General Terms and Conditions of Delivery (GTCs) VELOGICAL engineering GmbH, version consumer, consumer goods B2C, version 10/2018
I. The following terms and conditions of delivery and business (hereinafter referred to as GTC) shall apply exclusively to all business relations, offers, deliveries, services, sales and legal transactions between VELOGICAL engineering GmbH and the purchasers of its goods, services and offers. Conflicting general terms and conditions of the purchaser are hereby contradicted and shall be deemed to be agreed upon acceptance of the delivery or service or the offer of VELOGICAL engineering GmbH or the order placed by the customer with VELOGICAL engineering GmbH, at the latest, however, upon acceptance of the delivery. With respect to merchants and legal entities under public law and public special funds, these General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed upon again, unless deviating provisions are expressly made. Agreements or supplements, telephone and verbal arrangements deviating from these conditions shall only be binding if confirmed in writing by VELOGICAL engineering GmbH. If the customer wishes to object to the General Terms and Conditions, he shall submit a written declaration of his intent within three working days. The invalidity and nullity of individual terms of these following terms and conditions shall not affect the validity of the remaining terms and conditions.
II. Contract 1. Information on the delivery program of VELOGICAL engineering GmbH contained in brochures, advertisements, etc. may be subject to changes and non-binding. 2. The designations and descriptions of the goods specified at the time of conclusion of the contract represent the technical status at that time. Provided such changes are not of a fundamental nature and the contractual purpose is not significantly restricted, VELOGICAL engineering GmbH shall expressly reserve the right to make design changes for deliveries within the scope of this contract.
III. Ownership of Models and Drawings Models, drawings, descriptions, price lists and cost estimates shall remain the property of VELOGICAL engineering GmbH and may not be reproduced or made available to third parties without its written consent.
IV. Prices VELOGICAL engineering GmbH shall reserve the right to change prices appropriately if cost reductions or increases occur after conclusion of the contract, in particular due to wage agreements or changes in material prices. Upon request, such changes shall be rendered proof of to the purchaser.
V. Acceptance If the installation of equipment or parts is included in the contract, the equipment shall be accepted by the purchaser after installation and commissioning. For this purpose, an acceptance report shall be drawn up and signed by the purchaser.
VI. Payment 1. Upon placement of the order an advance invoice shall be issued. After settlement of the advance invoice, the ordered goods will be delivered. 2. Payments are to be made without any deductions and free of charge for VELOGICAL engineering GmbH. 3. The price list valid at the time of order shall be applicable. Prices are subject to the applicable value added tax and shipping costs. For motor and bicycle orders, the customer may choose between self-collection and shipping. Dynamo and on-board power orders are always shipped. 4. If a production is delivered in parts, the corresponding partial fee shall be due with the respective delivery. VELOGICAL engineering GmbH shall be entitled to demand partial payments for production orders in accordance with the scope of services rendered in each case. 5. Offsetting or exercising the right of retention is only permissible with undisputed or legally established claims of the customer. In addition, offsetting against disputed but ready-for-decision counterclaims shall be admissible.
VII. Delivery Unless otherwise agreed, delivery ex works (exw) shall be deemed to be agreed.
VIII. Transfer (“Transfer of Risk and Acceptance”) 1. The risk is transferred to the customer at the latest upon dispatch of the delivery parts, even if partial deliveries are made or VELOGICAL engineering GmbH has assumed other services, e.g. shipping costs or delivery of the goods. 2. If shipment is delayed due to circumstances beyond VELOGICAL engineering GmbH’s control, the risk is transferred to the customer from the day of readiness for shipment. 3. If the customer is in delay with his obligation to collect or accept the goods, or if he does not call off goods reported ready for shipment within the agreed time period, VELOGICAL engineering GmbH shall be entitled to store the goods at purchaser’s risk at its reasonable discretion and to invoice them as delivered. If the customer is in default of acceptance, collection or call-off, the risk of accidental loss or accidental deterioration of the goods shall pass onto the customer. Furthermore, in such cases VELOGICAL engineering GmbH shall be entitled to payment of a contractual penalty in the amount of 1% of the value of the goods for each commenced month of delay, but not more than 10% of the value of the goods, as well as damages in the amount of the actual and provable costs of storage. 4. If the customer does not collect goods reported ready for shipment or fails to do so within the agreed period, VELOGICAL engineering GmbH shall be entitled to set customer a reasonable deadline for the performance of his act of cooperation, to withdraw from the contract after the unsuccessful expiration of this deadline and to demand a part of the remuneration corresponding to the performance of VELOGICAL engineering GmbH. The statutory conditions regarding default of acceptance shall remain unaffected.
