General Terms and Conditions (AGB) of Prasco GmbH (as of 25.03.2024)
Premise
The Prasco GmbH (hereinafter referred to as "Prasco"), Nikolaus Dürkopp Straße 3, 59227 Ahlen, Germany, is an importer, manufacturer and distributor of spare parts for automobiles and commercial vehicles, in particular for body and lighting parts, exterior mirrors, radiators and air conditioning parts.
The Prasco GmbH delivers suitable quality spare parts in accordance with the definition in section 20 of the guidelines to the EU regulation 461/2010 in the regulation 822/2023 of the European Commission.
The following terms and conditions apply to all orders and deliveries.
§ 1 Scope of application
The following General Terms and Conditions (GTC) apply exclusively to the sale of goods and other services by Prasco GmbH, for online and offline transactions. In addition to the GTC, the information and regulations from our online catalog shall apply; in particular, insofar as these contain "other information" on processing and quality.
The (AGB) apply in each case in the version valid at the time of the conclusion of the contract. We do not recognize terms and conditions of our customers or suppliers that conflict with or deviate from our terms and conditions unless we expressly agree to their validity in writing. Performance of the services shall not be deemed to constitute such consent.
The (AGB) apply exclusively to entrepreneurs, legal entities of the public right or public-legal special assets in the sense of §310 paragraph 1 BGB.
All price and / or cost information (e.g. also freight and shipping costs, freight limits) in our AGB as well as in other online and offline media and catalogs apply subject to deviating, current customer information.
§ 2 Verbal Agreements and Special Orders
Verbal agreements are only binding if confirmed in writing.
Special orders will only be accepted upon payment of a part of the purchase price or upon written confirmation of acceptance. For errors and deviations in our sales documents we are not liable.
§ 3 Applicable provisions / performance / data protection
Unless otherwise agreed, the statutory provisions of the Federal Republic of Germany shall apply. The application of UN sales law (CISG) is excluded.
The place of performance for all deliveries or services is 59227 Ahlen, Germany.
With regard to the treatment of personal data, we refer to the relevant statutory provisions, in particular the DGSVO and our privacy policy.
§ 4 Offer, Catalog
Offers are subject to change.
With the publication of new catalogues or price lists, previous catalogues, price lists and other contents of the catalogues become invalid. Information, in particular article descriptions, illustrations, drawings, technical data and pictures in the catalogs do not constitute an offer by themselves.
No liability is assumed for the correctness of illustrations, drawings and technical data. They are for illustration and orientation only.
§ 5 Prices, terms of delivery
The calculation of the goods takes place in Euro at the prices valid on the day of the order plus the value added tax in the respective legal amount. The stated prices are ex warehouse Unna excluding costs for packaging, shipping and/or customs, which, if applicable, will be shown separately on the invoice. These additional costs are not included in the value of the goods.
The prices can be adapted to changed conditions at any time. Where fixed prices have been agreed, these shall apply until the next general price change. For orders executed within one month, the prices valid at the time of order placement shall apply, otherwise the prices valid on the day of delivery shall apply. The illustrations in the catalog are not an offer, but merely an invitation to make an offer. Prasco reserves the right to increase the prices appropriately if cost increases occur after conclusion of the contract, in particular due to cost increases. These will be proven to the customer upon request.
In the event of a price increase of more than 10%, the Purchaser shall have the right to withdraw from the contract.
Deliveries to customers from the European Union (outside the Federal Republic of Germany) are taxfree if the requirements of the German Sales Tax Act are met. If the Buyer fails to provide proof of receipt of the goods or of the shipment of the goods to a country of the European Union, we shall be entitled and obliged to invoice the Buyer for the German VAT. Shipments to countries outside of the European Union (EU) are considered export shipments according to §4 No.1a in connection with §6 UStG.
Minimum net order value: Night delivery orders can only be shipped from a goods value of 10.00 €, if the value is below 10.00 €, Prasco will charge 10.00 € as a small quantity surcharge. If the amount is below 20.00 €, Prasco will charge 5.00 € as a small amount surcharge.
§ 6 Terms of delivery
Place of performance for all services is 59227 Ahlen (§ 3 (2))
Partial deliveries are permitted, provided that the partial delivery is reasonable for the buyer in the individual case.
