GTC

General Terms and Conditions (GTC)

Terms and conditions of purchase

1. General
1.1. The following terms and conditions of purchase apply to all our business dealings with the supplier, even if they are not mentioned in subsequent contracts. Any deviating provisions in the supplier's general terms and conditions of delivery are hereby rejected. These shall only apply if they have been separately agreed in writing by the contracting parties in advance.
1.2. All agreements, subsidiary agreements and contract amendments must be made in writing. This also applies to any waiver of the written form clause.

2. Conclusion of contract
2.1. The supplier is obliged to accept our order within 10 days of the date of the postmark and to send us a corresponding order confirmation. If the order is placed by fax or e-mail, the period shall commence on the date of dispatch.
2.2. The order confirmation must state the price, discount, binding delivery date and all numbers and references relating to our order.
2.3. We reserve all property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. The documents are to be used exclusively for production based on our order; once the order has been processed, they must be returned to us without request. They must be kept confidential from third parties.
2.4. Remuneration or compensation for visitors or for the preparation of offers, projects, etc. shall only be paid if this has been expressly agreed.
2.5. Within the bounds of reasonableness, we may request technical changes to the product to be delivered and/or the delivery date. Any effects in terms of additional or reduced costs and delivery dates must be agreed in an appropriate manner.

3. Prices and terms of payment 3.1. The agreed prices are binding; this also applies to framework agreements for the entire duration of the agreement. If a price has not been expressly agreed, the most favourable price shall be deemed to have been agreed, in addition to which the supplier shall sell or offer goods of the same type and quality
to a third party, but at no more than the price at which it last supplied us with such goods.
3.2. All prices are ‘free delivery’ to the delivery addresses specified by us, including statutory value added tax and packaging. We have the right to determine the type of packaging, the choice of means of transport and the transport route, as well as the transport insurance.
3.3. Unless otherwise agreed, payments shall be made at our discretion either within 14 days of receipt of the invoice with a 3% discount or within 30 days of receipt of the invoice net. However, the period shall not commence before the supplier has fulfilled its obligations in full.
3.4. Invoices shall be sent to us in duplicate when the goods are dispatched, but separately from the goods. The order number and order date shall be stated on each invoice. Invoices that are not properly prepared shall be deemed not to have been issued.
3.5. For deliveries within the European Union, the supplier must provide its VAT identification number, prove its status as a business and cooperate in providing documentary and accounting evidence of export.
3.6. In the event of a faulty delivery, we are entitled to withhold payment in proportion to the value until proper performance. Payments made do not constitute acceptance of the delivery as being in accordance with the contract.
3.7. The supplier is not entitled to assign its claims or have them collected by third parties unless we have given our consent. However, consent may not be unreasonably withheld.

4. Delivery time, delay in delivery
4.1. Delivery dates are binding. The decisive factor for compliance with deadlines and dates is the receipt of the goods at the place of receipt or use specified by us.
4.2. If the supplier realises that an agreed date cannot be met for any reason, they must notify us immediately in writing, stating the reasons and the duration of the delay.
4.3. In the event of a delay in delivery, we shall be entitled to demand a contractual penalty of 5% of the order value for each completed week of delay, up to a maximum of 10% of the order value. We reserve the right to assert further legal claims. We shall declare the reservation of the contractual penalty at the latest upon payment of the invoice.
4.4. If the agreed deadlines are not met, we shall be entitled to withdraw from the contract after expiry of a reasonable grace period set by us, without prejudice to further legal claims. If the supplier is responsible for the delay, we may, at our discretion, demand compensation for the damage incurred by us as a result of the delay or, after expiry of the above-mentioned period, demand damages in lieu of performance or compensation for futile expenses.
4.5. Force majeure, industrial disputes or other unavoidable and unforeseeable events shall release the supplier from its performance obligations only for the duration of the disruption and in dealing with its effects.

