Algemene Leverings-en betalingsvoorwaarden
1. General Information
1.1 The herein mentioned „Terms and Conditions“ apply to all kind of business relations with our customers (hereinafter referred to as „buyer“) as well as for all deliveries, services and orders by the online-shops rema-germany.se, rema-germany.pl, rema-germany.nl, rema-germany.lv, rema-germany.pt, rema-germany.no, rema-germany.lu, rema-germany.it, rema-germany.es, rema-germany.at, rema-germany.fr, rema-germany.pl, rema-germany.com, rema-germany.de, rema-germany.eu, rema-germany.dk, rema-germany.uk, rema-germany.be, rema-germany.cz of the company APS, Automotive Product Solutions Germany GmbH, Schuckertstr. 4, 48712 Gescher (hereinafter referred to as „APS Germany GmbH“).
1.2 Exclusively our terms and conditions apply. We do not accept terms and conditions of the buyer which oppose or deviate from our terms and conditions, unless we should have expressly agreed on their validity in writing. Our terms and conditions also apply if we carry out deliveries whilst being aware of other terms and conditions of the buyer which deviate from our terms and conditions.
1.3 Our terms and conditions are also valid for all future business with the buyer.
1.4 Our product offer is exclusively directed at entrepreneurs. For purposes of these terms and conditions, an entrepreneur means any natural or legal person or legal entity, who acts according to commercial or professional independent activity when the contract is concluded (§ 14, article 1 BGB).
1.5 Individual agreements with the buyer have priority to these terms and conditions (including subsidiary agreements, changes and supplements). They require a written form and our written confirmation in order to be effective.
1.6 Legally significant statements and notifications of the buyer after conclusion of the contract (like deadline, notice of defects, resignation or reduction) require a written form to be effective.
1.7 References to the effectivity of legal requirements only have a clarifying purpose. Legal requirements are effective even without such a clarification if they had not been directly modified or explicitly excluded from our terms and conditions.
2. Contract conclusion and modifications
2.1 Our offers are subject to change and non-binding; including the documents pertaining to the offer such as catalogues, technical documentation (e.g. drawings, calculations, illustrations, descriptions, references to DIN-norms), other product descriptions or information material – also in electronic form. We reserve the copy and property right for such documents.
2.2 In case of special requirements being ordered, we reserve the right to carry out short or excess deliveries.
2.3 By placing an order the buyer makes a binding offer to buy the specific product. This offer is valid until termination of the following third working day.
2.4 After receiving the offer, we will immediately send a confirmation of receive to the buyer. This confirmation does not mean the acceptance of the offer. Only the declaration of acceptance by us (by E-Mail, Fax) and the dispatch of the ordered product make the offer formally accepted and effective. Oral agreements by APS Germany GmbH before the conclusion of the contract are non-binding. Oral agreements between the Parties will be replaced by the contract as long as they are not explicitly meant to be binding.
2.5 The order procedure by our Online-Shops can be done within six steps. First step: the buyer chooses the specific products. Second step: The buyer indicates customer data including invoice address and if necessary deviant delivery address. Third step: the buyer chooses form of payment. Fourth step: the buyer has got the possibility to check again all data indicated (e.g. name, address, and form of payment, chosen products) and to correct them if necessary. Fifth step: the buyer can „accept“ our terms and conditions by pressing the button „accept terms and conditions“. Sixth step: the binding offer will be sent to us by pressing the button „send order“.
3. Delivery article
3.1 Delivery item includes all specified articles indicated in the order and our order confirmation to the mentioned prices.
3.2 In our Online-Shops the product's state is explained by the according descriptions. Drawings and pictures may not present the product accurately. They are only illustrative materials and can differ from the product. Technical data, weight, measures and performance description are indicated as accurately as possible but may show the usual deviations. The herein mentioned deviations are no defects of the products delivered by us.
3.3 Manuals and drawings do not belong to the delivery item. Technical data sheets, drawings, illustrations or other descriptions and documents – also in electronic form – are provided by us without any guarantee.
4. Delivery and delayed delivery
4.1 We deliver from stock, which also is the place of performance. On demand and costs of the buyer the articles can be sent to another destination. We reserve the right to choose by our own the form of dispatch (especially Transport Company, package, method of transportation) as long as nothing else has been agreed upon between the Parties.
