General Terms and Conditions

I. General

§ 1 Scope of application

(1) The provisions contained within the following General Terms and Conditions apply to the sale of goods.

(2) Insofar as a customer of VOLICO.de also uses General Terms and Conditions, the contract shall be concluded without express agreement on the applicability of General Terms and Conditions. The content of the different General Terms and Conditions shall be deemed to be agreed insofar as such content coincides. Divergent individual provisions shall be replaced by non-mandatory provisions of the law. The same shall apply in cases where the General Terms and Conditions of the customer of VOLICO.de contain provisions which are not included within the scope of the present General Terms and Conditions. In the event that the present General Terms and Conditions contain provisions not included in the General Terms and Conditions of the customer of VOLICO.de, the present General Terms and Conditions shall apply exclusively.

(3) The present General Terms and Conditions shall also apply to all future transactions without any requirement for express re-agreement.

§ 2 Offers

(1) All offers made by VOLICO.de are non-binding insofar as no commitment period of 6 weeks has expressly been declared in writing.

(2) Offers made by VOLICO.de may be accepted by the enquiring party within 1 month of submission of such a declaration.

§ 3 Prices

(1) The prices of VOLICO.de are the prices stated in written offers and order confirmations insofar as no provision to the contrary is set out below. The prices stated by VOLICO.de are gross prices and include Value Added Tax at the statutory rate.

(2) The prices of VOLICO.de apply from the premises of VOLICO.de. Customers shall bear costs of dispatch and delivery.

§ 4 Delivery, default of and delay in performance

(1) Delivery dates and delivery deadlines are only binding if confirmed in writing by VOLICO.de. Notwithstanding this, delivery dates and delivery deadlines stated in the written confirmation do not constitute fixed deadlines. Insofar as preparatory actions on the part of the customer are necessary for the execution of delivery, the delivery deadline of VOLICO.de shall not commence until such actions are completed.

(2) VOLICO.de shall be entitled to make partial deliveries.

(3) The customer shall have a right of withdrawal in accordance with the statutory stipulations in the event of default on the part of VOLICO.de. Notwithstanding this, such a right of withdrawal may only be exercised following the stipulation of a subsequent deadline indicating intention of rejection. Such a subsequent deadline must be given in writing and must be of a minimum of 4 weeks’ duration. VOLICO.de shall be liable in accordance with the statutory stipulations insofar as default of and/or delay in performance is the result of intent or grossly negligent breach of contract which is the responsibility of VOLICO.de, its representatives or vicarious agents. In other cases of default of and/or delay in performance, liability of VOLICO.de for compensation shall be limited to 10% of the value of the delivery besides and instead of performance. Further claims on the part of the customer are excluded. The limitations stated above do not apply in cases of liability for damage to life, limb or health.

(4) In the event that a customer is in default of acceptance from VOLICO.de, VOLICO.de may act at its own just and fair discretion and accord due consideration to its other delivery commitments in determining a new delivery deadline pursuant to § 315 German Civil Code, BGB.

§ 5 Payment conditions

(1) Insofar as nothing to the contrary has been determined, invoices of VOLICO.de shall fall due for payment without deduction 10 days after date of invoice. Default of payment shall be deemed to have occurred from the 11th day following date of invoice without any requirement for a reminder from VOLICO.de. This shall be without prejudice to the right of VOLICO.de to assert further claims for damages caused by a delay in payment. VOLICO.de shall be entitled to charge a fixed fee of €5 for each reminder.

(2) Partial deliveries may be invoiced separately.

(3) In the event of default of acceptance on the part of the customer, claims of VOLICO.de shall fall due irrespective of outstanding delivery.