IX. Right of withdrawal If the customer is a private end user and not a commercial customer or entrepreneur, he has the right to revoke his contractual declaration within two weeks without giving reasons in writing (e.g. letter, e-mail) or by returning the goods. The timely dispatch of the revocation or the goods shall be deemed as sufficient to meet the revocation deadline. The revocation shall be sent:
by postal mail to: VELOGICAL engineering GmbH Jan-Wellem-Str. 23 D-51065 Köln-Mülheim or by e-mail to email@example.com
In the event of an effective revocation, the products/services received by both parties shall be returned. If the customer cannot return the received product/service in whole or in part, or only in a deteriorated condition, he must pay compensation. The foregoing shall not apply if the deterioration of the item is exclusively due to its inspection – as would have been possible for the customer in a store, for example. In addition, the customer can avoid the obligation to pay compensation by not using the item as an owner and refraining from doing anything that could impair its value.
Items that can be shipped as a parcel are to be returned.
The right of revocation shall not apply if the goods are made to customer specifications or clearly tailored to personal needs or are not suitable for return due to their nature.
End of Cancellation Policy
X. Warranty 1. Please send parts eligible for warranty to VELOGICAL as shipment free of cost to VELOGICAL without any interference. In justified cases, we will subsequently refund the shipping costs within Germany. Obvious transport damages must be reported to us immediately upon receipt of the goods, hidden transport damages within 5 days in writing. The statutory warranty periods, the general statutory warranty regulations for defective articles for non-merchants (2 years) or for merchants (depending on the type of customer) and supplementary the conditions of the manufacturer apply. All warranties refer to the defect that occurred first. Consequential damages and claims for damages, including personal injury, are expressly excluded. We reserve the right to rectify defects. The right to reduce the remuneration does not exist in the case that the value or the suitability of the work is only insignificantly reduced. From the moment of proper delivery of the ordered goods or services, the customer himself shall be responsible for appropriate, safe use of the material and shall bear his own responsibility for proper functioning through careful, regular maintenance. 2. VELOGICAL engineering GmbH shall not assume any warranty for defects caused by wear and tear or natural wear and tear, by faulty or negligent handling, improper storage, unsuitable or improper use or non-observance of the instructions for processing and use, unsuitable operating materials, replacement materials, defective installation work, unsuitable context of use, chemical, electrochemical or electrical influences. 3. The warranty and liability shall be excluded if the customer, knowledgeable of a defect, continues to operate, install, process or sell the defective item. 4. If the customer reports a defect, he must immediately give VELOGICAL engineering GmbH the opportunity to inspect the defect, in particular to make the defective goods available, to send them to VELOGICAL upon request or to grant VELOGICAL access to the defective goods. If and to the extent that the customer complaint is justified, VELOGICAL engineering GmbH is obliged to bear the costs incurred by the customer for sending the defective goods. Cost reimbursement shall be limited to insured shipment in the amount of the value of the goods without express surcharges. 5. If the purchaser withdraws from the contract, he is not entitled to claim damages due to the defect, unless VELOGICAL engineering GmbH is responsible for the defect due to intent or gross negligence. If only part of the delivery is defective, the purchaser may only withdraw from the entire contract if he has no interest in the remaining part of the delivery and service. Should purchaser opt for compensation for damages, the goods shall remain with him to the extent tolerable. Unless VELOGICAL engineering GmbH is responsible for the breach of contract due to fraudulent intent, damages shall be limited to the difference between the purchase price and the value of the defective goods, The purchaser’s claims in case of defects as well as other claims are subject to a limitation period of one year. 6. In case of exchange as a gesture of goodwill or in case of cancellation after order placement, the retained sum for e-drive sets shall be 20% of the purchase price for custom-made, bicycle frame specific components.
