General terms and conditions for the sale of new and used vehicle parts

-Parts Sales Conditions-

Preamble

1. (1) These Terms and Conditions for the Sale of New and Used Vehicle Parts/Spare Parts shall apply to all offers and contracts made or agreed between the Buyer and Ernst Dello GmbH & Co. KG (Seller). They shall apply for the entire duration of the business relationship. Any deviating agreements shall be made in writing or confirmed in writing by the Seller.
2. 2. buyer is every natural or legal person, also such of the public right on the area of the private right, which concludes a sales contract with Ernst Dello GmbH & Co. KG concludes a purchase contract.
3. 3. the terms entrepreneur and consumer are defined by law.

I. Payment

1. 1. the purchase price and prices for ancillary services shall be due for payment upon delivery of the object of purchase and handing over or sending of the invoice. Express reference is made to § 286 para. 3 BGB, which stipulates that default occurs at the latest 30 days after the due date, even without a reminder, in the case of a consumer if this has been pointed out to him in the invoice or payment schedule. In the event of default, all payment terms in the transactions concluded between the Buyer and the Seller shall cease to apply and the full purchase price shall become due immediately.
2. (2) The Seller may, at its discretion, demand advance payment or collateral if circumstances become known before or after conclusion of the contract which cast doubt on the creditworthiness of the Buyer. This shall also be the case in the event of default.
3. 3. for the duration of the business relationship, the buyer, who has given a direct debit and/or direct debit (SEPA mandate), waives his right to revoke debits at his bank during the agreement on the chosen direct debit procedure. The Buyer shall inform its bank of this and provide proof of this to the Seller upon request.
4. (4) The Buyer may only offset claims of the Seller if the Buyer's counterclaim is undisputed or a legally binding title exists. This does not apply to counterclaims of the Buyer arising from the same purchase contract. He can only assert a right of retention if it is based on claims from the same contractual relationship.
5. 5. if the buyer does not pay the due purchase price and prices for additional services or does not pay in accordance with the contract, the seller can withdraw from the contract and/or, in the case of culpable breach of duty by the buyer, demand damages instead of performance if he has unsuccessfully set the buyer a reasonable deadline for performance, unless the setting of a deadline is dispensable in accordance with the statutory provisions.
6. 6. the granting of a cash discount must be agreed separately in writing.

II Delivery and Delay in Delivery

1. (1) Delivery dates and delivery periods, which may be agreed as binding or non-binding, must be stated in writing. Agreed delivery periods shall commence upon conclusion of the contract.
2. (2) The Seller reserves the right to make changes in design or form, deviations in color and changes in the scope of delivery on the part of the manufacturer during the delivery period, provided that the changes or deviations are reasonable for the Buyer, taking into account the interests of the Seller.
3. The use of signs or numbers by the Seller or the Manufacturer to designate the order or the ordered object of purchase shall not give rise to any rights with regard to the specification of the object of purchase or the scope of delivery.
4. 4. ten days at the earliest after a non-binding delivery date or a non-binding delivery period has been exceeded, the Buyer may request the Seller to deliver within a reasonable period of grace. Upon expiration of this grace period, the Seller shall be in default. A claim for compensation for damage caused by delay shall only exist if the Seller has caused the delay or the impossibility of delivery by gross negligence. The damage caused by delay is limited to a maximum of 5% of the purchase price, unless a higher or lower damage caused by delay is proven.
5. (5) If, in addition, the Purchaser wishes to rescind the contract and/or claim damages in lieu of performance, it must also grant the Seller a reasonable grace period for delivery after expiry of the ten-day period pursuant to Clause 4 of this Section.
6. If the purchaser has a claim for damages instead of performance, the claim shall be limited to a maximum of 25% of the agreed purchase price in the event of slight negligence. If the Buyer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity when concluding the contract, claims for damages in case of slight negligence shall be excluded.
7. If, while the Seller is in default, delivery becomes impossible by chance, the Seller shall be liable with the limitations of liability agreed above. The Seller shall not be liable if the damage would also have occurred in the event of timely delivery.
8. (6) The limitations and exclusions of liability in this section shall not apply to damage resulting from a grossly negligent or intentional breach of obligations by the Seller, its legal representative or its vicarious agent, or in the event of injury to life, limb or health.
9. (7) Force majeure or operational disruptions occurring at the Seller or its suppliers which temporarily prevent the Seller, through no fault of its own, from delivering the object of purchase on the agreed date or within the agreed period shall change the dates and periods specified in clauses 1 to 5 of this section by the duration of the performance disruptions caused by these circumstances. If corresponding disruptions lead to a delay in performance of more than four months, the Buyer may withdraw from the contract. Other rights of withdrawal shall remain unaffected.
10. (8) The commercial recipient shall dispose of the transport packaging in accordance with national regulations.

III Acceptance

1. 1. the buyer is obliged to accept the object of purchase within eight days from receipt of the notification of readiness. In the event of non-acceptance, the Seller may exercise its statutory rights.
2. 2. If the Seller claims damages on the basis of a statutory claim, such damages shall amount to a lump sum of 10% of the purchase price. The compensation shall be set higher or lower if the Seller proves a higher damage or the Buyer proves that a lower damage or no damage at all has occurred.