5. Verpackung, Lieferung, Gefahrenübergang
5.1. Leistungsort für die gem. § 4 der Verpackungsverordnung bestehende Rücknahmepflicht des Lieferanten ist der Ort der Übergabe der Ware.
5.2. Berechnete Verpackungen sind, soweit sie wieder verwendbar sind, bei Rückgabe zum vollen berechneten Wert gutzuschreiben.
5.3. Teillieferungen akzeptieren wir nur nach ausdrücklicher Vereinbarung. Bei vereinbarten Teilsendungen ist die verbleibende Restmenge zu nennen.
5.4. Die Gefahr geht bei der von uns angegebenen Lieferadresse über.

6. Material defects and defects of title
6.1. The items delivered by the supplier and all services provided by the supplier must comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations. If deviations from these regulations are necessary in individual cases, the supplier must obtain our written consent.
6.2. If the supplier has concerns about the type of execution requested by us, he must notify us immediately in writing. Acceptance of delivery is always subject to quantity and quality control. An obligation to inspect the delivered goods only exists in the case of obvious or easily recognisable deviations in quantity and quality. We shall notify the supplier immediately of any deviations found. The complaint shall be deemed to have been made in good time if it is received by the supplier within a period of 8 days from receipt of the goods or, in the case of hidden defects, from their discovery.
6.3. In the event of a defect, we shall be entitled to our full statutory rights, whereby the place of warranty shall be the specified place of use.
6.4. If the supplier is in default with the replacement delivery or rectification of defects, we shall be entitled to procure the replacement or rectify the defect ourselves or have this done by third parties at the supplier's expense. The same shall apply if urgency is required and the supplier cannot be reached in time or is unable to rectify the defect or procure a replacement in time.
6.5. Claims for material defects and defects of title shall become time-barred 36 months after the transfer of risk, unless expressly agreed otherwise. For delivery items that could not remain in operation during the investigation of the defect and/or the rectification of the defect, the limitation period or a current warranty shall be extended by the duration of the interruption of operation. For repaired or newly delivered parts, the limitation period or warranty shall recommence at this point in time (beyond the statutory suspension).

7. Product liability, indemnification, liability insurance
7.1. Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request if the cause lies within its sphere of control and/or organisation and it is itself liable in relation to third parties.
7.2. Within the scope of its liability for damage within the meaning of clause 6.1. of these Terms and Conditions of Purchase, the supplier shall also be obliged to reimburse any expenses incurred by us in connection with the recall campaign carried out by us. We shall inform the supplier of the content and scope of the recall measures to be carried out and give it the opportunity to comment, insofar as this is possible and reasonable. Other legal claims remain unaffected.
7.3. The supplier undertakes to maintain product liability insurance with a sum insured of €5 million per personal injury/property damage; if we are entitled to further claims for damages, these remain unaffected.

8. Design and Intellectual Property Rights
8.1. If the ordered parts are designed by us, the supplier undertakes not to supply or offer them to third parties, either now or in the future. Models, drawings, samples, and the like that we provide to the supplier for the execution of the order remain our property and must be returned to us upon completion of the order.
8.2. The supplier is liable for ensuring that no third-party rights are infringed in connection with its delivery.
8.3. If a third party asserts a claim against us for this reason, the supplier is obligated to indemnify us against such claims upon our first written request. We will not enter into any agreement with the third party, in particular, we will not reach a settlement, without the supplier's consent.
8.4. The supplier's obligation to indemnify us against such claims extends to all expenses necessarily incurred in connection with the third-party claim.

9. Materials provided
Materials and parts provided by us remain our property. They may only be used within the scope of our order. The processing of the materials and the assembly of the parts by the supplier shall be carried out on our behalf. If our materials and parts are mixed, combined or processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of our materials and parts in relation to the other processed items. If the item is considered to be the supplier's main item, the supplier must transfer proportional co-ownership to us.

10. Spare parts
10.1. The supplier undertakes to supply us with spare parts on reasonable terms for a period of at least 5 years from the date of the last delivery. Spare parts shall be delivered within 10 days of ordering, provided that they are standard parts; for special parts, the delivery period shall be agreed individually.
10.2. If the supplier discontinues the delivery of spare parts after expiry of the period specified in clause 10.1 sentence 1, we shall be given the opportunity to place a final order at reasonable prices.

