropriately if and to the extent that cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements, changes in material prices or fluctuating exchange rates, which directly affect the provider's cost price. The supplier will certify this to the customer upon request.

(2)    In the case of sale by shipment of goods (§ 4 para. 1), the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Unless the provider invoices the transport costs actually incurred in the individual case, a flat rate for transport costs (excluding transport insurance) in the amount of one hundred euros shall be deemed agreed. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(3)    The purchase price is due and payable within 14 days from the date of invoice and delivery or acceptance of the goods. However, the provider is entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. The provider shall declare a corresponding reservation at the latest with the order confirmation. Upon expiry of the aforementioned payment period, the customer shall be in default. During the period of default, interest shall be charged on the price at the statutory default interest rate applicable at the time. If the customer fails to pay the amount due after a performance period of one month set by the provider after the expiry of the period referred to in the preceding paragraph, the provider may, by simple written notice, rescind the contract and claim damages of up to 25% of the value of the part of the delivery item in question resulting from the contract. If the provider is able to prove a higher damage caused by delay or damage, they are entitled to claim this. However, the customer shall be entitled to prove to the provider that we have not incurred any damage or a significantly lower damage as a result of the delay in payment or cancellation of the contract. The provider reserves the right to assert additional damages caused by default. With respect to merchants, the provider's claim to the commercial interest on maturity (§ 353 HGB [German Commercial Code]) shall remain unaffected.

(4)    The provider accepts bills of exchange and checks only on the basis of special agreements and only on account of performance. Discount charges and all costs incurred in connection with the redemption of the bill of exchange and the check shall be borne by the customer.

(5)    The provider is entitled to demand sufficient securities for their claims at any time. All their claims shall become due immediately, irrespective of the term of any bills of exchange or checks received, if the customer defaults on a claim or breaches contractual agreements, provided that this breach or the claim in default is not merely insignificant, or if there is a significant deterioration in the customer's financial circumstances which jeopardizes the claim to counter-performance.

(6)    If it becomes apparent after conclusion of the contract (e.g. by application for the opening of insolvency proceedings) that the provider's claim to the price is endangered by the customer's lack of ability to pay, the provider is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), the provider may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.



§ 6 Retention of title

(1)    The provider retains the title to the goods sold until full payment of all current and future claims of the provider arising from the contract and an ongoing business relationship (secured claims) has been received.

(2)    Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the covered claims. The customer shall notify the provider in writing and without undue delay if an application for the opening of insolvency proceedings is filed or if third parties have access to the goods belonging to the provider (e.g. seizures).

(3)    In case of a breach of contract by the customer, in particular in case of non-payment of the purchase price due, the provider shall be entitled to rescind the contract in accordance with statutory provisions or/and to demand return of the goods on the grounds of retention of title. The request to return the goods does not simultaneously include a declaration of rescission; the provider shall, instead, be entitled to request that the goods be returned and to reserve the right of rescission. If the customer does not pay the price due, the provider may only assert these rights if the  provider has previously given the customer a reasonable deadline for payment and such deadline has expired without success, or if setting such a deadline is dispensable under applicable law.

(4)    Until revoked in accordance with (c) below, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall also apply.

(a)    The retention of title shall extend to the products resulting from the processing, mixing or combining of the provider's goods at their full value, whereby the provider shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with third-party goods, their right of ownership remains, the provider shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b)    The customer hereby assigns to the provider by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. The provider accepts the assignment. The obligations of the customer stated in paragraph 2 shall also apply in respect of the assigned claims.

(c)   The customer shall remain authorized to collect the claim in addition to the provider. The provider undertakes not to collect the claim as long as the customer meets their payment obligations towards the provider, there is no deficiency in their ability to pay and the provider does not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, the provider may demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. In addition, in this case the provider shall be entitled to revoke the customer's authorization to further sell and process the goods subject to retention of title.

(d)    If the realizable value of the securities exceeds the provider's claims by more than 10%, the provider shall release securities at its discretion at the customer's request.

§ 7 Claims for defects of the customer

(1)    The statutory provisions shall apply to the rights of the orderer in the event of material defects and defects of title (including wrong delivery and delivery shortfall as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. The special statutory provisions on the reimbursement of expenses in the event of final delivery of the newly manufactured goods to a consumer (supplier recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) shall remain unaffected in all cases, unless an equivalent compensation has been agreed, e.g. within the scope of a quality assurance agreement.

(2)    The basis for the liability for defects is primarily the agreement reached on the quality of the goods. All product descriptions and manufacturer specifications which are the subject of the individual contract or which were publicly announced by the provider (in particular in catalogs or on the provider's website homepage and webshop) at the time of the conclusion of the contract and the provisions of these closed B2B Partner Shop "" GTCs shall be deemed t be an agreement on the quality of the goods.

