These GTCs shall apply worldwide insofar as mandatory statutory provisions do not conflict with them.
These GTCs regulate the legal relationships between the company Auto Leder Atelier GmbH (hereinafter abbreviated as: ALEA) and
– Suppliers of ALEA
– Dealers supplied by ALEA
– End customers who are in direct contact with ALEA.
The abovementioned persons shall collectively be designated hereinafter as the “Contractual Partners”.
II. APPLICABILITY OF THE GENERAL BUSINESS TERMS AND CONDITIONS OF CONTRACTUAL PARTNERS
Any deviating Business Terms and Conditions of Contractual Partners are hereby expressly contradicted by ALEA and are therefore non-binding.
GTCs of Contractual Partners shall only bind ALEA if ALEA expressly agrees to these in writing.
1. Closure of contracts
Offers made by ALEA shall always remain subject to change. This applies in particular to verbal offers made by ALEA’s sales representatives.
Insofar as offers by ALEA are to become binding, they must be laid down in writing in order to be effective. The written form shall also be deemed as complied with if the offers are transmitted by fax or e-mail.
If a Contractual Partner does not object to an offer within three days of receipt, then the contract between ALEA and the Contractual Partner shall be concluded with the content of the offer. This does not apply if the Contractual Partner is not a merchant.
If the Contractual Partner amends the offer received from ALEA and submits this amended offer to ALEA as a new offer, a contract on this amended offer is not concluded if ALEA maintains silence regarding this amended offer. A contract on this amended offer shall only be concluded if ALEA expressly accepts it in writing.
Information pertaining to ALEA goods, in particular with regard to their quality, technical data, dimensions etc., are only approximate and estimated. They do not constitute a guarantee of quality unless the guarantee takes place expressly and in writing. Ancillary agreements must be in writing in order to be effective. This written form requirement cannot be waived orally.
2. Place of fulfilment
The place of fulfilment for both contracting parties is Munich (Germany).
3. Place of jurisdiction
The place of jurisdiction is Munich (Germany) if the Contractual Partner is a merchant. This also applies for the processing of bills of exchange or cheques.
4. Choice of law
German law shall be agreed upon between the parties for the contractual relationships and all disputes arising from these. This shall also apply if the Contractual Partners are located abroad. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
5. Third-party property rights
Insofar as ALEA supplies Contractual Partners outside the Federal Republic of Germany, ALEA shall assume no liability if the delivery by ALEA infringes the property rights of third parties.
6. Severability clause
Should these General Business Terms and Conditions be invalid in whole or in part, then this shall not affect the validity of the remaining Business Terms and Conditions nor the validity of the contract concluded between ALEA and the Contractual Partner.
IV. SPECIAL GENERAL BUSINESS TERMS AND CONDITIONS FOR SUPPLIERS
The following provisions apply to the legal relationship between ALEA and suppliers.
Only the contents of the written orders of ALEA shall apply.
Orders from ALEA must be confirmed in writing within two days. After expiry of this period, ALEA shall no longer be bound by the underlying contract if confirmation has not been provided.
By confirming the order, the supplier guarantees that the ordered goods are of the quality standard demanded by ALEA.
3. Delivery deadlines
The delivery deadlines stated in an ALEA order are binding.
Should a delay in delivery prove imminent, then ALEA shall be notified immediately, with reasons for the delay.
If the supplier has not complied with the agreed delivery deadline, and ALEA has set them a reasonable deadline for delivery, then ALEA shall be entitled to withdraw from the contract as a whole or in part, or to claim for damages instead of performance.
Delivery and shipping shall take place at the supplier’s risk free to ALEA’s business address or to the place of delivery specified by ALEA. The costs for packaging, freight and insurance shall be borne by the supplier.
Insofar as “delivery ex works” has been agreed in individual cases, the supplier shall ensure the most favourable shipment for ALEA and the correct declaration.
5. Violation of obligations due to defects
The supplier shall guarantee that the delivered goods comply with the legal provisions applicable to their use as well as the latest technological standards, and that no rights are violated.
ALEA shall report defects in the delivered goods, insofar as they can be detected during inspection within the ordinary course of business, within 14 days after receipt of the goods. ALEA shall report defects that were not identifiable during such an inspection within a period of ten days after being made aware of them. Dispatch of the notice of defect to the supplier shall be sufficient to comply with the time limit. The notice of defects can be made by fax or by e-mail.