11. Miscellaneous 11.1. The supplier is not entitled to subcontract the order to third parties without our prior consent.
11.2. We will treat the suppliers' personal data in accordance with the Federal Data Protection Act.
11.3. If one contracting party suspends payments or insolvency proceedings are initiated against its assets, the other contracting party shall be entitled to withdraw from the unfulfilled part of the contract.
11.4. Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the delivery address specified by us. For all other obligations of both parties, the place of performance shall be our registered office.
11.5. The place of jurisdiction shall be Leverkusen.
11.6. The contract shall be governed by the law of the Federal Republic of Germany, excluding conflict of laws provisions, the Uniform UN Sales Convention or other conventions on the law of the sale of goods.

Terms of sale

(a) General provisions

1. Scope of application
1. The general terms and conditions of sale and delivery (hereinafter referred to as ‘Terms and Conditions’) of SEKA Nutzfahrzeuge GmbH & Co. KG (hereinafter referred to as ‘SEKA’) apply exclusively to business transactions with companies within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.
2. These Terms apply to all services, all orders placed by SEKA and all contracts concluded with SEKA, including in the area of after-sales/spare parts. Within the framework of ongoing business relationships, these Terms also apply to future services, even if they are no longer expressly agreed, unless deviations are expressly agreed in writing in the contract.
3. The terms and conditions apply to all contractual relationships. In addition, the following apply:
1) for sales and deliveries, the terms and conditions set out under B.
2) for maintenance and repair contracts, the terms and conditions set out under C.
3) The inclusion of the general terms and conditions of sale and delivery as well as the terms and conditions mentioned under 1.3.1 and 1.3.2 is governed exclusively by German law.

2. Defence clause
1. Unless expressly agreed otherwise in the contract, SEKA's terms and conditions shall apply exclusively. Other provisions, in particular the customer's general terms and conditions of business, purchase or delivery, shall not become part of the contract, even if SEKA has not expressly objected to them.
2. SEKA's terms and conditions shall apply in particular if the customer accepts the delivery without reservation in full knowledge of these terms and conditions.

3. Right of Retention and Set-Off, Assignment
1. The customer is not entitled to rights of retention or set-off unless the counterclaim on which the rights are based has been legally established or acknowledged by SEKA.

4. Ownership, Intellectual Property Rights
1. SEKA retains ownership of all cost estimates, drawings, illustrations, samples, documentation, and other information of a tangible and intangible nature – including in electronic form – (“Materials”). Materials may not be made available to third parties without SEKA’s prior written consent. Upon termination of the contract, or if or to the extent that no contract is concluded, the Materials must be returned to SEKA immediately, or permanently destroyed or deleted, at SEKA’s discretion. SEKA must be provided with proof of deletion or destruction. A right of retention exists only in the case of undisputed or legally established counterclaims.
2. The transfer of Materials by SEKA to the customer does not transfer any industrial property rights or copyrights belonging to SEKA to the customer. Nor does it constitute the granting of a license or any other rights to the Materials. Insofar as SEKA provides Materials to the customer, this does not transfer any industrial property rights or copyrights belonging to SEKA to the customer.
3. The delivery of goods to the customer does not transfer any industrial property rights, copyrights, or rights of use belonging to SEKA to the customer. Likewise, the delivery of goods should not be construed as granting a license to any industrial property rights, copyrights, or rights of use existing in the delivered goods.

5. Miscellaneous
1. Personal data is stored by SEKA in accordance with legal regulations.
2. Should any provision of these terms and conditions, or parts thereof, be or become invalid, the remaining provisions shall remain unaffected.
3. The exclusive place of jurisdiction for all disputes arising from the respective contractual relationship is Leverkusen, Germany. SEKA reserves the right to bring legal action at the customer's statutory place of jurisdiction.
4. German substantive law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
5. German, as an official language of the EU, shall be the language of the contract and shall also be used for the interpretation of the contract text.

