General terms of sale and delivery of the Webasto SE
1. Scope of Application
1) Quotations, deliveries and services of Webasto SE and its affiliated companies in the sense of Section 15 of the German Stock Corporation Act (“Webasto”) with businesses, public legal entities and public separate estates (“Customer”) shall be based exclusively on these present general terms of sale and delivery (“Terms”). This shall also apply for all future business relations, even if the validity of the Terms is not explicitly renewed. The present Terms shall be accepted by the Customer, at the latest, upon receiving delivery without objection. The Customer's general terms of business shall only apply insofar as they concur with the present Terms; in all other respects, the Customer's general terms of business shall not apply even if not explicitly rejected by Webasto.
2) Divergences from the present Terms shall only be effective if explicitly accepted by Webasto in writing.
Contract formation, cost estimate for installation services
2.1 Offers made by Webasto shall be legally non-binding unless they are expressly declared to be binding by Webasto. If the Purchaser then makes an offer by placing an order, a contract shall be formed upon confirmation of the order by Webasto or upon delivery.
2.2 If Webasto makes a binding offer that is not accepted by the Purchaser within the period of validity specified in the order or, in the absence of such specification, within a period of two (2) weeks after the offer is received by the Purchaser, the offer shall expire. The offer and these Webasto GTC shall be regarded as accepted in their entirety without any changes by the Purchaser if the Purchaser accepts an offer made by Webasto by placing a purchase order and/or a call-off order.
2.3 The following applies in the event of an order of merchandise in the online shop over the website www.webasto-charging.com:
The presentation of the purchased items and services on the website does not constitute a binding offer. The Purchaser submits a binding offer to purchase the purchased items and/or services in the basket by clicking on the order button. After the order is submitted, a purchase order confirmation is automatically sent to the email address indicated by the Purchaser with the details of the order. This email only serves to confirm that an order has been received and does not yet lead to the formation of a contract. A contract shall only be formed when Webasto accepts the order and declares its acceptance in a separate email ("acceptance of the order" or "shipping confirmation"). If the Purchaser does not receive a shipping confirmation in an individual case, the contract shall be formed no later than the actual delivery at the agreed place of delivery ("delivery") by Webasto. Should the purchased items or services not be available when the order is placed, Webasto retains the right to not accept the order, in which case a contract is not formed. The Purchaser will be promptly informed of this. Any payments already made will be refunded to the Purchaser without delay.
1) Unless agreed otherwise, the prices quoted by Webasto shall remain valid for 30 days as from submission of the quotation. Orders shall be based on the prices specified in the current price lists.
2) Prices shall apply ex delivery works unless otherwise agreed. The cost of shipment by a carrier of Webasto's choice including packaging shall be borne by the Customer. If return of the packaging has been agreed, the Customer shall return the packaging to the delivery works and shall be liable for accidental loss of the packaging until it has been returned.
4. Transfer of Risk
The risk shall pass to the Customer, at the latest, when the consignment is handed over to the carrier or other person responsible for transport. The risk shall also pass to the Customer if goods are stored at Webasto at the Customer's request.
5. Warranty and Liability
1) Insofar as delivery is effected within the framework of commercial business, the Customer shall examine the goods delivered by Webasto immediately upon receipt and shall report any defects and incorrect quantities in writing within eight days of receiving the goods. If defects which could not be revealed despite stringent incoming inspection are subsequently discovered during the limitation period, they shall be reported to Webasto in writing without delay following their discovery, but in all cases before expiry of the limitation period.
2) In the case of justified complaints, the actual defects shall be repaired or the defective or unserviceable parts replaced free of charge by faultless parts at Webasto's discretion. The defective goods shall be returned to Webasto free of charge for postage and carriage. If a defect is confirmed, Webasto shall bear the cost of returning goods to the Customer by the cheapest means. If such subsequent performance (repair or replacement) is impossible or fails twice for reasons beyond the Customer's control, the Customer shall be entitled to demand rescission of the contract or a reduction in price. Repair or replacement shall be effected without acknowledgement of any legal duty and shall not interrupt the lapse of the warranty for defects for the goods.
