General terms and conditions for the sale of new and used vehicles with or without special bodies of the company RAN GmbH, Im Zollhafen 24 / Kranhaus Süd, 50678 Köln - Germany
I. Conclusion of contract/Transfer of rights and obligations of the Purchaser; On-selling of the object of purchase prior to receipt
1. The Purchaser is bound to the order for four weeks in case of commercial vehicles, for six weeks in case of vehicles with special designs, which are not listed in the price list, for two weeks in case of vehicles which are available at the Purchaser. If the object of purchase is a used vehicle, the Purchaser is bound to the order for two weeks. The purchase agreement is deemed executed once the Seller has confirmed the acceptance of the order of the object of purchase described in detail within the respectively stipulated period in writing or has completed the delivery. The Seller is obligated to inform the Purchaser without undue delay if he does not accept the order.
2. The Purchaser is only entitled to transfer the rights and obligations from the Purchase Agreement as well as its sale, if a written consent of the Seller exists. This regulation applies up to the complete payment of the purchase price and the transfer of ownership to the object of purchase to the Purchaser. If the Purchaser violates this regulation, the Seller is entitled to withdraw from the contract without notice via written declaration.
1. If list prices are available for the ordered vehicle, they are binding. Delivery- or transfer costs and VAT as well as the costs for agreed supplementary services are invoiced additionally. The Seller will refer to those additional costs in the Purchasing Contract and itemise them.
2. If the Purchaser is a consumer, who is not acting in a commercial or other occupational capacity at the execution of the Purchasing Contract, the amount stipulated in the Purchasing Contract is to be paid as the purchase price, unless a delivery of up to four months is agreed upon or the delivery occurs within four months from date of order. Otherwise the purchase price is amended at the same ratio as the amendment of the list prices of the RAN GmbH for vehicles, special designs, transfer costs and VAT. Increases of list prices through the Seller between the written notice of the purchase price and the delivery are not calculated, if the Purchaser accepts the vehicle within the prescribed period.
The Purchaser may withdraw from the Contract if the amount of the purchase price for the vehicle and special design as well as the amount for the transfer in the purchase price notice exceeds the amount of the order of the same extent by more than 3%; in case of an agreed delivery time of at least 18 months by more than an average of 1.5% per contractual six-month-period. The Purchaser may only exercise the right of withdrawal within two weeks from receipt of the purchase price notice. The withdrawal has to be declared in writing.
3. If the purchaser is a legal entity under public law, a special fund under public law or a business person, who is acting in the capacity of a commercial or independent occupational capacity at the time of execution of the Purchasing Contract, the purchase price will in any event be amended at the same ratio as the difference between the list prices of RAN GmbH for the vehicle, special design and transfer costs plus VAT up to the day of delivery. Item 2 does not apply in this case.
1. The purchase price and the price for ancillary services are due and payable at the transfer of the object of purchase and hand-over or transmission of the invoice or any other accounting document. The purchase price is to be paid at the hand-over of the object of purchase in cash or to be paid into the stipulated account of the Seller within the term specified in the invoice or accounting document.
2. The Purchaser may only offset against the claims of the Seller if the counter claim was legally determined by enforceable title in the Federal Republic of Germany or if it is not disputed by the Seller. The Purchaser may only assert a right of retention if it is based on claims resulting from this Purchasing Contract.
IV. Delivery and default in delivery
1. Delivery deadlines or delivery terms, which may be agreed upon bindingly or non-bindingly, are to be provided in writing. Delivery terms commence with the execution of this Contract.
2. If the Seller exceeds the agreed non-binding delivery term or the agreed non-binding deliver deadline in case of new vehicles by at least six weeks or in case of used vehicles by 10 days, however in case of commercial vehicles by at least two weeks, the Purchaser may request delivery from the Seller. The Seller will be in default at the time of receipt of this request. If the Purchaser is entitled to compensation of default damage, the damage is limited to a maximum of 5% of the agreed purchase price in case of slight negligence by the Seller. If the Purchaser is entitled to a tax deduction, the amount of damage will be calculated according to the net purchase price (without VAT).
