Allgemeine Geschäftsbedingungen

General Terms and Conditions for the trade of new vehicles via the Internet Contracting Party / Provider These General Terms and Conditions (hereinafter "GTC") apply, depending on the selling entity, to contracts with: – Nordhaven Mobility GmbH, Flottenstraße 28–42, 13407 Berlin, Germany (hereinafter "Seller" for the German market); and – neuwagenkontor.com Schweiz AG, Gotthardstrasse 14, 6300 Zug, Switzerland (hereinafter "Seller" for the Swiss market). The relevant entity is the one identified as Seller in the respective offer or order confirmation. Where notifications, notices or declarations to the Seller are provided for below, these must – regardless of the selling entity – be addressed to Nordhaven Mobility GmbH, Flottenstraße 28–42, 13407 Berlin. 1. Scope and Eligible Buyers 1.1. These GTC apply to all contracts for the purchase of new vehicles concluded via the Seller's website. 1.2. The Seller's offers are addressed primarily to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law (hereinafter "Dealers"). 1.3. Where the Seller expressly directs its offer also to consumers within the meaning of § 13 BGB, the following provisions apply only to the extent they do not contradict mandatory consumer protection rules. Provisions of these GTC that expressly apply only to entrepreneurs — in particular the shortening of the warranty period, the duty to inspect and give notice of defects, the limitation of set-off and retention, and the choice-of-venue clause — do not apply to consumers; in such cases the statutory provisions apply. Consumers retain their statutory warranty rights and any right of withdrawal in distance contracts as set out in a separate withdrawal notice. 1.4. Conflicting terms of the buyer are not recognised unless the Seller expressly agrees to them in writing. 2. Conclusion of Contract 2.1. The presentation of vehicles on the website does not constitute a binding offer but a non-binding invitation to the buyer to submit an offer (invitatio ad offerendum). 2.2. By submitting an order, the buyer makes a binding offer. The contract is concluded only upon the Seller's written or electronic order confirmation, and at the latest upon provision or delivery of the vehicle. 2.3. The Seller is entitled to carry out a credit check and to refuse to conclude the contract in case of negative credit information. 3. Prices, Taxes and Payment Terms 3.1. The prices stated in the offer or order confirmation apply. Delivery, transport and registration costs are not included in the price unless expressly stated otherwise. 3.2. VAT treatment and the manner of invoicing depend on the selling entity and the destination country: for deliveries via Nordhaven Mobility GmbH (Germany) and via neuwagenkontor.com Schweiz AG (Switzerland), invoicing is generally gross, i.e. including the applicable statutory VAT. For cross-border deliveries to other EU member states (e.g. France), invoicing is net where the statutory conditions for a tax-exempt intra-Community supply are met. In that case the buyer must account for acquisition tax in the destination country and provide the Seller without delay with the required evidence (in particular a valid VAT ID and entry certificate / Gelangensbestätigung). If it later turns out that the tax exemption did not apply, the Seller is entitled to subsequently charge statutory VAT. 3.3. The Seller is entitled to increase the purchase price by up to 5% if the manufacturer implements a price increase after conclusion of the contract. If the increase exceeds 5%, the buyer has a right of withdrawal. 3.4. The buyer must pay the purchase price without delay after the invoice has been issued and sent. If full payment is not received within three (3) business days of invoicing, the buyer falls into default without further reminder. 3.5. In case of default, the Seller is entitled to charge statutory default interest (§ 288 BGB) as well as a flat processing fee of 2% to compensate for the additional effort caused by the default. The buyer is free to prove that no damage or a lesser damage has occurred; the Seller remains entitled to prove higher damage. 3.6. If the buyer fails to pay the purchase price despite it being due and after expiry of a reasonable grace period, the Seller is entitled to withdraw from or cancel the contract and to demand damages in lieu of performance. The Seller is in that case further entitled to demand a contractual penalty of 10% of the purchase price; the assertion of further damages remains unaffected, and the contractual penalty is credited against any such damages claim. 4. Delivery and Delivery Time 4.1. Stated delivery times are indicative and non-binding unless a binding delivery deadline has been expressly confirmed in writing. As a guideline, delivery generally takes place within 10 to 15 business days after receipt of payment. 