General Terms & Conditions
CAE Shifting Technology GmbH
1. The following General Terms & Conditions are a component of all our sales and delivery agreement. They apply to all products and services we provide. We object to the validity of any General Terms & Conditions of the ordering party even in a case in which they are communicated to us in writing or in any other way.
2. In commercial transactions, these General Terms & Conditions also apply to all future dealings between the contractual partners; this does not require a renewed reference to the General Terms & Conditions or a renewed acknowledgement of the General Terms & Conditions.
II. Quotation and conclusion of contract
1. The product descriptions and depictions, diagrams, information as well as data regarding dimensions, weight and performance data included in our catalogue or in similar documents as well as those made with another offer are non-binding. We reserve the right to make small changes or technical improvements to the product being delivered without this affecting the contract in question.
2. The order signed by the purchaser or submitted via e-mail is binding. We are entitled to accept the contractual offer contained in the order within two weeks. The acceptance can be declared by sending the order confirmation or the invoice or by delivering the goods.
3. If the purchaser is in default with his approval obligation, then, after setting a reasonable new deadline connected with a threat of non-performance, we are entitled to demand damages in the amount of 30% of the purchase price. The sum of indemnity is correspondingly higher or lower if we prove a higher damage or the contractual partner proves a lower damage.
4. . In case of custom-made goods we are entitled to demand payment of up to 50% of the purchase price before commencing production.
1. The prices agreed for purchased goods are understood to be off the shelf at CAE without assembly or other ancillary services including the value added tax applicable in Germany.
2. The price on the day of the order applies. The prices named in the order confirmation are final.
3. If the contractual partner defaults on his payment, we will invoice for interest in the amount of 5% above the base lending rate according to § 1 of the Discount Rate Transition Act as well as a 3% processing fee of the net purchase price. If we can prove higher damages incurred as a result of the default, then we are entitled to claim this.
4. The purchaser can deduct only counterclaims that are legally established, uncontested or recognised by us.
5. The purchaser is entitled to a right of detention as far as his counterclaims are legally binding, established, uncontested or recognised by us.
IV. Delivery / lead delivery time
1. The delivery of ordered goods takes place – except for custom-tailored goods – approx. 2-3 weeks after the contract is concluded. After expiration of the agreed lead delivery time, the purchaser is entitled to grant us an extension of four weeks from the day of the reminder by the purchaser presented in writing and, if this deadline is not met, to withdraw from the contract.
2. If nothing to the contrary has been agreed, we only deliver in return for advance payment via bank transfer.
3. We are entitled to make partial deliveries to a reasonable extent.
4. The purchaser bears the costs for packaging and transport. Shipping takes place as per our choice. We deliver in standard commercial packaging. The costs for any required special packaging or express delivery services are borne by the purchaser. Insurance against transport damages and lost is only taken out on request and against an extra charge.
5. The delivery takes place from the warehouse at Essen/Ruhr to the delivery address indicated by the customer. The risk is transferred to the customer as soon as the delivery is handed over from CAE to a dispatcher commissioned by CAE, even if partial deliveries take place or freight-paid delivery has been agreed. This also applies to return consignments, which as a basic principle must be delivered to the warehouse at no expense to CAE. Transport damages must be reported to the shipping company immediately and the circumstances and details recorded. If the purchaser makes warranty claims against us, then the facts of the case must be presented.
6. The delivery of products exclusively takes place in small amounts.
7. Indications regarding delivery time are non-binding unless in an exceptional case the delivery deadline was expressly confirmed.
V. Title retention
1. We reserve the retention of title to the goods delivered by us up to the point when all payments relating to the contract have been made. In case of any violations of the contract on the part of the purchase, in particular a payment default, we are entitled to demand the return of the goods.
VI. Compensation for damages
1. In the case of a default in providing the goods or services for which we are responsible, an impossibility of performance for which we are responsible, a positive violation of the contract for which we are responsible as well as a violation of our obligations in the contractual negotiations for which we are responsible, the right of the contractual partner to demand compensation for damages is limited to the cases of
a) slightly negligent violations of significant contractual obligations as well as
b) intentional or grossly negligent violations of contractual obligations.
