General Terms and Conditions of Rolfhartge GmbH for Purchase Agreements with Companies



  • The version of these General Terms and Conditions (GTC) valid on the date of the conclusion of the purchase agreement applies between the Seller, Rolfhartge GmbH, Linslerhof 1, 66802 Überherrn, Germany, and the Buyer.
  • The GTC apply only if the Buyer is a company (Section 14 of the German Civil Code; Bürgerliches Gesetzbuch – BGB), a legal entity under public law or a special fund under public law.
  • All deliveries, services and offers are exclusively based on these GTC. The GTC also apply to all similar future business relationships, even if they are not repeatedly and explicitly agreed. Differing, contradictory or supplementary GTC of the Buyer shall only become part of the agreement if the Seller has explicitly consented to their applicability. The performance of this agreement shall not be interpreted as consent.
  • Any individual agreements entered into with the Buyer in individual cases (including additional agreements, addendums and amendments) shall prevail over these GTC. Unless proven otherwise, confirmation in text form by the Seller shall be prevalent for the content of such agreements.
  • The information and images contained in brochures, catalogues or other information documents are approximate values as commonly used within the industry, unless the Seller has explicitly stated that they should be binding.


2.Conclusion of agreement

  • Offers presented by the Seller are non-binding.
  • The Seller shall be deemed to have consented to the conclusion of an agreement if the Seller has explicitly stated this fact or the purchased item has been dispatched without issuing a declaration of intent.
  • The purchase agreement can be withdrawn subject to the condition precedent that Mercedes-Benz fails to provide the transfer information. In such case, the purchase agreement shall be deemed not to have been concluded at all. The Seller is not obliged to provide replacement vehicles and does not assume any guarantee for Mercedes-Benz issuing transfer information.
  • Additional agreements or assurances issued by the Seller shall become legally binding once confirmed in text form.


3.Purchase price, payment options, payment terms

  • Unless otherwise agreed in text form, the prices in euros that have been individually agreed in the purchase agreement plus VAT shall apply. Costs for dispatch, packaging, any other ancillary costs and transport insurance requested by the Buyer shall be stated separately.
  • Unless otherwise agreed, the Buyer shall pay the Seller an individually agreed down payment upon conclusion of the agreement. If the down payment is not paid on time even after the Seller has sent a reminder, the Seller has the right to withdraw from the agreement and demand a contractual penalty in the amount of 15% of the gross price of the vehicle. This does not affect any further claims for damages.
  • The due date of the remaining purchase price shall also be individually agreed. Default interest is calculated at 9 percentage points above the respective annual base rate. If the remaining payment for the purchased item has not been received in the Seller’s account after 10 calendar days from the agreed due date, the Seller reserves the right to demand a contractual penalty in the amount of 15% of the gross price of the vehicle from the Buyer and withdraw from the agreement. This contractual penalty shall be deducted from the down payment already paid. This does not affect any further claims for damages.
  • The Seller may, at any time, including during the course of an ongoing business relationship, dispatch a delivery, in whole or part thereof, against payment in advance only. If the payments made by the Buyer are insufficient to redeem all liabilities, the oldest liability shall always be repaid first, even if the Buyer issues other instructions. In the event of interest and/or costs having been incurred, any payment made that is insufficient for redeeming the total liability shall – contrary to Sentence 1 – first be used to repay the oldest costs, then the oldest interest and last – in accordance with Sentence 1 – the main liability.
  • In the event of non-compliance with the payment conditions, default or other events that reduce the Buyer’s creditworthiness, the Seller may recall all receivables from the ongoing business relationship immediately.
  • If certain cost factors, particularly costs for wages, primary materials, energy or freight, change significantly by at least 5% after six months from the conclusion of the agreement but before delivery of the goods, the agreed price can be adjusted to a reasonable extent according to the impact of the material cost factors.
  • Regardless of No. 3.6, the purchase price for the vehicle, special accessories and handover costs plus VAT changes at the same ratio as the manufacturer’s list price until the date of delivery.
  • Any proofs and aids, such as films, stereotypes, tools and moulds remain the property of the Seller and are not released, even if part of their manufacturing costs are invoiced to the Buyer.
  • New graphics and films have to be produced for all amendments to the manufacturing specifications for the purchased item. If the Buyer amends the order issued, the Seller shall invoice the Buyer for any costs incurred due to this without further notice. This shall not apply if the manufacturing process has not yet commenced.
  • Production-related over or under deliveries are permissible within a tolerance of 10% of the total order volume. The total price shall change accordingly.