6. Legal Defects
1. Unless otherwise agreed, SEKA is obligated to deliver the goods free from industrial property rights (e.g., trademark, patent, and utility model rights), copyrights, and other third-party rights only within Germany.
2. If a third party asserts legitimate claims against the customer due to the infringement of intellectual property rights, SEKA shall be liable for a period of 12 (twelve) months from the date of delivery, in accordance with the following provisions:
1) SEKA will, at its own discretion and expense, either obtain a right of use for the delivery in question or modify or replace the delivered goods so that the legitimately asserted intellectual property rights are no longer infringed ("subsequent performance"). If subsequent performance fails, the customer is entitled to the statutory rights of withdrawal and price reduction.
2) SEKA's obligation set out in section 6.2.1 only applies if the customer immediately notifies SEKA in writing of any claims asserted by a third party, does not acknowledge any infringement, and reserves all rights to defend against such claims and to conduct settlement negotiations. If the customer discontinues use of the delivered item for reasons of damage mitigation or other important reasons, the customer is obligated to inform the third party that the discontinuation of use does not constitute an acknowledgment of any infringement of intellectual property rights.
3. Claims of the customer against SEKA are excluded insofar as the customer is responsible for the infringement of intellectual property rights.
1) SEKA's liability to the customer is specifically excluded to the extent that the customer makes modifications to the delivered item, installs additional equipment, or connects the delivered item to other devices or equipment, and the infringement of intellectual property rights is based on these modifications or changes.
2) If SEKA is held liable by third parties for an infringement of intellectual property rights based on the grounds specified in Section 6.3.1, the customer shall indemnify SEKA.
3) SEKA shall not be liable to the customer for the infringement of third-party intellectual property rights by a delivered item manufactured according to drawings, designs, specifications, or other information provided by the customer. SEKA shall also not be liable for the unforeseeable use of the delivered item.
4) If SEKA is held liable by third parties for an infringement of intellectual property rights based on the grounds specified in Section 6.3.3, the customer shall indemnify SEKA.
5) In addition to SEKA's liability under Sections 6.2 and 6.3, the provisions of Section 7 shall apply accordingly.
4. Other Defects of Title
1) Insofar as other defects of title exist, the provisions of clauses 6.2 to 6.3 shall apply accordingly.
2) Otherwise, SEKA's liability for other defects of title shall be governed by the provisions of clause 7.
5. Any further or other claims of the customer against SEKA and its agents due to a defect of title, beyond those regulated in this clause and in clause 7, are excluded.

b) Terms and conditions for sale and delivery

1. Offer/Contract Conclusion
1. Offers from SEKA are non-binding.
2. If the customer's order qualifies as an offer, SEKA may accept it – unless otherwise agreed – within a period of three weeks.
3. The scope of SEKA's services is conclusively determined by the written acceptance of the offer/order confirmation, including attachments. All agreements made between SEKA and the customer for the execution of this contract are conclusively defined in the contract and these terms and conditions. Verbal side agreements and amendments to the contract or these terms and conditions require written confirmation from SEKA.
4. The transfer of the customer's rights and obligations to third parties requires the prior written consent of SEKA.