4.2. Delivery against payment on delivery: in certain cases the Seller delivers the vehicle before full payment has been received. In that case, by way of derogation from clause 3.4, the purchase price is due upon delivery of the vehicle; handover takes place concurrently against payment. The retention of title under clause 6 remains unaffected until full payment. If the buyer refuses or omits payment on delivery, the Seller is entitled to refuse handover and to return the vehicle; the resulting costs are borne by the buyer. 4.3. Delivery is subject to timely and complete self-supply by the Seller's upstream suppliers (reservation of self-supply). If the Seller is, for reasons beyond its control, not supplied or not supplied in time or in full by its upstream suppliers, the Seller is entitled to withdraw from the contract; any payment already made will be refunded to the buyer without delay. Further claims by the buyer, in particular for damages, are excluded in such case as far as legally permissible. 4.4. In the event of force majeure (in particular natural events, pandemics, war, official measures, strike, lock-out, energy or raw-material shortages, supply or transport disruptions and disruptions at upstream suppliers or manufacturers), delivery deadlines are extended by the duration of the impediment. If the impediment lasts longer than eight weeks, either party is entitled to withdraw from the contract. 4.5. If the Seller cannot meet an expressly confirmed binding delivery deadline, it will inform the buyer without delay. 4.6. License-plate drill holes: upon delivery it may occur that upstream suppliers have already drilled mounting holes for license plates on the vehicle. As plate dimensions may differ between EU member states and Switzerland, the position of these holes may deviate from the destination country's requirements or remain visible after smaller plates have been mounted. The proper adjustment or repair of such holes is the responsibility of the buyer (dealer or garage) and does not constitute a defect of the vehicle. 5. Acceptance 5.1. The buyer is obliged to take delivery of the vehicle within eight (8) days of receipt of the availability notice. 5.2. If the buyer fails to fulfil its acceptance obligation, the Seller may, after expiry of a reasonable grace period, withdraw from the contract and/or claim damages for non-performance. 5.3. If the buyer is in default of acceptance, the Seller is entitled to charge a flat storage fee of EUR/CHF 2.30 per commenced calendar day for further storage of the vehicle. The buyer is free to prove that no or a lesser cost has been incurred; the Seller remains entitled to prove a higher damage. 6. Retention of Title 6.1. The vehicle remains the property of the Seller until full payment of the purchase price (reserved goods). 6.2. During the period of retention of title, the buyer must treat the reserved goods with care and, at its own expense, adequately insure them against usual risks (in particular theft, fire and damage). 6.3. Before full payment, the buyer may not pledge or assign the reserved goods as security. In case of third-party access to the reserved goods, in particular attachments, the buyer must notify the Seller in writing without delay and point out the Seller's ownership. 6.4. If the buyer (dealer) resells the reserved goods in the ordinary course of business, it hereby assigns to the Seller, by way of security, the receivables arising from such resale against its customers up to the amount of the purchase price agreed with the Seller; the Seller accepts this assignment. The buyer is authorised, revocably, to collect the assigned receivables as long as it meets its payment obligations towards the Seller. 6.5. In case of conduct in breach of contract by the buyer, in particular default in payment, the Seller is entitled to take back or demand the return of the reserved goods. Taking back or asserting the retention of title only constitutes withdrawal from the contract if the Seller expressly declares so in writing. 7. Warranty for Defects 7.1. If the buyer is an entrepreneur, claims for defects become time-barred within one year from delivery of the vehicle. As against consumers, the statutory limitation periods apply. 7.2. Claims for defects are primarily directed at subsequent performance. As against entrepreneurs, the Seller has the right to choose between remedying the defect and replacement delivery. 7.3. Any manufacturer warranty exists independently of the statutory or contractual warranty rights and is governed exclusively by the conditions of the respective manufacturer. 