Terms and Conditions for the Sale of New and Used Vehicle Replacement Parts of the Mercedes-Benz Group and Smart Brands and Accessories of All Kinds

–Terms and Conditions for the Sale of Parts –

I. Subject of Agreement

These Terms and Conditions for the Sale of Parts apply to both new and used parts.
Any General Terms and Conditions of Business of the Buyer shall not apply, even if they are not explicitly rejected by the Seller.

II. Prices

The price of the Object of Purchase is understood ex works or from the Seller's facility that is delivering the Object (purchase price). If the Buyer is a legal entity under public law, a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, the purchase price will be adjusted by the same amount as the Seller's (list) price plus VAT until the date of delivery.
Packaging and shipping costs and any other charges agreed, including but not limited to freight insurance, will be charged as additional costs.
Calculation of an exchange price on an exchange basis will be based on the assumption that the exchanged assembly or part is complete, i.e. the items delivered correspond to the refurbished assembly or part, and does not exhibit any physical damage (e.g. due to an accident, frost or fire).
Special packaging will be taken back at the return prices generally set by the Seller for the individual packaging materials.

III. Payment

The purchase price and the prices for ancillary services shall fall due upon the handover of the Object of Purchase or the transmission of the invoice. The purchase price and the prices for ancillary services can be paid for in cash up to an amount of EUR 9,999 including VAT. The remaining amount shall be paid cashlessly. By way of derogation, the Seller can on a case-by-case basis refuse a cash payment of an amount below the above-stated cash limit if, within a period of less than 30 days, the Buyer effects other purchases or places other orders with the Seller for a total amount in excess of EUR 9,999 including VAT.
The Buyer may offset against the Seller's claims only if the Buyer's counterclaim is undisputed or a legally binding title exists. This excludes counterclaims of the buyer from the same purchase contract. The Buyer can assert a right of retention only if it is based on claims arising from the same contractual relationship.

IV. Delivery and Delayed Delivery

Delivery deadlines and periods, which may be agreed on a binding or non-binding basis, must be stated in text form. Delivery periods commence upon the conclusion of the contract.
The Buyer may demand delivery from the Seller ten days after a non-binding delivery deadline or period has passed. The receipt of the demand places the Seller in default unless the delay is not the Seller’s fault.
If the Buyer has a claim to damages caused by default, this shall be limited to no more than 5 % of the agreed purchase price in the event of slight negligence on the part of the Seller.
If the Buyer also wants to withdraw from the contract and/or demand compensation for damages in lieu of performance, it must give the Seller a reasonable deadline for delivery following the expiry of the relevant deadline pursuant to Paragraph 2 of this Section IV.
If the Buyer has a claim to compensation for damages in lieu of performance, said claim shall be limited to no more than 25 % of the agreed purchase price in the event of slight negligence. If the Buyer is a legal entity under public law, a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, claims for damages shall be excluded in the event of slight negligence.
If the Buyer coincidentally becomes unable to carry out the delivery while it is in default, it shall be liable subject to the limits on liability specified above. The Seller shall not be liable if the damages would also have been incurred had delivery been made promptly.
If a binding delivery deadline or period is exceeded, the Seller shall be in default as soon as the deadline passes or period expires, unless the Seller is not responsible for the delay. In this case the Buyer’s rights shall be determined by Paragraph 2 Sentence 3 and Paragraph 3 of this Section IV.
The limits on and exclusions of liability specified by this Section IV do not apply to damages resulting from the grossly negligent or willful breach of obligations on the part of the Seller, its legal representatives or its vicarious agents, or in the event of injury to life, limb or health.
Force majeure or disruptions to the operations of the Seller or its suppliers that temporarily prevent the Seller through no fault of its own from delivering the Object of Purchase by the agreed deadline or within the agreed period shall set the deadlines and periods specified by Paragraphs 1 through 4 of this Section back by the duration of the disruptions resulting from these circumstances. The Buyer may withdraw from the contract if the corresponding disruptions postpone performance by more than four months. This shall not affect any other rights of withdrawal.
The manufacturer reserves the right to make changes to the design, form, color, or specification during the delivery period, provided these changes, while taking into account the interests of the vendor, can be deemed reasonable with respect to the purchaser. Where the Seller or the manufacturer uses symbols or numbers to describe the purchase order or the Object of Purchase ordered, no rights may be derived solely from these.

V. Retention of Title

The Object of Purchase shall remain the property of the Seller until the claims accruing to the Seller on the basis of the purchase agreement have been settled.
If the Buyer is a legal entity or a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, the retention of title shall remain in effect also for the Seller’s claims against the Buyer in connection with the ongoing business relationship until the claims relating to the purchase have been settled. The Seller must waive its right to retain title at the Buyer’s request if the Buyer has indisputably settled all claims relating to the Object of Purchase and there is sufficient collateral to cover the remaining claims arising from the ongoing business relationship.
The Buyer may not dispose of the Object of Purchase or grant use thereof to third parties by contract for as long as the retention of title is in effect.