2. Prices, Terms of Payment
1. Prices are ex works SEKA's manufacturing plant in Leverkusen, unless otherwise stipulated in the written contract between the parties.
2. Unless otherwise agreed, prices are quoted in euros. For orders in foreign currencies, the exchange rates specified in the contract apply.
3. Prices are subject to the applicable statutory value-added tax (VAT).
4. Transport, shipping, loading, packaging, and freight costs are not included in the prices and will be invoiced separately, unless otherwise stipulated in the written contract between the parties.
5. For deliveries within the European Union, the customer must provide their VAT identification number in good time before the contractually agreed delivery date to prove their exemption from VAT. If this information is not provided in a timely and complete manner, SEKA reserves the right to charge the applicable VAT.
6. For deliveries outside the EU, SEKA is entitled to charge statutory VAT retroactively if the customer does not provide proof of export within one month of the respective shipment.
7. SEKA reserves the right to adjust its prices accordingly if, between the conclusion of the contract and delivery, cost reductions or increases occur for which SEKA is not responsible, in particular due to collective bargaining agreements or changes in material and raw material prices. SEKA will provide proof of this price increase to the customer upon request.
8. Unless otherwise agreed, the purchase price (net) is due for payment without deduction upon notification by SEKA that the goods are ready for delivery. If the price is not yet fixed at this time or cannot be quoted to the customer for other reasons, the purchase price is due upon receipt of the invoice.
9. For custom-made products or larger delivery quantities, SEKA is entitled to issue the customer a partial invoice for an advance payment before commencing production. This partial invoice is due upon receipt by the customer. SEKA is entitled to make performance of the contract contingent upon receipt of the advance payment. The paid partial invoice will be credited towards the final invoice.
10. The legal consequences of the customer's default in payment are governed by the statutory provisions of the German Civil Code (BGB), unless these terms and conditions contain deviating provisions.
11. If the customer defaults on payment, SEKA is entitled, after the unsuccessful expiry of a one-week grace period, to declare all outstanding claims against the customer immediately due and payable.
12. SEKA is entitled to charge a flat-rate reminder fee of €5.00 for the first reminder, €10.00 for the second reminder, and €16.00 for the third reminder for each reminder or grace period.
13. If, after conclusion of the contract, it becomes apparent that the payment claim is jeopardized by the customer's lack of solvency, SEKA is entitled to the rights under Section 321 of the German Civil Code (BGB) (defense of insecurity). SEKA is then also entitled to declare all outstanding claims arising from the ongoing business relationship with the customer immediately due and payable. This agreement regarding payment in case of insecurity extends to all further outstanding deliveries and services arising from the business relationship with the customer.
14. A discount is not permitted unless the parties agree otherwise in writing.

3. Delivery Deadlines and Performance Time
1. All delivery deadlines and dates specified by SEKA are approximate only, unless the deadlines are expressly designated as binding in the contract.
2. These delivery deadlines and dates only commence after all execution details and technical questions concerning the delivery item have been fully clarified. Furthermore, the customer must properly and promptly fulfill all obligations incumbent upon them. If these conditions are not met, the deadlines will be extended accordingly, unless SEKA is responsible for the delay in delivery. The right to assert the defense of non-performance of contract remains reserved.
3. Deadlines and dates do not commence until the customer has provided the necessary official certificates or permits.
4. Force majeure or other impediments beyond SEKA's control, such as war, strikes, lockouts, and the like, extend the deadlines and postpone the dates accordingly.
5. Adherence to the delivery deadline is subject to correct and timely delivery to SEKA by its own suppliers, unless the incorrect or delayed delivery is due to SEKA's fault.
6. SEKA will notify the customer of the availability of the goods upon completion. The customer is obligated to collect the goods within three business days of receiving this notification.
7. SEKA is entitled to make reasonable partial deliveries and issue partial invoices.
8. If the customer is in default of acceptance or breaches other obligations to cooperate, SEKA is entitled to claim compensation for the resulting damages, including any additional expenses. Further claims remain reserved.
9. If SEKA is in default of performance for other reasons, the demonstrable damages for delay are limited to 0.5% of the contract price of the delayed delivery for each full week of delay, but not exceeding 5% of the contract price.
10. The customer is obligated to declare, upon SEKA's request and within a reasonable timeframe, whether they are withdrawing from the contract due to a delivery delay attributable to SEKA or whether they insist on delivery.
11. Storage Fees / Delay in Delivery
11.1. If the shipment or delivery of a semi-trailer is delayed due to the customer's fault, SEKA may charge storage fees of €35 net for each day from the 11th day to the 20th day after receipt of the notification of readiness for shipment, €65 net for each day from the 21st day to the 60th day after receipt of the notification of readiness for shipment, and €95 net for each additional day from the 61st day after receipt of the notification of readiness for shipment. This applies exclusively to customers with their registered office in Germany. Both parties remain free to prove higher or lower storage costs.
11.2. If the shipment or delivery of a semi-trailer is delayed due to the fault of the customer, who has their place of business abroad, SEKA may, in the event of a delay of more than 30 days after receipt of the notification of readiness, charge storage fees of €65 net for each day from the 31st day to the 60th day after receipt of the notification of readiness, for each day from the 61st day to the 90th day after receipt of the notification of readiness for delivery, storage fees of €95 net, and for each additional day from the 91st day after receipt of the notification of readiness for delivery, storage fees of €125 net. This applies exclusively to customers with their place of business abroad. Both contracting parties are free to provide evidence of higher or lower storage costs.
12. If the delivery contract is rescinded and the customer is liable to pay damages to SEKA, SEKA shall be entitled to demand lump-sum damages amounting to 20% of the net order value, unless the customer can prove that the breach of contract for which they are responsible did not result in any damage or loss of value, or that any such loss incurred by SEKA is significantly lower than the lump sum.
13. As an alternative to clause 3.12, SEKA reserves the right to calculate and claim the amount of the damage specifically. The quantified letter of claim constitutes the exercise of this option.