4.2 Articles, which are ordered by mail order purchases, will immediately dispatched while stocks last and while the article is available from stock. Delivery time is about five working days. We inform our customers about possible deviating delivery times on the corresponding product page. The delivery time results form the agreements of the Contracting Parties. Its observance by us is on the presupposition that all commercial and technical matters between the Contracting Parties have been clarified and that the buyer has fulfilled all obligations incumbent upon him/her, such as making a prepayment. If this is not the case, the delivery time extends as appropriate. This does not apply if we are responsible for the delay.
4.3 The observance of the delivery time is conditional upon the correct and punctual supply to us. We have the right to withdraw from the contract. We will inform the buyer immediately about the unavailability of the delivery item. In case of withdrawal we will compensate immediately the according return service.
4.4 The delivery time is observed if the delivery article has left our stock by the time the former has expired or if readiness for dispatch has been announced.
4.5 If the dispatch of the delivery article depends on delays for which the buyer is responsible, the buyer is charged for the costs resulting form this delay.
4.6 If non-observance of the delivery time is due to force majeure, workers and in particular strikes and lockout or other events, then the delivery time extends as appropriate. We will inform the buyer of the beginning and end of such circumstances as soon as possible.
5. Transfer of risk
5.1 The buyer shall bear the risk of accidental destruction or deterioration until handover of the goods at the point of destination. In the event of mail order purchase the risk of accidentally loosing or accidental harm to goods is passed on to the carrier or any other party or organizations engaged in consignment. It stands the handover of goods at once if the buyer assumes behind schedule.
5.2 If the buyer causes a default of Acceptance, refrains from cooperative actions or the delivery is delayed due to circumstances caused by the buyer, we have got the right to charge a replacement for the hereinafter resulting damages including additional expenses such as storage costs.
6. Price and payment conditions
6.1 The prices are given ex works as far as there is no special agreement. Value added tax is added to the prices at the respective legal amount.
6.2 The deposit amount for each exchange part will be added to the prices mentioned in 5.1 which is calculated according to way and amount of order. The deposit will be refunded according to paragraph 11 of this contract.
6.3 When placing a mail order purchase, the buyer will be held responsible for transportation costs ex works and the possibly demanded transport insurance. Other costs, such as customs, dues, taxes and other public fees, will be paid by the buyer. We are not taking back transport packing and other packages according to packaging regulations. They are buyer's property – except for pallets.
6.4 Mail orders will be transported in special dispatch boxes provided by us. Theses dispatch boxes remain our property. Depending on box type and volume, we will charge a certain deposit. Old parts must be exclusively returned in those boxes if they had been provided by us on delivery before – as described in paragraph 11. The deposit will be credited completely after the return of boxes.
6.5 In absence of a special agreement, payments are to be made free and without any deduction to us within 30 days following invoice date. In case of invoicing within Germany, payments are due after 10 days following invoice date.
6.6 Upon the expiry of the aforementioned term of payment, the customer will be in default of payment. Interest is to be paid on the purchase price at the respective applicable interest rate for default during the default. We reserve the right to assertion regarding further damages. Our claim for the commercial maturity interest (§ 353 HGB [German Commercial Code]) against merchants remains unaffected.
6.7 The buyer only has the right to withhold payments or to offset with counterclaims as far as his counterclaims are undisputed or have been declared final and absolute as per paragraph 8.
7. Retention of title
7.1 We reserve ownership of the delivery article until all current and future payments (secured claims) from the entire business relationship have been received.
7.2 The buyer must not assign the delivery article as collateral. In the event of seizure as well as confiscation or other dispositions by thirds before complete payment to us, the buyer has to inform us immediately.
7.3 If the buyer behaves in a manner which is contrary to the terms of the agreement, in particular in the case of a delay of payment, we are entitled to withdraw the delivery article after setting a period. The buyer is obligated to surrender it. The asserting of the retention of title as well as the seizure of the delivery article by us is not considered as a withdrawal from the contract. If the buyer fails to pay the purchase price as owed, we may only assert these rights if we have set the customer an appropriate payment deadline to no avail or if such a deadline as provided by law has become legally superfluous.
7.4 The buyer is entitled to sell or process the goods under retention of title in the ordinary course of business. If that is the case, the following provisions apply additionally:
7.4.1 The reservation of title covers the products which are produced by processing, mixing or combination of our goods at their full value, whereby we are deemed the manufacturer. In case of processing, mixing or combining our goods with products of a third party, the title of which is retained, we shall acquire co-ownership in such processed goods in proportion to the invoice value. Incidentally the same shall apply to the produced product as to the goods delivered under reservation of title.
7.4.2 The buyer hereby now already assigns the claims against third parties, which are established from the resale of the goods or product in total or in the amount of our possible co-ownership share, to us as collateral according to the afore-mentioned paragraph. The obligations of the buyer stated in paragraph 7.2 shall also apply in view of the assigned claims.
