TERMS AND CONDITIONS
ASE® ACTION SPORTS ELECTRONICS GMBH
1. Scope of application
1.1. These Terms and Conditions (T&Cs) govern all present and future mutual transactions between ASE® Action Sports Electronics GmbH (HRB 5760), Otto-Hahn-Straße 17, D-65520 Bad Camberg (hereinafter referred to as the Vendor) and its customers (hereinafter referred to as Customers), incl. transactions within the Vendor’s online shop. Any deviating and/or supplementary terms and conditions of the Customer shall not be binding for the Vendor. This shall also apply if the Vendor is aware of them or meets its contractual obligations without reservation.
1.2. The General Terms and Conditions shall not be binding for consumers as per Section 13 of the German Civil Code [Bürgerliches Gesetzbuch – BGB].
2. Quotes; Order confirmation; Conclusion of contract
2.1. The prices and delivery options quoted by the Vendor reflect the available options at the time the catalogue is published. Catalogues are typically published on an annual basis.
* The prices and delivery options specified in the Vendor’s online shop do not constitute a legally binding offer, but instead form a non-binding online catalogue.
Information provided on the goods and their prices and characteristics in the catalogue and online shop do not form part of the contract; they are provisional and non-binding in nature. They constitute an invitation to the Customer to submit an offer.
2.2. Once an order is placed, the Customer submits a binding offer to conclude a purchase agreement. The Customer is bound to the offer it submits for a period of 2 weeks from receipt thereof by the Vendor.
* The Customer is entitled to place the available products from the online shop in the shopping basket without any initial obligations and to edit the respective entries at any time before placing the binding order using the editing tools provided to this end and explained in the order process.
2.3. A purchase agreement is only concluded once the order is accepted by the Vendor with written order confirmation (by email) or the delivery or service is executed without prior written order confirmation. In the latter two cases, the Customer forgoes the right to receive order confirmation. If the Vendor fails to accept the order – whether by written order confirmation or execution – within the two-week commitment period, the agreement shall nevertheless be deemed to have been concluded if the Customer does not lodge an objection without undue delay.
* By clicking on the order button in the Vendor’s online shop, the Customer submits a binding offer to conclude a purchase agreement for the goods in the shopping basket. The Customer is bound to the offer it submits for a period of 2 weeks from receipt thereof by the Vendor.
2.4. If the prices and/or delivery options change following publication of the respective (online) catalogue, the Vendor shall be entitled to modify the prices and delivery options.
2.5. The ordered goods may be subject to technical modifications along with modifications to the shape, colour and/or weight on the part of the manufacturer of the goods to the extent deemed reasonable for the Customer. The same applies to deviations in terms of weight and quantity, provided they remain within the scope of commercial tolerances and, if applicable, the pertinent DIN regulations.
2.6. *Access to the Vendor’s only shop is exclusively granted to businesses following registration of login information by calling +49 (0) 6434 2008 800 or email. In order to access the online shop and place orders on the online shop, the Customer first needs to accept these T&Cs. Login information is strictly personal and confidential and must be treated as such by the Customer. Orders placed using the login information assigned to a business shall be attributed to the business in question.
3. Contractual language; Storing contractual documentation
3.1. German is the only language offered for the conclusion of the agreement. 3.2. The Customer can access these T&Cs at any time (www.grofa.com) and save them in reproducible form.
4. Product descriptions
In the absence of any clear indications to the contrary, all descriptions and other information provided by the Vendor, including in catalogues, brochures and advertising material, solely constitute non-binding descriptions of productions. Furthermore, product descriptions do not constitute any assurances on the part of the Vendor with regard to the quality of the products or that the products will retain certain characteristics for a certain period of time.
5. Cancellation fees
5.1. If subsequent modifications to orders fall short of pre-order scales, an additional charge will need to be paid for any discounts subsequently deemed excessive.
5.2. If the Customer cancels an order, the Vendor shall be entitled to seek a cancellation fee amount to 20 % of the order amount, or 50 % of the order amount in the case of custom orders if production has already begun, without prejudice to the assertion of other claims (e.g. compensation). The Customer shall be at liberty to prove that the damage was less than the above amount.
6. Delay in acceptance
6.1. If the Customer fails to adhere to its obligations concerning acceptance of the goods, the Vendor must be reimbursed for the costs of the unsuccessful quote, the storage fees and the costs of maintaining the goods, without prejudice to the assertion of other claims.
7.1. The prices for deliveries apply ex warehouse, i.e. from the Vendor’s warehouse, plus VAT at the rate applicable at the time of invoicing. The Customer shall be charged separately for all other statutory charges in the country of delivery, shipping and transport insurance (see Section 9).