The obligation to perform is limited to the available stock of goods of the same type and description until the goods are handed over to the shipping or transport company. Beyond that there is no procurement obligation. In particular, there is no obligation to re-supply the same goods to the supplier.
Delivery periods and delivery dates are not binding unless otherwise agreed in writing.
Prasco shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery by Prasco substantially more difficult or impossible not only temporarily - including, but not limited to, strikes, lock-outs, official orders, etc., even if they occur at suppliers or their sub-suppliers. They shall entitle Prasco to postpone the delivery for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
If the hindrance lasts longer than four weeks, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period.
If the delivery period is extended or if the Seller is released from his obligation to perform, the Buyer may not derive any claims for damages from this. Prasco can only refer to the aforementioned circumstances if they are notified to the Buyer without delay.
If Prasco is in default with the delivery of an order, the Buyer shall be entitled to withdraw from the contract after the fruitless expiration of a reasonable grace period - at least 14 days - with the threat of refusal.
§ 7 Shipment/Transfer of Risk
In principle the dispatch takes place with NVS Nachtverteiler-System. (Special agreements reserved). This special delivery at night without proof of receipt is subject to the following conditions:
- Deposit agreement
- A/L (direct debit agreement)
- SEPA agreement
Daytime deliveries can also be arranged. Subject to special agreements, we reserve the right to make daytime deliveries at the most favorable conditions negotiated by us.
We reserve the right to determine the shipping costs in the aforementioned cases, unless customerspecific special agreements have been made.
The goods are shipped at the expense and risk of the customer. The transfer of risk takes place when the goods are handed over to the person carrying out the transport. If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for shipment.
The shipping costs for deliveries to addresses outside of the Federal Republic of Germany depend in particular on the country of destination, the postal code area, the number of parcels or pallets and the weight.
§ 8 Return of goods
The following shall apply for the return of goods, subject to corresponding provisions in individual cases:
Goods may be returned to Prasco within three months provided they are in perfect, undamaged and re-saleable condition and have a value of more than 10.00 Euro. The reason for the return as well as the date of purchase and the number of the delivery note must be stated. After 3 months no return is possible.
The return within one month is free of charge.
The sender bears the costs and risk of the return. For any return of items, regardless of the reason, we charge a handling fee of 15% of the value of the goods. (storage or processing costs). Special orders are excluded from the return.
Returns via NOX can only be collected overnight and an overnight depot must be available. Pickups by Prasco will be charged with 14,00 € per package and will be deducted from the credit.
§ 9 Complaints and defects
Quantity discrepancies and damage to the delivered goods must be reported to Prasco on the day of delivery by 11:30 a.m. at the latest with appropriate photos of the damage, the outer packaging and the shipping label. All parts must be checked on delivery and before processing for correctness (correspondence of the order number with the delivered part), quality and fit. No direct or indirect consequential damage, in particular processing costs (e.g. painting costs) will be reimbursed.
Resellers undertake to inform their customers of this obligation and agreement. Complaints and notifications of defects do not entitle the customer to withhold payments until the matter has been finally clarified. Prasco assumes no liability for errors and deviations in sales documents or oral statements. Overnight shipments are only insured if a deposit agreement is in place.
§ 10 Technical Notes
The original numbers of the different manufacturers are only for comparison.
According to the StVZO, a headlamp must be equipped with an electric headlamp leveller if the standard vehicle was equipped with this function (from approx. 1991).
We would like to point out that some headlamps are not equipped with this function, although they have an E-approval mark (E-approval refers to the light-technical test).
The buyer is obligated to check prior to installation whether the items are subject to registration and/or whether he must apply for appropriate official approvals or acceptances.
§ 11 Terms of payment
The terms of payment for delivered goods are specified in the respective invoice. This can change in the course of the cooperation.
§ 12 Inspection of Goods / Duty to Complain / Transport Damages
If the Buyer is a businessman, the statutory provisions shall apply to his obligations to inspect and give notice of defects, in particular §§ 377 ff. of the German Commercial Code (HGB); it is assumed that this is a mutual commercial transaction. The provisions of §§ 377 ff. of the German Commercial Code shall also apply between Prasco and the Buyer if the goods are sent directly to the Buyer's end customer (drop-shipping).