4. Place of performance and transfer of risk
1. The risk of accidental loss or deterioration shall pass to the customer on the day of notification of readiness for dispatch or acceptance (‘notification of readiness’).
2. If the customer so desires, SEKA will insure the delivery with transport insurance. The costs incurred for this shall be borne by the customer.
3. The place of performance for all deliveries and services as well as the execution of any rectification of defects is the SEKA manufacturing plant in LEVERKUSEN.

5. Material defects
1. SEKA shall be liable for material defects in newly manufactured delivery items as follows:
1.1. Warranty claims by the customer presuppose that the customer has duly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
1.2. If there is a defect in the delivery which can be proven to have arisen before the transfer of risk, SEKA shall be entitled, at its discretion, to carry out subsequent performance in the form of rectification of the defect or delivery of a new item. In the event of rectification of defects, SEKA shall be obliged to bear the direct costs of the rectification itself or, in the case of replacement delivery, the costs of the replacement delivery itself, including shipping costs, insofar as these costs are not increased by the fact that the delivery item has been taken to a location other than the place of performance. For delivery locations outside the Federal Republic of Germany, the total costs to be borne are limited to the order value.
1.3. Warranty claims do not exist in the case of only insignificant deviations from the agreed quality or in the case of insignificant impairment of usability.1.4. Warranty claims by the customer are also excluded in the event of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or special external or weather-related influences that are not provided for in the contract.
1.5. If modifications or repair work are carried out by the customer or third parties, there shall also be no warranty claims for the resulting consequences.
1.6. For vehicle frames and other metals of new vehicles that have been painted with cathodic dip coating and are marked accordingly, SEKA provides a long-term warranty against rusting through, loss of function, loss of functionality or impairment of contractability for a period of 5 years from delivery. This presupposes that the special manufacturer's instructions for paint treatment and maintenance in accordance with the maintenance booklet are observed and that maintenance is carried out and documented by SEKA or authorised service workshops.
1.7. If there is an insignificant defect, the customer shall only be entitled to a reduction in the contract price. Otherwise, the right to a reduction shall be excluded.
1.8. If the defect was also caused by the customer, in particular due to failure to comply with their obligation to avoid and minimise damage, SEKA shall be entitled to claim damages from the customer after rectification in proportion to the customer's contributory negligence.
2. Liability for used delivery items, used vehicles or used parts shall be excluded from the warranty for material defects.
3. Colour deviations in paintwork and colouring of parts of all kinds, as well as digital printing, do not constitute a defect to the extent technically permissible. In connection with the introduction and conversion to REACH-compliant paints and manufacturing processes, no guarantee can be given for the colour accuracy of paintwork and colouring of parts of all kinds, as well as digital printing, compared to vehicles already delivered.