7.2. The quoted prices are subject to modification in accordance with Section 2. All previous price lists/published prices shall no longer apply, including in the online shop, following the publication of a new price list/update.
7.3. Price adjustment clause: As a precautionary measure, the Vendor hereby states that its current wholesale prices (WSP) may be subject to modification due to short-term price increases by its suppliers and/or by other increases in freight and logistics costs. The Vendor shall be entitled to unilaterally increase the agreed WSP without stating grounds, including for existing orders. The Customer hereby irrevocably agrees to a potential increase of up to 5 % for the WSP. The Vendor shall also be entitled to increase the prices by more than 5 %, in which case the Customer shall be entitled to cancel an existing order in writing within one week of receipt of the price increase announcement. Any claims of the parties asserted against each other are excluded in this case.
8. Performance deadlines; Performance period; Backlog
8.1. In the absence of any agreements to the contrary or stipulations in the agreement, the performance deadline or period stipulated by the Vendor shall always be approximate in nature. In the case that incidents beyond the Vendor’s control occur, such as force majeure events (e.g. an epidemic or pandemic), labour disputes or official measures, which prevent adherence to an agreed performance deadline, the performance period shall be extended by the duration of the applicable circumstances, even if they solely affect the Vendor’s suppliers.
8.2. If no deviating and express agreements have been made regarding the delivery date or completion of the ordered goods, the time period customary for the type and scope of the goods shall be deemed agreed.
8.3. In the absence of any agreements to the contrary, goods which cannot be delivered immediately due to delivery obstacles (including official measures and traffic disruptions) for which the Vendor is not responsible shall be placed on backorder and delivered along with one of the subsequent orders. The Vendor reserves the right to deliver overdue deliveries without further consultation. In the event that the number of packaging units is not met, or exceeded, for goods delivered in packaging units, the Vendor reserves the right to adjust the quantities accordingly, provided this is deemed reasonable for the Customer. The Vendor
may, at its own discretion, bundle outstanding partial deliveries. Any requests for changes concerning the backorder list must be sent to the Vendor without undue delay.
9. (Partial) deliveries; Packaging; Fees; Transport insurance
9.1. In principle, deliveries are dispatched from the Vendor’s warehouse/logistics centre by parcel service/forwarding agent. The Vendor is responsible for determining the shipping method.
9.2. If it is common practice in the trade, the Vendor shall deliver the goods in packaging. The Customer shall be billed separately for the costs of packaging, shipping, payment transactions, customs duties, exports, imports and transit, etc.
9.3. Each consignment is covered by a transport insurance policy, which shall be invoiced at a flat rate of €2. Flat rate charges for deliveries outside German can be viewed at www.ase-mobility.com. The following terms apply to deliveries within Germany:
a) Parts and accessories
– The Vendor charges a €5.00 logistics flat rate fee for orders above €100.00.
– The Vendor charges an extra minimum quantity surcharge of €7.50 in addition to the above logistics flat rate fee for orders up to the value of €100.00.
b) E-Scooters, E-Mobility Products
– Freight costs per item: €7.50.
9.4. If the goods are damaged in transit, the Customer must report the resulting damage to the Vendor without undue delay and submit a statement of the facts to the competent authorities.
9.5. The Vendor shall be entitled to make partial deliveries unless partial performance of the agreement is deemed unreasonable for the Customer. Partial deliveries may be invoiced separately.
9.6. The Customer is not permitted to collect the goods.
9.7. Similarly, the Vendor does not deliver to parcel lockers.
10. Transfer of risk; Place of performance
The place of performance for delivery and payment is the registered office of the Vendor, Bad Camberg, D-65520. Risk for the delivered good shall transfer to the Customer upon delivery of the goods by the parcel service/forwarding agent.
11. Payment terms
11.1. The Vendor shall send all invoices electronically (by email without qualified electronic signature).
11.2. Unless otherwise agreed, invoices shall be payable 14 days after the invoice date, net, after which the Customer shall be deemed in default pursuant to Section 286 (2)(2) BGB. The legal implications thereof shall be determined in accordance with Section 288 BGB. The customer number and the respective invoice number must be stated along with each payment.
11.3. In the absence of any agreements to the contrary, payments shall be made by SEPA corporate direct debit. The Vendor shall grant a 2 % discount for payments made by SEPA within 8 days after the invoice date.
11.4. Discount deductions will only be accepted if no payments are overdue. Unauthorised deductions shall be additionally charged.