8. Duty to Inspect and Notify (Commercial Sale) 8.1. If German law applies to the contract (Seller: Nordhaven Mobility GmbH) and the transaction is a mutual commercial sale, § 377 of the German Commercial Code (HGB) applies: the buyer must inspect the vehicle without delay after delivery and notify discernible defects without delay and hidden defects without delay after their discovery, in writing. If the buyer fails to give timely notice, the vehicle is deemed approved unless the defect was fraudulently concealed by the Seller. 8.2. If Swiss law applies to the contract (Seller: neuwagenkontor.com Schweiz AG), the corresponding inspection and notification duty under Art. 201 of the Swiss Code of Obligations (OR) applies; the buyer must inspect the vehicle upon receipt and notify defects immediately, failing which the vehicle is deemed approved. 8.3. Obvious defects and missing accessories must additionally be noted on the CMR consignment note and reported within 24 hours of delivery to Nordhaven Mobility GmbH, Flottenstraße 28–42, 13407 Berlin. 9. Liability 9.1. The Seller is liable without limitation for damages resulting from injury to life, body or health caused by a negligent or intentional breach of duty, as well as for other damages based on intent or gross negligence. 9.2. In case of slightly negligent breach of a material contractual obligation (cardinal duty) — i.e. an obligation whose fulfilment makes proper performance of the contract possible at all and on whose observance the buyer may regularly rely — the Seller's liability is limited to the damage typical for such contracts and foreseeable at the time of conclusion of the contract. 9.3. In all other respects, the Seller's liability for slightly negligently caused damages is excluded. 9.4. Liability under the Product Liability Act and liability arising from expressly assumed warranties or guarantees of quality remain unaffected by the foregoing limitations. 9.5. Where the Seller's liability is excluded or limited, this also applies to the personal liability of its legal representatives, employees and vicarious agents. 10. Specifics of EU Vehicle Purchase and Passing of Risk 10.1. The standard equipment of vehicles may vary depending on the country of origin and destination. 10.2. New EU vehicles may have been first registered abroad before import. 10.3. The manufacturer warranty begins — depending on the conditions of the respective manufacturer — either with delivery of the vehicle ex works or with first registration of the vehicle in the country of origin. 10.4. The buyer is responsible for verifying the suitability and roadworthiness of the vehicle in the destination country; this concerns in particular the Certificate of Conformity (COC), the type approval or registration document, and all import and registration formalities. 10.5. Passing of risk: the risk of accidental loss and accidental deterioration of the vehicle passes to the buyer as soon as the buyer or a third party commissioned by them stamps and signs the delivery note upon taking over the vehicle. 11. Data Protection 11.1. Information on the collection, processing and use of personal data is set out in the Seller's separate, GDPR-compliant privacy policy, available at https://www.neuwagenkontor.com/privacy-policy 12. Support Access to User Accounts 12.1. The user may grant the provider's support staff access to their account for customer-support purposes. 12.2. Such access is limited to actions necessary to process the user's request. 12.3. The provider does not make legally binding declarations or conclude contracts on behalf of the user without the user's prior explicit instruction. 12.4. Every access is logged. 13. Final Provisions 13.1. The authoritative language version of these GTC is the German version. Translations into other languages serve information purposes only; in case of deviations or questions of interpretation, the German version is binding. 13.2. The buyer may only set off claims that are undisputed or have been legally established. A right of retention is only available for counterclaims arising from the same contractual relationship. As against consumers, this limitation applies only to the extent legally permissible. 13.3. Applicable law and place of jurisdiction depend on the selling entity: for contracts with Nordhaven Mobility GmbH, the law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction for all disputes is Berlin (registered office of the Seller), provided the buyer is a merchant, a legal person under public law or a special fund under public law. For contracts with neuwagenkontor.com Schweiz AG, Swiss law applies, excluding the CISG. Exclusive place of jurisdiction is Zug or the registered office of the Seller, as legally permissible. 13.4. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.