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Terms and Conditions

Recitals

I. Volkswagen Motorsport GmbH (VWMS) sells brand new and used Volkswagen race cars(hereinafter race cars). The race cars have been designed specifically for motorsport and its special requirements. They are not suitable for use on public roads and, in parts, differ significantly from vehicles used on public roads. Due to their use in motorsports, race cars can have a significantly shorter service life than vehicles used on public roads.

II. Buyers of race cars are cooperation partners of VWMS as well as direct customers across the globe (except those registered in the United States of America) (hereinafter customers). Direct customers are those who use the race cars for their own motorsports activities and cooperation partners are those who use them to on-sell them to their end customers for their motorsport activities. Race cars may only be sold to businesses in the sense of § 14 subs. 1 of the German Civil Code [Bürgerliches Gesetzbuch – BGB]; no retail sales are made. III. VWMS informs all buyers that VWMS expressly reserves the right to freely decide whether It will supply second-hand and subsequent buyers of a race car with replacement parts and also whether it will offer inspections or services to such subsequent buyers. In case of a sale, the buyer as the seller must expressly inform the second-hand or other buyer of this in writing.

1. Scope

1.1 These Terms and Conditions apply to all business relations between VWMS and customers for the sale of race cars, irrespective of whether VWMS manufactures the race cars itself or buys them from suppliers. These Terms and Conditions do not apply to the sale of other (series) vehicles. These Terms and Conditions also do not apply if the customer is a consumer in the sense of section 13 of the German Civil Code.


1.2. These Terms and Conditions apply exclusively Any differing, conflicting or additional terms and conditions of the customer only become part of the contract if and only to the extent that VWMS has explicitly approved their application. Approval is also required if VWMS performs the delivery without reservations despite being aware of customer terms conflicting with or differing from these Terms and Conditions.

1.3 Any agreements reached with customers in individual cases (including ancillary agreements, additions and modifications) take precedence over these Terms and Conditions. A written contract or written confirmation by VWMS is decisive for the content of such agreements, whereby text form as per section 126b of the German Civil Code (fax, email) suffices in both cases.

2. Conclusion of a contract

2.1 Irrespective of the display medium, representations of race cars are for information purposes of potential customers only and do not represent binding offers.

2.2 On a corresponding customer request, VWMS creates an individual order form for the customer after internally checking deliverability. The customer submits the binding offer for conclusion of the sales contract by sending the signed order form and transferring the down payment for the purchase price stated therein to the bank account specified by VWMS.

2.3 VWMS is entitled to declare acceptance of the customer’s offer within a period of 3 calendar weeks from the receipt of the order and the complete receipt of the down payment in the account specified by VWMS. Acceptance takes place in writing, whereby text form as per § 126b of the German Civil Code (fax, email) suffices. If VWMS rejects an offer or does not accept it in time, VWMS will return any down payment made by the customer without delay.

2.4 In the context of accepting the offer, VWMS also states the expected delivery time.

2.5 German and English are agreed on as the languages of contract.

3. Prices and terms of payment

3.1 The price agreed on in the order applies, ex works and plus the respective statutory value added tax.

3.2 Statutory value added tax is not included in the price; it is separately stated on the invoice in the amount applicable on the day of invoicing. If export documents (e.g. arrival confirmation) are not presented to VWMS within 14 days of the transfer of the race car, VWMS is entitled to subsequently charge the statutory value added tax applicable in Germany.

3.3 Subject to differing agreements in individual cases, VWMS and the customer agree on the following instalment payments of the purchase price: § Down payment to the amount specified in the order form as per item 2.2 to the bank account specified by VWMS when submitting the binding order. § Payment of the remaining purchase price to the bank account specified by VWMS no later than 3 days prior to the handing over of the race car to the customer. The receipt of the payment in the VWMS account is decisive for assessing the punctuality.

3.4 The customer is only entitled to exercise offset rights if and to the extent that its claims are legally established, undisputed or accepted by VWMS. The customer is only entitled to the right of retention to the extent that his counterclaims are based on the same contractual basis.

4. Delivery time, passing of risk

4.1 VWMS will inform the customer of the binding transfer date no later than 10 days prior to the transfer.

4.2 To the extent that VWMS cannot comply with the expected delivery period or binding confirmed handover date in the confirmed order for reasons for which VWMS cannot be held responsible (unavailability of the service), VWMS will immediately inform the customer of this and communicate the new expected delivery period or binding confirmed handover date. If the delivery or binding handover is not possible within the newly communicated period or at the newly communicated time for reasons not within the scope of responsibility of VWMS, then VWMS may rescind from the contract. VWMS will immediately return any payments the customer has already made for this contract to the customer. Unavailability of the service can refer either to suppliers not having delivered on time, if VWMS has concluded a congruent covering transaction or if neither VWMS nor the supplier is at fault, or finally if VWMS was not obliged to perform the procurement in the individual case.

4.3 If the customer has a right to compensation for arrears, this is limited to compensation for foreseeable, typical damages in case of slight negligence by VWMS.

4.4 The customer’s rights as per clause 7 of these Terms and Conditions and the statutory rights of VWMS remain unaffected.