11.5. The granting of discounts, rebates or bonuses as a one-off or recurring occurrence does not entitle the Customer to demand the same or similar terms for subsequent orders.
11.6. Cheques and other non-cash means of payment shall only be accepted on account of performance. In the case of payments in foreign currency, the order shall only be fulfilled if payment is credited to the Vendor in Euro.
11.7. Payments not subject to redemption terms shall first be offset against due costs, then interest and finally to the principal claim.
11.8. The Customer shall only be entitled to offset payment and retention rights in the case of counterclaims that are legally binding, undisputed or recognised by the Vendor.
11.9. The Vendor reserves the right to offset all claims to which the Customer is entitled against the Vendor against all claims to which the Vendor is entitled against the Customer.
11.10. If payment in instalments has been agreed with the Customer, the full amount shall become due if the Customer falls into default with an instalment and fails to pay after the lapse of a two-week grace period.
11.11. By placing a binding order, the Customer consents to all invoices being sent electronically by the Vendor to the provided email address. In this context, the Customer expressly forgoes the ability to receive invoices by post.
11.12. As the recipient, the Customer is required to ensure that all electronic deliveries of the invoice by email can be duly delivered to the provided email address. Technical infrastructure, such as filter software or firewalls, must be accordingly adapted by the Customer.
11.13. The Customer must inform the Vendor without undue delay in writing and in a legally valid manner of any changes to the email address the invoices need to be sent to. Invoices sent to the email address most recently provided by the Customer shall be deemed to have been received by the Customer if the Customer has not informed the Vendor of any changes to the respective email address in advance.
11.14. The Customer is permitted to revoke their consent to receiving invoices electronically by email. Once the Vendor has received and processed the written revocation from the Customer, all invoices will be sent by post to the Customer’s most recently provided postal address. The Vendor shall charge €3.50 per invoice for the additional costs incurred for postal delivery. The Vendor shall be entitled to change the delivery method of the invoice from email to delivery to the Customer’s most recently provided postal address for good cause.
12. Retention of title
12.1. The Vendor shall retain the title of all goods it delivers (goods subject to retention of title) until full payment of all claims, particularly the outstanding balance to which the Vendor is entitled from the business relationship. If the Customer is in default of payment, the Vendor shall be entitled to demand the return of the delivered goods following the granting of a reasonable grace period. The costs of this shall be borne by the Customer. Section 103 (1) of the Insolvency Code [Insolvenzordnung – InsO] remains unaffected by the above.
12.2. Modification and processing of goods subject to retention of title shall always be carried out by the Customer on behalf of the Vendor. If the goods subject to retention of title are processed or inseparably combined with other products that are not the property of the Vendor, the Vendor shall obtain partial ownership for the resulting new products at a ratio corresponding to the invoice value of the goods subject to retention of title relative to the other products which are not owned by the Vendor.
12.3. If the Vendor acquires sole ownership as a result of the combining or mixing, the Customer hereby assigns partial ownership of the new stock or item at a ratio corresponding to the invoice value of the goods subject to retention of title relative to the other combined or mixed products which are not owned by the Vendor to the Vendor. The Customer shall store them for the Vendor free of charge. If the goods are held by a third party, the Customer hereby assigns the surrender claim against this third party to the Vendor. The Vendor hereby accepts this assignment. The partial ownership of the Vendor acquired under the above terms shall pass to the Customer under the same conditions as ownership of the goods delivered by the Vendor.
12.4. The Customer is only permitted to sell the goods subject to retention of title in the ordinary course of business under its standard terms and conditions and provided it is not in default and the claims arising from the resale are transferred to the Vendor in accordance with Sections 12.5 and 12.6.
12.5. All present and future claims of the Vendor arising from the resale of the goods subject to retention of title are hereby assigned to the Vendor. The Vendor hereby accepts this assignment. They shall serve as security to the same extent as the goods subject to retention of title.
12.6. If the reserved goods are sold by the Customer in combination with other goods not supplied by the Vendor, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the goods subject to retention of title sold in each case. If goods in which the Vendor has partial ownership as per Section 12.2 or 12.3 are sold, the assignment of the claim shall apply to the amount of the share of partial ownership.
12.7. The Customer shall be entitled to collect receivables from the sale in accordance with Sections 12.5 and 12.6 prior to revocation by the Vendor. The Vendor shall have the right of revocation if the Customer is in default of payment, an application has been filed for the opening of insolvency proceedings or payments have been suspended. The Customer must disclose the assigned receivables and their debtors without undue delay, provide all information required to collect the receivables, provide the Vendor with all corresponding documents and inform the debtors of the assignment. The Customer is not authorised to otherwise assign the claims under any circumstances.