3. If the Purchaser furthermore wishes to withdraw from the Contract and/or demands compensation instead of the performance, he has to grant a grace period to the Seller of at least 14 days for delivery after the expiration of the 6-week period, 10 days after the expiration in case of used vehicles and two weeks after the expiration in case of used commercial vehicles according to Item 2. If the Purchaser is entitled to compensation instead of performance after the expiration of this period of grace, the claim is limited to a maximum of 10% of the agreed price in case of slight negligence, for used vehicles to a maximum of 10% of the agreed price. If the Purchaser is a legal entity under public law, a special fund under public law or a business person, who is acting in a commercial or independent occupational capacity at the time of the execution of the Contract, compensation claims in the event of slight negligence on behalf of the Seller are excluded.
If the Seller, during the time of default, is unable to deliver by chance, he is liable according to the above agreed liability limitations. The Seller is not liable, if the damage would also have occurred if the delivery had occurred in time.
4. If a binding delivery deadline or a binding delivery period is exceeded, the Seller is in default at the moment of exceeding the delivery deadline or the delivery period. The Purchaser’s rights are then determined according to Item 2, page 3 and Item 2 of this paragraph. This only applies if the binding delivery deadline or the binding delivery period was explicitly identified as such in the Contract.
5. Force majeure or operational interference incurred by the Seller or the Seller’s suppliers, which temporarily hinder the Seller due to no fault of his own from the delivery of the object of purchase in due time, alter the deadlines and periods stipulated in Items 1 to 4 by the duration of the performance interferences causing these circumstances.
If the respective interferences cause a performance delay of more than four months the Purchaser may withdraw from the Contract. Other rights of withdrawal remain unaffected here from.
6. Delays in the delivery, which are due to subsequent alteration- or special requests of the Purchaser, are not subject to the above mentioned regulations regarding default in delivery.
7. Construction- or form alterations, deviations in the colour as well as alterations of the scope of delivery on behalf of the manufacturer are reserved during the delivery period, if the alterations or deviations are reasonable for the Purchaser under consideration of the interests of the Seller. If the Seller or the manufacturer uses signs or numbers for the description of the order or the ordered object of purchase, rights cannot be derived from those alone.
1. The Purchaser is obligated to accept the object of purchase within 14 days from date of provision stipulated in the transfer information. If the Purchaser does not observe this period, the Seller, upon setting a period of grace of one week, may assert the rights mentioned in the following Item 2.
2. In case of non-acceptance or acceptance outside the due period the Seller may assert his legal rights. If the Seller demands compensation, the compensation amounts to 15% of the agreed purchase price without VAT. The amount of damage is to be calculated higher or lower if the Seller proves a higher damage or the Purchaser proves that no damage or a lesser damage has occurred.
VI. Reservation of title
1. The object of purchase remains the property of the Seller up to the settlement of the claims owed to the Seller based on the Purchasing Contract.
If the Purchaser is a legal entity under public law, a special fund under public law or a business person who is acting in the capacity of a commercial or independent occupational capacity at the time of execution of the Purchasing Contract, the reservation of title remains also for claims of the Seller against the Purchaser from ongoing business relationships until the settlement of claims owed to the Seller in connection with the purchase.
During the period of reservation of title the right of ownership for the registration certificate Part II (Registration Document (Fahrzeugbrief)) remains with the Seller.
Upon the Purchaser’s demand the Seller is obligated to relinquish the reservation of title if the Purchaser has undisputedly fulfilled all claims related to the object of purchase and if an appropriate surety exists for the remaining claims from ongoing business relationships.
2. In the event of default of payment by the Purchaser the Seller may withdraw from the Purchasing Contract. If the Seller is furthermore entitled to a compensation claim instead of performance and if he repossesses the object of purchase, Seller and Purchaser agree that the Seller will reimburse the Purchaser with the usual sales value of the object of purchase at the time of repossession. Upon the Purchaser’s request, which may only be made immediately after the return of the object of purchase, a publically appointed and sworn expert such as the Deutsche Automobil Treuhand GmbH (DAT) according to the Purchaser’s choice will determine the usual sales value. The Purchaser bears all costs of the repossession and processing of the object of purchase. The processing costs amount to 5% of the usual sales value without proof. They are to be assessed higher or lower, if the Seller can prove higher or the Purchaser can prove lower costs.
3. For the duration of the reservation of title the Purchaser may neither dispose the object of purchase nor contractually grant usage to a third party.
