Terms and conditions – BBS Motorsport

Our Terms and Conditions of Sale apply exclusively; we do not recognize any terms and conditions of the buyer that conflict with or deviate from our Terms and Conditions of Sale, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the buyer without reservation, even though we are aware of terms and conditions of the buyer that conflict with or deviate from our Terms and Conditions of Sale. They shall also apply to all future contracts with the buyer, even if they are not agreed upon separately again.
All agreements made between us and the buyer for the purpose of executing this contract are set forth in writing in this contract.
Our terms and conditions of sale apply only to business entities within the meaning of Section 310(1) of the German Civil Code (BGB) and to legal entities under public law.

Our offers are subject to change and non-binding unless they are expressly designated as binding or include a specific acceptance period. We may accept orders or contracts within fourteen days of receipt.
Our specifications regarding the subject matter of the delivery or service (e.g., dimensions, weights, utility values, tolerances, load-bearing capacity, and technical data) as well as our representations thereof (e.g., illustrations and drawings) are only approximate, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics of the goods, but rather descriptions or identifications of the purchased item. Deviations customary in the trade and those resulting from legal regulations or constituting technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the contractually intended purpose.
We reserve ownership and copyright to all offers and cost estimates issued by us, as well as to drawings, illustrations, calculations, brochures, and other documents and materials made available to the buyer – including those in electronic form. The buyer may not, without our express prior written consent, make these items available to third parties – either in their original form or in terms of their content – disclose them, use them, or reproduce them, either directly or through third parties. Upon our request, the buyer must return these items to us in their entirety and destroy any copies made if they are no longer required by the buyer in the ordinary course of business or if negotiations do not result in the conclusion of a contract.

Our prices are quoted in euros “ex works,” plus the applicable statutory value-added tax in effect at the time of invoicing; for export deliveries, they also include customs duties, fees, and other public charges, unless otherwise specified in the order confirmation. Packaging and shipping costs will be billed separately.
We reserve the right, in the case of contracts with an agreed delivery period of more than 4 months, to adjust our prices accordingly if cost reductions or increases occur after the contract is concluded, in particular due to wage agreements or changes in material prices. We will provide evidence of these to the buyer upon request.
The deduction of a discount requires a specific written agreement.
Unless otherwise agreed in writing, the invoice amount (without deduction) must be paid into our account within 30 days of the invoice date. The statutory provisions regarding the consequences of default in payment apply.
We are entitled to perform or provide outstanding deliveries or services only against advance payment or the provision of security, for example if, after the conclusion of the contract, we become aware of circumstances that are likely to significantly impair the buyer’s creditworthiness and that jeopardize the payment of our outstanding claims by the buyer arising from the respective contractual relationship.
We are entitled to apply payments first toward the buyer’s oldest debt. If costs and interest have already accrued, we are entitled to apply payments first toward the costs, then toward the interest, and finally toward the principal claim.
The buyer is entitled to set-off rights only if his counterclaims have been legally established, are undisputed, or have been acknowledged by us. The buyer is authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