12.8. The Customer is not permitted to exploit the goods subject to retention of title in any other manner. In particular, the Customer is not entitled to assign or pledge the goods subject to retention of title as security. The claims assigned to the Vendor may only be pledged or assigned to third parties as security with the prior written consent of the Vendor.
12.9. If the value of the securities held by the Vendor exceeds the total value of more than 20 %, the Vendor shall be required to release securities at its discretion at the Customer’s request. The Customer must notify the Vendor in writing without undue delay of any seizures or other impairment by third parties. The costs
required to safeguard the rights of the Vendor shall be borne by the Customer in cases where they cannot be reclaimed from the third party.
13.1. Unless expressly agreed otherwise or otherwise stipulated below, the Customer’s warranty claims shall be governed by the statutory provisions (Section 433 et seq. BGB). Solely the information provided by the Vendor in relation to conclusion of the agreement shall be binding in terms of the quality of the goods. No warranty claims may be derived from public statements, public promotions or other advertising from the manufacturer.
13.2. In order to safeguard its warranty claims, the Customer must inspect the goods for clear defects immediately after delivery, in particular for transport damage, deviations in quantity and title of the goods. If a defect is detected, the Vendor must be informed thereof in writing without undue delay. The notification must include the customer number, invoice number and a description of the defect. The defective goods and packaging must be kept for evidence purposes and returned to the Vendor post-paid on the Vendor’s instructions. If the Customer fails to submit a notification, the goods shall be deemed to have been approved, unless the defect was not apparent when the goods were inspected. If a defect becomes apparent at a later stage, the notification must be submitted immediately after the defect is detected, otherwise the goods shall also be deemed to have been approved with regard to this defect.
13.3. If the delivered goods are defective at the time the risk is transferred, the Customer may, if the statutory requirements are met, (i) at the Vendor’s discretion, demand that the defect be remedied or that defect-free goods be delivered (supplementary performance), or (ii), after the lapse of a reasonable grade period set for supplementary performance to no avail, cancel the agreement or reduce the purchase price or (iii) seek compensation in accordance with the provisions of Section 18 (liability).
13.4. The Customer’s claims for material defects shall become statute-barred two years after delivery of the goods to the Customer. The above condition does not apply for goods in cases where Section 438 (1) (2) (building and items typically used in buildings) and Section 478 (2) and (3) (right of recourse) BGB prescribe longer periods. Statutory limitation periods shall also apply in the case of intentional and grossly negligent breaches of duty or in the case of damage resulting from injury to life, limb or health.
13.5. In the case of custom-made products, the Customer shall be responsible for the proper configuration of the goods, in particular with regard to the intended use.
13.6. The goods may be subject to minor or insignificant deviations with regard to shape, colour, weight, material thickness and design, which do not constitute a deviation from the agreed quality provided the deviations remain within the scope of what is reasonable for the Customer.
13.7. In the event of an agreed sale of used goods, the Vendor shall not assume any warranty.
13.8. Any other claims by the Customer are excluded in accordance with Section 18 (liability).
14. Claim management
14.1. The Customer is required to request a return number (RMA number) by telephone or email. If the goods are returned without a prior request for a return number or if the RMA number is not on the outside of the box, the return will not be accepted and shipped back at the expense of the Customer. The goods must be returned to the Vendor freight paid and in their original packaging. The RMA number must be clearly visible on the outside of the box.
Please note the following:
· The Vendor reserves the right to decide between replacement delivery, repair or a credit note.
· The Customer must always enclose a copy of the corresponding delivery note and/or the invoice from the Vendor with the return shipment.
· Unless otherwise agreed, in the event of a replacement delivery, the Vendor shall take the item on backorder. Delivery shall automatically take place with the next delivery.
· If goods are returned without any specified defects, an addition inspection fee of €25.00 will be charged. The Customer shall be at liberty to prove that the damage was less than the above amount.
Claims must be sent to:
ASE® Action Sports Electronics GmbH
c/o Ernst Schmitz Logistics & Technical Services GmbH
Warenannahme Halle 2
Where separately agreed in writing with the Vendor, returns may be regarded as a gesture of goodwill. Section 14.1 shall apply accordingly to returns.
Please note the following:
· The goods must be returned to the Vendor freight paid, unused, undamaged and in their original packaging.
· If the goods are sent to the Vendor is a non-resalable condition, the return will be refused.