3) The warranty period for Webasto heaters and rooftop air-conditioners, as well as for Webasto replacement parts for such equipment and systems, shall equal 12 months. The warranty period shall run as from the day on which the equipment is installed or on which the vehicle in which the new equipment is installed is licensed for the first time, and shall in all cases end 18 months after delivery of the equipment, systems or replacement parts.
4) Warranty claims may only be asserted against Webasto if the warranty card has been completed by the workshop installing the equipment and is returned to Webasto together with the parts forming the subject of the complaint. Moreover, the duplicate of this warranty card (control card) must have been sent to Webasto immediately following installation of the equipment. Notwithstanding these warranty provisions and without acknowledging any legal duty, Webasto may, at its discretion, bear the costs of installation and removal of the equipment within the framework of its workshop reference times. The costs for removal and installation shall only be borne by Webasto if the work is carried out by Webasto or by a customer service centre authorized by Webasto.
5) No liability whatsoever shall be assumed for defects due to natural wear and tear, inappropriate or incorrect use, incorrect storage, non-compliance with the installation and operating instructions, faulty or negligent treatment, the use of unsuitable operating media, as well as climatic or other effects, unless Webasto may be blamed for these circumstances. Liability shall not be assumed for defects attributable to faulty design or the use of unsuitable materials if use of the design or materials has been specified by the Customer despite prior notice by Webasto.
6) All other warranty claims, regardless of their nature, shall be excluded, with the exception of claims for damages limited in accordance with section VI.
7) A guarantee shall only exist if explicitly declared by Webasto in writing.
6. Restrictions of Liability
6.1 Regardless of the underlying legal foundations, Webasto shall only be liable for losses or damage if
a) Webasto has culpably (i.e. at least through negligence) committed a fundamental breach of contract (violated a cardinal duty) in a manner jeopardizing the object of the contract, or
b) the loss or damage has been caused by gross negligence or wilful intent on the part of Webasto, or
c) Webasto has given a guarantee.
6.2 Webasto's liability shall be limited to the typical foreseeable loss or damage in the following cases:
a) Culpable fundamental breach of contract (violation of a cardinal duty) due to neither gross negligence nor wilful intent;
b) Violation of other duties due to gross negligence by Webasto's employees or representatives excluding executive bodies and executive employees;
c) If a guarantee is given, unless the condition of the goods has explicitly been guaranteed.
6.3 In the cases pursuant to paragraph 6.2, Webasto shall not be liable for indirect losses or damage, consequential losses and lost profit, such as living of replacement vehicles.
6.4 Paragraphs 6.1 to 6.4 shall also apply if the goods have only be defined according to their type.
6.5 Paragraphs 6.1 to 6.5 shall also apply if the Customer claims damages against Webasto's employees or representatives.
7. Delivery Period
1) Binding delivery dates or periods shall only be valid if agreed in writing. If delivery is delayed for reasons for which the Customer is responsible or for other reasons beyond Webasto's control, the agreed delivery period or delivery date shall be extended or postponed accordingly.
2) Delivery shall have been effected punctually if the goods have left the delivery works prior to expiry of the delivery period.
3) If Webasto defaults on delivery, the Customer shall be entitled to withdraw from the contract and demand repayment of any advances paid, provided that a reasonable period of grace of at least two weeks has been set and expired fruitlessly.
8. Reservation of Title
1) The goods delivered by Webasto shall remain the property of Webasto until all Webasto's claims against the Customer have been satisfied.
2) If the delivered goods are mixed or combined with other objects, the Customer shall assign to Webasto its claims for surrender and its right of full or joint ownership of the resultant articles when concluding the contract for delivery and shall hold the resultant articles in safekeeping on Webasto's behalf with due commercial care.
3) The Customer shall not be entitled to pledge the reserved goods to third parties nor to assign them by way of security. However, it shall be entitled to resell the reserved goods within the ordinary course of business, provided that reservation of title is simultaneously agreed. In this context, the Customer shall herewith assign all claims arising from the resale or any other associated legal reason to Webasto in full and by way of security. However, the Customer shall be entitled, until further notice, to collect the assigned claim on its own behalf for the account of Webasto; this power shall only be revoked by Webasto if the Customer defaults on its payment obligations.