IV. Retention of Title

1. (1) The object of purchase shall remain the property of the Seller until the claims to which the Seller is entitled on the basis of the contract of sale have been settled.
2. If the Buyer is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of his commercial or independent professional activity when concluding the contract, the retention of title shall also apply to claims of the Seller against the Buyer arising from the ongoing business relationship until settlement of any claims to which the Seller is entitled in connection with the purchase.
3. At the Buyer's request, the Seller shall be obliged to waive the retention of title if the Buyer has incontestably settled all claims in connection with the object of purchase and adequate security exists for the remaining claims from the ongoing business relationship.
4. 2. the buyer is entitled to process and sell the object of purchase in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security any claims arising from the resale or any other legal reason with respect to the object of purchase in the amount of the invoice amount pursuant to Section II. "Payment", Item 1. The Seller revocably authorizes the Buyer to collect the claims assigned to the Seller for the Seller's account in its own name. This authorization to collect may only be revoked if the Buyer fails to duly meet its payment obligations.

V. Liability for material defects

1. 1. claims of the purchaser due to material defects shall become statute-barred in two years for new vehicle parts and in one year for used parts, in each case from the time of handover of the object of purchase.
2. If the purchaser is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or independent professional activity at the time of conclusion of the contract, the claims due to material defects for new vehicle parts shall become statute-barred after one year from the time of handover of the object of purchase; in the case of used vehicle parts, the liability for material defects shall be excluded.
3. (2) The shortening of the statute of limitations and the exclusion of liability for material defects in Section 1 of this clause shall not apply to damage caused by a grossly negligent or intentional breach of obligations by the Seller, its legal representative or its vicarious agent, or in the event of injury to life, limb or health.
4. 3. if the seller has to pay for a damage caused by slight negligence due to legal regulations, the seller's liability shall be limited:
5. Liability shall only exist in the event of a breach of material contractual obligations, such as those which the purchase contract specifically intends to impose on the Seller according to its content and purpose, or the fulfillment of which makes the proper performance of the purchase contract possible in the first place and on the observance of which the Buyer regularly relies and may rely. This liability is limited to the typical damage foreseeable at the time of conclusion of the contract. The personal liability of the legal representatives, vicarious agents and employees of the seller for damages caused by them due to slight negligence is excluded.
6. Clause 2 of this section shall apply mutatis mutandis to the aforementioned limitation of liability and the aforementioned exclusion of liability.
7. (4) Irrespective of any fault on the part of the Seller, any liability on the part of the Seller in the event of fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk and in accordance with the Product Liability Act shall remain unaffected.
8. 5. the sold vehicle and/or spare parts are suitable exclusively for the installation in the vehicles indicated in the catalogs with the respective specific vehicle data and are usual only for these. If the vehicle and/or spare parts are installed in other, tuned, or non-standard vehicles, or otherwise misappropriated, or used in an unusual way, the warranty is excluded.
9. If the item has been installed or used as part of an assembly, the buyer must prove in the event of a defect that the assembly or installation was carried out professionally. If the buyer is not a consumer, § 439 paragraph 3 BGB is waived.
10. 6. the buyer, who is not a consumer, carries the costs for the return of the commodity. If a defect is found, the buyer will be reimbursed the costs. If the goods are returned freight collect, the buyer shall always bear the additional costs incurred due to the freight collect consignment of goods.
11. 7. if a removal of defects is to be carried out, the following applies:
12. a) Claims for material defects must be made by the Buyer to the Seller. In the case of verbal notification of claims, the Buyer shall be provided with a written confirmation of receipt of the notification.
13. b) Replaced parts shall become the property of the Seller.

VI Liability for other damages

1. 1. other claims of the purchaser which are not regulated in section V. "liability for material defects" shall become time-barred within the regular limitation period.
2. 2 Liability for delay in delivery is conclusively regulated in Section III "Delivery and Delay in Delivery". For other claims for damages against the Seller, the provisions in Section V. "Liability for Material Defects", Sections 3 and 4 shall apply accordingly.
3. 3. transport damages must always be claimed from the carrier.

VII Place of Jurisdiction, Final Provisions, Severability Clause

1. (1) The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims based on bills of exchange and checks, shall be the Seller's place of business.
2. The same place of jurisdiction shall apply if the Buyer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is brought. Otherwise, in the event of claims by the Seller against the Buyer, the Buyer's place of residence shall be the place of jurisdiction.
3. (3) German law shall apply exclusively between the Buyer and the Seller. Other law is not applicable. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. Instead of the ineffective provisions, the legally effective provision that comes closest to the purpose pursued by the ineffective provision shall apply.

VIII. Notice pursuant to § 36 Consumer Dispute Settlement Act (VSBG)

4. Ernst DELLO GmbH & Co. KG will not participate in any dispute resolution proceedings before a consumer arbitration board within the meaning of the VSBG and is not obliged to do so.

Stand: Juli 2026