General terms and conditions

MMW – Die Mehrmarkenwerkstatt Osnabrück GmbH / Genuine Parts Overseas

1. Applicability

1.1. These general terms and conditions (hereinafter referred to as “GTC”) apply to contracts between MMW – Die Mehrmarkenwerkstatt Osnabrück GmbH (hereinafter referred to as “MMW”) with all natural and legal persons, in particular with entrepreneurs according to § 14 BGB (hereinafter referred to as “customer”).
1.2. The contractual relationship between MMW and the customer is based exclusively on these terms and conditions and all legal acts and agreements are based on these terms and conditions. Deviating business, sales and delivery conditions of the customer are expressly contradicted. These are not recognized at any time and in any way. The present terms and conditions apply exclusively. The customer expressly agrees to this. Counter-confirmations by the customer with deviating terms and conditions are already contradicted. If the terms and conditions of MMW and the customer contradict each other in individual points, the corresponding legal regulations apply.
1.3. The customer’s terms and conditions are only binding for MMW if they are accepted in writing by the management.
1.4. The general terms and conditions of MMW are published in full on the Internet at www.genuinepartsoverseas.com and are available for free download.

2. Estimates

2.1. MMW reserves the ownership and copyright exploitation rights to quotations, technical documents, specifications and other documents. The documents may only be made accessible to third parties by the customer with prior consent and must be returned to MMW immediately upon request.

3. Offers and contract conclusion

3.1. Offers by MMW are only made in writing, by email or fax and are considered non-binding. The acceptance of an offer is only possible with regard to the entire delivery /service.
3.2. Orders or orders directed to MMW require a written order confirmation from MMW in order for a contract to be concluded, unless this is based on a binding offer prepared by MMW.
3.3. Promises, assurances and guarantees or agreements that deviate from these GTC in connection with the conclusion of the contract only become legally binding on the customer after written confirmation by MMW.

4. Prices, terms of payment, set-off, forfeiture and retention

4.1. The prices are ex works excluding packaging plus the applicable sales tax.
4.2. Unless otherwise agreed, it´s always a 100% prepayment or 50% of the amount is due upon placing the order and 50% upon delivery. The
authorization to deduct a discount requires the express and written approval of MMW.
4.3. MMW’s payment claims must be met immediately and without deduction in euros. If the customer does not object to invoices from MMW in writing within one month of the invoice date, these shall be deemed to have been fully accepted and recognized by the customer.
4.4. In the event of default in payment, MMW is entitled to charge 9.2% default interest above the respective base rate.
4.5. If changes in wage costs and / or procurement costs of the materials used occur between the conclusion of the contract and the execution of the service, be it by law, ordinance, collective agreement, statute, official recommendation, other official measures or due to changes in world market prices, these increase or decrease applicable prices accordingly, unless there are less than two months between the placing of the order and the execution of the service.
4.6. Even in the case of a flat-rate price agreement, MMW is entitled to invoice the customer for the additional costs it incurs if there are delays in order processing that are not solely due to intent or gross negligence on the part of the customer. This is particularly possible in the case of execution of the order initiated by the customer in contractually not agreed partial deliveries, in the case of taking back contractual items for whatever reason, in the case of the execution of change requests by the customer as well as changes in the scope of services.
4.7. MMW is entitled to pass on to the customer all increases in freight costs, shipping costs, insurance premiums and the like that occur after the conclusion of the contract. The same applies to duties, taxes, taxes and the like that increase the price directly or indirectly.
4.8. The customer has to arrange for the professional and environmentally friendly disposal of old material. If MMW is commissioned separately for disposal, an agreed remuneration must be paid. In the absence of a fee agreement, the customer must otherwise pay MMW an appropriate remuneration.
4.9. For deliveries and services ordered by the customer that are not covered in the original order, MMW is entitled to appropriate remuneration.
4.10. The customer can only offset claims against MMW that have been recognized by MMW in writing or have been determined by a court.
4.11. Unless a legally shorter limitation and preclusive period applies, all claims of the customer against MMW expire if they are not asserted in court within 6 months.
4.12. The customer is not entitled to withhold payments to MMW because the subject of the contract has a defect that does not significantly hinder the use of the subject of the contract and, in particular, can be remedied by improving or replacing the item.