4) If the reserved goods are seized by third parties, the Customer shall draw attention to Webasto's ownership of the goods and shall inform Webasto without delay. Costs and losses incurred in this context shall be borne by the Customer.
5) If the Customer acts in breach of contract, in particular if it suspends payments or if bankruptcy proceedings are instituted against its assets, Webasto shall be entitled to
a) take back or identify the reserved goods and to enter the Customer's company premises for this purpose and
b) to inform the purchaser of the reserved goods of the assignation of claims and to collect such assigned claims. Upon information of the purchaser of the reserved goods of the assignation of claims by Webasto, the Customer`s entitlement to collect the assigned claims shall automatically end.
6) If the nominal value of the security given for Webasto exceeds Webasto's claims by more than 20%, Webasto shall release the excess security at its discretion when requested by the Customer.
9. Terms of Payment
1) Unless agreed otherwise, Webasto's invoices shall be payable at the latest within 30 days of the invoice date and delivery. The Customer shall be deemed to have defaulted without requiring further reminder if this payment period is exceeded. This has the consequence that Customer has to pay legal interest rates. Insofar as cheques or bills are accepted by Webasto, they shall only be accepted in lieu of performance. Webasto reserves the right to return bills if necessary and instead to demand immediate payment or the provision of other security if there is reason to fear that the bills do not provide sufficient security. Discount and bill charges shall be borne by the Customer and shall be payable immediately.
2) If Webasto acquires knowledge of any circumstances indicating that the Customer's financial standing has significantly deteriorated since concluding the contract, in particular if the Customer fails to settle Webasto's due claims and Webasto's entitlement to payment appears to be at risk, Webasto shall be entitled to deliver only in return for full or partial payment or in return for security. If the Customer becomes insolvent or bankrupt or if a request is filed for the institution of bankruptcy proceedings against the Customer's assets, Webasto shall be entitled to withdraw from all outstanding contracts.
3) The Customer shall only be entitled to set off claims if the counter-claim is undisputed or has been unappealably established by a court of law.
10. Concluding Provisions
1) If the Customer is a fully qualified merchant, Webasto's head office shall be place of performance and jurisdiction for all obligations under the contract.
2) Unless explicitly agreed otherwise, the delivery agreement shall be subject to the law of the state (or country) where the Webasto entity has its seat of business. The provisions of the United Nations Conventions on Contracts for the International Sale of Goods (CISG) and the conflict of law provisions shall be explicitly excluded.
3) If any of these provisions prove or become invalid, this shall not affect the validity of the remaining provisions.
1) Webasto shall at all times remain the owner of the property rights, copyrights, and other rights already held by Webasto prior to the formation of a contract or outside of the scope of a contract, in particular but not limited to expertise, test and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including the history, etc. (together "existing property rights"). The Purchaser shall not obtain any rights of use and/or licenses to these existing property rights, unless Webasto has consented expressly in the individual case and the Parties have reached a corresponding separate agreement governing such rights that includes in particular the granting of any rights of use on terms customary in the market.
2) If the Purchaser is a business, the following provisions shall also apply:
a) Webasto shall not be liable for compensation for damages arising from the infringement of industrial property rights or copyrights ("property rights") if Webasto proves that it is not responsible for the violation. Webasto shall not be held responsible for the violation in particular if not even one property right from the family of property rights has been published either by the European Patent Office or in one of the states of the Federal Republic of Germany, France, the United Kingdom, Austria, or the U.S.A. and Webasto was not aware of the existence of the property rights for other reasons. Otherwise, Webasto's liability for damages in the event of property right violations shall be governed by Section 9 of these Webasto GTC.
b) The Parties undertake to inform one another without delay of any infringement risks or alleged infringement cases they may become aware of and to support each other free of charge in every reasonable way to defend against potential claims, e.g. in the analysis and evaluation of documentation. In particular, the Purchaser must notify Webasto of identifiable risks of a violation of the property rights of the Purchaser and/or an entity in which the Purchaser holds a direct or indirect majority of the capital or voting rights; if he fails to fulfill this obligation, claims based on such a violation of property rights shall be excluded.
c) Claims on the part of the Purchaser are excluded to the extent that he is responsible for the violation of property rights or that he failed to provide reasonable support to Webasto in defense of claims on the part of third parties. Furthermore, claims on the part of the Purchaser are excluded if the products are manufactured according to the specifications or instructions of the Purchaser or the (alleged) violation of property rights follows from the use in combination with another product or part of a product not originating from Webasto or the products are used in such a way that is not part of the Parties' agreement and which Webasto could not have foreseen.