4.5 The race car is delivered ex works unless a different delivery location is agreed on. If VWMS does not specify a different storage location, the warehouse is the plant at Ikarusallee 7a in 30179 Hannover. The storage location is the place of performance. If the customer does not collect the vehicle itself, it must, at its own expense hire a shipper to collect it from the storage location and take suitable measures to secure the transport. This shipper will also take into account the race car’s width and depth and will provably transport the race car appropriately and in compliance with statutory requirements. If the shipper commissioned by the customer does not meet these requirements wholly or partially; VWMS is entitled to refuse to surrender the race car to the shipper; in this case the customer is in default of acceptance. However, VWMS is not obliged to check the technical or personal suitability of the shipper.

4.6 If the customer is in arrears with the collection or the delivery of the race car is delayed for other reasons for which the customer can be held responsible, VWMS is entitled to compensation for damages arising as a result of this.

5. Retention of title

5.1 VWMS retains the title of the race car until all payments from the sales contract have been received. If the customer acts in breach of the contract, in particular, in case of delayed payment, VWMS is entitled to repossess the purchased goods. Repossession of the race car constitutes rescission from the contract. Once the race car has been repossessed, VWMS is entitled to sell it, the proceeds of the sale minus reasonable administrative expenses must be deducted from the customer’s liabilities.

5.2 The customer is obliged to treat the race car with care.

5.3 In case of garnishments or other interference by third parties, the customer must immediately notify VWMS in writing, whereby text form as per § 126b of the German Civil Code (fax, email) suffices, so that VWMS can exercise its rights as owner. To the extent that the third party is not able to reimburse the judicial and extra-judicial costs of such a suit by VWMS, the customer is liable for any such loss occurred.

5.4 Until the purchase price has been paid completely, the customer may neither pawn the race car to third parties nor use it as a security. However, the customer is entitled to on-sell the race car in the ordinary course of business; but it already assigns any receivables to the amount of the final invoice amount (including value added tax) to VWMS when executing the sales contract with VWMS. VWMS accepts this assignment. The customer remains authorised to collect this receivable. VWMS’ authority to collect this receivable itself remains unaffected. However, VWMS undertakes to not collect the receivable itself as long as the customer meets its payment obligation from the proceeds collected, there is no delayed payment and, in particular, no settlement or insolvency proceedings relating to the customer’s asset have commenced or payments have stopped. However, if this is the case, VWMS can demand that the customer informs VWMS of the assigned receivables and their debtors, provides all information required for collection, hands over the corresponding documents and informs the debtors (third parties) of the assignment.

5.5 Processing or reconfiguration of the race car by the customer are always made for VWMS. If the race car is processed using other objects not belonging to VWMS, then VWMS becomes co-owner of the new object at the ratio of the value of the race car (final invoice amount including value added tax) to the other processed objects at the time of processing. In other respects, the same as for the race car subject to retention of title applies to the object created by processing.

5.6 VWMS undertakes to release to the customer the securities to which VWMS is entitled on customer request to the extent that the recoverable value of the securities held by VWMS exceeds the receivables to be secured by more than 10%. VWMS may select the securities to be released.

6. Customer claims for defects

6.1 For customer claims for material defects or defects in title (including incorrect or short deliveries as well as incorrect assembly or insufficient assembly instructions), the statutory provisions apply to the extent not specified otherwise in these clauses 6.1 to 6.10.

6.2 The main basis for liability for detects is the agreement entered into regarding the condition of the race car. An agreement regarding the condition of the race car includes the product descriptions referred to as such (also those of any suppliers other than VWMS) including the inspection and replacement intervals and any restriction of the scope of use, which were given to the customer prior to its order or included in the contract in the same way as these Terms and Conditions, as well as the description of the race car in these Terms and Conditions, in particular clause I of the recitals, but not any exemplary representations that might be available on the VWMS portal.

6.3 To the extent that no agreement was made in relation to the condition, whether or not there is a defect is to be assessed as regulated by law (§434 para. 1 sentences 2 and 3 of the German Civil Code). VWMS does not accept any liability for public statements made by suppliers other than VWMS or other third parties (e.g. advertising statements).

6.4 The prerequisite for customer claims is that the customer has complied with its legal duties to examine the goods and to give notice of defects (§§ 377, 381 of the German Commercial Code). If a defect is detected at the time of examination or subsequently, VWMS must be informed thereof without delay, whereby text form as per § 126b of the German Civil Code (fax, email) suffices. Notification is deemed without delay if it is given within two weeks of the discovery. Irrespective of this, the customer must also inform VWMS without delay in the same form of blatant defects (including incorrect and short deliveries). If the customer fails to carry out the proper examination and/or notification of defects, VWMS’s liability for defects which were not notified is excluded.

6.5 If the delivered race car is defective, the buyer can choose to demand either elimination of the defect (supplementary performance) or delivery of non-defective goods (replacement delivery). If the customer does not inform VWMS of its choice of the two rights, VWMS can set an appropriate deadline for doing so. If the customer does not make a choice within this time either, the right to choose passes to VWMS.

6.6 VWMS is entitled to make the supplementary performance owed conditional on the customer paying the purchase price due. However, the customer is entitled to withhold part of the purchase price in proportion to the defect.

6.7 The customer must give VWMS the required time and opportunity for the supplementary performance owed, in particular, this includes handing over the rejected race car for testing purposes. In case of a replacement delivery, the customer must return the defective race car in accordance with the statutory requirements.

