General Terms and Conditions of Sale (GTC)

General Terms and Conditions of Sale (GTC)
for commercial transactions | Seller and Buyer are both entrepreneurs (B2B)

Seller: REIP Racing GmbH & Co. KG, Friedrich-Nietzsche-Str. 5, 61118 Bad Vilbel, Germany

§ 1 Scope of Application

1.1 These General Terms and Conditions of Sale (GTC) apply to all business relationships of REIP Racing GmbH & Co. KG ("Seller") with its customers ("Buyer"). The GTC apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law within the meaning of Section 310 para. 1 BGB.

1.2 Our GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity in writing. This requirement of consent also applies if the Buyer refers to its own terms and conditions in the course of placing an order and we do not expressly object.

1.3 These GTC apply to contracts for the sale and/or delivery of movable goods, in particular RC car products, spare parts, accessories and related goods of the brands RC Maker and INOV8 as well as other brands distributed by the Seller. They apply in the version valid at the time of the order as a framework agreement also for future contracts of a similar nature.

1.4 Individual agreements made with the Buyer in individual cases take precedence over these GTC. The content of such agreements is, subject to proof to the contrary, governed by a written contract or our written confirmation.

1.5 Legally relevant declarations and notifications by the Buyer (e.g. notices of defects, deadlines, withdrawal or price reduction) must be made in writing or in text form (e.g. letter, e-mail).

§ 2 Offer and Conclusion of Contract

2.1 Our offers are subject to change and non-binding. This also applies to catalogues, technical documentation, product descriptions and other documents, including in electronic form. We reserve all ownership and copyright rights to all documents provided in connection with the placement of an order; they may not be made accessible to third parties without our express written consent.

2.2 The Buyer's order of goods constitutes a binding contractual offer pursuant to Section 145 BGB. We are entitled to accept this offer within two weeks of receipt.

2.3 Acceptance of the contractual offer may be declared in writing (e.g. by order confirmation) or by delivery of the goods.

§ 3 Prices and Payment Terms

3.1 Unless otherwise agreed in writing, our prices current at the time of conclusion of the contract apply ex warehouse, plus statutory value added tax. Packaging costs are charged separately. Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made three months or later after conclusion of the contract.

3.2 In the case of a sale involving shipment, the Buyer shall bear the transport costs from the warehouse.

3.3 Payment of the purchase price must be made exclusively to the account stated in the order confirmation or invoice. Accepted payment methods: bank transfer, purchase on account. Deduction of a cash discount is only permitted if separately agreed in writing.

3.4 Unless otherwise agreed, the purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. We are entitled, even within an ongoing business relationship, to make a delivery in whole or in part only against advance payment.

3.5 The Buyer is in default when the payment period pursuant to Clause 3.4 expires. During the default period, the purchase price shall bear interest at nine percentage points above the applicable base interest rate (Section 288 para. 2 BGB). The right to claim further damages for delay is reserved.

3.6 If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer's inability to perform (e.g. application for insolvency proceedings), we are entitled to refuse performance and to withdraw from the contract in accordance with the statutory provisions.

§ 4 Right of Retention

4.1 The Buyer is only entitled to rights of set-off or retention if its claim has been established by final court decision or is undisputed, and is based on the same contractual relationship. The Buyer's counterclaims due to defects remain unaffected.

§ 5 Delivery Period and Delay in Delivery

5.1 The delivery period is agreed individually or stated by us upon acceptance of the order. Unless otherwise agreed, the delivery period is approximately 5-10 working days from conclusion of the contract.

5.2 If we are unable to meet agreed delivery periods for reasons for which we are not responsible, we will notify the Buyer immediately and advise the expected new delivery date. If delivery is also not possible within the new period (e.g. due to non-delivery by our supplier, force majeure, supply chain disruptions), we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer will be reimbursed immediately.

5.3 A delay in delivery on our part requires a reminder from the Buyer. In the event of delay, the Buyer may claim liquidated damages of 0.5% of the net price per completed calendar week of delay, but not more than 5% of the delivery value of the goods delivered late.

§ 6 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

6.1 Delivery is made ex warehouse (Friedrich-Nietzsche-Str. 5, 61118 Bad Vilbel), which is also the place of performance for delivery and any subsequent performance. At the Buyer's request we will ship the goods to another destination; the Buyer bears the transport costs.

