GTC

1. Scope

1.1 These General Terms and Conditions of Purchase apply to these and all future contracts of TRADEX., a division of Auto Mega Store GmbH (hereinafter referred to as “Customer”) with suppliers in business transactions, legal entities under public law and special funds under public law. Conflicting or deviating terms and conditions of delivery or other restrictions of the Supplier shall not be accepted unless the Purchaser has expressly agreed to their validity in the individual case in writing. In particular, the mere reference to a letter from the Supplier containing or referring to its terms and conditions of delivery does not constitute acceptance by the Purchaser of the validity of those terms and conditions of delivery. These General Terms and Conditions of Purchase shall also apply if the Purchaser accepts deliveries / services without reservation or makes payments in full knowledge of the Supplier's terms and conditions to the contrary or deviating from these Terms and Conditions of Purchase or statutory provisions.
1.2 Other agreements, modifications and ancillary agreements shall only be valid if the purchaser agrees to them in writing.

2. Offer - Offer documents

2.1 In the offer, the supplier must strictly comply with the request and in the event of deviations expressly indicate this. Orders and changes to orders shall be made in writing. The supplier is obliged to accept our order within a period of two (2) weeks.
2.2 If the Supplier submits an offer and cost estimates, these shall be made free of charge and shall not constitute any obligation on the part of the Purchaser. Cost estimates will only be reimbursed by written agreement.
2.3 Without prejudice to other rights, the Purchaser may withdraw from the contract or terminate the contractual relationship without notice in the case of a permanent obligation or in the case of a request for insolvency proceedings against the assets of the Supplier or if the Supplier fails to fulfil essential obligations without justifying reason and the Supplier has not yet or not fully fulfilled the contract or in the case of permanent obligations.

3. Prices - Terms of payment

3.1 Conditions for the due date of the Supplier's claims are that the Purchaser has verifiable and formally correct tax documents available. 3.2 The agreed prices are net prices plus any statutory VAT, including packaging, insurance, transport, freight and storage costs. Unless otherwise agreed in writing, the price includes delivery DAP (Incoterms 2020), including packaging. The return of the packaging requires a special agreement.
3.3 Unless otherwise agreed, payments shall be made net within 30 days after receipt of the delivery.
3.4 Payment does not imply acceptance of terms and prices and does not affect the rights of the Purchaser due to improper delivery / service, the Purchaser's rights to audit and the right to object to an invoice for other reasons.
3.5 The purchaser is entitled to the statutory rights of retention and set-off without restriction.

4. Delivery time

4.1 The delivery time stated in the order is binding.
4.2 Timely and complete delivery also includes the agreed delivery of data sheets and instructions for use.
4.3 As soon as the Supplier becomes aware that it will be unable to perform its contractual obligations in full or in part on time, regardless of the reasons for the delay, the Supplier shall immediately notify it in writing, stating the reasons and the expected duration of the delay. The purchaser is entitled to assert all rights resulting from the culpable non-notification against the supplier. The unconditional acceptance of a late (partial) delivery / (partial) performance does not constitute a waiver of rights by the purchaser with regard to the late (partial) delivery / (partial) performance.
4.4 In the event of delay in delivery, we are entitled to legal claims. In particular, the purchaser is entitled to demand compensation instead of performance and withdrawal after an unsuccessful expiry of a reasonable period. If the Purchaser claims damages, the Supplier shall have the right to prove to the Purchaser that he is not responsible for the breach of duty.

5. Delivery, documents

5.1 Unless otherwise agreed in writing, delivery shall be made in accordance with DAP (Incoterms 2020).
5.2 Certificates of origin, supplier's declarations and other proofs of origin as may be required, as well as all documents and certificates required for further export within and outside the European Union, shall be provided by the supplier with all the required information and shall be duly made available to the purchaser.

6. Defect investigation - Liability for defects

6.1 The legal obligation of the purchaser to inspect incoming goods shall be limited to immediately investigating the quantity, type, externally recognizable defects such as transport damage and other obvious defects. The purchaser is obliged to notify the supplier of open and hidden defects immediately, but not before expiry of 5 working days (Mon - Fri) after delivery or discovery.
6.2 We are entitled to the statutory claims for defects in full; in any case, we are entitled to demand from the supplier, at our option, rectification of defects or delivery of a new item. The right to compensation, in particular the right to compensation instead of performance, is expressly reserved.
6.3 We shall be entitled to rectify the defect ourselves at the expense of the Supplier if there is a risk of delay or special urgency.
6.4 The statutory and/or contractually agreed claims and rights in the case of material and legal defects shall expire in accordance with the statutory provisions. Except in the cases of suspension of the limitation period provided for by law, the limitation period for claims and rights in the case of defects shall also be suspended during the period between notification of the defect and rectification of the defect. The limitation period begins again for wholly or partly newly delivered, replaced or improved supplies or services.