In the case of slight negligence, our obligation to provide compensation for damages is limited to the anticipated damages.
2. In addition, our liability in commercial transactions in case of violations of contractual obligations by simple auxiliary persons (not legal representatives and managerial employees) is generally limited to the anticipated damages.
VII. Exchange, warranty, liability
1. All information regarding the suitability, use and handling, technical consulting and other information are provided to the best of our knowledge, though they do not free the customer from having to carry out his own inspections and trials.
2. On receiving the goods, the customer is to immediately check them for defects with regard to manufacture and fitting accuracy; otherwise the goods are considered to be approved. Complaints must be reported to the company CAE Shifting Technology GmbH– Alte Bottroper Straße 103, D-45356 Essen, Germany in writing or via email within 14 days.
According to the German Civil Code (BGB) § 355, the purchaser has a right of withdrawal of 2 weeks. This right of withdrawal does not come into effect on the delivery of goods that are manufactured according to customer specifications (custom-made goods) or that are clearly tailored to the personal needs of the customer. Also, parts that were already mounted or installed cannot be exchanged.
3. CAE products are designed exclusively for motor sports and are expressly declared and sold as motor sports parts. A warranty in the conventional sense is excluded due to the high stresses involved in motor sports. Warranty claims are exclusively in relation to manufacturing or functionality defects of the pure object of purchase itself. Any additional liability, e.g. for motor, transmission or personal damages is entirely excluded.
4. If the delivered goods exhibit a deficiency in title or a material defect or if a characteristic or functionality guaranteed by CAE is lacking as well as in the case of a delivery being incomplete, in excess or wrong (defects), CAE will provide a replacement delivery or provide a remedy at the choice of the customer. CAE is not obligated to eliminate defects as long as the customer has not met his payment obligations.
5. Warranty claims do not arise if the fault can be traced back to a violation of operation, maintenance, or installation instructions, unsuitable or improper use, faulty or negligent treatment and natural wear and tear as well as any intervention with the object of delivery carried out by the customer or third parties. Any work carried out as a result of any of these events is billed at our usual hourly rate.
6. In a case in which CAE allows a reasonable period to provide remedy for a defect or has provided two remedies or one replacement delivery and the reported defect remains, as well as in a case in which CAE refuses a required remedy or replacement delivery without justification or unduly delays same or if a remedy is not reasonable to the customer for other reasons, the customer can, instead of remedy or replacement delivery, withdraw from the contract or make a claim for a reduction.
7. Warranty claims against CAE due to non-approval of changes or conversions by the TÜV (Technical Inspection Authority) or DEKRA (technical expert organisation). The customer bears the burden of proof in the sense of the technical specifications in motor sports (regulations).
8. The transfer of warranty claims to third parties is excluded.
9. In case of manufacture according to customer specifications, the customer is to ensure and promise that no industrial property rights and other rights of third parties are violated.
VIII. Place of fulfilment, legal venue, legal system
1. For contracts with merchants, legal persons under public law and a special fund under public law, the place of fulfilment for delivery and payment is agreed to be our registered office and the legal venue is agreed to be Essen/Ruhr, Germany. However, we are also entitled to take legal action at the location of the registered office or of a branch office of the buyer.
2. If the contractual partner does not have a general legal venue in Germany or if after concluding the contract the contractual partner moves his residence or main residence out of the territory in which the code of civil procedure (Zivilprozessordnung - ZPO) applies, then Essen/Ruhr is also the legal venue. This also applies if the residence or main residence of the contractual partner is not known at the time legal action is taken.
3. All legal disputes resulting from this contractual relationship are subject to the laws of the Federal Republic of Germany.
CAE Shifting Technology GmbH
Alte Bottroper Straße 103 · 45356 Essen
VAT ID Nr.: DE300194331