Deliveries are made ex works, unless otherwise specified in the order confirmation. We are entitled to make partial deliveries, provided that this is not unreasonable for the buyer.
Any delivery dates we provide are always approximate, unless a fixed date has been expressly agreed upon. If a delivery period has been agreed upon, it begins on the date of the order confirmation.
Our fulfillment of our delivery obligation is contingent upon the clarification of all technical issues as well as the timely and proper fulfillment of the buyer’s obligations. Compliance with the delivery period is subject to correct and timely supply from our suppliers.
We may – without prejudice to our rights arising from default – demand that the buyer extend the delivery periods or postpone them by the period during which the buyer fails to fulfill its contractual obligations to us. We reserve the right to raise the defense of non-performance of the contract.
The delivery deadline is deemed met if the delivery item has left our factory by the time it expires or if readiness for shipment has been notified. Insofar as acceptance is required, the acceptance date shall be decisive—except in the case of a justified refusal of acceptance—or, alternatively, the notification of readiness for acceptance.
If the buyer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damages incurred by us in this regard, including any additional expenses. We reserve the right to assert further claims or rights.
Provided the conditions of paragraph 6 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the buyer at the time the buyer is in default of acceptance or payment.
We shall also be liable in accordance with statutory provisions if the delay in delivery is due to intentional or grossly negligent breaches of contract for which we are responsible. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
We are liable in accordance with statutory provisions to the extent that the delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation; in which case, however, liability for damages is limited to the foreseeable, typically occurring damage.
Furthermore, in the event of a delay in delivery, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 0.5% of the delivery value per week, but not exceeding 5% of the delivery value.
We shall not be liable for the impossibility of delivery or for delays in delivery to the extent that these are caused by force majeure or other events unforeseeable at the time the contract was concluded (e.g., operational disruptions, difficulties in procuring materials, strikes, etc.) for which we are not responsible. If our performance is thereby significantly impeded or rendered impossible and the impediment is not merely of a temporary nature, we are entitled to withdraw from the contract. In the event of impediments of a temporary nature, delivery periods shall be extended or delivery dates postponed by the duration of the impediment plus a reasonable start-up period.
The buyer’s further statutory claims and rights remain reserved.

Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is our registered office.
Shipping and transport are at the buyer’s expense and risk. The method of shipping and the packaging are subject to our reasonable discretion.
Risk passes to the buyer upon handover of the delivery item (with the start of the loading process being decisive) to the forwarding agent, carrier, or other third party designated to carry out the shipment, at the latest at the time the goods leave our premises. This also applies if partial deliveries are made or if we have undertaken other services (e.g., shipping). If shipment or handover is delayed due to circumstances attributable to the buyer, or if delivery on call has been agreed in a specific case and the buyer does not call off the delivery within two months of the notice of readiness, the risk passes to the buyer on the day the delivery item is ready for shipment and we have notified the buyer thereof.
Storage costs after the transfer of risk shall be borne by the buyer. If we handle the storage, the storage costs amount to 0.25% of the invoice amount for the goods to be stored per week elapsed. We reserve the right to claim or provide evidence of higher or lower storage costs.
We will insure the goods against theft, breakage, transport damage, fire, water damage, or other insurable risks only at the express request of the buyer and at the buyer’s expense.

Claims for defects by the buyer are contingent upon the buyer having properly fulfilled their obligations to inspect and give notice of defects under § 377 of the German Commercial Code (HGB). At our request, the rejected delivery item must be returned to us freight prepaid. In the event of a justified complaint, we will reimburse the costs of the most economical shipping method; this does not apply if the goods are located at a place other than the place of intended use.
If the purchased item is defective, we are entitled, at our discretion, to perform subsequent performance by remedying the defect or by delivering a new, defect-free item. In the event of subsequent performance, we shall bear the necessary expenses up to the amount of the purchase price.
If subsequent performance fails, the buyer is entitled, at his discretion, to demand rescission or a reduction in price.
If the defective delivered item is a product that we have obtained in whole or in part from a third party, we are entitled to assign to the buyer the rights arising from material defects that we hold against the third party and to direct the buyer to pursue (legal) claims against the third party. In this case, claims for defects may be asserted against us only if the claims against the third party cannot be enforced despite timely (legal) action or if such action is unreasonable in the specific case. This does not apply if the following paragraphs provide otherwise.
We are liable in accordance with statutory provisions if the buyer asserts claims for damages based on willful misconduct or gross negligence, including willful misconduct or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of an intentional breach of contract, our liability for damages is limited to foreseeable, typically occurring damages.
We are liable in accordance with statutory provisions if we culpably breach a material contractual obligation; however, even in this case, liability for damages is limited to foreseeable, typically occurring damage.
Liability for culpable injury to life, limb, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Contractual penalties (penalty clauses, lump-sum damages, etc.) to which the buyer is subject by a third party may—irrespective of other requirements—only be asserted against us as damages if this was the buyer and us, or if we were notified in writing prior to the conclusion of the contract of the contractual penalty agreed between the buyer and a third party that might be imposed under certain circumstances.
Unless otherwise provided for above, liability is excluded.
The statute of limitations for claims for defects is 12 months, calculated from the transfer of risk.
The statute of limitations in the case of a claim for recourse against the supplier under Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it is five years, calculated from the delivery of the defective item.