The supplier shall be held liable to ALEA for all damages resulting from the breach of a contractual obligation.
The liability of the supplier for claims for defects shall be at least 24 months from handover of the goods to ALEA or to the customer named by ALEA.
- 479 Section 2 of the German Civil Code (BGB) shall apply accordingly.
6. Product liability
The supplier shall indemnify ALEA against all claims for damages by third parties which are based on product damage, the cause of which lies within the supplier scope or within its organisational area. The supplier shall reimburse ALEA for all costs arising from complaints due to product damage.
7. Invoicing and payment
Invoices shall be sent in duplicate by post to ALEA’s business address. Payment shall be made within ten days with a 3% early-bird discount or within 60 days net.
Payments by ALEA to the supplier shall neither constitute an acknowledgement of proper fulfilment nor a waiver of the supplier’s liability for defect claims.
The supplier may only assign claims to which it is entitled against ALEA subject to ALEA’s written consent.
9. Confidentiality regarding documents and items provided
All documents and items that ALEA provides to the supplier for the purpose of submitting an offer or executing an order shall remain the property of ALEA, and may not be used for other purposes. In particular, they may not be reproduced or made accessible to third parties. After completion of the order, all documents or items are to be returned to ALEA.
The supplier undertakes to use the knowledge and experience acquired on the occasion of the execution of an order exclusively for the execution of orders from ALEA, and not to disclose them to third parties.
V. DELIVERY CONDITIONS FOR CONTRACTUAL PARTNERS WHO ARE DEALERS
The following General Business Terms and Conditions apply only to legal relationships between ALEA and dealers.
2. Prices and conditions of payment
Unless otherwise agreed in writing, the prices quoted by ALEA are ex-works or ex delivery warehouse. Packaging shall be charged separately according to expenditure.
The statutory value added tax is not included in the prices quoted. It is shown separately on the invoice and corresponds to the applicable tax rate in each case.
If the vehicles are delivered to ALEA more than four months after conclusion of the contract, then ALEA shall be entitled to increase the agreed price in accordance with any price increases that have occurred up to that point. The price increase shall take effect as soon as the dealer has been notified of it in writing.
Payment shall be made net within 10 days of receipt of the goods.
Rights of retention of the dealer based on another contractual relationship are excluded.
The dealer’s rights of retention based on the same contractual relationship are also excluded if the dealer is a person within the meaning of § 310 Section 1 Sentence 1 of the German Civil Code (BGB), and the counterclaim is disputed or has not been finally determined by a court of law.
Offsetting is only permissible if the counterclaim to be offset is undisputed or has been legally established.
Should the dealer be in default of payment, then ALEA shall be entitled to demand interest to the amount of 8% above the base interest rate from the date of default if the dealer is an entrepreneur or another person within the meaning of § 310 Section 1 Sentence 1 of the German Civil Code (BGB). If this is not the case, then the interest rate shall be 5% above the respective base interest rate.
ALEA expressly reserves the right to prove higher damage caused by default.
If the dealer is in arrears with a due payment in whole or in part, then ALEA is entitled to withdraw from the contract after the unsuccessful expiry of a reasonable deadline set for them. The right of withdrawal shall also exist in favour of ALEA if circumstances become known which warrant reduction of the dealer’s creditworthiness.
If ALEA declares its withdrawal, then ALEA is entitled to have the goods delivered by ALEA marked, stored and collected at the dealer’s expense. The dealer hereby declares their consent that, for this purpose, the persons commissioned by ALEA to collect the goods may enter and drive onto the dealer’s premises where the goods are located. This declaration of consent is irrevocable.
3. Retention of title
The goods delivered by ALEA shall remain the property of ALEA until all claims arising from the specific order have been fulfilled. In relation to entrepreneurs and other persons within the meaning of § 310 Section 1 Sentence 1 of the German Civil Code (BGB), ALEA shall retain title until all claims to which ALEA is entitled against the dealer for any legal reason arising from the business relationship have been fulfilled.