Obvious transport damages are to be reported immediately to the transport company and to Prasco, at the latest by 11:00 a.m. on the day of delivery. In the case of Saturday or holiday delivery, the notification must be made by 11:00 a.m. on the following working day. If notification is not possible within the above-mentioned periods for actual reasons, it must be made without delay. In addition, complaints are to be made in writing to the forwarder/carrier, if possible.
In case of delivery by own truck, obvious defects are to be reported to Prasco immediately.
Goods which have been delivered by night delivery services before the opening of the business hours are only insured if there is a deposit agreement with a locking device.
In the case of add-on parts, the customer is obliged to check before further processing, in particular before painting, conversion or installation, whether the actual dimensions of the add-on part are suitable for the vehicle model/type for which the customer has ordered the add-on part. The goods must be fully adapted to the corresponding vehicle before further processing, in particular before painting.
In particular, the Customer is also obliged to check whether the necessary assembly instructions and/or assembly accessories (in particular screws, clamps, etc.) are included and, in case of doubt, to consult Prasco before assembly or resale.
Prasco does not assume any warranty for the existence of necessary assembly instructions and necessary accessories.
§ 13 Retention of Title
The object of purchase (hereinafter in this section: reserved goods) shall remain the property of Prasco until all claims against the Customer arising from the entire business relationship have been satisfied. Insofar as the value of all security rights exceeds the amount of all secured claims by more than 20%, Prasco shall release a corresponding part of the security rights at the request of the Customer; the choice of which security rights are released shall lie with Prasco.
During the existence of the (extended) reservation of title, the Buyer is not permitted to pledge the object of purchase or otherwise assign it as security. The Buyer shall be permitted to resell the goods in the ordinary course of business and only on condition that the Buyer receives payment from its resale customer or makes the reservation that the title shall not pass to the resale customer until the resale customer has fulfilled its payment obligations.
If the Buyer resells the goods, he hereby assigns his future claims from the resale against his respective resale customer with all ancillary rights - including any balance claims - as security, without the need for any further declarations. If the goods subject to retention of title are resold together with other goods without an individual price having been agreed for the goods subject to retention of title, the Buyer shall assign to the Seller that part of the total price claim which corresponds to the invoiced price of the goods subject to retention of title.
The Buyer is entitled to process the reserved goods or to mix or combine them with other objects. The processing shall be done for and on behalf of Prasco. The Buyer shall keep the new item with the care of a prudent businessman. The new item shall be considered reserved goods.
Prasco and the Buyer are already in agreement that in the event of combination and mixing with other objects not belonging to Prasco, Prasco shall in any case be entitled to co-ownership of the new object in the proportion of the value of the combined or mixed reserved goods to the value of the other goods at the time of combination or mixing. The new item shall be deemed to be reserved goods.
The provisions on the assignment of claims shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the invoiced value of the processed, combined or mixed reserved goods.
Until revoked, the buyer is authorized to collect assigned claims from the resale. Prasco is entitled to revoke the Buyer\s authorization to collect in the event of an important reason, in particular in the event of default in payment, suspension of payment, opening of an insolvency proceeding, protest of a bill of exchange or justified indications of insolvency or impending inability to pay on the part of the Buyer. In addition, Prasco may, after prior warning and within a reasonable period of time, disclose the assignment of the security interest, utilize the assigned claims as well as demand that the purchaser disclose the assignment of the security interest to the resellers.
In the event of seizure, confiscation or other dispositions or interventions by third parties, the Buyer shall notify Prasco immediately. If a justified interest is established, the Buyer shall immediately provide Prasco with the information and documents necessary for the assertion of its rights vis-à-vis the respective reselling customer. Insofar as the third party is not in a position to reimburse Prasco for the court and out-of-court costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred by us.
In case of breaches of duty by the Buyer, in particular in case of default of payment, Prasco shall be entitled to take back the goods or to rescind the contract after the expiry of a grace period set by Prasco; the statutory provisions on the dispensability of setting a grace period shall remain unaffected. The buyer is obliged to surrender the goods. The taking back or the assertion of the reservation of title or the attachment of the reserved goods by Prasco does not constitute a withdrawal from the contract, unless Prasco has expressly declared this.
