General Terms and Conditions

of Company 9ff Fahrzeugtechnik GmbH

Rüdigerstraße 3

44319 Dortmund

Sec. 1

Scope / Object of the Contract

1. Our General Terms and Conditions shall apply to all contracts, deliveries and other services, offers, including consultancy seervices, information in compliance with the contract concluded between us and the customer.

2. Our General Terms and Conditions shall apply exclusively; we do not recognize any opposing conditions or conditions deviating from our General Terms and Conditions of the customer unless their validity has been exclusively confirmed by us in writing. Our General Terms and Conditions shall also apply if we perform our services without reservation even though we are aware of opposing conditions or conditions deviating from our terms and conditions of the customer.

3. Our General Terms and Conditions shall apply both vis-á-vis consumers and vis-á-vis entrepreneurs unless distinction is made in the respective clause.

 

Sec. 2

Offer and placing of orders

1. The order placed by the customer shall constitute a binding offer which we can accept within two weeks by sending an order confirmation or by handing over the workpiece and/or by performing the work.
   
   Any offers submitted at an earlier time and any cost estimates drawn up by us are subject to confirmation.

2. A description of the services to be rendered as well as the estimated or binding completion date shall be indicated in an order note or a letter of confirmation.

3. The customer shall receive a copy of the order note.

4. Placement of the order shall give the contractor the right to place sub-orders and to carry out test drives as well as vehicle transfers.

5. We reserve proprietary rights and copyrights with regard to illustrations, drawings, calculations and other documents. This shall also apply to such written documents that are classified as „confidential“. The customer shall require our express written consent before disclosing them to third parties.

 

Sec. 3

Quotation of prices in the order note / Cost estimate

1. If the customer so desires, the contractor will also indicate the prices which will presumably be used upon execution of the order note.

2. Prices can also be quoted in the order note by reference to the relevant positions of the price and labour value catalogues which can be consulted on the contractor´s premises.

3. If the customer desires a binding price quotation, a written cost estimate is required; This cost estimate must include a detailed list of the individual work and spare parts with the respective prices. The contractor shall be bound to this cost estimate until the end of a period of 21 days after ist submission. Expenses incurred fort he preparation of a cost estimate, such as, in particular, expenses for travel and dismantling, may be charged to the customer if this was agreed fort hat particular case.
   
   If an order is palced on the basis of the cost estimate, any costs fort he cost estimate will be deducted from the order invoice.

4. In transactions with non-commercial customers as well in the cost estimate, the turnover tax must be started if prices are quoted in the order note.

 

Sec. 4

Time of performance

1. The contractor shall be obliged to meet the completion date which was agreed in writing to be binding and/or the delivery time. If the scope of work changes or is extended beyond the scope of the original order so that a delay results, the contractor must immediatly indicate a new completion date and/or a delivery time stating the reasons.

2. As far as we indicate completion dates and/or delivery times according to no. 1 above which from the basis of the placement of order, such deadlines shall be extended by the duration of the delay in casas of strike and force majeure or in case of opertional failure for which the contractor is not responsible – also if these concern our suppliers or sub-contractors. In case of such delays, there shall be no obligation for compensation. However, the contractor will inform the customer immediately of the delays as far as this possible and acceptable.

 

Sec. 5

Prices and terms of payment

1. The agreed price shall be decisive. All prices for deliveries and performances are calculated ex contractor´s business; calculations are in euros.

2. 
   Costs for packing, postage and freight will be charged in addition as far as nothing to the contrary has been agreed.

3. Turnover tax shall be at the customer´s expense.

4. If the order is executed on the basis of a binding cost estimate, reference to the cost estimate shall be sufficient and only additional work has to be quoted in detail.

5. Upon completion of all services and after invoicing, remuneration shall be payable within ten days without any cash discount deduction as far as nothing to the contrary has been agrred. The legal stipulations with regard to the consequences of delayed payment shall apply. In particular, 9ff Fahrzeugtechnik GmbH shall have the right to charge interest on late payments in the amount of 5 percentage points above the base interest rate of Deutsche Bundesbank plus statutory value added tax. This shall not affect further claims for damages on account of costs, bank service charges etc. which may also be charged to the customer in case of delay.

6. In case of an exchange, calculation of the exchange price requires that the dismantled aggregate or part corresponds to the scope of delivery of the replacement aggregate or part and is free from any defect which might prevent reprocessing.

7. The customer shall only be entitled to set-off right if his counterclaims have been validly established, are uncontested or recognized by us. As far as the ordering party is an entrepreneur, any right of retention shall be excluded unless the customer´s counterclaim results from the same contractual relationship and is uncontested or validly established.

8. 9ff Fahrzeugtechnik GmbH shall have the right to demand appropriate advance payment upon placement of the order and in case of extensive purcheses and long-term work.