3) If the purchased item is purchased together with software, Webasto shall grant the Purchaser a non-transferable, non-exclusive right to use the associated software that is limited in time and place. This entitles the customer solely to the specified use within the electronic equipment of the purchased item. In particular, the customer shall not have the right to distribute, reproduce, or edit the software. As a matter of exception, the software may be transferred if the customer demonstrates a justified interest in the transfer to a third party while ceasing its own use, in particular if the purchased item is resold. In this case, the customer is obligated to instruct the new Purchaser contractually to observe the rights to which Webasto is entitled. The texts and programs required to operate the delivery item shall normally be the subject of copyrights and property rights and remain the property of Webasto.
1) The purchased items shall remain the property of Webasto until payment has been made in full by the Purchaser. If third parties should gain access to the reserved goods, the Purchaser shall make them aware of Webasto's ownership and promptly notify Webasto.
2) After declaring the abdication of its right of use, the Purchaser must promptly grant Webasto access to the items subject to retention of title and surrender them.
3) If the Purchaser is a business, the following regulations also apply:
a) If the purchased items are processed, mixed, or combined with other items, the Purchaser shall transfer to Webasto its ownership and co-ownership rights to the newly manufactured items in relation to the invoice values of the processed, mixed, or combined goods and shall keep them safe for Webasto insofar with the care of a prudent businessman.
b) The Purchaser may not pledge the reserved goods to third parties or assign them as collateral. However, he shall be entitled to resell the reserved goods in the ordinary course of business if he also arranges the reservation of title as part of the resale. To this end he shall hereby assign to Webasto all claims arising from the resale or from any other legal grounds in this context as security in the amount of Webasto's gross invoice amount. However, he shall be revocably authorized to collect the assigned claim in his own name for Webasto's account, whereby Webasto shall only revoke this authorization if the Purchaser fails to duly fulfill his payment obligations.
c) In the event of any breach of contract on the part of the Purchaser, in particular if he ceases to make payments or if his assets have been subjected to insolvency proceedings, Webasto shall be entitled to inform the buyer of the reserved goods of the assignment of claims and to collect the corresponding claims. The Purchaser's right to collect the corresponding claims automatically expires when the buyer of the reserved goods is informed of the assignment of claims. In this case, the Purchaser is obligated to provide Webasto with all documents and information necessary for the collection of the claims.
d) If the value of the security provided to Webasto should exceed Webasto's claims by a total of more than 20%, Webasto shall release the excess security at the Purchaser's request and its own discretion.
e) If the retention of title or the assignment should not be effective according to the law in whose territory the goods are located, the security corresponding to the retention of title or the assignment shall be deemed to be agreed. If the Purchaser's cooperation should be required for the creation of such rights, he shall be obligated to take all reasonable action (such as registration or publication requirements) necessary to establish and maintain such rights at his own expense.
1) In the event of breach of contract on the part of the Purchaser, in particular late payment, Webasto shall be entitled to rescind the contract after the expiration of a reasonable grace period – provided that such a period cannot be dispensed with under the statutory provisions – without prejudice to its other contractual and statutory rights.
2) In the event of breach of contract on the part of Webasto, the Purchaser shall be entitled to rescind the contract under the statutory conditions.
3) If the contract formed between the Parties is a long-term contract (continuous recurring obligation), each Party shall be entitled to terminate the contract without notice for good cause in the event of a breach of material contractual obligations by the other Party that – in the case of breaches of obligations that can be remedied – is not remedied within a reasonable period of time, despite a written warning. In the event that the contract is terminated in whole or in part by notice of termination, the Parties shall come to an understanding on the settlement of the outstanding obligations arising from call-off orders already placed, in particular the settlement of outstanding claims, the delivery of purchased items already manufactured, and the return of any documents, records, materials, or other information that may have been provided and which is in the possession of the other Party.