6. Legal Defects
1. Unless otherwise agreed, SEKA is obligated to deliver the goods free from industrial property rights and other third-party rights (e.g., trademark rights, copyrights) only within Germany. If a third party asserts legitimate claims against the customer due to the infringement of intellectual property rights, SEKA shall be liable for a period of 12 months from the transfer of risk as follows:
1.1. At its own discretion and expense, SEKA will either obtain a right of use for the deliveries in question or modify or replace the deliveries so that the intellectual property right is not infringed. If this is not possible under reasonable conditions, the customer shall be entitled to the statutory rights of rescission or price reduction.
1.2. The aforementioned obligation applies only if the customer immediately notifies SEKA in writing of the claims asserted by the third party, does not acknowledge any infringement, and reserves all rights to defend against such claims and to conduct settlement negotiations. If the customer discontinues use of the delivery for reasons of damage mitigation or other important reasons, they are obligated to inform any third party that discontinuing use does not constitute an admission of any intellectual property infringement.
2. The customer's claims are excluded to the extent that they are responsible for the intellectual property infringement.
3. The customer's claims are also excluded to the extent that the intellectual property infringement is caused by specific instructions from the customer, by an application not foreseeable by SEKA, or by the customer modifying the delivery or using it together with products not supplied by SEKA. In the event of intellectual property infringements, the provisions of Section 7 shall apply accordingly to the customer's claims regulated in Section 6.1.1.
4. In the event of other defects of title, the provisions of Section 7 shall apply accordingly.
5. Any further or other claims by the customer against SEKA and its agents due to a defect of title, beyond those regulated in Section 7, are excluded.

7. Liability
1. SEKA shall be liable, even in the case of damages arising from breaches of obligations during contract negotiations, regardless of the legal basis – in particular also for damages not incurred on the delivered item itself – only in cases of intent, culpable breach of essential contractual obligations, gross negligence on the part of its executive bodies or senior employees, culpable injury to life, body, or health, fraudulent concealment of defects, guarantees of the absence of defects, and defects to the extent that liability exists under the Product Liability Act.
2. In the event of a breach of essential contractual obligations, SEKA shall also be liable in cases of gross negligence on the part of non-executive employees and in cases of ordinary negligence. In cases of ordinary negligence, liability shall be limited to the typical, reasonably foreseeable damages. Essential contractual obligations exist if the exclusion of liability relates to an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.
3. Any further liability – regardless of the legal basis – including, in particular, liability for damages not incurred to the delivered item itself, is excluded.
4. SEKA is not liable for the consequences of defects for which the warranty is excluded.

8. Statute of Limitations
1. Unless otherwise agreed, claims of the customer against SEKA arising from and in connection with the delivery – for whatever legal reason – shall become statute-barred one year after delivery.

9. Calculation for Trade-Ins of Used Vehicles
1. When trading in used vehicles, the value determined on the day of acceptance is decisive if the used vehicle has depreciated in value or sustained damage between the conclusion of the contract and the acceptance.
2. If an agreement on the amount of depreciation cannot be reached through negotiation, SEKA is entitled to conduct a DAT appraisal. The appraisal result will form the basis for settling the trade-in value of the used vehicle. The costs of the appraisal will be deducted from the final price.
3. If it is contractually agreed that a used vehicle to be traded in by SEKA must be delivered with a TÜV inspection certificate, inspection by any other official or officially approved testing facility is excluded. Furthermore, the inspection must not be older than 14 days. The customer is responsible for having all defects identified by TÜV that, according to the inspection report, necessitate a re-inspection of the vehicle repaired at their own expense, without affecting the agreed trade-in value. The inspection report must be presented before the vehicle is handed over. If the customer fails to meet these obligations by the agreed handover date, SEKA is entitled to carry out the rectification of defects itself against set-off or to refuse the trade-in of the used vehicle and demand immediate payment of the agreed trade-in amount.