 

Sec. 6

Purchase / Exchange

The delivery of a completely reconditioned subject of the contract, where applicable against handover of a corresponding old motor, a drilling unit or an individual component of the same type, can also bet he object of the contractor´s obligation. Deviations in design are permitted für the contractor as far as they can reasonably be imposed to the customer. Any subjects of contract of the customer which are handed over to the contractor for installation or in exchange must be free from any defects or other faults not due to normal wear and tear. In particular, the subject of the contract to be supplied must be free from welded or non-welded bridges and cracks. The contract price which is agreed in this context shall apply in case of damages to be paid if the subject of the contract is exchanged.

 

Sec. 7

Acceptance

1. The purchaser shall be obliged to accept the object of purchase within 14 days following receipt of the notification of readiness. Acceptance must be made by the parties to the contract at the location of 9ff.

2. In case of delayed acceptance by the client, the client shall beart he resulting costs caused to 9ff as far as acceptance was not denied for legitimate reasons.
   
   The client is aware of the fact that only limited vehicle storage capacities are available on the premises of 9ff. This is why in case of delayed acceptance by the client, 9ff shall have the right to charge demurrage charges amounting to 20.00 euros for each commenced calendar day plus statutory value added tax from the end of the 4th working day after completion. Further claims of 9ff shall remain unaffected.

 

Sec. 8

Retention of title

1. In case of contracts concluded with consumers, we reserve proprietary rights to the materials delivered and / or installed by us, in particular accessories, spare parts and aggregates, until complete and incontestable payment of the remuneration, as far as these have not become material parts of the subject of the order.

2. If the customer is an entrepreneur, we reserve proprietary rights to the materials delivered by us, in particular accessories, spare parts and aggregates, until complete and incontestable payment of all claims from his current business relaitionship.

3. If the securities to which the contractor is entitled in accordance with the above stipulations exceed the claims to be secured by more than 20%, the contractor shall be obliged to release any securities in excess at the contractor´s discretion, if the customer so desires.

4. The ordering party shall be obliged to inform us without delay of any compulsory execution by third parties with regard to the reserved goods and to submit any documents required for intervention. This also applies to any other damnification. Irrespective of the above, the ordering party shall be obliged to indicate any third party´s rights to the merchandise in advance. If the ordering party is an entrepreneur, he must bear our expenses for intervention as far as the third party is not able to refund such costs.

 

Sec. 9

Extended right of lien / Demurrage charge

1. On account of his claims from the order, the contractor shall have a right of lien recarding the objects he acquired in the course of the order.

2. The contractual right of lien may also be excercised on account of claims from services rendered as far as these are related to the subject of the order. The contractual right of lien shall only apply to other claims resulting from the business relationship as far as these are uncontested or if a legally binding title exists and if the subject of the order belongs to the customer.

3. Besides, the contractor´s statutory right of lien shall remain unaffected.

4. If the contractor is not able to store the pawn for operational reasons, he may demand refund of the costs incurred to him due to storage in another place. Storage costs also arise in case of storage on the own premises and will be charged to the customer at the rates usual in the trade.

 

Sec. 10

Liability for defects in case of overhaul / Repair

1. Any rights on the part of the customer on account of defects in quality shall become statute-barred within one year from acceptance of the object of the repair. If the customer accepts the subject of the order although he is aware of a defect, he shall be entitled to the tights on account of defects in quality in the scope described in 4 a) to e) only if he reserve these rights upon acceptance.

2. As far as the customer is a general merchant, the statutory duties to examine and to notify according to sec. 377 et. Sqq. HGB (German Commercial Code) shall remain unaffected.

3. In case of fraudulent concealment of defects or if properties and conditions are warranted, further rights shall remain unaffected.

4. The following shall apply with regard to the removal of defects:
   
   a) Rights to removal of defects must be asserted by the customer against the contractor.
   
   b) The contractor shall warrant for any defects by means of recitification. If recitification fails, the customer may, at his own discretion, demand a reduction of the remuneration (reduction) or a cancellation of the contract (rescission).  This shall also apply if the contractor seriously and finally refuses to rectify the defects.
   
   c) The customer shall, however, not be entitled to rescission if the breach of duty is of minor importance.
   
   d) If the object of the repair becomes inoperable on account of a defect in quality, the customer may, with the contractor´s consent, contact the specialist car mechanic closest to the location of the inoperable object of purchse who is ready to serve if the inoperable object of purchase is located at a distance of more than 50 km from the contractor and if the contractor fails to collect the object of the repair immediately at his own expense für supplementary performance.
   
   e) Any parts that are replaced shall become the contractor´s property.

5. If the subject of the order ist he delivery of movable objects that are to be produced or manufactured and if the customer is a legal entity under public law, a spezial fund under public law or a company who acts in the course of his commercial or self-employed professional activity upon conclusion of the contract, the customer´s rights on account of defects in quality shall become statute-barred one year after delivery.
   