7. Product liability, exemption, liability insurance cover

7.1 Insofar as the Supplier is responsible for a product damage, the Supplier shall be obliged to indemnify the Purchaser against claims for damages by third parties on first demand, insofar as the cause is established within its sphere of control and organisation and the Purchaser is itself liable in the external relationship.
7.2 Within the scope of its liability for damage as defined in point 7. 1 the Supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or §§ 830, 840, 426 BGB which result from or in connection with a recall action carried out by the Customer. As far as possible and reasonable, the Purchaser shall inform the Supplier of the content and extent of the recall measures to be carried out and shall give him the opportunity to comment. Other legal claims remain unaffected.
7.3 The Supplier must maintain a liability insurance cover with industry-standard conditions, a minimum amount of cover of EUR 2 million per damage event, for the duration of the contractual relationship including warranty and limitation period. The supplier must prove this to the purchaser upon request; smaller amounts of cover must be agreed with the purchaser in individual cases.

8. Retention of title

Insofar as a reservation of title is agreed in favour of the supplier, the supplier first has the effect of a simple reservation of title. In particular, the customer is entitled to process the delivery at any time.

9. Secrecy

The Supplier is obliged to keep all received illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of secrecy shall also apply after the execution of this contract; it shall lapse if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.

10. Final provisions

10.1 The Supplier may only refer to the existing business relationship with the Customer with the prior written consent of the Customer.
10.2 The ineffectiveness or unenforceability of a provision or parts of a provision of the contract shall have no effect on the existence and duration of the respective contract.
10.3 Place of jurisdiction is the registered office of the Purchaser or – at the Purchaser’s option – the general place of jurisdiction of the Supplier.
10.4 The relations between the Customer and the Supplier shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Sales Law/CISG and the German conflict of laws rules. Customary terms are to be interpreted in accordance with the Incoterms 2020.

1. Scope

1.1 These General Terms and Conditions of Sale apply to all sales made by TRADEX., a division of Auto Mega Store GmbH (hereinafter referred to as “Seller”), in the area of B2B car trade to business customers, legal entities under public law and special funds under public law. They apply to both domestic and cross-border transactions. Conflicting or deviating conditions of the Customer shall not be accepted unless the Seller has expressly agreed to their validity in writing.
1.2 Deviations from these General Terms and Conditions of Sale require written confirmation by the Seller in order to be effective.

2. Offer - Conclusion of contract

2.1 The offers of the Seller are non-binding and non-binding, unless they are explicitly marked as binding or contain a specific acceptance period.
2.2 The contract is only concluded when the Seller issues a written order confirmation or delivers the ordered goods.
2.3 Deviations from concluded agreements, assurances or ancillary agreements require written confirmation by the Seller in order to be effective.

3. Prices - Terms of payment

3.1 The prices are net of the statutory VAT.
3.2 The purchase price is payable immediately and without deduction.
3.3 In the event of default of payment, the Seller is entitled to claim default interest of 5 percentage points above the relevant base interest rate of the European Central Bank.

4. Delivery - Delivery periods

4.1 Delivery takes place ex warehouse of the Seller, unless otherwise agreed in writing.
4.2 Delivery dates are non-binding, unless they have been expressly agreed in writing as binding.
4.3 Partial deliveries are permissible insofar as they are reasonable to the customer.
4.4 The risk shall pass to the Customer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller’s warehouse for dispatch.

5. Notice of defects - Warranty

5.1 The Customer shall examine the delivered goods immediately upon receipt and shall immediately notify the Seller in writing of any defects or deviations from the order. Defects must be asserted within 24 hours after delivery, otherwise any warranty claim expires.
5.2 Notifications of defects shall not entitle the Customer to withhold payments or to assert claims for damages, unless the withholding or asserting claims for damages is due to an obvious defect and is acknowledged by the Seller in writing.
5.3 Any warranty is excluded.

6. Liability

6.1 The Seller shall be liable in accordance with the statutory provisions insofar as the Customer makes claims for damages that are based on intent or gross negligence, including intent or gross negligence of its representatives or vicarious agents.
6.2 Otherwise, the Seller is only liable in accordance with the Product Liability Act, for injury to life, body or health or for culpable breach of essential contractual obligations. The claim for damages for the breach of essential contractual obligations is, however, limited to the contract-typical, foreseeable damage, unless there is intent or gross negligence or due to the breaches of the breach.