Returns must be sent to:
ASE® Action Sports Electronics GmbH
c/o Ernst Schmitz Logistics & Technical Services GmbH
Warenannahme Halle 2
16. Data protection
The Customer’s data (in particular their name, address, order information) for the relevant transaction shall be processed with the use of automated processes in order to perform the agreement, particularly for payment purposes. The current version of the Vendor’s privacy statement can be found online at https:/www.ase-mobility.com/de/datenschutz/.
17. Availability of supplies and raw materials
If ordered goods are not available because the Vendor does not receive the required supplies and raw materials from its supplier through no fault of its own despite the supplier’s contractual obligation, the Vendor shall be entitled to cancel the agreement with the Customer. In this case, the Customer must be informed without undue delay that the ordered goods are no longer available, and any services already rendered shall be reimbursed immediately.
18.1. The Vendor shall be liable without limitation for damage caused by gross negligence or intent as well as in the absence of a guaranteed quality if and to the extent that the purpose of the guarantee is to protect the Customer against damage that has not occurred to the delivered goods. In the event of damage caused by ordinary negligence on the part of the Vendor, the Vendor’s liability for material damage and any subsequent financial losses as a result thereof shall be limited to the order value.
18.2. Claims of the Customer are excluded if the defect is solely due to improper handling of the goods, improper storage or a failure to observe the operating instructions by the Customer.
18.3. If liability is excluded or limited, this shall also apply to any personal liability for the Vendor’s employees, workers, colleagues, legal representatives and vicarious agents.
18.4. Liability for culpable injury to life, body of health remains unaffected by the above provisions; this also applies to mandatory liability as per the German Product Liability Act and other pertinent statutory provisions.
19.1. The Customer shall only use documents and information received from the business relationship for the contractual purpose and treat it with the same level of confidentiality towards third parties with the same due diligence as it treats its own documents in cases where the Vendor has marked documents as confidential or has a clear interest in the confidentiality thereof.
19.2. This obligation shall first enter into force when the Customer first receives the documents or information and shall end 36 months after the end of the business relationship.
20. Product specifications
20.1. The Customer must first obtain written consent from the Vendor before using, exploiting or transferring product and/or item master data along with product illustrations, product descriptions and other excerpts from the catalogue (hereinafter referred to as product specifications). The Vendor reserves the right to demand the Customer pays a flat rate fee of €500.00 for every breach against this obligation. The Customer shall be at liberty to prove that the damage was less than the above amount. Payment of the flat rate fee does not exclude the Vendor’s ability to assert other claims for injunctive relief or other compensation with the submission of corresponding evidence. This contractual penalty shall be offset against any other claims for compensation.
20.2. The Customer shall be responsible for lawful use of the product specifications with regard to consumers. In particular, the Vendor cannot be held liable for damages incurred by the Customer due to unlawful use or disclosure of product specifications to the consumer.
21. Partnership clause
Any contributory negligence and/or fault on the part of the Customer as stipulated in Section 254 BGB and the value of the goods shall be taken into account in good faith when determining compensation payments, particularly with regard to the amount of compensation, the contractual parties’ economic circumstances and the type, scope and duration of the business relationship.
22. Address changes
The contractual parties must inform each other of any changes to their addresses. Failure to do so will result in the continued shipment of deliveries to the most recently provided address. The party at fault shall be responsible for paying any costs related to determining the correct address.
23. Legal venue and governing law
23.1. All disputes arising from or in relation to this agreement – including those on the applicability or non-applicability thereof – shall exclusively be processed at the court responsible for the Vendor’s registered office in Bad Camberg, D-65520, where legally permissible. The Vendor remains entitled to pursue legal action against the Customer at the Customer’s place of domicile.
23.2. The contractual relationship is governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
24. Partial invalidity
If any terms of these T&Cs are found to be invalid or void in whole or in part, the contractual parties shall agree on a new provision that continues to pursue the intent and purpose of the original invalid or void provision.
The Vendor reserves the right to modify these T&Cs from time to time. The latest version is available on the Vendor’s website https://www.ase-mobility.com.
26. Authoritative contractual language
In the event of any discrepancy between the English and German versions of these Terms and Conditions or any questions of interpretation arising, the German version shall exclusively prevail.
ASE® Action Sports Electronics GmbH Otto-Hahn-Straße 17 D-65520 Bad Camberg Customer service:
Monday to Thursday from 8:30 am to 6 pm
Friday from 8:30 am to 5 pm
Phone: +49 (0) 6434 2008 800
* Deviating terms for orders placed in the ASE B2B online shop