The fulfillment of Webasto's obligations under the respective contract shall be subject to the proviso that such fulfillment is not prevented by any obstacles arising from applicable export control provisions, in particular embargos or other sanctions under applicable law. The Purchaser undertakes to provide all information and documents required for the export or shipment. Delays as a result of export inspections or approval procedures shall not constitute a default on the part of Webasto. Any deadlines or delivery times shall be extended accordingly. If necessary approvals are not granted or if the delivery or provision of service owed by Webasto cannot be approved, the contract shall be deemed to have not been formed with respect to the purchased items affected. The Purchaser must comply with the respectively applicable provisions of national or international (re-) export control law when forwarding the purchased items delivered or provided by Webasto to third parties in Germany or abroad.
1) If the Purchaser is a business, the Parties shall undertake to comply with the applicable laws in connection with the contract and to not take or omit any actions that can lead to a criminal act, in particular due to fraud or a breach of trust, insolvency offenses, anti-competitive criminal acts, including import and export controls, the granting of advantages or the acceptance of advantages, blackmail, corruption or other criminal offenses involving corruption or comparable crimes on the part of the Parties, persons employed by the Parties, or other third-parties. In the event of a violation of this provision, the other Party shall be entitled to rescind or terminate the contract without notice as well as the right to cease any negotiations. Irrespective of the above, each Party is obligated to fully comply with all relevant laws and regulations, in particular those relating to data protection.
2) Webasto has issued a Code of Conduct within the Webasto Group that must be adhered to by all employees of Webasto in order to ensure compliance with key legal requirements. In addition, Webasto shall not accept any Codes of Conduct, sustainability, compliance, or other comparable documents, conditions and/or records of the Purchaser. The Purchaser shall not be permitted to conduct a compliance audit at Webasto's sites, unless Webasto has expressly consented in the individual case and the Parties have agreed on the scope and contents of such an audit by entering into a separate written agreement.
1) Unless otherwise agreed in the contract, the contract, including these Webasto GTC, shall be subject to the law of the country in which the registered office of the commissioned Webasto company is located. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.
2) If the Purchaser is a consumer whose habitual residence is outside the country in which the registered office of Webasto is located, the mandatory statutory provisions of the country in which the consumer habitually resides shall not be affected by the aforementioned choice of law.
17. Resolving consumer disputes
1) Webasto would like to point out that the European Commission provides an online platform for the out-of-court settlement of consumer disputes under the following link: ec.europa.eu/consumers/odr/.
2) Webasto is prepared to participate in dispute resolution proceedings before a consumer arbitration board in the event of a dispute with a consumer. Consumers can contact the following consumer arbitration board ("General Conciliation Body") for this purpose: Allgemeine Verbraucherschlichtungsstelle des Zentrums für Schlichtung e. V., Straßburger Str. 8, 77694 Kehl, www.verbraucher-schlichter.de
18. Data protection
All personal data provided by the Purchaser shall be collected and processed exclusively for the provision and processing of the services and obligations in connection with the purchase of goods and services from the range offered in Webasto's online shop, in each case in accordance with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and corresponding accompanying national laws. Details regarding the collection and processing of data as well as data protection are governed in the Webasto Data Protection Declaration that can be accessed in German under www.webasto.com/de/datenschutz or in English under charging.webasto.com/int/data-privacy/.
19. Contract amendments, place of jurisdiction, partial invalidity
1) Amendments to the contract must always be made in writing. This also applies for the written form clause in Section 19.1 sentence 1.
2) Webasto and the Purchaser agree that the place of jurisdiction for all disputes in connection with a contract shall coincide with the registered office of the commissioned Webasto company if the Purchaser is a business, merchant, a legal entity under public law or a special fund under public law or the Purchaser has moved its place of residence or habitual residence outside of Germany after the formation of the contract or his place of residence or habitual residence is unknown when the complaint is filed. This agreement on the place of jurisdiction shall apply exclusively for the Purchaser under the aforementioned conditions. In addition, Webasto shall also be entitled to file a complaint against the Purchaser with the competent court for the Purchaser's registered office.
3) Should any provision of these Webasto GTC or the additional agreements entered into be or become invalid, the validity of the remaining provisions of these Webasto GTC or the additional agreements entered into shall not be affected as a result. The corresponding statutory provisions shall apply in place of the invalid provision.