The dealer shall undertake to sell the reserved goods only in the ordinary course of business, under their normal terms and conditions and as long as they are not in arrears with payment. The dealer shall only be entitled to sell the goods subject to retention of title subject to the proviso that the claim from the resale is transferred to ALEA in accordance with the following provisions. They are not entitled to dispose of the reserved goods in any other way.
The dealer shall hereby assign their claims from the resale of the reserved goods to ALEA and shall notify ALEA whether the reserved goods are sold to one or more buyers. The dealer shall be entitled to collect the assigned claims from the resale until revocation by ALEA, which is possible at any time. Under no circumstances shall the dealer be entitled to assign the claims to third parties.
Upon ALEA’s request, the dealer shall be obligated to immediately notify the customer of the assignment and to prove this notification to ALEA. Furthermore, the dealer hereby undertakes to send to ALEA the information and documents necessary for the collection of the assigned claims.
ALEA shall be obligated towards the dealer to release securities from the retention of title if their realizable value exceeds ALEA’s claim by more than 20%.
The dealer shall be obligated to notify ALEA immediately of any seizure or other interference by third parties.
4. Delivery time
ALEA shall deliver three weeks following delivery of the vehicle or collection of the vehicle by ALEA.
If ALEA is in default with the delivery and the dealer has unsuccessfully set a reasonable grace period, then the dealer may withdraw from the contract after this grace period has expired. Claims for damages by the dealer due to violation of obligations are excluded, unless ALEA or vicarious agents of ALEA have caused the violation of obligations through gross negligence or intentionally
Unforeseen events for which ALEA cannot be held responsible, such as a lack of energy, delays in the delivery of essential components, import difficulties, operational and traffic disruptions, strikes, lockouts, force majeure and others, shall extend the delivery time to an appropriate extent.
If ALEA is unable to perform even after a reasonable extension, both the dealer and ALEA shall be entitled to withdraw from the contract.
Shipping and transfer of risk: ALEA delivers the vehicle free to the dealer’s premises. The shipping route and method shall be determined by ALEA. ALEA is only obliged to take out transport insurance if expressly instructed to do so in writing by the dealer. The risk shall pass to the dealer as soon as the goods are handed over to them.
Violation of time limit due to defects: The dealer must inspect the goods immediately after receipt, and recognizable defects have to be reported to ALEA in writing within one week. If this does not happen, then the goods are considered as approved.
ALEA’s liability towards the dealer shall be limited to supplementary performance, i.e., ALEA shall decide whether replacement delivery or repair. The defective goods or the replaced parts must be returned by the dealer to ALEA.
If the supplementary performance has failed or if ALEA cannot provide it, the dealer shall be entitled to withdraw from the contract or to reduce the purchase price. ALEA shall be liable for defects for two years from delivery of the goods; if the dealer is an entrepreneur or other person within the meaning of § 310 Section 1 Sentence 1 of the German Civil Code (BGB), then the limitation period shall be one year.
Other claims of the dealer than those mentioned above, regardless of the legal grounds, shall be excluded. In particular, ALEA shall not be liable for damages that have not occurred to the goods themselves, nor for any other financial losses of the dealer.
The above exemption from liability shall not apply to personal injury; it shall not apply to other damages insofar as the cause of damage is caused by intent or gross negligence. Finally, it shall not apply insofar as damage is caused by the absence of a quality which ALEA has guaranteed. The exclusion of further liability for damages shall not apply to claims under §§ 1, 4 of the Product Liability Act.
VI. General Business Terms and Conditions for end consumers
For end consumers, the Business Terms and Conditions as laid down above for dealers shall apply insofar as they apply mutatis mutandis to end consumers.
Deviating from the General Business Terms and Conditions for dealers, the following regulations shall apply to end consumers who are also consumers within the meaning of § 13 of the German Civil Code (BGB): The prices stated by ALEA are final prices incl. VAT.
End consumers shall pay in cash against delivery of the vehicle.
If the delivery takes place later than four months after conclusion of the contract, ALEA shall only be entitled to increase the price if the end consumer agrees. If the end consumer does not agree, then ALEA is entitled to withdraw from the contract.
Any rights of retention of the end consumer based on another contractual relationship shall be excluded. Any rights of retention of the end consumer based on the same contractual relationship may be exercised without restriction.
If defective goods are delivered by ALEA to the end consumer, then the statutory provisions shall apply.