General Terms and Conditions
Softing Automotive Electronics GmbH, Haar (Germany)
1.1 The following general contractual terms (hereafter “T&Cs”) apply to all of the contracts you close with Softing Automotive Electronics GmbH, Richard-Reitzner-Allee 6, 85540 Haar (hereafter “we” or “us”), in which the T&Cs are integrated by means of reference. In the online shop, reference to the T&Cs can be made by clicking on a button.
1.2 Note on usage: These T&Cs refer exclusively to customers, which are engaged in professional or self-employed activities at the time of the conclusion of the contract or which are legal persons governed by public law or special assets as defined by public law.
2 Contractual object / Conclusion of contract for purchases via the online shop
2.1 The contractual object is the service named by us in the respective main contract and/or an order form (e.g. in the online shop). This may be works to be created and/or prefabricated products and/or software (hereafter collectively “products”). We deliver the contractual object in accordance with the service description accepted by you, and where appropriate considering agreed changes. The responsibility for the selection of the contractual object and for the intended results and purposes lies with you.
2.2 Insofar as it is agreed as part of a work contract or work delivery contract that interim results of the work be submitted for approval, you must report mistakes promptly. The interim results are seen as approved if you do not reject this within two weeks or not within two weeks after delivery of the improved version. With the approval of interim results you acknowledge that the services at this time fit the service description.
2.3 Ordering online: If you wish to order the contractual object via our online shop under the URL: (www.car-asyst.com), you can place the desired product(s) in the shopping basket by clicking on the corresponding button(s) in the online shop, thus initiating the ordering process. As part of the ordering process you must enter the required data and conclude the order by clicking on the “checkout and buy now!” button.
2.3.1 The illustration and description of the article and software in our online shop represents a non-binding invitation to order. Through your order you make a binding offer to conclude a contract for the articles and/or software contained in the shopping basket. We confirm the receipt of your order immediately by email to the email address you enter. The contractual relationship between you and us comes about through this confirmation, but at the latest through the delivery of the product(s).
2.3.2 We send you the order data in text form (email). The T&Cs can be called up and printed out at any time via the online shop.
3 Usage restrictions
The use of our products in applications in nuclear power plants, in aircraft, in applications for the planning, construction, manufacture or delivery of aircraft or their parts, for navigation and for the manufacture of weapons of any kind as well as in medical applications in which it may lead to personal injury, requires our prior written consent.
4 Transfer of risk and shipping
4.1 Shipping takes place at your cost to the agreed prices. The risk of loss and deterioration of the purchased products for deliveries already transfers to you with the handover to you, yourself or an authorised recipient, in the case of a sales shipment, with the dispatch of the products to a haulier, shipper or other shipping agents. With regards to risk assumption, it is the same as the handover, if you delay acceptance.
4.2 You carry the costs of shipping, insurance, packaging and other additional costs, to the respective, individually agreed amount.
5 Retention of title
5.1 We reserve the title on the contractual object until the payment in full of all remuneration claims from this contractual relationship. Any change of location, intervention by third parties, seizure and cession is to be communicated to us immediately. In the case of seizure, the seizure report is to be attached.
5.2 You are not entitled to either pawn the contractual object to third parties nor use it as security until title is acquired. In the case of installation of the contractual object, we become proportionate co-owners.
5.3 You are also obliged to protect our property accordingly, if the contractual object is not intended for you directly, but rather for a third party.
5.4 You may transfer the contractual object in the proper course of business, as long as you do not find yourself in arrears with the fulfilment of your obligations. You already assign any claims against third parties from resale or compensation claims based on other legal grounds (e.g. third party liability insurance) to us, up to the amount of the outstanding purchase price or fees. You will inform us any time and on demand of the status of the assigned claims. As long as you meet your payment obligations to us, you are entitled to collect the claims assigned to us on our account in your own name.
5.5 Insofar as we are entitled to exercise retention of title, you grant us irrevocable and unrestricted access to your offices or premises to normal business hours for the purpose of the collection of the objects .
6 Rights of use
6.1 Insofar as not otherwise agreed through specific software license agreements, you receive the non-exclusive right of use of the software as soon as you have paid the full amount invoiced for this software.
6.2 You may not transfer the right of use to third parties nor grant sublicenses, nor make the software available to third parties in any other way without our prior written consent. Insofar as no different agreement has been made with us in an end user license agreement (“EULA”), the first purchaser of the rights of use of the software may only transfer these directly to an end user once and permanently. The recipient must declare themselves in agreement with this provision that rights may not be passed on again. If provisions in a EULA are at odds with provisions in the T&Cs, the provisions in the EULA have precedence.
7 Clients’ obligations to cooperate and provide required goods/services
7.1 You meet the obligations to cooperate and provide required goods/services agreed in individual cases as an essential contractual obligation in the required quality and to the date agreed.
7.2 Optionally name a person who represents you with fully legal powers in all matters pertaining to the contractual object.
8 Changes to the service
8.1 If you wish to change the service, we will, possibly in exchange for separate remuneration, check the possibility of carrying out the change.
8.2 Insofar as the change increases our work or endangers the compliance to deadlines, we can demand a reasonable increase in the remuneration or postponement of deadlines.
8.3 Insofar that some cause or another, which we are not responsible for, increases our work or endangers the compliance to deadlines, we can demand a reasonable postponement of deadlines as well as remuneration for the extra work.
8.4 We will assert claims within a reasonable period of time. They are seen as accepted if you do not object in writing within two weeks.
9 Acceptance (of work and delivery of products to be manufactured)
9.1 Acceptance takes place 30 days after delivery at the latest.
9.2 The acceptance period increases by a possible fault elimination period, insofar as you were significantly impaired in the checking of the contractual object because of faults.