6.8 VWMS bears the expenses for examination and supplementary performance if there is an actual defect. However, if the customer’s demand for defect rectification turns out to be unjustified, VWMS can demand reimbursement of the costs incurred from the customer.

6.9 If supplementary performance has failed or an additional appropriate time limit forsupplementary performance set by the customer has passed unsuccessfully or is not required by law, the customer may rescind from the sales contract for the defective race car or reduce the purchase price. In case of an immaterial defect, however, there is no right to rescission.

6.10 Customer claims for compensation or future expenses only exist as specified in clause of these Terms and Conditions and are excluded in other respects.

7. Liability, limitation of liability

7.1. Unless these Terms and Conditions, in particular, clauses 7.2 to 7.4 state otherwise, VWMS is liable for breach of contractual and non-contractual duties in accordance with the applicable statutory provisions.

7.2 Irrespective of the legal basis therefore, VWMS is liable in case of intent or gross negligence. In case of ordinary negligence, VWMS is only liable for damages arising from injury to life, body and health as well as for damages arising from a breach of a material contractual duty (obligation whose fulfilment is crucial to proper performance of the contract, and the observance of which the customer should be able to rely upon). In case of an ordinary negligent breach of a material contractual duty, however, the liability of VWMS is limited to compensation for foreseeable, typical damages.

7.3 The liability limits arising from 7.2 do not apply if VWMS has maliciously concealed the defect or has provided a guarantee regarding the condition of the race car. The same applies to customer claims in accordance with product liability law.

7.4 The customer may only rescind from or terminate the contract for a breach of duty that is not a defect if VWMS is responsible for the breach of duty. Statutory provisions apply in all other respects.

8. Limitation period

8.1 In deviation from § 438 subs. 1.3 of the German Civil Code, the general limitation period for claims arising from material and legal defects is one year after delivery (transfer).

8.2 Special legal provisions for third-party rights on the basis of which a return of the object can be demanded (§ 438, subs. 1.1 of the German Civil Code) and in case of fraudulent intent by VWMS (§ 438, subs. 3 of the German Civil Code) remain unaffected by clause 8.1.

8.3 The aforementioned limitation periods also apply to contractual and extra-contractual claims for damages by the customer that arise from a defect in the service, unless the application of the standard statutory limitation period (§§ 195, 199 of the German Civil Code) would lead to a shorter limitation period. Product liability law limitation periods remain unaffected in any case. In all other cases, only the statutory limitation periods apply to customer claims for damages.

9. Safety

9.1 All parts installed in race cars by VWMS and the genuine accessories offered by VWMS are designed and intended specifically and solely for motorsports unless expressly specified otherwise (motorsport parts). VWMS expressly notifies the customer and the customer is aware that use of motorsport parts for race cars other than for their intended purposes, use of motorsport parts in vehicles for which they are not intended and surrender of race cars already used by the client to third parties bear a significant risk of damage and safety risk because the compatibility with the vehicle is not known in the first two cases and the remaining service life is not known in the third case. If the customer is not sure whether certain parts may be used for a certain race car purchased from VWMS, the customer must clarify this with the seller or the manufacturer of the respective parts. The obligation to comply with statutory requirements for registration of motor vehicles and motor vehicle parts remains unaffected by this.

9.2 The customer is also expressly notified and the customer is aware that inspection and replacement intervals must be complied with for safety reasons and that the fitness for use of race cars must be checked regularly, and that race cars are not suitable for driving on public roads. The customer bears the sole responsibility and all risks for any modification to the race cars that it arranges.