20. Right of revocation for consumers in the case of online orders
If the Purchaser forms the contract as a consumer, he shall be entitled to a statutory right of revocation in accordance with the following revocation instructions:
1) Right of revocation for sales contacts for the purchase of goods:
You have the right to revoke this contract within fourteen (14) days without giving any reasons. The revocation period for a sales contract is fourteen (14) days from the day on which you or a third party named by you that is not the carrier has taken possession of the goods.
In the event of a contract for several goods that you have ordered as part of a single order and which must be delivered separately, the revocation period shall be fourteen (14) days from the day on which you or a third party named by you that is not the carrier has taken possession of the last item.
In the event of a contract for the delivery of an item in multiple partial shipments or pieces, the revocation period shall be fourteen (14) days from the day on which you or a third party named by you that is not the carrier has taken possession of the last partial shipment or the last piece.
In the event of a contract for the periodic delivery of goods over a defined period, the revocation period shall be fourteen (14) days from the day on which you or a third party named by you that is not the carrier has taken possession of the first item.
In order to exercise your right of revocation, you must inform
Webasto Thermo & Comfort SE,
Friedrichshafener Str. 9
Tel.: +49 (89) 8 57 94-0
Fax: +49 (89) 8 57 94-4 48
by way of a clear statement (e.g. a letter sent through the post office, facsimile, or email) of your decision to revoke this contract. For this purpose you can use the sample revocation form attached to these GTC; however, the form is not mandatory.
In order to comply with the deadline, it is sufficient that you send the notification informing the exercise of your right to revocation prior to the expiration of the revocation period.
If you revoke this contract, we must promptly refund all payments that we have received from you, including delivery costs (with the exception of additional costs arising because you have chosen another type of delivery than the least expensive standard delivery offered by us), within a maximum of fourteen (14) days from the day on which we have received the notification of your revocation of this contract. We use the same means of payment for this refund that you used in the original transaction, unless otherwise expressly agreed; in no case will you be charged for this repayment. We can refuse repayment until the goods have been returned to us or until you have provided proof that you have returned the goods, depending on which occurs earlier.
You must return the goods without delay to Webasto Neubrandenburg GmbH, Werner-Baier-Straße 1, 17033 Neubrandenburg, Germany, and in any case no later than within fourteen days from the day on which you inform us of the revocation. The deadline shall be met if you send or hand over the goods prior to the expiration of the period of fourteen (14) days. We shall bear the costs of returning the goods.
You only have to pay for any loss in value of the goods if the loss in value can be attributed to your having handled the goods in a way that is not necessary for testing the quality, characteristics or functioning of the goods.
The right to revocation is excluded in the following cases:
a)In the case of contracts for the delivery of goods that are not prefabricated and for the manufacture of which an individual selection or decision on the part of the consumer is the deciding factor or which clearly have been tailored to the personal needs of the consumer, and
b) In the case of contracts for the delivery of goods if, due to their nature, they have been mixed with other goods from which they cannot be separated.
In the event of a revocation of the entire order, the customer shall be fully reimbursed for the flat shipping costs. In the event that a portion of an order is revoked, the flat shipping costs shall only be reimbursed if in fact shipping costs were incurred for the revoked goods. Shipping costs shall not be reimbursed to the extent that they have been incurred by the customer because he opted for another type of delivery than the least expensive standard delivery offered by Webasto.
2) You can use the template below for the revocation.
If you wish to revoke the contract, please fill out the following form and send it to us at:
Webasto Thermo & Comfort SE ("Webasto")
Friedrichshafener Str. 9
PO Box 1410, 82199 Gilching
Tel.: +49 (89) 8 57 94-0
Fax: +49 (89) 8 57 94-4 48
I/We (*) hereby revoke the contract formed by me/us (*) over the purchase of
the following goods (*)/the provision of the following service (*)
Ordered on (*)/received on (*): _______________________________________________
Name of the consumer(s): _________________________________________________
Address of the consumer(s): _______________________________________________
Signature of the consumer(s)
((only for notifications on paper)
(*) Cross out as appropriate.
You can download the template from our homepage under webasto-charging.com/default/agb.