XI. Retention of title 1. The delivered goods shall remain the property of VELOGICAL engineering GmbH until final payment of the full price and settlement of all claims due to VELOGICAL engineering GmbH from the business relationship and claims still arising in connection with the delivery item. 2. If goods subject to retention of title are sold by the purchaser, alone or together with goods belonging to VELOGICAL engineering GmbH, the purchaser shall herewith assign to VELOGICAL engineering GmbH the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. VELOGICAL engineering GmbH shall accept the assignment. The claims assigned to it by the purchaser shall also refer to the acknowledged balance as well as, in case of insolvency of the third party, to the „causal“, i. e. non-acknowledged balance existing thereof. The value of the reserved goods is the invoice amount including the statutory value added tax. If the resold goods, goods subject to retention of title, are co-owned by VELOGICAL engineering GmbH, the assignment of the claim shall extend to the amount corresponding to its share value in the property. The same shall apply to the extended reservation of title. 3. If goods subject to retention of title are installed by the purchaser as an essential component in the property of a third party, the purchaser shall herewith assign to VELOGICAL engineering GmbH the claim for payment arising against the third party or the party to whom it relates in the amount of the value of the goods subject to retention of title with all ancillary rights, including a claim for the granting of a security mortgage, with priority over the remainder. VELOGICAL engineering GmbH shall accept this assignment. 4. If goods subject to retention of title are installed by the purchaser as an essential part of the purchaser’s property, the purchaser shall herewith assign to VELOGICAL engineering GmbH the claims arising from the commercial sale of the item or from such sale in the amount of the value of the goods subject to retention of title with all rights and ranking before the rest. VELOGICAL engineering GmbH shall accept this assignment. 5. The purchaser shall inform VELOGICAL engineering GmbH immediately of any forced execution measures by third parties against the goods subject to retention of title, handing over the documents necessary for an intervention. The foregoing shall also apply to impairments of any other kind. The costs of extrajudicial efforts for release and recovery shall be borne by the customer. The foregoing shall also apply to the costs of a justified judicial intervention if this cannot be recovered from the third party. 6. The right to resell, use or install the goods subject to retention of title or the authorization to collect the assigned claims shall also expire upon cessation of payments and/or filing for insolvency proceedings. In the event of a protest of a check or bill of exchange, the authorization to collect shall not expire for the rights under insolvency law.
XII Miscellaneous 1. The purchaser agrees that VELOGICAL engineering GmbH may process the data about the purchaser received in connection with the business relationship in compliance with the Federal Data Protection Act for the fulfillment of its own business purposes. The foregoing shall also include the storage or transmission to a credit reporting agency to the extent this is done within the scope of the purpose of the contract or is necessary to protect its legitimate interests and there is no reason to assume that the customer’s interest worthy of protection in the exclusion of the processing, in particular the transmission of this data, should prevail. 2. Unless otherwise agreed, the place of performance shall be the registered office of VELOGICAL engineering GmbH, Jan-Wellem-Straße 23, D-51065 Köln-Mülheim, Germany. 3. The exclusive place of jurisdiction for all disputes including actions on bills of exchange and checks shall be the registered office of VELOGICAL engineering GmbH, Jan-Wellem-Straße 23, D-51065 Köln-Mülheim, Germany. However, VELOGICAL engineering GmbH Jan-Wellem-Straße 23, D-51065 Köln-Mülheim shall be entitled to file an action at the general place of jurisdiction of the customer. 4. This contract shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). 5. The business language is German, after prior agreement also English. 6. VELOGICAL engineering GmbH shall store purchaser’s data in compliance with the Data Protection Act.
VELOGICAL GTCs version consumer/consumer goods/B2C version 10/2018
Provider identification VELOGICAL engineering GmbH Managing Director: Dipl. Ing. Peter Frieden & Dipl. Des. A. Ogando, Jan-Wellem-Str. 23, D-51065 Köln-Mülheim, Germany, Phone +49 (0)177 7820849, firstname.lastname@example.org, Registered office of the company: Cologne Tax office Köln-Ost, Germany, Tax ID:218/5737/1426 VAT ID: DE287828985, Commercial Register: HRB No. 77920 Local court: Cologne, Germany.
Professional liability insurance: HDI Versicherung AG HDI Platz 1 30659 Hannover, Germany, territorial scope of the insurance: worldwide, excluding USA dispute resolution. The European Commission provides a platform for online dispute resolution (OS): https://ec.europa.eu/consumers/odr. You can find our e-mail address above in the imprint. We always strive to reach amicable settlements with customers. We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board.