10. Confidentiality

The customer is obliged to treat all industrial and trade secrets as confidential. Trade and business secrets include, in particular, all business and personal data, development, research and planning data, quotations, responses to quotations, documents from enquiries regarding forward/global sourcing processes, other enquiries and all associated processes, as well as confidential information received verbally or in writing, knowledge gained, results from work, expert opinions and materials, samples, drawings, computer simulations, data, files, information from the Volkswagen supply net as well as hardware and software. This also includes vehicles, components and parts of vehicles that do not correspond to series production status, and all trials, trial instructions and planning together with their results, and information relating to employees of VWMS. Confidential relates to all information, findings or materials brought forward in connection with an order or cooperation with VWMS or which are identified as confidential or recognised as such, and of which premature knowledge would be of use to a competitor, and all personal data within the meaning of the German Federal Data Protection Act [Bundesdatenschutzgesetz]. This does not apply where the disclosing party expressly waives confidentiality either completely or partly in writing. The nondisclosure obligation does not apply to information or confidential items which were evidently already known to the public at the time of their disclosure, i.e. had been published or were generally accessible or already known, or became known to the public through no fault of the customer, or were lawfully made public after their disclosure to the customer by a third party without limitations in regard to their nondisclosure or use, or have to be made public due to a binding official or judicial order or mandatory legal provisions and VW was informed thereof in sufficient time in advance of the required disclosure in writing. Industrial and trade secrets may only be recorded if required for the purpose of the contract. With regard to keeping information confidential, the customer will act with the due diligence and care of a prudent and conscientious businessman, but at the least with the same care it would apply when handling its own confidential information. The customer will use the information and documents that have been or will be made accessible to it in the context of its cooperation with VWMS only for the purpose of fulfilling its contractual obligations relating to this contract. The same apples to the results, data and knowledge gained in conjunction with this contract or the individual contracts. VWMS has the right to publish the technical, commercial or organisational details of affiliated companies in the context of §§15 ff. of the German Stock Corporation Act [Aktiengesetz], provided that these affiliated companies undertake to maintain the corresponding confidentiality. The customer undertakes to immediately safeguard all information and data belonging to VWMS from access by unauthorised third parties in line with state-of-the-art technology as far as is possible and reasonable, safeguarding it in particular from theft, loss, manipulation, damage and reproduction. Should the customer have information indicating that unauthorised third parties have become privy to the information and data, it must inform VWMS immediately and introduce all measures required in agreement with VWMS to resolve the situation, and if appropriate to prevent future unauthorised access. Should the customer store, process or handle the information and data in its data processing systems, it must ensure that unauthorised third parties will not have access to the data. The customer undertakes to return all information, data, documents and storage media to VWMS on completion of the order. Furthermore, the customer will remove all of the data and information from its data processing systems, and also either return all replicated data and storage media to VWMS or destroy that information in a way that prevents it from being reconstructed, whichever VWMS requests it to do. The customer will present VWMS with written confirmation of the complete return or destruction of said data. The customer must comply with all provisions relating to data protection regulations as amended, and will observe these provisions. The customer must inform its entire staff of the respective provisions of the data protection regulations and obligate its staff to observe data secrecy. The corresponding statements must be presented to VWMS or its data protection officers on request. Insofar as not otherwise prescribed by legal or official provisions, and insofar as not otherwise agreed, the confidentiality and nondisclosure agreement are each valid for five years from the date on which the contract between VWMS and the customer is signed.

11. Data protection

Notes regarding the processing of personal data and data protection are available at https://volkswagen-motorsport.com/index.php?id=2640 where they can also be downloaded.

12. Final provisions

12.1 These Terms and Conditions and all legal relations between VWMS and the customer are subject to the law of the Federal Republic of Germany under exclusion of uniform international law, in particular, the UN Convention on Contracts for the International Sale of Goods (CISG). The prerequisites and effects of retention of title as per clause 5 are subject to the law of the respective storage location of the goods if the choice of law electing the law of the Federal Republic of Germany is impermissible or invalid.

12.2 The exclusive forum for all legal disputes arising in the context of this contract as well as questions regarding its formation is Hannover, provided the parties to the contract are business people or legal entities or if the contractual partner does not have a general place of jurisdiction or their place of residence or whereabouts is unknown. This agreement on the forum likewise extends to bills of exchange and cheque-related claims. Exclusive fora (e.g. due to a dunning procedure) remain unaffected by this.

12.3 Legally relevant declarations and notices that the customer must provide to VWMS after the formation of the contract must be in writing to be effective. Transfer by fax or email suffices for compliance with the written form.

12.4 Notes regarding the applicability of statutory provisions are for clarification only. The statutory provisions therefore also apply without such clarification to the extent that they are not directly modified or expressly excluded by these Terms and Conditions.

12.5 To the extent not regulated otherwise in these Terms and Conditions, the place of performance for all obligations is Hannover, Federal Republic of Germany.

12.6 VWMS may translate these Terms and Conditions into other languages but the German original version is decisive and definitive.

12.7 Should provisions of these Terms and Conditions and the contract on which they are based be or become legally invalid or unenforceable, in whole or in part, the validity of the remaining provisions of the contract and the Terms and Conditions remain unaffected. The parties to the contract are obliged to replace the void provision with one which achieves the same economic success to the greatest extent possible.

Your contractual partner for orders will be Volkswagen Motorsport GmbH with registered office in Hannover, address: Ikarusallee 7a, 30179 Hannover.

I.  Applicability of terms – registration

1. Deliveries, services and offers by Volkswagen Motorsport GmbH (VWMS) are performed exclusively on the basis of these Terms and Conditions. The applicability of other terms and conditions is hereby expressly rejected. This also applies in case the customer accepts an offer by VWMS with reference to the customer’s terms and conditions.

2. For purchase orders via the VWMS online shop, the customer must register with Volkswagen Motorsport GmbH; we refer to the data protection regulation in clause XI.

3. The VWMS online shop offer is only aimed at businesses in the sense of § 14 subs. 1 of the German Civil Code [Bürgerliches Gesetzbuch – BGB]; no retail sales are made.

I.a) Note

VWMS informs all buyers that VWMS expressly reserves the right to freely decide whether It will supply second-hand and subsequent buyers of a race car with replacement parts and also whether it will offer inspections or services to such subsequent buyers. In case of a sale, the buyer as the seller must expressly inform the second-hand or other buyer of this in writing.

II. Formation of the contract

1. The display of products in catalogues and in the online shop by VWMS are for customer information purposes only and do not constitute legally binding offers by VWMS. All product offers in VWMS catalogues are subject to change and non-binding. All images that are used in the online presentation or catalogues to illustrate goods are sample photographs only. They are not a true-to-life representation of the respective goods in all cases and are for illustrative purposes only. Shipped goods may differ from the photograph. The technical description of the item is definitive.