7.4.3 The buyer shall remain entitled to collect the assigned claims alongside us. We undertake nothing to demand the claims as long as the buyer fulfills the payment obligations to us, does not become in default of payment, no application is made for opening insolvency proceedings, and there is no other deficiency in the buyer's performance capacity and solvency. Should this be the case, however, we may demand that the buyer discloses to us the assigned claims and relevant debtors, that he/she provides all necessary information to us and surrenders all appropriate documents and that he/she notifies the debtors (third parties) of the assignment.
7.4.4 If the realizable value of the collateral items exceeds our claims by more than ten per cent (10%) we shall upon request of the buyer release collateral items at our choice. The requirements are deemed to be met if the estimated value of the securities allocated to us amounts to or exceeds 150% of the value of the secured claims. We shall be entitled to choose which security interest we wish to release.
7.5 If the legal system of a country to which the articles to be supplied are to be delivered provides for special requirements as a prerequisite for the validity of the retention of title, especially also vis-à-vis the buyer's creditors, it shall be the duty of the buyer to immediately take all necessary action to ensure that the retention of title materializes and is maintained until the time of payment of the full purchase price. The buyer shall bear any thus related costs.
7.6 If the legal system of a country to which the articles to be supplied are to be delivered does not permit retention of title, but allows us to reserve other rights to the article to be supplied, we shall be entitled to exercise all rights of this kind. The buyer shall be obliged to cooperate in action which we wish to take in order to protect our title or other rights to the article to be supplied.
8. Liability for material and title defects
8.1 The statutory regulations apply for the rights of the buyer in the event of material defects or defects of title, if no other provisions are made in the following sections.
8.2 The liability claims of the buyer require that he/she has complied with his obligation to investigate and rebuke and has given notice of the defects pursuant to what is requested by § 377 , §381 HGB (German Code of Commercial Law). If a defect becomes apparent during the inspection or at a later state, the buyer shall notify us of this in writing immediately. The report is deemed as immediately if it is made within two weeks whereby the timely dispatch of the report is sufficient in order to safeguard the deadline. Irrespective of this obligation for inspection and reporting of complaints the buyer must report obvious defects (including false and shortfall in delivery) within two weeks from delivery in writing whereby the timely dispatch of the report is also sufficient here in order to safeguard the deadline. If the buyer fails to carry out the proper inspection and/or report of defects our liability for the defect, which was not reported, is excluded.
8.3 If the delivered object is faulty we can initially choose whether we shall provide subsequent performance by remedying the defect (subsequent improvement) or by delivery of a faultless object (substitute delivery). Our right to refuse the subsequent performance under the statutory pre-requisites remains unaffected.
8.4 We are entitled to make the owed subsequent performance dependent on the fact that the buyer pays the due purchase price. The buyer is however entitled to retain a part of the purchase price which is reasonable in the ratio to the defect.
8.5 The buyer shall allow us the necessary time and opportunity for due subsequent performance and shall in particular hand over the goods concerned for inspection. In the event of the substitute delivery the buyer must return the faulty object to us according to the statutory regulations. The subsequent performance shall neither consist of disassembling of the defect material nor the re-assembling if originally we were not obliged to do so.
8.6 The expenses which are necessary for the purpose of inspection and subsequent performance, in particular transport, route, work and material costs (not: costs for dis- or re-assembling) shall be borne by us if there is actually a defect. However, if the buyer's demand to cure a defect turns out to be unjustified, we can then demand the incurred expenses from the buyer.
8.7 If the subsequent performance has failed or a reasonable deadline which is to be set by the buyer for the subsequent performance has expired unsuccessfully or it is dispensable according to the statutory regulations the buyer can withdraw from the purchase contract or reduce the purchase price. This right of withdrawal does not exist with an insignificant defect.
8.8 The buyer's claims for damages or compensation for wasted expenses exist only in accordance with § 9 and are otherwise excluded.
8.9 We expressly assume no liability for defects in the following cases:
1. unsuitable or improper use,
2. faulty installation or putting into service by the buyer or third parties,
3. natural wear and tear,
4. faulty or negligent treatment,
5. incorrect maintenance and unsuitable consumables.
The choice of types and definition of sizes on our part can only ever be considered as a recommendation, since the buyer has the knowledge of the specific requirements profiles imposed on our product for a particular application.