5. Retention of title

5.1. All deliveries and goods are subject to retention of title. The delivered goods remain the property of MMW until all claims against the customer arising from the business relationship have been met in full.
5.2. The customer is obliged to store the goods subject to retention of title separately and to insure them appropriately against all common risks, in particular burglary and fire. The customer hereby assigns all claims against the insurance companies to MMW.
5.3. If the reserved goods are combined or mixed with third-party items, MMW becomes co-owner in accordance with the statutory provisions. If the connection or mixing takes place in such a way that the items not belonging to MMW are to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to MMW. The same applies to the new movable items resulting from processing as to the goods delivered with reservation.
5.4. In the event that the goods subject to retention of title are resold, the customer hereby assigns the claims arising from the resale in the amount of the final invoice amount including sales tax, regardless of whether the goods delivered were resold without or after processing. MMW
hereby accepts the assignments. If the resold reserved goods are jointly owned by MMW, the assignment of claims is limited to the amount that
corresponds to the share value of the joint ownership of MMW.
5.5. In the case of contracts in which the delivered goods are subject to retention of title, MMW is entitled to withdraw from the contract on the basis of which the reserved goods were delivered if the buyer does not pay the purchase price for the reserved goods in accordance with the contract and a reasonable grace period has been set for performance without result the customer violates one of his obligations with regard to the reserved goods.

6. Performance and delivery deadlines

6.1. Any planned delivery and completion dates and periods are to be understood as approximate, subject to expressly binding agreements.
6.2. MMW’s compliance with the delivery times guaranteed by MMW requires the timely receipt of all documents to be supplied by the customer, the necessary permits and releases, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the customer. If the customer does not meet these requirements in good time, the deadlines will be extended accordingly. This does not apply if MMW is
responsible for the delay.
6.3. Failure to comply with the deadlines assured by MMW for force majeure (e.g. mobilization, war, acts of terrorism, riot, strike, lockout), virus or other attacks by third parties on the IT system of MMW, insofar as these occurred despite compliance with the usual care for protective
measures , Obstacles due to Austrian, US or other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which MMW is not responsible, or due to late or incorrect delivery to MMW, the deadlines are also extended appropriately .
6.4. Unless otherwise agreed, delivery takes place ex warehouse to the delivery address specified by the customer. Once the agreed price has been paid, it is no longer possible to change the delivery address. However, the customer is at liberty to agree a change of delivery address with the transport company named by MMW at his own risk.
6.5. MMW is entitled to make partial deliveries. In the case of partial deliveries, MMW bears the resulting additional shipping costs.

7. Transfer of risk, transport risk and insurance

7.1. If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods is transferred to the customer when the goods are handed over or, in the case of sale by mail, when the goods are delivered to the freight forwarder or carrier. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the goods is only transferred to the customer when the goods are handed over, even if the goods are sold by mail. The handover is the same if the customer is in default of acceptance.
7.2. The goods will only be insured on the transport route at the express request of the customer. The customer bears the resulting costs.
7.3. The choice of the means of transport and the transport route is incumbent on MMW.

8. Warranty

8.1. Negligible deviations of the goods delivered by MMW from the goods ordered do not constitute a defect, unless MMW has given an assurance or given a guarantee for the quality and the use in accordance with the contract is not restricted or impaired as a result.
8.2. Defects in the delivery item that the customer has discovered or could have discovered through an inspection in the normal course of business after delivery must be reported in writing immediately, but no later than 10 days after delivery to MMW. Hidden defects must also be reported within 10 days of their occurrence. Reference is made to the application of Section 377 UGB. If a complaint is not made immediately within this period, the goods are deemed to be in accordance with the contract or as approved.
8.3. In the event of a defect, MMW is initially entitled to choose between a replacement delivery or a subsequent improvement. If this fails twice, the customer is entitled to a price reduction or conversion. In the event of withdrawal from the contract after a failed replacement delivery or
subsequent improvement by the customer, there is no additional claim for damages due to the defect.
8.4. Rectifying a defect alleged by the customer does not constitute acknowledgment by MMW. If the customer’s allegations of defects are
injustified, the customer is obliged to reimburse MMW for the expenses incurred as a result.
8.5. A warranty claim on the part of MMW is in particular excluded for design-related defects in custom-made products that have been manufactured according to the customer’s design specifications, for defects that are due to natural wear and tear or improper handling as well as for industry-standard, technologically justified deviations in the dimensions of the shape.
8.6. The warranty period for services provided by MMW is 12 months from delivery for corporate customers. Unless otherwise agreed (e.g. formal acceptance), the time of handover is the delivery date.
8.7. If the customer is an entrepreneur, he always has to prove that the defect already existed at the time of handover.
8.8. With regard to consumers, the statutory warranty provisions apply.