2. For purchase orders via the VWMS online shop, the customer submits a binding offer for entry into a sales contract with the previously displayed material parts of the contract by clicking on the “Buy” button. However, an order via the online shop can only be submitted and transferred if the customer accepts the conditions of the contract by clicking on the “Accept T&Cs” button and thus includes them in their request.

3. Once the purchase order is received, the customer receives a confirmation of the receipt of the purchase order by email, fax or post. The only purpose of this confirmation that the order has been received is to inform the customer that their offer has been received and, like any subsequent status reports, does not constitute acceptance of the offer by VWMS.

4. A contract not no formed between VWMS and the customer until: - VWMS has sent the customer a confirmation of the order in response to a purchase order and thus accepts the offer to enter into a sales contract or - in case the customer chooses to pay by bank transfer - debits the price of the ordered goods from the specified account, otherwise the contract is formed when the goods are shipped. This does not affect the regulation in § 147 subs. 2 of the German Civil Code.

5. In the order confirmation as per clause II.4, but no later than upon delivery of the goods, the text of the contract (consisting of the order, GTC and order confirmation) is sent to the VWMS customer on a permanent data medium (email or printout). The text of the contract is stored in compliance with data protection.

6. German and English are agreed on as the languages of contract.

7. Should VWMS not be able to deliver the ordered goods through no fault of its own, VWMS is authorised to rescind from the contract with the customer. VWMS undertakes to inform the customer of the inability to deliver without delay and to immediately refund any payments already made by the customer.

III. Prices and shipping charges

1. The specified prices are end prices in Euro, subject to statutory VAT plus dispatch costs, shipping, postage and packaging costs.

2. All price information in the online shop or in the product catalogues and in the order confirmation as per clause II.3 of VWMS is subject to possible spelling, print or calculation errors, subject to change and non-binding.

IV Terms of payment

1. Payments can be made in advance or by credit card. The goods are only supplied once full payment or advice of payment by the bank granting the customer credit is received by VWMS. In case of advance payment by bank transfer, VWMS provides the customer with the bank details in the order receipt confirmation. The invoice amount must be transferred within 14 days, specifying the order and customer number stated in the confirmation.

2. If, in deviation from this, payment on account is agreed upon, the customer must transfer the invoice amount within 14 days of receiving the invoice. Delivery depends on the arrangement agreed on in the individual case.

3. Any costs incurred due to the transaction are to be borne by the customer.

4. The customer must bear any costs arising due to an unwarranted revocation of direct debit granted to VWMS.

V. Offsetting

The customer is only entitled to offset against VWMS claims arising from the sales contract, if the customer’s counterclaim is undisputed or ready for judgment, or if there is a legally binding title. In all other cases, offsetting is only possible if VWMS has expressly consented in writing. The customer may only assert a right of retention if it is based on claims stemming from the contract.

VI. Delivery, delivery date and availability of goods

1. Unless a different delivery period is specified, the delivery date is 14 days after the prerequisites as per IV.1 or 2 are met.

2. If no units of the product selected by the customer are available at the time of the order, VWMS will promptly inform the customer of this in the order confirmation. If the product is permanently unavailable, VWMS will not confirm acceptance. In this case, no contract is formed. If the product specified by the customer in the order is temporarily unavailable, VWMS will also promptly inform the customer of this in the order confirmation.

3. VWMS is entitled to render partial deliveries and partial services as long as the partial deliveries/partial services are in the customer’s interest and reasonable for the customer.

VII. Passing of risk

1. If the goods are collected by the customer, the risk passes to the customer when the goods are handed to the customer.

2. If the goods are shipped to the customer, the risk passes when the goods are handed to the shipping agent.

VIII. Warranty and liability provisions

1. Complaints (warranty claims) to VWMS (see address and numbers above) can be asserted in text form (e.g. letter, email or fax). Returns due to complaints must be sent to VWMS, Ikarusallee 7a, 30179 Hannover, Germany. In case of a defect, VWMS bears the costs of the return.

2. In accordance with the applicable legal provisions, the customer may demand rectification, reduce the purchase price or rescind from the sales contract and demand compensation for damages or reimbursement of expenses. Any claims arising from warranties given by manufacturers of products delivered that go beyond the statutory warranty provisions are asserted against these manufacturers.

3. VWMS is liable in case of injury to life, body or health as well as all damages resulting from intent or gross negligence in accordance with the statutory provisions. In other respects, VWMS is only liable, for any legal reason, in case of culpable violation of material contractual duties (see VIII.4) or to the extent that VWMS maliciously concealed the defect or has provided a guarantee regarding the properties of the supplied item. Compensation for violations of material contractual duties (see VIII.4), however, is limited to typical, predictable contractual damages. This shall not affect liability in accordance with product liability law.

4. Material contractual obligations are obligations whose fulfilment is crucial to proper performance of the contract, and the observance of which the customer regularly relies and should be able to rely upon.

5. The restrictions as per clauses VIII.3 and 4 also apply to the benefit of the legal representatives and vicarious agents of VWMS, if claims are asserted directly against them.

IX. Limitation period

1. In deviation from § 438 subs. 1.3 of the German Civil Code, the general limitation period for claims arising from material and legal defects is one year after delivery (transfer).