(4) In the event that VOLICO.de becomes aware of facts and circumstances which cast doubt as to the solvency of a customer, VOLICO.de may issue a unilateral written declaration to state that all claims for which bills of exchange have been given, including conditional, limited and deferred claims, shall fall due for immediate payment. VOLICO.de may also obtain release from a duty to provide advance performance by issuing a unilateral written declaration and may require payment in advance or collateral prior to provision of performance. In the event that a customer fails to fulfil such a claim, VOLICO.de may set a subsequent deadline of 2 weeks in writing and may further, following the expiry of such a subsequent deadline without fulfilment, require compensation for non-fulfilment or withdraw from the contract.

(5) In the event that the customer is in default of payments due, VOLICO.de shall be entitled to withhold performance from other orders placed by the customer. To the extent that payment of such arrears is subsequently made, VOLICO.de shall be entitled to act at its own just and fair discretion and accord due consideration to its other delivery commitments in determining a new delivery deadline pursuant to § 315 German Civil Code, BGB.

§ 6 Setting off of claims, right of retention

(1) Claims may only be set off against VOLICO.de to the extent that counterclaims are not disputed by VOLICO.de or else are established in law.

(2) Insofar as the customer is a Registered Trader as defined under German Law, the customer shall have no rights of retention vis-à-vis VOLICO.de pursuant to § 273, 320 German Civil Code, BGB and § 369 German Commercial Code, HGB.

§ 7 Written form

All agreements comprising amendments or supplements to or further specification of the present General Terms and Conditions and all particular assurances, guarantees or understandings shall be given in writing. Assurances, guarantees and understandings given by representatives or vicarious agents of VOLICO.de shall only be binding if agreed in writing by VOLICO.de.

§ 8 Warranty, duty of examination and duty to provide notification of defect

(1) VOLICO.de shall provide subsequent performance free of charge for defects of which the customer has provided notification. VOLICO.de may choose to provide subsequent performance in the form of rectification of defects or by delivery of a new product, including delivery of new parts if appropriate. Customers shall have the right to delivery of a new product in cases where rectification of defects is unreasonable for the customer.

(2) The statutory stipulations shall apply to the extent that the present General Terms and Conditions do not contain any provisions or any divergent provisions regarding the prerequisites and consequences of non-fulfilment, reduction and withdrawal from contract.

§ 9 Liability

(1) The provisions contained within § 8 above and stated in Paragraph II shall apply accordingly in cases where performance cannot be used by the customer in accordance with the contract as a consequence of failure on the part of VOLICO.de to provide proposals and advice prior to or following the conclusion of the contract, as a consequence of erroneous provision of such proposals and advice or as a consequence of the breach of other ancillary contractual duties:

(2) VOLICO.de shall only be liable for damages not occurring to the goods forming the object of the present Agreement themselves – whatever the legal basis of any claims – in the following circumstances.

– in the case of intent – in the case of gross negligence on the part of the organs of the company or authorised company signatories – in every case of culpable breach of life, limb or health – in the case of defects and other circumstances which have been deliberately and wilfully concealed – in the case of defects the absence of which has been guaranteed – in cases where a guarantee of the nature of the goods or another guarantee has been given.

(3) In the case of culpable breach of material contractual duties, VOLICO.de shall also be liable for negligence on the part of employees who are not authorised company signatories. In case of liability for ordinary negligence, liability shall be limited to reasonably foreseeable damage typical of the contract.

(4) Further claims, in particular claims which relate to strict liability, shall be excluded.

(5) The above shall be without prejudice to liability pursuant to the German Product Liability Act.

§ 10 Place of jurisdiction

Place of jurisdiction in respect of any disputes arising from the contractual relations with VOLICO.de shall be agreed to be Böblingen, Germany.

§ 11 Place of fulfilment

Place of fulfilment for all claims and rights arising from agreements with VOLICO.de shall be Böblingen, Germany.

§ 12 Choice of applicable law

The present Agreement shall be solely governed by the law of the Federal Republic of Germany.

§ 13 Severability clause

In the event that individual provisions shall be null and void or shall be or shall become invalid, this shall be without prejudice to the overall validity of the remaining provisions contained within the present General Terms and Conditions.