§ 14 Warranty/Guarantees
If the Buyer has received defective goods, the Buyer shall be entitled, within the scope of the statutory warranty provisions, to demand subsequent performance, to withdraw from the contract or to reduce the purchase price. The buyer may also be entitled to damages. The above limitations apply to such claims. Prasco shall, at its option, either repair the defective parts or replace the defective goods.
Minor or insignificant deviations with regard to color, material thickness and design of the goods (e.g. minor scratches, etc.) are reserved and do not constitute a deviation from the agreed quality; they therefore do not entitle to the assertion of warranty rights.
Within the scope of the agreed quality, the technical notes are to be observed as appropriate.
No warranty is assumed for damage caused by unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent treatment, unsuitable operating materials, failure to observe the operating and maintenance instructions as well as improper modifications or repairs by the buyer or third parties.
v
If the goods are continued to be used despite knowledge of a defect, Prasco shall only be liable for the original defect, but not for any damage caused by the continued use.
If the customer has a warranty right on the basis of the statutory provisions and the provisions of these General Terms and Conditions, the costs of the necessary rectification or replacement delivery, in particular transport, travel, labour and material costs, shall be borne by us. The right of choice between In particular, transport, travel, labour and material costs shall be borne by us. In any case, Prasco shall have the right to choose between rectification of defects and new delivery. Costs incurred as a result of the goods being located at a place other than the Purchaser\s place of business, unless this corresponds to the intended use of the goods, shall be borne by the Purchaser.
Expenses which are asserted against us as a result of the defectiveness of our goods shall in principle only be reimbursed in the amount customary in the market for the place of performance.
In particular, the costs for installation and removal shall be reimbursed on the basis of labour costs. The upper limit shall be the labour costs according to TecDoc, based on DAT-Schwacke, at a calculated hourly rate of € 55.00 netto/hour (= 12 labour costs).
Painting costs are generally not reimbursable.
The place of performance for subsequent performance is the place of business.
The buyer is obliged to allow Prasco at least 2 attempts to remedy the defect. If the 2. If the second attempt to remedy the defect fails after a reasonable period of grace, the Buyer may withdraw from the contract if the defect is not to be regarded as insignificant. A right of withdrawal also does not exist if the buyer was aware of the defect and did not reserve his rights due to this defect.
Liability for normal wear and tear is excluded. Guarantees in the sense of § 443 BGB are not assumed, unless these are agreed in writing.
§ 15 Contractor\s right of recourse
If the Buyer sells the object of purchase to a consumer in the course of his business and has to take back the object of purchase or reduce the purchase price due to a defect, the Buyer may assert his claims for material defects against Prasco without setting a time limit.
The Buyer may demand reimbursement of the expenses it had to bear in relation to a consumer (pursuant to § 439 (3) BGB) if the defect claimed by the consumer was already present when the risk passed to the Buyer. Expenses are in particular costs for removal and installation, provided that these are necessary and reasonable. § 10 paragraph (7) ff. shall apply accordingly.
The Buyer shall not be entitled to claim damages within the scope of this right of recourse.
The Buyer\s obligations under § 377 HGB shall remain unaffected by the foregoing provisions.
§ 16 Statute of Limitations
All warranty claims of the Buyer for defects in the delivered goods (including claims for damages) shall become statute-barred in the cases of § 438 para. 1 No. 3 BGB in a period of 1 year. The period begins with the delivery of the goods.
Buyer\s claims for damages due to breaches of duty which are not based on defects of the delivered goods (§ 280 BGB) shall become statute-barred after a period of 1 year. The start of the limitation period is determined by law.
The statute of limitations according to par. 1 and 2 of this provision do not apply to cases of entrepreneurial recourse (§§ 478, 479 BGB) as well as to claims for damages.
§17 Payment
Invoices are to be paid within the agreed period (see invoice). Irrespective of other agreements, payments are due at the latest 14 days after receipt of the invoice by the Customer. If the Customer fails to pay the purchase price by the agreed date or - if no agreement has been made - within 14 days of receipt of the invoice, the Customer shall be in default.
If the Customer defaults on payment of the purchase price, the debt shall be subject to interest at a rate of 8 percentage points above the basic interest rate (default interest) during the period of default, to the extent permitted by law. Otherwise, the legally permissible default interest rate shall apply. Any claims for damages shall remain unaffected.