2. Special legal provisions for third-party rights on the basis of which a return of the object can be demanded (§ 438, subs. 1.1 German Civil Code) and in case of fraudulent intent by VWMS (§ 438 subs. 3 of the German Civil Code).

3. The aforementioned limitation periods also apply to contractual and extra-contractual claims for damages by the customer that arise from a defect in the service, unless the application of the standard statutory limitation period (§§ 195, 199 of the German Civil Code) would lead to a shorter limitation period. Product liability law limitation periods remain unaffected in any case. In all other cases, only the statutory limitation periods apply to customer claims for damages.

X. Retention of title

1. Until all receivables arising from the sales contract have been paid completely, VWMS retains the title of the delivered goods.

2. Disposal of the goods subject to retention of title is not permissible. The customer must immediately inform of any seizures by third parties in text form (e.g. letter, email or fax).

3. If the customer on-sells the goods subject to retention of title in breach of X.2, the customer already assigns any receivables arising from this to VWMS. The purpose of the assigned receivable is to secure the goods sold by VWMS. If the customer sells the goods together with other goods that do not belong to VWMS, the assignment only covers the value of the goods involved in accordance with the VWMS invoice.

XI. Safety

1. All components and genuine accessories offered in the online shop are intended solely for motorsports unless expressly specified otherwise (motorsport parts). VWMS expressly notifies the customer and the customer is aware that use of motorsport parts for race cars other than for their intended purposes, use of motorsport parts in vehicles for which they are not intended and surrender of race cars already used by the client to third parties bear a significant risk of damage and safety risk because the compatibility with the vehicle is not known in the first two cases and the remaining service life is not known in the third case. If the customer is not sure whether certain parts may be used for a certain race car, the customer must clarify this with the seller or manufacturer of the respective parts or the respective vehicle. The obligation to comply with statutory requirements for registration of motor vehicles and motor vehicle parts remains unaffected by this.

2. The customer is also expressly notified and the customer is aware that inspection and replacement intervals must be complied with for safety reasons and that the fitness for use of race cars must be checked regularly, and that no modifications must be made to race cars, and finally, that race cars are not suitable for driving on public roads. The customer bears the sole responsibility and all risks for any modification to the race cars that it arranges.

XII. Data protection
Notes regarding the processing of personal data and data protection are available here.

XIII. Applicable law, place of performance and forum

1. These Terms and Conditions and all legal relations between VWMS and the customer are subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The exclusive forum for all legal disputes arising in the context of this contract as well as questions regarding its formation is Hannover, provided the parties to the contract are business people or legal entities or if a party to the contract does not have a general place of jurisdiction or their place of residence or whereabouts are unknown. This agreement on the forum likewise extends to bills of exchange and cheque-related claims. Exclusive fora (e.g. due to a dunning procedure) remain unaffected by this.

XIV. Unilateral declarations and partial invalidity

1. Dunning notices are also valid without a signature provided they are issued using a VWMS letterhead.

2. Should provisions of these terms and conditions and the contract on which they are based be or become legally invalid or unenforceable, in whole or in part, the validity of the remaining provisions remain unaffected. The parties to the contract are obliged to replace the void provision with one which achieves the same economic success to the greatest extent possible.

1. Scope – subject of the contract

1.1 These Terms and Conditions apply to the provision of services to race cars in accordance with the contract concluded between VW Motorsport GmbH (VWMS) and the client. The subject and content of the service provisions are exclusively services that require special expertise in and knowledge of Volkswagen Motorsport race cars and which the client does not commission and have performed at the Volkswagen Motorsport plant because they are inseparable from the holding of the motorsport or test event. The commissioning of services does not give rise to an agreement to supply contract staffing.

1.2 Services are provided on site to perform the services agreed on with the client. The client is not authorised to give instructions to VWMS employees or integrate them into its company. The client is responsible for appropriate mitigation of risks arising from the provision of services in the context of the motorsport or test event. This also includes the obtaining of third-party liability insurance that covers these risks and maintaining the respective coverage for the entire service provision period.

1.3 These Terms and Conditions apply exclusively, client terms that conflict or differ from these Terms and Conditions only apply if VWMS has explicitly agreed to their applicability in writing. These Terms and Conditions also apply if VWMS performs services without reservations despite being aware of client terms conflicting with or differing from these Terms and Conditions.

2. Offer and conclusion of contract (and offer documents)

2.1 The customer’s purchase order represents a binding offer, which VWMS can accept within two weeks by sending an order confirmation or by providing the service. Any offers or quotes provided by VWMS prior to the purchase order being received are non-binding.

2.2 VWMS retains ownership of and copyright in all figures, drawings, calculations and other documents. This also applies to any written documents that are classified “confidential”. Prior to forwarding these, the client requires express written consent by VWMS.

3. Prices and terms of payment

3.1 The agreed price is decisive. Based on the customer’s enquiry, VWMS provides a cost estimate that lists all information for the performance of the service including the service employee’s travel to and from the location where the service is performed as well as the prices to the extent that they are clear from the enquiry (“package”). If additional requirements (“extras”) become apparent during the provision of services, VWMS will inform the customer and state the expected additional costs. The customer then decides whether these extras should be provided.