Any liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence in the conclusion of the contract, from other breaches of duty, or from tortious claims for compensation for property damage pursuant to § 823 of the German Civil Code (BGB).
The limitation under paragraph (1) also applies if the buyer demands reimbursement for wasted expenses instead of a claim for damages in lieu of performance.
To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.

We reserve title to the purchased goods until all payments under the delivery contract have been received, as well as any payments arising from a current account relationship with the buyer, provided that individual or all claims have been included in a running account and the balance has been calculated and acknowledged; in the case of payment by check, bill of exchange, or reverse bill of exchange, title is retained until such instruments have been honored.
In the event of conduct by the buyer in breach of contract, in particular in the event of default in payment or an application for the opening of insolvency proceedings against the buyer’s assets, a transfer of the buyer’s claims to a third party, or a transfer of the buyer’s business operations to a third party, we are entitled to take back the purchased goods. Our taking back of the purchased goods constitutes a withdrawal from the contract. After taking back the purchased goods, we are authorized to sell them. The proceeds from the sale shall be applied against the buyer’s liabilities, less reasonable costs of sale.
The buyer is obligated to treat the purchased item with due care; in particular, the buyer is obligated to insure it at his own expense against damage caused by breakage, fire, water, and theft, with coverage sufficient to replace the item at its replacement value. Upon our written request, the buyer is obligated to submit documents providing proof of insurance coverage. The buyer hereby assigns to us his claims for compensation against the respective insurer(s) for payment of the indemnity amounts; we accept this assignment.
In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing so that we may file a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.
The buyer is revocably entitled to resell the goods subject to retention of title in the ordinary course of business; however, the buyer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against the buyer’s customers or third parties, regardless of whether the goods were resold without or after processing. We accept the assignment. The claim assigned to us in advance by the buyer also applies to the acknowledged balance and, in the event of the customer’s insolvency, to the existing causal balance. The buyer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not fall into default, and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. If, however, this is the case, we may demand that the buyer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Pledging and transfers by way of security are not permitted.
Any processing or alteration of the purchased item by the buyer is always carried out on our behalf. If the purchased item is processed together with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) relative to the other processed items at the time of processing. The buyer shall hold the resulting sole ownership or co-ownership in safekeeping for us free of charge. In all other respects, the same provisions apply to the item created through processing as to the purchased item delivered under retention of title.
If the purchased item is inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount, including VAT) to the value of the other mixed items at the time of mixing. If the mixing is carried out in such a way that the buyer’s item is to be regarded as the principal item, it is agreed that the buyer shall transfer proportional co-ownership to us. The buyer shall hold the resulting sole ownership or co-ownership in safekeeping for us free of charge.
We undertake to release the securities to which we are entitled at the Buyer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

We will handle data regarding the buyer received for the purpose of conducting the business relationship or in connection with it – regardless of whether such data originates from the buyer or a third party – in accordance with the Federal Data Protection Act, process it using electronic data processing, and, if necessary, share it within the company.

The Buyer is not authorized to use our product names (in particular the trademark) without our prior written consent. This applies regardless of whether the trademark is to be displayed on the goods themselves, the packaging, or the accompanying printed and promotional materials.
The buyer is prohibited from affixing a special stamp or other mark to the goods or from altering the goods in any way that would make them appear to be the buyer’s own product or give the impression that they are a special product.

If the buyer is a Commercial clerk, our registered office shall be the court of jurisdiction; however, we are also entitled to bring an action against the buyer at the court of his or her place of residence.
The law of the Federal Republic of Germany applies; the applicability of the UN Convention on Contracts for the International Sale of Goods and the provisions of private international law are excluded.
Should any provision of these terms and conditions or any part of a provision be or become invalid, the remaining provisions or the remaining part of the provision shall remain valid.