6.2 The risk of accidental loss and accidental deterioration of the goods passes to the Buyer upon handover. In the case of a sale involving shipment, the risk passes upon delivery of the goods to the carrier or freight forwarder.

6.3 If the Buyer is in default of acceptance or if delivery is delayed for reasons for which the Buyer is responsible, we are entitled to demand from the Buyer a flat-rate compensation of 0.1% of the net order value per calendar day, commencing from the agreed delivery date or notification of readiness to ship, but not exceeding 5% of the net order value in total. The Buyer reserves the right to prove that we have suffered no damage or substantially less damage. We reserve the right to claim higher proven damages.

§ 7 Retention of Title

7.1 We retain title to the delivered goods until full payment of all current and future claims arising from the sales contract and the ongoing business relationship.

7.2 Goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer must inform us immediately if an insolvency petition is filed or if third parties (e.g. seizures) access goods belonging to us.

7.3 In the event of the Buyer's breach of contract, in particular non-payment of the purchase price when due, we are entitled to withdraw from the contract and/or demand return of the goods.

7.4 The Buyer is authorised, until revoked, to resell the goods subject to retention of title in the ordinary course of business. Claims arising from the resale are hereby assigned to us as security in the amount of our invoice amount (incl. VAT); we accept this assignment.

7.5 If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer's request.

§ 8 Buyer's Claims for Defects

8.1 The Buyer's rights in respect of material defects and defects of title are governed by the statutory provisions, unless otherwise specified below.

8.2 The basis for our liability for defects is the agreement on quality reached. Product descriptions and manufacturer's specifications that are the subject matter of the respective contract or that were publicly announced by us at the time of conclusion of the contract (in particular in catalogues or on our website) constitute an agreement on quality.

8.3 The Buyer's claims for defects exist only insofar as the Buyer has complied with its statutory duties of inspection and notification (Sections 377, 381 HGB).

8.4 Obvious defects must be notified to us in writing within 5 working days of delivery; defects that are not recognisable must be notified within 5 working days of their discovery.

8.5 If a defect exists, we as Seller have the right to choose whether to remedy the defect (rectification) or deliver a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may refuse it.

8.6 Claims for damages by the Buyer due to defects exist only in accordance with § 10.

§ 9 Limitation of Claims

9.1 Deviating from Section 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery of the goods. This corresponds to the statutory permissible reduction in the B2B sector.

9.2 The above limitation period also applies to contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the regular statutory limitation (Sections 195, 199 BGB) leads to a shorter limitation period in individual cases. Claims for damages pursuant to § 10 and under the German Product Liability Act are subject exclusively to the statutory limitation periods.

§ 10 Other Liability

10.1 We are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions, unless otherwise provided in these GTC.

10.2 In the context of fault-based liability, we are only liable for damages in cases of intent and gross negligence. In cases of simple negligence, we are only liable:

a) for damages arising from injury to life, body or health,
b) for damages arising from the breach of a material contractual obligation (cardinal obligation); in this case our liability is limited to compensation for the foreseeable, typically occurring damage.

10.3 The limitations of liability pursuant to Clause 10.2 do not apply insofar as a defect was fraudulently concealed or a guarantee for the quality of the goods was assumed, or for claims of the Buyer under the German Product Liability Act.

10.4 A right of withdrawal or termination of the Buyer due to a breach of duty not arising from a defect exists only if we are responsible for the breach of duty.

§ 11 Choice of Law and Jurisdiction

11.1 These GTC and the contractual relationship between Seller and Buyer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 If the Buyer 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 is Bad Vilbel (Local Court Frankfurt am Main). This applies accordingly if the Buyer is an entrepreneur within the meaning of Section 14 BGB.

11.3 We are also entitled to bring an action at the place of performance of the delivery obligation or at the Buyer's general place of jurisdiction.

§ 12 Final Provisions

12.1 Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the statutory regulation.

12.2 Amendments and supplements to these GTC require written form or text form to be effective.

§ 13 Electronic Commerce

13.1 As all contracts are concluded exclusively with entrepreneurs within the meaning of Section 14 BGB, the obligations pursuant to Section 312i para. 1 sentence 1 nos. 1 to 3 BGB are excluded in accordance with Section 312i para. 2 BGB.