8.10 If the use of the product supplied causes a breach of commercial proprietary right or domestic copyright in the Federal Republic of Germany, we shall at our own expense in all cases either provide the buyer with the right to continue use or modify the delivery item in such a way that is reasonable to the buyer and ensures that the proprietary right is no longer breached. If this is not feasible on commercially reasonable terms or within a reasonable period of time, the buyer shall be entitled to withdraw from the contract. Under the stated provisions we shall also be entitled to propose a termination of the contract. Furthermore, we will release the buyer from claims of the property rights owner which are determined to be beyond controversy or legally binding. Subject to § 9, the above-mentioned obligations on our part shall be final in the case of violation of proprietary rights or copyrights. These provisions shall only apply:
- if the buyer gives us prompt notice of the patent or copyright infringement claim, and
- if the buyer gives us reasonable support and enables us to carry out the necessary modifications - as described above - to ward off claims, and
- if we retain the right to execute all measures required for warding off the claims, including out-of-court settlement, and
- if the infringement was not caused by instructions prescribed by the buyer, and
- if the infringement did not arise from unauthorized modifications of the object for delivery by the buyer or by use of same by the buyer in a way that does not comply with the contract.
9.1 Unless otherwise results from these General Terms and Conditions and the subsequent provisions, we will be liable on violation of the contractual and non-contractual duties according to the relevant legal regulations.
9.2 We are only liable for damages - irrespective of the legal motive - if the damages are due to willfulness and gross negligence. In cases of minor negligence we are only liable:
1) for damage resulting from death, physical injury or harm to human health;
2) for damage resulting from the breach of an essential contractual obligation (an obligation whose proper fulfilment makes fulfilment of the agreement possible at all and on whose observance the contractual partner regularly relies and may rely); in this case, our liability is restricted to foreseeable and typically occurring damage.
9.3 The liability restrictions which can be derived from paragraph 9.2 shall not apply insofar as we have maliciously failed to disclose a defect or have assumed a guarantee for the condition of the goods. This is also valid for the claims of the buyer according to the law on liability for defective products.
9.4 In the event of a breach of duty that is not attributable to a defect, the buyer can only withdraw or give notice if we have to justify the breach of duty. A free right of termination of the Buyer (in particular according to §§ 651, 649 BGB) is excluded. In all other respects and legal consequences the statutory provisions shall apply.
10. Statute of limilations
10.1 Deviant from §438 article 1 no.3 BGB all claims of the buyer come under the statute of limitations in 12 months from delivery.
10.2 The above-mentioned limitation period shall also apply to the buyer's contractual and extra contractual compensation claims based on defective goods, except if the use of the standard legal limitation period (sections 195, 199 BGB) results in a shorter limitation period in individual cases. The periods of limitation under the Product Liability Act shall remain unaffected. Apart from that the statutory limitation periods according to section 8 apply exclusively for damage claims of the buyer.
11. Taking back old parts
11.1 As far as nothing is agreed upon in individual cases that deviates from this, the buyer can return our products (for the sale of which we charge him a deposit according to paragraph 5.2) to us on the following conditions for old parts in a condition suitable for remanufacturing, against reimbursement of the charged deposit amount, and give us the ownership of these.
11.2 The buyer can only return old parts within a period of three months in the same quantity as the same-type replacement parts he purchased from us in this same period. On request, we will provide an overview for the buyer regarding the replacement parts purchased by the same and the old parts already returned.
The customer must ensure that only used parts in reconditionable condition are returned. The requirements for reconditionable condition of old parts are listed in our technical data sheets, which will be made immediately available upon request.
The parts must be returned to us as follows:
- must correspond to the supplied part number
- complete, without missing parts
- in no way disassembled or reassembled
In principle we do not accept
- parts with broken or damaged housing
- parts with corroded shafts, racks or pistons
For the individual product groups, the following conditions/parts are excluded:
Car steering systems
- defective or destroyed covers
- defective or destroyed connecters/circuit boards
- defective or destroyed attachments/holders
- missing parts
- defective or destroyed steering spindles
Circulating ball steering
- input shaft teeth defective
- output shaft thread defective
- output shaft teeth defective
- housing broken
- internal damage, e.g. from an accident
- must be complete
- housing broken
- piston rod corroded
- housing broken or damaged
- run without oil (run dry or overheated)
- disassembled and/or reassembled
- damage to the surface of the base
- damage to the surface of the upper part
- sensor damaged
AS-Tronic Lite Powerpack
- electronics missing
- pump unit missing
- connector housing damaged
- mounting damaged
- damage to the plastic surface
- damage to the plug or conductor path
- damage to the sensors
EPS III clutch actuator
- housing broken
- sensor is destroyed
- connector is destroyed
EPS III gear cylinder
- sealing surface damaged
- connector is destroyed
- threads are destroyed
- housing is destroyed
- cover is destroyed/missing
EPS III range cylinder
- sealing surface damaged
- connector is destroyed
- holder/housing is destroyed
- cover is destroyed/missing
- AGR module must be complete
- housing must be free of cracks, breaks and cavitations
- butterfly valve and throttle valve must not be torn, broken or knocked out
Damaged parts from accident vehicles are only credited subject to technical inspection.These criteria are intended to be a guideline, but not all damage is listed. All damage
is checked by our technicians on a case-by-case basis.