   For all other customers (comsumers), the legal stipulationsshall apply in this case as far as no restrictions arise from the following clauses.
   
   a) Obvious defects must be notified to us by the consumer in writing within two weeks after occurrence of the defect. If no notification is made within the above-mentioned period, the warranty rights shall expire.
   
   b) This shall not apply in cases where we fraudulently conceal the defect or have issued a warranty fort he properties and conditions of the object.
   
   c) If the client is an entrepreneur, we reserve the right to choose the type of supplementary performance in case of defects.
   
   d) If the client is a consumer, the period of limitation for claims for defects shall bet wo years in case of delivery of new items and one year in case of delivery of used items. This period shall commence on transfer of risk. This shall not apply in case of claims for defects. In case of claims for defects, sec. 10 shall apply.
   
   e) If the client is an entrepreneur, the warranty period shall always be one year.
   
   In the event of delivery recourse in accordance with sec. 478, 479 BGB (German Civil Code), the period of limitation shall remain unaffected.
   
   f) Wes hall not provide any warranties in the sense of the law to the client.

 

Sec. 11

Racing information

Unless 9ff and the client have made a different agreement in an individual case, the vehicles and/or the remodelling of vehicles are approved for public roas traffic only and not intended for use in races or racing events.

Racing and competitive events lead to particularly high degrees of wear and tear which regularly extend beyond normal wear and deterioration in public road traffic.

9ff does not warrant in the sense of the law for use in races and racing events at the client´s own responsibility.

 

Sec. 12

Liability

1. The contractor´s liability for breach of contractual duties as well as for tort shall be restricted to intent and gross negligence. This shall not apply in case of death and bodily injury of the client, claims resulting from the breach of cardinal abligations, i.e. obligations resulting from the nature of the contract whose breach compromises the achievement of the agreement, and compensation of damages caused by delay (sec. 286 BGB (German Civil Code)). In this respect wes hall be liable for any degree of fault.
2. The above-mentioned exclusion of liability shallalso apply to slightly negligent beaches of duty on the part of our vicarious agents.
3. As far as a liability for damages not based on the death or bodily injury of the client is not excluded in case of slight negligence, liability shall be restricted to the typical damage which was foreseeable at the time of conclusion of the contract.
4. Liability for loss of money, securities (including bankbooks, cheque books, cheque and credit cards), valuables and other articles of value which are not expressly taken into custody shall be excluded.
5. As far as liability for damages not based on the death or bodily injury of the client is not excluded in case of slight negligence, such rights shall become statute-barred within one year starting with the onset of the right and/or transfer of the object in case of claims for damages for defects.
6. As far as our liability for damages is excluded or restircted, this shall also apply with regard to the personal liability for damages on the part of our staff, employees, associates, agents and vicarious agents.
7. Irrespective of any fault on the part of the contractor, any liability of the contractor shall remain unaffected in case of fraudulent concealment of the defect, in case of warranties or in accordance with the product liability act.

 

Sec. 13

Limitation of own rights

In deviation from sec 195 BGB (German Civil Code), our rights for payment of the compensation shall become statute-barred after five years. Sec 199 BGB shall apply with regard to the commencement of the period of limitation.

Sec. 14

Form of declarations

Legally relevant declarations and notifications to be made by the customer vis-á-vis us or a third party must be in writing.

 

Sec. 15

Old parts

Any parts dismantled from vehicles (Original or old parts) must be collected by the client within a period of four weeks.We shall not assume any warranty for storage beyond this period. Any replacement shall be excluded. This regulation shall not apply to parts that are set off or become our property in any other way.

 

Sec. 16

Acceptance by TÜV (Technical Control Board)

An entitlement for registration by TÜV on the part of the client shall exist only for those 9ff parts for which a TÜV parts appraisal is available. As far as other parts must be registered by individual TÜV approval, these will be invoiced separately. Parts used for motor sports will not be registered at all.

 

Sec. 17

Choice of law / Place of fulfilment / Place of jurisdiction

1. This contract shall be groverned by the law of the Federal Republic of Germany.
2. As far as nothing to the contrary results from the contract, the place of fulfilment and palce of payment shall bet he contractor´s place of business. The legal stipulations regarding places of jurisdiction shall remain unaffected.
3. The court which is competent for our place of business shall bet he exclusive place of jurisdiction for all current and future claims, including notes and cheques receivable from contracts with merchants, legal entities under public law or spezial funds under public law. The same place of jurisdiction shall apply if the customer does not have a domestic general place of jurisdiction or if he relocates his place of residence or his ordinary residence to a foreign country after the conclusion of contract or if his place of residence or his ordinary residence is not known at the time the lawsiut is filed.

 

Sec. 18

Deliveries to foreign countries

The above General Terms and Conditions shall also apply to any deliveries made by 9ff Fahrzeugtechnik GmbH to foreign countries.

Any legal issues arising from these business relations shall be exclusively governed by the law of the Ferderal Republic of Germany, and the German court competent at our place of business shall have jurisdiction.

Last update: 02/2008