CLAIMPARTS | General Purchasing Terms and Conditions

§ 1 Scope, Form

(1) CLAIMPARTS or "we" as referred to in the following provisions are the ClaimParts GmbH, Weißdornweg 2, 76337 Waldbronn. These General Purchasing Terms and Conditions (GPTC) apply to all business relationships with our suppliers ("traders"). The GPTC only apply if the trader is an entrepreneur, a legal entity under public law, or a special public fund. An entrepreneur is any natural or legal person or legal partnership that acts in the exercise of its commercial or independent professional activity when concluding the contract.

(2) The GPTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether they are new or used goods. They apply in particular to goods that we resell to commercial as well as private customers through our platform "ClaimParts" (accessible via the URL and other channels) or other distribution channels. Unless otherwise agreed, the GPTC shall also apply as a framework agreement to similar future contracts at the time of conclusion of the contract or in any case in the last version communicated to the trader in written form, without us having to refer to them again in each individual case.

(3) These GPTC apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the trader shall only become part of the contract if we have expressly agreed to their validity in written form. This requirement of consent applies in any case, for example even if we accept or carry out the trader's deliveries without reservation, despite being aware of the trader's general terms and conditions.

(4) In individual cases, individual agreements with the trader (including collateral agreements, additions, and amendments) shall take precedence over these GPTC. For the content of such agreements, a contract concluded in written form or our written confirmation, subject to evidence to the contrary, shall be decisive.

(5) Legally significant declarations and notices by the trader relating to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing or in text form (e.g. letter, email). Statutory formal requirements and further evidence, particularly in case of doubts about the legitimacy of the declarant, remain unaffected.

§ 2 Conclusion of Contract and Communication

(1) The goods intended for sale to us by the trader are listed on the platform "ClaimParts." "Listing" within the meaning of these GPTC means the inclusion of the product as a product offered by the trader using the agreed method of provision. The listing of the product simultaneously constitutes the binding declaration of the trader to us to purchase the product under the conditions provided for in the listing, with the characteristics communicated in the listing. We can accept this offer at any time. The trader is only permitted to reject the purchase process for good cause.

(2) We buy and sell the trader's goods in our own name and on our own account to our customers ("Customers"). When a contract is concluded between us and the customer for the acquisition of a product offered by the trader to us, we simultaneously accept the trader's offer to purchase the respective item from the trader's inventory listed with us by notifying the trader of the conclusion of the contract with the customer. The notification is made through the agreed contact channels and via email.

(3) The trader is responsible for shipping the goods directly to the respective customer, proper order processing, and handling of warranty claims. The transfer of ownership of the purchased item from the trader to us is replaced by the trader directly delivering the sold goods to the customer at the moment of handing over the respective goods to the customer.

(4) The merchant only lists goods on the ClaimParts platform that are owned by the merchant and are currently available and ready for immediate shipment, with the communicated properties and quality. Listing of goods owned by others or goods that are not available is expressly prohibited.

(5) Order processing and contact within the scope of contract fulfillment typically occur via email. Therefore, the merchant must ensure that the email address provided for order processing is accurate and that no settings or filtering mechanisms prevent the receipt of contract-related emails.

(6) The merchant shall inform us, in written form, about all events and circumstances relevant to the contractual relationship, processing of the subject orders, as well as our legal relationship with customers supplied by the merchant. This includes delays, transport damages, product recalls, complaints, difficulties in processing, and undeliverable items. The merchant shall provide us, without request but at the latest upon our first demand, with all necessary and relevant information, documents, and evidence required for the contractual relationship and its purpose. Furthermore, the merchant shall assist us to the best of their abilities in fulfilling our obligations towards the respective customers, as well as in defending and enforcing our legal rights.

§ 3 Delivery Time and Delivery Delay

(1) The sold goods shall be delivered to the customer within the agreed delivery times, with appropriate and careful packaging. The merchant is obligated to promptly notify us, in written form and providing the necessary information for shipment tracking, when the delivery has been dispatched or if the agreed delivery times cannot be met for any reason.

(2) If the merchant fails to perform its obligations or does not deliver within the agreed delivery time or is in delay, our rights - particularly with regard to withdrawal and damages - shall be determined according to the statutory provisions. The provisions in section 3 remain unaffected.

(3) If the merchant is in delay, we may - in addition to other statutory claims - demand lump-sum compensation for our delay damages amounting to 1% of the net price of the affected goods per completed calendar week, but not exceeding 3% of the net price of the delayed delivered goods in total. We reserve the right to prove that a higher damage has occurred. The merchant reserves the right to prove that no damage or significantly less damage has occurred.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

(1) Delivery shall be made to the location specified in the customer's order, according to the agreed conditions. The designated place of delivery is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

(2) The agreed conditions for transportation shall apply. Separate compensation for packaging, insurance, or shipping is not owed. Changes to the agreed conditions require an agreement in written form.

(3) The risk of accidental loss or deterioration of the goods passes to us upon handover at the place of performance.