The acceptance of cheques or bills of exchange in fulfilment of the purchaser\s payment obligations is excluded, unless the management agrees to their acceptance in exceptional cases.
Field staff are only entitled to accept payments with a written power of attorney.
We reserve the right to deliver by cash on delivery. Complaints, for whatever reason, do not postpone the buyer\s obligation to pay.
Prasco is entitled to demand advance payments for outstanding deliveries as well as to withdraw from the contract or to demand damages for non-performance after reminder and setting of a
reasonable grace period. Furthermore, after reminder and setting of a reasonable grace period, the Purchaser may be prohibited from reselling the goods and the delivered goods may be taken back at the Purchaser's expense. The Buyer shall only be entitled to satisfy its payment obligations by offsetting if its counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, the Buyer shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 18 Limitation of Liability
Unlimited Liability:
Prasco is liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. For slight negligence, Prasco is only liable for damages resulting from injury to life, body and health of persons.
Otherwise, the following limited liability shall apply:
In case of slight negligence, Prasco shall only be liable for the breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the fulfillment of which the Buyer may regularly rely (cardinal obligation). Liability for slight negligence shall be limited in amount to the damages foreseeable at the time of conclusion of the contract and the occurrence of which must typically be expected.
v
This limitation of liability according to par. 1 and 2 of this section shall also apply in favour of vicarious agents.
§ 19 Rights
Any use of data material from our data sources (catalogs, electronic lists, shops, etc.) (copying of pictures, etc.) requires our written consent.
The use of data material in the widest sense from our data sources made available by us shall be at your own risk.
We assume no warranty for the fact that, in particular, the assignment of articles in the described part to certain vehicle types / series is correct.
(Manufacturer designation only exemplary and for illustration: "suitable for Audi S-Line" or "optically like AMG..." etc.) may not be contested by the manufacturers.
Documents belonging to the offer, such as illustrations, drawings, etc., are only to be regarded as accurate in terms of dimensions and weight if this has been expressly confirmed. We reserve our property and copyright rights to these documents. They may not be made accessible to third parties without our consent. If the order is not placed, they are to be returned to us immediately.
§ 20 Invalidity / Changes / Side agreements / Jurisdiction
Should individual provisions of this contract be ineffective or impracticable or become ineffective or impracticable after conclusion of the contract, this shall not affect the effectiveness of the contract as a whole. The ineffective or unenforceable provision shall be replaced by an effective and enforceable provision whose effects come closest to the economic objective pursued by the parties with the ineffective or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete. In other respects, the statutory provisions of § 306 BGB shall apply.
Changes or additions to these terms and conditions require written form. This also applies to the cancellation of this requirement for written form.
Ancillary agreements require the written form to be effective. The sales staff of our company are not authorized to make oral agreements or to give oral assurances that go beyond the content of the written contract.
The place of jurisdiction is the place of business of Prasco GmbH, as far as legally permissible. Otherwise, the statutory place of jurisdiction shall apply.
§ 21 Confidentiality
The Purchaser undertakes to use all documents, data or other information made available by Prasco solely for the purpose of selling the products of Prasco, otherwise to treat them in strict confidence, not to disclose them to third parties and to impose this obligation also on its employees. In particular, any files and catalog data provided shall be considered confidential and may not be disclosed to any third party.
§ 22 Intellectual Property Rights / Legal Notice
The illustrated articles and sales items are not original parts.
All reference and original numbers are for comparison purposes only. Genuine parts may also be purchased from the automobile manufacturer through its sales organization.
The articles and items may only be used for repair and to restore the original appearance.
The listed customer of Prasco GmbH and the resellers are obligated to inform their resellers or end customers or other consumers in an appropriate manner and to document that the articles have not been manufactured and imported by the owner of trademark or design protection rights of the automobile manufacturer and/or as a licensee.
In addition, the customer must be informed that the articles can alternatively be obtained as original spare parts from the manufacturer.
The customer must also be informed that the article may only be used for repair purposes in order to restore the original condition.
§ 23 Subject to change
Prasco may change its GTC at any time and without notice or express notification. Prasco's business partners can view the current AGB before each order at www.prasco.de/agb.html.
Ahlen 25.03.2025