VI. Liability for Material Defects and Legal Defects

The Buyer's right to file claims for material defects or defects of title shall expire in accordance with the statute of limitations two years after delivery of the Object of Purchase unless otherwise agreed in the sections below.
a)If the Buyer is a consumer within the meaning of Section 13 of the German Civil Code (BGB), shortening the two-year statute of limitations covering material defects and defects of title to no less than one year from the date of transfer of the Object of Purchase to the Buyer can only be effectively agreed during the sale of used parts if the Buyer was specifically informed of the shorter statute of limitations before contract conclusion, and the shortening was expressly and separately agreed to in the contract.
In relation to material defects and legal defects of goods containing digital elements, in relation to such digital elements, the provisions of this Section VI do not apply and instead, in relation to such digital elements, the statutory provisions apply.
b)If the Buyer is a legal entity under public law, a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, the Buyer's right to file claims for material defects or defects of title relating to new vehicle parts shall expire one year after the date of transfer of the Object of Purchase to the Buyer. Any liability for material defects or defects of title pertaining to used vehicle parts is excluded.
If the shorter period of limitations has been agreed on with a consumer as defined by paragraph 1a or a Buyer as defined by paragraph 1b above or liability to a Buyer for material defects or defects of title has been excluded in accordance with paragraph 1b, then the shorter periods of limitation exclusion of liability for material defects and defects of title shall not apply to defects attributable to gross negligence or deliberate violation of the obligations of the Seller, the Seller's legal representatives or its vicarious agents or in cases involving injury to life, limb or the health of an individual.
If the Seller is liable for damages resulting from slight negligence in accordance with statutory provisions, said liability shall be limited:
Liability only applies to breaches of material contractual obligations such as those imposed by the purchase agreement on the Seller in accordance with its content and purpose or whose fulfillment makes the proper execution of the purchase agreement possible in the first place, and compliance with which the Buyer relies on and can reasonably expect to rely on. Said liability shall be limited to the typical damages foreseeable at the time that the contract is concluded.
The personal liability of the Seller’s legal representatives, vicarious agents and employees for damages incurred as a result of their slight negligence shall be excluded.
Paragraph 2 of this Section VI. applies accordingly to the aforementioned limitation of liability and the aforementioned exclusion of liability.
Regardless of any fault on the part of the Seller, any liability on the part of the Seller due to the malicious concealment of a defect, the assumption of a guarantee or procurement risk, or in accordance with the German Product Liability Act, shall remain unaffected.
If a defect is to be remedied, the following shall apply:
a)The Buyer shall assert any claims for rectification of defects against the Seller.
b)Until the deadline for expiry for the Object of Purchase passes, the Buyer may assert claims for material defects relating to the parts installed for the purpose of remedying defects on the basis of the purchase agreement.
c)Replaced parts become the property of the Seller.
d)If the Buyer is a legal entity under public law, a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, then the Seller – in derogation from Section 439, para. 1, of the German Civil Code (BGB) – may remedy the defect by, at its discretion, repairing the defect or replacing the item with an equivalent one free of defects.

VII. Liability for Other Claims

In relation to other claims of the Buyer that are not governed by Section VI “Liability for Material Defects and Legal Defects”, the statutory expiry periods apply.
Liability for delayed delivery is governed exhaustively by Section IV. The provisions in Section VI, "Liability for Material Defects and Legal Defects," Paragraphs 3 and 4, apply mutatis mutandis to any other claims for damages against the Seller.
If the Buyer is a consumer within the meaning of Section 13 of the German Civil Code (BGB) and the Object of Purchase also includes the provision of digital content or digital services and the object can also perform its function without said digital products and services, such digital content or digital services are subject to the legal provisions of Sections 327 et seq. of the German Civil Code.

VIII. Place of Performance, Place of Jurisdiction and Applicable Law

If the Buyer is a legal entity under public law, a special fund under public law, or a businessperson fulfilling his/her commercial or independent professional duties by concluding the purchase agreement, the place of performance for the supply of the contract goods is the manufacturer's factory, or, in the case of contract goods manufactured outside Europe, the German delivery warehouse.
If the Buyer is a businessperson, a legal entity under public law or a special fund under public law, the courts governing the Seller's registered office shall have sole jurisdiction for all present and future claims stemming from or relating to this contractual relationship. The Seller is also entitled to take legal action at the location of the Buyer's registered office.
The same place of jurisdiction applies if the Buyer has no general domestic place of jurisdiction, if it relocates its place of residence or habitual abode to a domestic location after concluding the contract, or if its place of residence or habitual abode is not known at the time that the lawsuit is filed. In all other cases, the Buyer’s place of residence shall qualify as the place of jurisdiction for the Seller’s claims against the Buyer.
The laws of the Federal Republic of Germany shall apply. The 2020 INCOTERMS are applicable.

IX. Notice Pursuant to Section 36 of the German Consumer Dispute Resolution Act (CDRA)

The Seller will not participate in a dispute resolution process before a consumer arbitration board in accordance with the Act on Alternative Dispute Resolution in Consumer Matters (CDRA), nor is it obliged to do so.

B20.800.98.189.10.A 02/23