(4) The statutory provisions apply to our default of acceptance. However, the merchant must explicitly offer us their performance even if a specific or determinable calendar time is agreed upon for an action or cooperation on our part (e.g., provision of materials). If we default on acceptance, the merchant may, according to the statutory provisions, demand reimbursement for their additional expenses (§ 304 of the German Civil Code (BGB)).

§ 5 Prices and Payment Terms

(1) The price specified in the order is binding. All prices are inclusive of applicable value-added tax, unless otherwise indicated.

(2) Unless otherwise agreed upon in individual cases, the price includes all services and ancillary services of the merchant, unless explicitly agreed otherwise by us.

(3) The agreed price is due for payment within 30 calendar days from complete delivery and performance (including any agreed-upon acceptance) as well as receipt of a proper invoice.

(4) We do not owe any default interest. The statutory provisions apply to payment default.

(5) We have the right to set-off and withhold in accordance with applicable law. In particular, we are entitled to withhold due payments as long as we have claims against the merchant arising from incomplete or defective performance.

(6) The merchant is only entitled to set-off or retention rights based on legally established or undisputed counterclaims.

§ 6 Confidentiality and Retention of Title

(1) We reserve ownership and copyright rights to technical specifications, descriptions, and other documents provided by us to the merchant. The same applies to all information about customers and orders, especially personal data and order-related information that the merchant becomes aware of in connection with or on the occasion of the contractual orders and their processing. Such information and documents are to be used exclusively for the contractual performance. The information and documents must be kept confidential towards third parties, even after termination of the contract. The obligation of confidentiality only ceases when and to the extent that the knowledge contained in the provided documents has become generally known.

(2) The transfer of ownership of the goods to us must be unconditional and regardless of the payment of the price. In the ordinary course of business, we remain authorized to resell the goods before payment of the purchase price, with the claim arising from such resale being assigned in advance (alternative application of a simple retention of title extended to resale). All other forms of retention of title, in particular the extended, transmitted, and extended retention of title for further processing, are expressly excluded.

§ 7 Defective Delivery

(1) The statutory provisions apply to our rights in the event of material and legal defects in the goods (including incorrect and partial delivery, as well as improper installation, defective assembly, operation, or operating instructions), and in case of other breaches of duty by the merchant, unless otherwise specified below.

(2) According to the statutory provisions, the merchant is particularly liable to ensure that the goods have the agreed-upon quality upon delivery to the customer. The agreed-upon quality includes, in any case, the product descriptions that are part of the respective contract – either through designation or reference in our order – or that have been incorporated into the contract in the same manner as these general terms and conditions. It does not matter whether the product description originates from us, the merchant, or the manufacturer. Furthermore, all information provided by the merchant regarding the condition of the product during the establishment is deemed to be assured characteristics. Additionally, excessive wear and damage are considered defects. This applies especially to used products, where the merchant promptly informs us of all relevant condition-related characteristics.

(3) The merchant guarantees that the goods provided by them are suitable and free from defects for sale to end consumers in the German market. The merchant guarantees that the delivered goods are free from conflicting third-party rights and that their contractual use by the customer, particularly in the German market, does not violate any third-party rights and/or legal regulations. This applies, in particular but not limited to, trademarks, designs, patents, regulatory requirements, and information obligations.

(4) We are not obligated to inspect the goods or make specific inquiries about any defects. In particular, we retain the right to assert claims for defects even if the defect remained unknown to us at the time of contract conclusion due to gross negligence.

(5) The commercial duty to inspect and give notice of defects does not apply to us.

(6) Remedial action also includes the removal of the defective goods and reinstallation, provided that the goods have been integrated into or attached to another item in accordance with their nature and intended use; our statutory claim for reimbursement of corresponding expenses remains unaffected.

(7) Without prejudice to our statutory rights and the provisions in section 4: If the merchant fails to fulfill their obligation to remedy the defect – at our discretion by rectification (remedial action) or delivery of defect-free goods (replacement delivery) – within a reasonable period set by us, we may rectify the defect ourselves and claim reimbursement from the merchant for the necessary expenses or demand an appropriate advance payment. If the merchant's remedial action has failed or is unreasonable for us (e.g., due to special urgency, endangerment of operational safety, or imminent occurrence of disproportionate damage), no deadline needs to be set. We will notify the merchant promptly, if possible beforehand, of such circumstances.

(8) Furthermore, in the event of a material or legal defect, we are entitled, at our discretion, to reduce the purchase price or withdraw from the contract according to the statutory provisions. We also have a right to claim damages and reimbursement of expenses according to the statutory provisions.

§ 8 Supplier's Recourse

(1) Our statutory recourse claims within a supply chain (supplier's recourse according to §§ 445a, 445b, 478 of the German Civil Code BGB) are available to us in addition to our claims for defects without limitations. We are particularly entitled to demand from the merchant the exact type of remedial action (rectification or replacement delivery) that we owe to our customer in each individual case. Our statutory right of choice is not restricted by this.

(2) Before recognizing or fulfilling a defect claim (including reimbursement of expenses) raised by a customer, we will notify the merchant and request their position on the matter, providing a brief explanation of the situation. If no substantial response is received within a reasonable period and no mutually agreed solution is reached, the defect claim actually granted by us will be deemed to be owed to our customer. The burden of proof lies with the merchant in this case.