11.4 We only accept return of old parts if they are packed into the special dispatch boxes which we had provided before. Furthermore, the buyer is responsible for a proper way of transportation and package.
11.5 We will reserve the right to charge the buyer for damages or extra expenses resulting from the improper return of old parts that does not correspond to the conditions mentioned in 11.2-11.4
12. Documents and secrecy
All business or technical information made accessible by us (including characteristics to be inferred from any articles, documents or software handed over and other knowledge or experience) are to be kept secret from thirds, as far ar and to the extent to which it cannot be proven to be common knowledge, and may only be made available to persons in the buyer's own company whom it is necessary to consult for its use and who are equally obligated to observe secrecy; it remains our exclusive property. Such information must not be reproduced or used commercially without our prior written agreement. All information coming from us (including copies made or recordings, if applicable) and articles handed over on a loan basis are to be returned to us immediately and completely or destroyed on our demand. We reserve the rights to such information (including copyrights and the right to register commercial industrial property rights such as patents, utility models etc.). As far as these have been made accessible to us by thirds, the before mentioned reservation of rights also apply for the benefit of thirds.
13. Data protection
13.1 During initiation, completion, transaction and reverse transaction of a contract, all data will be collected, stored and processed within the legal terms.
13.2 The current used IP-address, date and time, browser type and operating system of your PC as well as the visited sites by you will be recorded while visiting our website. Conclusions regarding personal data are not possible and not intended.
13.3 Personal data, which has been given to us by the buyer during an order process or per e-mail (e.g. name and contact data), will be processed only for correspondence purpose and will only be used for the purpose the buyer has provided this data to us. We will share this contact data only with the forwarding company, as far as it is necessary. We also will communicate payment data to the instructed credit institution in order to fulfill payment transactions.
13.4 We assure that we will not share personal data of the buyer with thirds, only if we were legally obliged to do so or if the buyer had agreed explicitly on it before. As long as we avail ourselves of the transaction of processes by services of thirds, we comply with the regulations of the Federal Data Protection Act.
13.5 Personal data, which have been entrusted to us by our website, will only be stored so long until the purpose has been realized for which they were communicated to us. Where filing periods are stipulated by the provisions of commercial and/or fiscal law, the storage period for certain data may be up to 10 years.
13.6 If the buyer does not agree with the storage of data or this has may become incorrect, our company will arrange deletion, correction or blocking of this data as instructed and according to legal regulations. If requested, the buyer receives free of charge all information about the personal data free which have been stored by us. In case of questions regarding the collection, processing and use of personal data, information about, corrections, blocking or deletion of data, the buyer may contact
APS – Automotive Product Solutions Germany – GmbH, Schuckertstr. 4, 48712 Gescher, Germany
13.7 As far as we refer to the websites of thirds, we can not assume guarantee and liability for correctness and completeness of contents and data security of these websites. Since we do not have any influence on the observation of the regulations of the Federal Data Protection Act by thirds, the buyer may check separately the offered data privacy statements.
14. General provisions, jurisdiction, applicable law
14.1 German law applies for theses terms and conditions and all contractual relationships between us and the buyer to the exclusion of the international uniform law, especially the UN Convention on Contracts for the International Sale of Goods (CISG). Legal prerequisites and effects of the reservation of title due to paragraph 7 are subject to the law of the particular location of goods as far as this choice of law is illegitimate or void in favor of the German law.
14.2 Jurisdiction for all litigations resulting directly or indirectly from the contractual relationships, of which these terms and conditions form the basis, is Gescher/Germany. Moreover, we are entitled to sue the buyer either at the court of his/her registered office, branch or at the court of place of performance at our discretion.
14.3 If a provision of these terms and conditions should be or become ineffective, then the validity of the remaining provisions is not affected by this. The Contracting Parties are obligated to replace the ineffective provision with a provision which comes as close as possible to the economic purpose intended by the ineffective provision.