3.2 The client must transfer the full, non-discounted payment for package services to the VWMS bank account specified by VWMS within 14 days of receipt of the order confirmation. Payment for provision of extras is to be made without discounts and within 10 days of completion of all services and billing unless agreed otherwise. The statutory provisions apply in relation to the consequences of delayed payments.

3.3 The client is only entitled to exercise offset rights if its claims are legally established, undisputed or accepted by VWMS. The client does not have a right of retention unless the client’s counterclaim arises from the same contractual relation.

4. Time of performance

The date or period of performance specified in the contract applies.

5. Liability for defects

5.1 VWMS warrants that it will rectify any defects. Should the rectification fail, the client can choose to reduce the remuneration (discount) or rescind from the contract (rescission). This also applies if VWMS sincerely and finally refuses to provide rectification.  The client has no right of rescission in case of a minor breach of duty.

5.2 The aforementioned claims for defects become time-barred after one year. This does not apply to claims for damages due to defects. Clause 6 applies to claims for damages due to defects. VWMS does not give the client any guarantees in the legal sense.

6. Liability for damages

6.1 VWMS liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply in case of injury to life, body and health of the client, claims arising from breaches of material contractual duties (those duties, which have to be fulfilled in order to correctly perform the contract and on fulfilment of which the client regularly relies and may rely) and compensation for damages caused by delay (§ 286 of the German Civil Code [Bürgerliches Gesetzbuch – BGB]). In this context, VWMS is liable for every degree of culpability.

6.2 Exclusion of liability as per clause 6.1 also applies to slightly negligent breaches of duty by agents of VWMS.

6.3 To the extent that liability for damages that do not relate to injury to life, body and health of the client is not excluded for slight negligence, such claims become time-barred within one year from the entitlement or right to compensation due to a defect arising after acceptance of the work.

6.4 To the extent that liability for damages is excluded or restricted by VWMS, this also applies in relation to the personal liability for damages by employees and other staff, representatives and agents of VWMS.

7. Client's obligation to cooperate

The client will provide the race car in good time and, without prompt, provide information about any problems or particularities relating to the race car or components thereof.

8. Safety

8.1 All parts installed in race cars by VWMS and the genuine accessories offered by VWMS are intended solely for motorsports unless expressly specified otherwise (motorsport parts). VWMS expressly notifies the client and the client is aware that use of motorsport parts for race cars other than for their intended purposes, use of motorsport parts in vehicles for which they are not intended and surrender of race cars already used by the client to third parties bear a significant risk of damage and safety risk because the compatibility with the vehicle is not known in the first two cases and the remaining service life is not known in the third case. If the customer is not sure whether certain parts may be used for a certain race car, the customer must clarify this with the seller or manufacturer of the respective parts or the respective vehicle. The obligation to comply with statutory requirements for registration of motor vehicles and motor vehicle parts remains unaffected by this.

8.2 The client is also expressly notified and the client is aware that inspection and replacement intervals must be complied with for safety reasons and that the fitness for use of race cars must be checked regularly, and that no modifications must be made to race cars, and finally, that race cars are not suitable for driving on public roads. The customer bears the sole responsibility and all risks for any modification to the race car that it arranges.

9. Data protection
Notes regarding the processing of personal data and data protection are available at https://volkswagen-motorsport.com/index.php?id=2640 where they can also be downloaded.

10. Applicable law, place of performance and forum

10.1 These Terms and Conditions and all legal relations between VWMS and the client are subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The exclusive forum for all legal disputes arising in the context of this contract as well as questions regarding its formation is Hannover, provided the parties to the contract are business people or legal entities or if the contractual partner does not have a general place of jurisdiction or their place of residence or whereabouts is unknown. This agreement on the forum likewise extends to bills of exchange and cheque-related claims. Exclusive fora (e.g. due to a dunning procedure) remain unaffected by this.

11. Unilateral declarations and partial invalidity

11.1 Dunning notices are also valid without a signature provided they are issued using a VWMS letterhead.

11.2 Should provisions of these Terms and Conditions and the contract on which they are based be or become legally invalid or unenforceable, in whole or in part, the validity of the remaining provisions of the contract and the Terms and Conditions remain unaffected. The parties to the contract are obliged to replace the void provision with one which achieves the same economic success to the greatest extent possible.

1. Scope – subject of the contract

1.1 These Terms and Conditions apply to the provision of inspection services to race cars and/or vehicle components in accordance with the contract concluded between VW Motorsport GmbH (hereinafter “VWMS”) and the client.

1.2 These Terms and Conditions apply exclusively, client terms that conflict or differ from these Terms and Conditions only apply if VWMS has explicitly agreed to their applicability in writing. These Terms and Conditions also apply if VWMS performs inspection services without reservations despite being aware of client terms conflicting with or differing from these Terms and Conditions.

1.3. The inspection services on race cars and/or vehicle components will be performed either directly by VWMS or by an appropriately qualified third party commissioned by VWMS as chosen by VWMS.

2. Offer and conclusion of contract (and offer documents)

2.1 The client’s order represents a binding offer, which VWMS can accept within two weeks by sending an order confirmation or by providing the inspection service. Any offers or quotes provided by VWMS prior to the purchase order being received are non-binding.

2.2 VWMS retains ownership of and copyright in all figures, drawings, calculations and other documents. This also applies to any written documents that are classified “confidential”. Prior to forwarding these, the client requires express written consent by VWMS.