(3)    Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§§ 434 para. 3 BGB). Public statements made by the manufacturer or on their behalf, in particular in advertising or on the labeling of the goods, shall take precedence over statements made by other third parties. In the case of goods with digital elements or other digital content, the provider shall only owe provision and, if applicable, updating of the digital content insofar as this expressly results from an agreement on quality pursuant to para. 2. In this respect, the provider shall not be liable for public statements made by the manufacturer and other third parties.

(4)    As a matter of principle, the provider shall not be liable for defects of which the customer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the customer's claims for defects presuppose that they have fulfilled their statutory obligations to examine the goods and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, the provider must be notified of this in writing without delay. If the customer fails to carry out the proper inspection and/or to give notice of defects, the provider's liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for incorporation, attachment or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations; in this case, in particular, the customer shall have no claims for reimbursement of corresponding costs ("removal and installation costs").

(5)    If the goods are defective, the provider may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Their right to refuse subsequent performance under the statutory conditions remains unaffected.

(6)    The provider shall be entitled to make the subsequent performance owed dependent on the customer paying the price due. However, the customer shall be entitled to retain a part of the price which is reasonable in relation to the defect.

(7)    The customer shall give the provider the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes; the time required for subsequent performance shall be up to thirteen weeks after receipt by the provider of the customer's notice of defect, although no maximum period is hereby agreed. In the event of a replacement delivery, the customer shall return the defective goods to the provider in accordance with the statutory provisions; however, the customer shall not have a claim for return. Subsequent performance shall not include the dismantling, removal or deinstallation of the defective goods or equipment, attachment or fitting of goods free of defects if the provider was not originally obliged to perform these services; claims of the customer for reimbursement of corresponding costs ("dismantling and fitting costs") shall remain unaffected.

(8)    The provider shall bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions and these GTCs if a defect is actually present. Otherwise, the provider shall be entitled to demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.

(9)    In urgent cases, e.g. if operational safety is endangered or to prevent disproportionate damage, the customer shall be entitled to remedy the defect themself and to demand reimbursement from the provider of the expenses objectively required to do so. The provider is to be informed immediately of such a self-execution, if possible in advance. The right of self-execution shall not apply if the provider would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(10)   If the subsequent performance has failed or if a reasonable period to be set by the customer for the subsequent performance has expired unsuccessfully or can be dispensed with according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the price. In the case of an insignificant defect, however, there shall be no right of withdrawal.

(11)   Claims of the customer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 8 and shall otherwise be excluded.

(12)   No warranty shall be assumed for damage caused by the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, in particular excessive stress, unsuitable operating materials, substitute materials, chemical, electrochemical or electrical influences, if this is due neither to improper assembly by us nor to a defect in a manual provided by the provider.

§ 8 Other liability

(1)    Insofar as nothing to the contrary arises from these GTCs within the framework of contracts concluded via the closed B2B Partner Shop "", including the following provisions, the provider shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2)   The provider shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), for

a)   for damage resulting in fatal or physical injury or damage to health,

b)   damage arising from the breach of a material contractual obligation (obligation, the fulfillment of which is a prerequisite for the proper performance of the agreement and the observance of which the contractual partner regularly relies on and may rely on); in this case, however, the provider's liability shall be limited to compensation for the foreseeable, typically occurring damage.

(3)   The limitations of liability resulting from para. 2 shall also apply in the event of breaches of duty by or in favor of persons for which the provider is responsible in accordance with the statutory provisions. They shall not apply insofar as the provider has fraudulently concealed a defect or have assumed a guarantee for the quality of the goods or plant and for claims of the customer under the Product Liability Act.

(4)   Due to a breach of duty which does not consist of a defect, the customer may only withdraw from or terminate the agreement if the provider is responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.

§ 9 Statute of limitations

(1)   Notwithstanding Section 438 para. 1 no. 3, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. Other special statutory provisions on the limitation period (in particular Section 438 para. 1 no. 1.76, para. 3, Sections 444, 445b BGB) shall also remain unaffected.

(2)   The above limitation periods shall also apply to contractual and non-contractual claims for damages of the customer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. However, claims for damages by the customer pursuant to § 8 para. 2 as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 10 Applicable law and place of jurisdiction

(1)   For these GTCs within the context of contracts concluded via the closed B2B Partner Shop "" and the contractual relationship between the provider and the customer, the law of the Federal Republic of Germany shall apply, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2)   If the customer is a merchant in the sense of the German Commercial Code, a legal entity 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 the provider's registered office in Veitshöchheim. The same shall apply if the customer is an entrepreneur within the meaning of § 14 BGB. However, the provider is also entitled in all cases to take legal action at the place of performance of the delivery obligation in accordance with these GTCs within the framework of contracts concluded via the B2B Partner Shop "" or an overriding individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

§ 11 Partial invalidity of our provisions

The invalidity of individual provisions or clauses shall not affect the validity of the remaining provisions of these General Terms and Conditions of Sale. Insofar as the contract or these General Terms and Conditions of Sale contain loopholes, those legally effective provisions shall be deemed agreed to close these loopholes which the contractual parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these GTCs if the customer had been aware of the loophole.

Date: September 2022