9. Compensation for damages

9.1. MMW’s liability is basically limited to damage that MMW or its vicarious agents cause deliberately or through gross negligence. The customer has to prove the existence of intent or gross negligence on the part of MMW.
9.2. For simple negligence, MMW is only liable in the event of injury to life, limb or health or the violation of cardinal obligations. A cardinal obligation is the obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance
of which the customer regularly trusts or may trust. Claims of the customer from product liability remain unaffected.
9.3. MMW’s liability is excluded for damage caused by improper handling or storage, overuse, non-compliance with operating instructions, faulty assembly, commissioning, maintenance, servicing by the customer or third parties and natural wear and tear, provided that this event is causal for the damage. The exclusion of liability also includes claims against employees, representatives and vicarious agents of MMW due to damage they cause to the customer.
9.4. If MMW is liable for breaches of duty due to simple negligence, the amount of liability is limited to the damage typical for contracts of the type in question, which were foreseeable when the contract was concluded or at the latest when the breach of duty was inspected. This does not apply to injury to life, limb or health.
9.5. Claims for damages by the customer due to default by MMW are limited to 10% of the agreed net remuneration, unless MMW acted willfully or with gross negligence. In general, the liability on the part of MMW is limited to the maximum amount of any liability insurance taken out.
9.6. Claims for damages are to be asserted in court by the customer, otherwise expiry, within six months of becoming aware of the damage.

10. Condition of the goods and product liability

10.1. In relation to entrepreneurs, only the manufacturer’s product description is generally agreed as the quality of the goods. Public statements, promotions or advertisements by the manufacturer do not constitute contractual specifications of the quality of the goods. The same applies to technical descriptions, color, shape and size information in catalogs, brochures and price lists from MMW.
10.2. The services provided and the goods, devices and systems supplied by MMW only ever provide the level of security that is required on the basis of approval regulations, operating and operating instructions or other provisions on maintenance and handling, in particular with regard to mandatory inspections of devices and systems or on the basis of other given information can be expected.
10.3. MMW does not assume any specific guarantee for the quality of the goods. If the manufacturer of the products grants a guarantee, the claims of the customer are based on the respective guarantee conditions of the manufacturer and exist exclusively against him.

11. Place of performance, applicable law, place of jurisdiction, severability clause

11.1. Unless otherwise stated in the general terms and conditions or in the order confirmation, the place of performance for all mutual obligations is MMW’s registered office.
11.2. For all legal relationships between MMW and the customer arising from or in connection with this contract, German law is to be applied to the exclusion of the UN sales law. The choice of law for consumer transactions is determined by the relevant legal regulations.
11.3. For all disputes between MMW and the customer from the business relationship, if the customer is an entrepreneur, the place of jurisdiction is the seat of MMW or, at MMW’s option, the general or special place of jurisdiction of the customer. If the customer is a consumer, he can bring legal action against MMW in Germany or in the courts of the contracting state in whose territory he is domiciled. If the consumer has his domicile or usual place of residence or his place of employment in Germany at the time of the conclusion of the contract, legal action by the customer against MMW can only be brought before German courts.
11.4. In the event that individual provisions of the GTC should become ineffective, this does not affect the effectiveness of the remaining
provisions. The ineffective provision must be supplemented by a provision that comes close in the economic and legal sense.

12. Data protection

12.1. MMW always processes personal data in accordance with the applicable data protection regulations. 12.2. The customer confirms receipt of the MMW information sheet on the data protection declaration, which contains all the information required for processing customer data and the
customer’s rights in this regard.
12.3. All information on the data protection declaration, in which all necessary information on the processing of data and rights is listed, can also be viewed and retrieved at any time at https://genuineparts-overseas.com/dataprotection/ .
12.4. The customer consents to his data being processed in MMW’s EDP system and being transmitted to third parties in the course of executing the contract. This consent can be revoked at any time. Corresponding information on revocation can be found in MMW’s data protection declaration