3. Prices and terms of payment

3.1 The agreed price is decisive. Based on the customer’s enquiry, VWMS provides a cost estimate that lists all information and materials required to create the work, specifying the prices to the extent that they are clear from the enquiry (“package”). If it becomes apparent that additional work (“extras”) is required during the inspection, VWMS will inform the client and state the expected additional costs. The client then decides whether these extras should be provided.

3.2 The client must transfer the full, non-discounted payment for package services to the VWMS bank account specified by VWMS within 14 days of receipt of the order confirmation. Payment for provision of extras is to be made without discounts and within 10 days of completion of all services and billing unless agreed otherwise. The statutory provisions apply in relation to the consequences of delayed payments.

3.3 The client is only entitled to exercise offset rights if its claims are legally established, undisputed or accepted by VWMS. The client does not have a right of retention unless the client’s counterclaim arises from the same contractual relation.

4. Time of performance

The date or period of performance specified in the contract applies.

5. Liability for defects

5.1 VWMS warrants that it will rectify any defects. Should the rectification fail, the client can choose to reduce the remuneration (discount) or rescind from the contract (rescission). This also applies if VWMS sincerely and finally refuses to provide rectification.  The client has no right of rescission in case of a minor breach of duty.

5.2 The aforementioned claims for defects become time-barred after one year. This does not apply to claims for damages due to defects. Clause 6 applies to claims for damages due to defects. VWMS does not give the client any guarantees in the legal sense.

6. Liability for damages

6.1 VWMS’ liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply in case of injury to life, body and health of the client, claims arising from breaches of material contractual duties (those duties, which have to be fulfilled in order to correctly perform the contract and on fulfilment of which the client regularly relies and may rely) and compensation for damages caused by delay (§ 286 of the German Civil Code [Bürgerliches Gesetzbuch – BGB]). In this context, VWMS is liable for every degree of culpability.

6.2 Exclusion of liability as per clause 6.1 also applies to slightly negligent breaches of duty by agents of VWMS.

6.3 To the extent that liability for damages that do not relate to injury to life, body and health of the client is not excluded for slight negligence, such claims become time-barred within one year from the entitlement or right to compensation due to a defect arising after acceptance of the work.

6.4 To the extent that liability for damages is excluded or restricted by VWMS, this also applies in relation to the personal liability for damages by employees and other staff, representatives and agents of VWMS.

7. Client's obligation to cooperate

7.1 The client will provide the race car or vehicle component in good time and, without prompt, provide information about any problems or particularities encountered in relation to the race car or components thereof.

7.2 Once the inspection has been performed, the client will collect the race car or vehicle component on the agreed date or have it collected by a reliable shipper commissioned at the client’s expense. This shipper will also take into account the race car’s width and depth and will provably transport the race car or vehicle components in accordance with the statutory provisions. If the shipper commissioned by the client obviously does not meet these requirements or apparently does not meet them wholly or partially, VWMS is entitled to refuse to surrender the race car or vehicle component to the shipper; in this case the customer is in default of acceptance. However, VWMS is not obliged to check the technical or personal suitability of the shipper.

8. Safety

8.1 All parts installed in race cars by VWMS and the genuine accessories offered by VWMS are intended solely for motorsports unless expressly specified otherwise (motorsport parts). VWMS expressly notifies the client and the client is aware that use of motorsport parts for race cars other than for their intended purposes, use of motorsport parts in vehicles for which they are not intended and surrender of race cars already used by the client to third parties bear a significant risk of damage and safety risk because the compatibility with the vehicle is not known in the first two cases and the remaining service life is not known in the third case. If the customer is not sure whether certain parts may be used for a certain race car, the customer must clarify this with the seller or manufacturer of the respective parts or the respective vehicle. The obligation to comply with statutory requirements for registration of motor vehicles and motor vehicle parts remains unaffected by this.

8.2 The client is also expressly notified and the client is aware that inspection and replacement intervals must be complied with for safety reasons and that the fitness for use of race cars must be checked regularly, and that no modifications must be made to race cars, and finally, that race cars are not suitable for driving on public roads. The customer bears the sole responsibility and all risks for any modification to the race car that it arranges.

9. Data protection

Notes regarding the processing of personal data and data protection are available at https://volkswagen-motorsport.com/index.php?id=2640 where they can also be downloaded.

10. Applicable law, place of performance and forum

10.1 These Terms and Conditions and all legal relations between VWMS and the client are subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The exclusive forum for all legal disputes arising in the context of this contract as well as questions regarding its formation is Hannover, provided the parties to the contract are business people or legal entities or if the contractual partner does not have a general place of jurisdiction or their place of residence or whereabouts is unknown. This agreement on the forum likewise extends to bills of exchange and cheque-related claims. Exclusive fora (e.g. due to a dunning procedure) remain unaffected by this.

11. Unilateral declarations and partial invalidity

11.1 Dunning notices are also valid without a signature provided they are issued using a VWMS letterhead.

11.2 Should provisions of these Terms and Conditions and the contract on which they are based be or become legally invalid or unenforceable, in whole or in part, the validity of the remaining provisions of the contract and the Terms and Conditions remain unaffected. The parties to the contract are obliged to replace the void provision with one which achieves the same economic success to the greatest extent possible.