10. Retention of Title
1. SEKA retains title to the delivered goods until receipt of all payments due under the delivery contract, including all outstanding balances from current accounts that SEKA has against the customer now or in the future.
2. In the event of a breach of contract by the customer, in particular in the event of default in payment, SEKA is entitled to assert its retention of title and withdraw from the contract.
3. During the period of retention of title, SEKA has the right to possession of the vehicle registration document.
4. SEKA's repossession of the delivered goods does not constitute a withdrawal from the contract unless SEKA expressly declares this in writing. SEKA's seizure of the delivered goods does not constitute a withdrawal from the contract unless SEKA expressly declares this in writing. Any proceeds from the sale of the delivered goods shall be credited against the customer's liabilities, less reasonable costs of realization.
5. The customer is obligated to handle the delivered goods with care; In particular, the customer is obligated to insure these goods at their own expense with comprehensive insurance – at replacement value.
6. In the event of attachments or other interventions by third parties, the customer must notify SEKA immediately in writing so that SEKA can file a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse SEKA for the court and out-of-court costs of a lawsuit pursuant to Section 771 of the ZPO, the customer is liable for the resulting expenses and losses.
7. The customer is entitled to resell the delivered goods in the ordinary course of business; however, the customer hereby assigns to SEKA all claims against its customers or third parties arising from the resale, up to the amount of the final invoice total (including VAT), regardless of whether the goods were resold before or after processing.
8. The customer remains authorized to collect these claims even after the assignment. SEKA's right to collect the claims itself remains unaffected. SEKA undertakes not to collect the receivables as long as the customer fulfills its payment obligations to third parties from the proceeds received, is not in default of payment, and in particular, no application for the commencement of bankruptcy, composition, or insolvency proceedings has been filed, nor has a suspension of payments occurred.
9. SEKA may demand that the customer disclose the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor (third party) of the assignment.
10. Any processing or transformation of the delivered goods by the customer is always carried out on behalf of SEKA. If the delivered goods are processed with other items not belonging to SEKA, SEKA acquires co-ownership of the new item in proportion to the value of the delivered goods (final invoice amount, including VAT) relative to the other processed items at the time of processing.
11. SEKA retains title to the item created through processing in accordance with the above provisions. In this respect, clause 10 applies accordingly.
12. SEKA undertakes to release the securities to which SEKA is entitled at the customer's request insofar as the realizable value of the security exceeds the secured claim by more than 10%; the selection of the securities to be released is at SEKA's discretion.

11. Lease Entry 1. If and to the extent that SEKA has agreed to the entry of a customer's leasing company into a lease agreement, the following applies:
Payment terms as stated in the order confirmation.

c) Conditions for service and repair contracts

1. Scope of Application
If SEKA performs such maintenance or repair services for the customer on the basis of a maintenance or repair contract, the provisions set out in section C shall apply in addition to the provisions under A. and B., unless the written maintenance or repair contract contains deviating provisions.

2. Acceptance
1. Upon completion of the work and notification of completion by SEKA, an acceptance inspection will take place immediately. The inspection will be conducted at the installation site.
2. A protocol must be drawn up and signed by both parties regarding the acceptance inspection.
3. If the customer fails to attend the agreed-upon inspection, the work will be deemed accepted.

3. Attribution of Responsibility
SEKA assumes no responsibility or liability for the culpable conduct of persons provided by the customer. Such persons are considered agents of the customer.

4. Assembly errors
In the event of assembly errors for which SEKA is responsible, there is a right to free rectification.

5. Liability
Regarding liability and the standard of liability, section B, paragraph 7 applies analogously.

6. Deadlines and Dates
1. If deadlines are bindingly set for installation work, these deadlines only begin to run once the customer has fulfilled all their obligations to cooperate.
2. If SEKA culpably fails to meet deadlines, the customer is obligated to set a reasonable grace period in writing.
3. After this grace period has expired, the customer may withdraw from the contract. Claims for compensation for damages caused by the delay are excluded unless they are based on intent or gross negligence.
4. Subsequent change requests from the customer will be implemented at the customer's expense to the extent possible and reasonable. They will extend the deadlines accordingly.

7. Additional Expenses
Additional expenses beyond the scope of the order, in particular for modified assembly and services as well as for other unforeseeable difficulties that are the responsibility of the customer, will be reimbursed separately according to the actual costs incurred.

8. Payment Terms
1. After acceptance (see C. 2.1), the invoice for maintenance, repair, or installation services is due for payment.
2. SEKA retains the right to withhold possession of the vehicle until the full invoice amount has been paid.

As of January 1, 2012