(3) Our claims arising from supplier's recourse also apply if the defective goods have been further processed by us or another entrepreneur, such as through incorporation into another product.

§ 9 Indemnification

(1) The merchant is aware that the goods supplied by us are intended for use by customers, and we cannot inspect them before their use by the respective customer. The merchant shall indemnify us against any claims and rights asserted against us due to defects in the delivered goods or other breaches of obligations attributable to the merchant and its contractual partners towards us, including delay, transport damages, faulty payment processing, violations of legal regulations (including data protection laws). This includes in particular the costs for defect inspection, installation, removal, etc.

(2) The merchant undertakes to promptly provide us with all information and documents necessary for legal defense or helpful for the measures in case of any disputes related to their contractual performance and/or the delivered goods. Within reasonable limits, the merchant shall support us in measures, contentious proceedings, and defense actions. Other statutory claims remain unaffected.

(3) We will inform the merchant about all claims that oblige them to indemnify and, to the extent reasonable, will not limit their opportunities for evidence and legal defense through acknowledgments and settlement agreements. If we are sued by customers due to defects in the goods supplied by the merchant and/or other performance disruptions attributable to the merchant, the merchant shall, upon our request, provide us with security for our anticipated litigation costs in the event of our failure, including the costs of the main claim, reasonable attorney's fees, court costs, and expert fees, upon first demand, and join the dispute as an additional party upon our request. If the merchant fails to provide the requested security or does not join the litigation on our side despite being requested to do so, we are entitled to terminate the litigation at our own reasonable discretion, including through a settlement. In this case, the merchant is obliged to indemnify us for the costs incurred by us, regardless of whether the merchant would be liable for the defect or performance disruptions. Furthermore, § 8 (2) of these GPTC shall apply accordingly.

§ 10 Usage Rights

The merchant grants us an unrestricted, transferable right to use and modify the product images provided by them for the purpose of distributing the respective goods. There is no obligation for us to attribute the copyright. The merchant warrants that they have the necessary rights to use the images and to grant us the rights specified herein. They shall indemnify us against any claims and rights of third parties in accordance with the provisions of the above § 9.

§ 11 Right of Withdrawal and Returns

(1) If the customer has statutory rights or withdrawal rights, we have the same right to cancel or withdraw from the contract with the merchant. In the event of the customer's cancellation or withdrawal, the customer's notification to the merchant is also considered as our exercise of our respective right. We may calculate the refunded purchase prices from the cancellation of orders to the merchant or offset them in the settlement.

(2) The merchant assumes the management of returns without additional compensation. Returns of sold goods are made directly to the merchant or a receiving point designated by the merchant to us prior to the sale. The examination of the return, processing of the return process, and all other necessary steps are carried out by the merchant. The merchant promptly informs us in written form of all relevant information for the return process, including the receipt of returned goods, the result of the receipt inspection, any culpable damages, incorrect goods, or other difficulties in the return process.

(3) We will bear the costs of return insofar as they are reimbursed to us by the respective customer. We may impose the costs of return on the customers to the extent permitted by law.

§ 12 Legal Provisions

(1) The merchant confirms that they will comply with all applicable laws, regulations, and provisions in fulfilling their obligations under the order. This includes, in particular, compliance with the provisions of the Product Liability Act (ProdHaftG), Product Safety Act (ProdSG), Packaging Act (VerpackG), Battery Act (BatterieG), and Electrical and Electronic Equipment Act (ElektroG).

(2) The merchant shall ensure that in fulfilling their contractual obligations, they also fulfill the respective applicable obligations that concern us, such as the use of registered packaging, towards commercial and private customers. Section 9 (Indemnification) of these GPTC explicitly applies to this obligation.

§ 13 Statute of Limitations

(1) The mutual claims of the contracting parties shall be subject to the statutory limitation periods unless otherwise specified below.

(2) The general limitation period for warranty claims is 3 years from the passing of risk. The 3-year limitation period also applies to claims arising from defects in title; claims arising from defects in title shall not expire in any case as long as the third party can still assert the right against us, particularly due to the absence of limitation.

(3) The limitation periods of the sales law, including the aforementioned extension, apply - to the extent permitted by law - to all contractual warranty claims. If we are entitled to claims for non-contractual damages due to a defect, the regular statutory limitation period shall apply, unless the application of the limitation periods of sales law leads to a longer limitation period in individual cases.

§ 14 Choice of Law and Jurisdiction

(1) These GPTC and the contractual relationship between us and the merchant shall be governed by the laws of the Federal Republic of Germany, excluding the provisions of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the merchant is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be Karlsruhe. The same applies if the merchant is a businessperson within the meaning of § 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to file a lawsuit at the place of performance of the delivery obligation according to these General Terms and Conditions or a prior individual agreement, or at the general place of jurisdiction of the merchant. Mandatory statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected.

General Purchasing Terms and Conditions V1.0.1, June 2023