9.3 An acceptance protocol is to be written and signed by you. If acceptance is not given because the contractual object does not essentially accord to the contract, then this is to be justified in the protocol.
9.4 If the acceptance does not take place on time for reasons for which we are not responsible, then acceptance is seen to have been given.
9.5 A productive use of the delivered contractual object, no matter whether complete or partial, is seen as acceptance of the contractual object.
10 Travel costs
Insofar as travel is required for the delivery of our services, you will be charged the travel expenses according to applicable set rates or presentation of receipts.
11 Value added tax and terms of payment
11.1 All of the amounts quoted in offers are understood as exclusive of statutory value added tax.
11.2 In the case that no dates for invoicing are agreed, it will occur monthly, according to the provision of service.
11.3 All amounts invoiced are to be paid within 30 days of the date of invoicing, without deductions.
11.4 You can only set off undisputed or legally determined claims and only claim a right of retention due to such claims.
11.5 The basis for any delivery is the creditworthiness of the customer. If, during the contractual period, we become aware of something negative concerning the creditworthiness of the customer and if we see our claim for payment as being at risk because of this or if the customer does not pay due amounts according to set conditions, then all of our outstanding debts with the customer become immediately due for payment. In addition we have the right to demand advance payment, demand collateral or to withdraw from running contracts.
11.6 Based on contributions made by Audi we offer Audi employees, Audi Distributors and Audi Service Partner special rates. If you have placed your order by using incorrect information which leads to different rates, we reserve the title to call for different amount (maximum of 200,- Euro) plus service charge of 50,- Euro. In the case of default of payment of more than 14 days, we reserve the title to block all fee-based functions. In that case a refund of the paid services is excluded.
11.7 In the case of default of payment of more than 14 days, a set fine of 2% of the amount due is owed, up to a maximum of 1,000.00 €, but at least 50.00 €. Our claim to interest on arrears as well as the possibility to prove the loss we incurred was smaller remains unaffected.
11.8 Distribution through our online shop: We only accept the payment methods offered in the online shop: credit card payments, immediate transfer, PayPal and direct debit; it is up to you to select your preferred payment method.
11.9 Credit card payments: If a product is to be paid for by credit card, you authorise us, with the disclosure of your credit card details, to charge the complete invoiced amount including associated delivery and shipping costs when due via the respective credit card company. The charge is prompted by the order confirmation.
11.10 Immediate transfer: If you pay an invoice by immediate transfer, you must have an activated online bank account with PIN/TAN system. At the end of the ordering process when using this payment method, you will be prompted to enter your account number, sort code, PIN and TAN in the form we provide.
11.11 Direct debit: Insofar as you pay an invoice by direct debit, you must inform us of your IBAN and the name of the account holder. We deduct the invoice amount from the given account. In the case of a returned debit, you are obliged to reimburse us for the cost of this returned debit, at 6.50 Euro per returned debit. You are reserved the right to prove that no or only a smaller loss was incurred by the returned debit.
11.12 PayPal: If you pay an invoice by PayPal, you must have an activated PayPal account. The charge is prompted by the order confirmation
12 Claims in the case of defects
12.1 The contractual object is free of defects if it has, at the transfer of risk, the quality described in the product or service description and has no legal deficiencies. Insofar as nothing different is agreed, we are only obliged to deliver the contractual object in the country in which the performance takes place, free of third-party rights.
12.2 Insofar as you are a merchant as defined by the German Commercial Code (HGB), the assertion of defects requires that you have fulfilled your due obligations to inspect and submit properly according to § 377 HGB, in text form and within 14 calendar days after the receipt of the contractual object.
12.3 The deadline within you can assert your claims, is one year from delivery or from acceptance. Defects must be reproducible or be demonstrable by computer output.
12.4 In the case of defects in accordance with the previous section, you are entitled to repair or replacement, at our choice. You can only demand reduction or withdrawal if you have unsuccessfully set a deadline for performance or supplementary performance of at least three weeks and our attempt at repair or replacement has failed at least three times. In the case of withdrawal, you must link the named deadline with a threat of refusal.
12.5 The correct handling and use of the product and a safe and appropriate location is prerequisite to defect claims. There is no entitlement to claims if the product is changed or adapted without our written consent, is handled improperly or in a way that does not accord with the product’s handbook or has been repaired by a third party in a way that does not accord with the maintenance requirements.
12.6 If checking for the occurrence of a defect indicates that there is no defect, the costs of the inspection will be charged at the respective valid hourly rate.
12.7 You are obliged to grant us the support needed to remedy the defect (description of the defect, test periods, etc.).
13.1 We assume, for whatever legal reason, unlimited liability for damages caused by wilful intent and gross negligence, which lead to the loss of life, bodily injury or impairment to health, in which the Produkthaftungsgesetz (German Product Liability Law) stipulates mandatory liability as well as in the cases in which we have adopted a guarantee for the quality of the contractual object.
13.2 We are only liable for ordinary negligence insofar an obligation has been breached, whose fulfilment is of particular importance to the proper implementation of the contract (cardinal duty). The liability is limited to five times the contractually agreed compensation. It only extends to such damages typically foreseeable for this kind of contract.
13.3 Furthermore, we are liable within the framework of the statutory provisions as long as these damages are covered by our business liability insurance.
13.4 Advanced claims for damages are excluded.
13.5 Your claims for damages, for whatever legal reason, expire 12 months after the damage becomes known.
14.1 Our products and services are carried out exclusively in accordance with these T&Cs. Even so, your (purchase) conditions do not apply if you indicate as much in your order.
Exclusive place of jurisdiction is Munich (Germany); place of performance is Haar (Germany). German law applies. The unified UN purchase law is excluded.
14.2 An assignment of rights or a transfer of obligations from an existing contract requires our prior written consent.