VII. Material defect
1. Claims of the Purchaser due to material defects in new vehicles become statute barred according to the legal regulations. This also applies for transporters regardless of the type of registration. However, if the Purchaser is a legal entity under public law, a special fund under public law or a business person, who is acting in the capacity of a commercial or independent occupational capacity at the time of execution of the Purchasing Contract, the material defect claims become statute barred after one year and claims regarding the remedy of the defect according to the technical requirements through replacement or remedy of faulty parts without charges for the required labour- and material costs after two years, respectively calculated from the date of delivery of the object of purchase.
If the purchaser of a commercial vehicle is a legal entity under public law, a special fund under public law or a business person, who is acting in the capacity of a commercial or independent occupational capacity at the time of execution of the Purchasing Contract, his claims pertaining to material defects become statute barred after one year. This limitation period also commences with the delivery of the vehicle.
For other Purchasers (consumers) the claims of the Purchaser based on material defects of vehicles become statute barred two years from delivery of the object of purchase.
2. Any further warranty claims against the manufacturer of the vehicle (if this is not the company RAN GmbH) remain unaffected here from, also any further rights resulting from fraudulent concealment of defects or the assumption of an independent warranty.
3. The Purchaser has to assert claims for the remedy of defects against the Seller, whereby a written confirmation is to be provided to the Purchaser at the receipt of the complaint only in the event of verbal notification of claims. If the object of purchase becomes unusable, the Purchaser has to coordinate with the Seller, whether the vehicle is to be brought to the Seller or is to be repaired on site by a company commissioned by the Purchaser at the expense of the Seller.
4. If the Seller or a company commissioned by the Seller replaces parts of the vehicle in the context of warranty, the replaced parts become the property of the Seller. The Purchaser may assert material defect claims for the parts installed for the purpose of the defect remedy up to the expiration of the limitation period based on the Purchasing Contract. The Purchaser may only assert compensation claims based on the following Item VIII.
1. The Seller’s legal liability for slight negligently caused damages is limited as follows:
A liability only exists in case of the violation of duties essential to the contract and is limited to foreseeable, typical damages at the time of the execution of the contract. Duties essential to the contract in this context are those, which the Purchasing Contract particularly intends to impose on the Seller according to its content and purpose or the fulfilment of which alone would enable the execution of the Purchasing Contract and upon which the Purchaser regularly relies and may rely. If the damage is covered by an insurance taken out by the Purchaser for the respective case of damage (except lump-sum insurance), the Seller is only liable for any related disadvantages of the Purchaser, e.g. higher insurance premiums or disadvantages up to the settlement of the claim by the insurance company. The Seller is not liable for damages caused by slight negligence due to a defect of the object of purchase.
2. A possible liability of the Seller due to fraudulent concealment of a defect, from the assumption of a warranty or a procurement risk and according to the product liability act remains unaffected here from.
3. The Seller’s liability for delivery delay is conclusively regulated in section IV.
4. The personal liability for the legal representatives, vicarious agents and employees of the Seller is excluded for damages caused by these persons due to slight negligence.
5. The liability limitation of this section does not apply in case of violation of life, body and health.
IX. Place of fulfilment, place of jurisdiction and applicable law
1. Place of fulfilment for the delivery of the object of purchase is the registered seat of the Seller.
2. Exclusive place of jurisdiction for all present and future claims arising from the business connection with business persons in terms of § 14 German Civil Code including claims from bills of exchange and cheques is the registered seat of the Seller.
3. The same place of jurisdiction applies if the Purchaser does not have a general domestic place of jurisdiction, moves his place of residence or usual place of abode abroad after the execution of the Contract or if his residence or usual place of abode is not known at the time of the commencement of proceedings. For the remainder the place of residence of the SELLER is deemed the place of jurisdiction for claims of the Seller against the Purchaser.
4. The Contract is exclusively subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of the 11.4.1980 does not apply.
X. Severability clause
If conditions of this Contract are partially or completely legally ineffective or unfeasible or if they lose their legal effectiveness or enforceability at a later date, the effectiveness of the remaining conditions of this Contract will not be affected. The same applies if it should become evident that the Contract contains a gap. In place of the ineffective or unenforceable condition or to fill the gap a suitable condition shall apply, which is closest to the intention of the contractual partners or the meaning and purpose of the Contract, if this point had been considered at the time of conclusion of the Contract. This also applies, if the ineffectiveness of a condition is based on a measure of service (period or deadline) prescribed in the Contract; in this event a similar legally valid measure of the service (period or deadline) shall be deemed as agreed upon.