4.Delivery, delivery period, delayed acceptance, delayed delivery

  • The place of fulfilment is stated in the individual agreement. The Seller may provide partial services and deliveries within a reasonable extent.
  • The start of the delivery period stated by the Seller is based on the timely and proper fulfilment of the Buyer’s obligations. The right to appeal on the grounds of non-fulfilment of the agreement remains reserved. The right to dispatch correct and timely deliveries by the Seller’s own suppliers remains reserved. This shall only apply in the event of the non-delivery not falling within the Seller’s scope of responsibility, particularly when concluding a congruent hedging transaction.
  • If the purchased item is sent to the Buyer upon request of the Buyer, the risk of accidental destruction or deterioration of the purchased item is transferred to the Buyer upon dispatch of the purchased item to the Buyer. This applies regardless of the purchased item being dispatched from the place of fulfilment or the party carrying the freight costs. The same shall apply if the purchased item is sent to the Buyer directly from a supplier upon the Buyer’s request.
  • If collection on site (ex works in accordance with Incoterms 2020) is agreed, the risk of accidental destruction or deterioration of the purchased item is transferred to the Buyer once the Seller has informed the Buyer in text form about the purchased item being ready for collection. In the event of the Seller requiring additional information or relying on approvals, documents or other cooperation by the Buyer for the performance of the purchase agreement, the delivery period only starts once such information or documents have been received. If the Buyer fails to provide outstanding information or documents upon the Seller’s request and within the time stated, even after receiving a reminder, or delay the acceptance of the purchased item, the Seller may withdraw from the agreement and claim compensation for any damages incurred due to these circumstances.
  • In the event of the Seller’s delivery being delayed, the Buyer shall grant a reasonable period of grace in text form for subsequent delivery.
  • In cases of force majeure or unforeseeable events, such as delays caused by suppliers, industrial action, materials shortages, unforeseeable technical changes to the primary product, strikes, epidemics and pandemics, government instructions or new legislation in regions through which the purchased item passes during dispatch, the delivery period may be delayed according to the prevailing circumstances. This shall also apply if such events occur at a time when the affected contracting partner is delayed, unless the contracting partner has caused the delay with malicious intent or through gross negligence. The Seller shall notify the Buyer of such delays as soon as the Seller obtains knowledge thereof.
  • In cases of non-availability and/or the inability to provide the service due to circumstances becoming much more difficult or impossible, the Seller may withdraw from the agreement – without having to pay compensation – if the Seller notified the respective contracting partner immediately about the non-availability of the service owed and at the same time undertook to reimburse any consideration received from the contracting partner.
  • The Buyer may not commercially sell the goods in non-EU regions, unless the Seller has previously agreed in text form to do so, to ensure that the legal provisions and rights of third parties are complied with, including in the intended country of use. The Seller has not released the goods for sale and/or use in the USA and Canada. The Seller shall not assume any liability for violations of Sentence 1 or 2 and the Buyer holds the Seller harmless of all third-party claims related to such violations.


5.Proofs and samples

The Seller’s liability for any defects caused by the use of released samples for the manufacture of the product is waived upon release of the submitted proofs or approval samples by the Buyer and/or the Seller’s waiver of their submission.


6.Retention of title

  • The Seller retains the title to the purchased item until the full redemption of all receivables from the ongoing business relationship. The Buyer may not pledge the purchased item before its title is transferred to the Buyer.
  • The Buyer may sell on the purchased item during the proper course of business. In such case, the Buyer shall already at this point assign the receivables in the amount of the invoice for selling on the purchased item to the Seller. The Seller shall herewith accept this assignment but the Buyer is entitled to collect the receivables. If the Buyer fails to meet its payment obligations as agreed, the Seller reserves the right to collect the receivables directly.
  • When connecting, mixing or processing the purchased item, the Seller acquires co-ownership in the new item at the ratio of the invoice value of the purchased item to the other processed items at the time of their connection, mixing or processing.
  • The Seller shall undertake to release, upon request, the securities to which it is entitled insofar as the realisable value of its securities exceeds the receivable to be secured by more than 10%. The Seller shall have the right to choose the securities to be released.


7.Warranty and liability

Unless explicitly and otherwise agreed, the Buyer’s warranty claims are based on the legal provisions of purchasing law (Sections 433 et seqq. of the German Civil Code; Bürgerliches Gesetzbuch – BGB) with the following modifications:

  • Only the Seller’s own product specifications and descriptions shall be binding for the characteristics of the purchased item, but not, however, public praise and comments and other advertising by the Seller.
  • The Buyer shall inspect the goods delivered immediately upon receipt for deviations in quality and quantity with due diligence and notify the Seller (at its administration address in Überherrn) immediately and in writing about apparent defects. The same shall apply for hidden defects discovered at a later date as from the date of discovery. Failure to do so shall result in the exclusion of the enforcement of claims on the grounds of defective goods. The deadline shall be deemed to have been complied with if such notification has been sent on time. The Buyer shall carry the full burden of proof for all requirements of a claim, particularly for the defect in itself, for the time of discovery of the defect and for the timely dispatch of the complaint.
  • In the event of a defective delivery or service, the Seller shall be given the opportunity to inspect the reported defect, either at the place of delivery or its own head office; the Seller shall have the right to choose the location. The Seller shall carry out such inspection immediately if the contracting partner expresses an interest in sorting out the matter immediately. Goods reported as defective shall not be modified without the Seller’s consent. Any unauthorised modification shall result in the contracting partner losing its warranty claims.
  • The Seller may choose to rectify defects by either subsequently repairing the purchased item or delivering a replacement (subsequent fulfilment). If the Seller chooses to subsequently repair the purchased item, the Seller shall not carry the increase in costs incurred due to the purchased item having been moved from the place of fulfilment to another location, if such move does not correspond with the intended use of the purchased item. In deviation to this rule, in the case of vehicles, the Seller may choose to have defect rectification measures carried out by another professional workshop at its own cost if the vehicle is no longer operational due to a defect, at the time of breakdown is located more than 50 km from the Seller’s head office and the Seller has given its consent to rectify the defect – which must be given in all cases without fail – prior to engaging the professional workshop. In such case, the order form must include a note that the defect is being rectified for the Seller. The costs incurred from the rectification of defect shall be kept as low as possible and the measures to be implemented limited to the rectification of the defect. The processed parts shall be kept for a reasonable period, but at least three months, and provided to the Seller upon request.
  • The obligation to provide a warranty exclusively applies to parts and/or services installed and/or provided by the Seller. The obligation to rectify defect covers parts not originating from the Seller that were directly affected and/or damaged due to a material or design error. Other or further-reaching claims of the Buyer, particularly for the replacement of processing costs or installation and removal costs, are excluded. If the Seller has violated a material contractual obligation without malicious intent or gross negligence, the obligation to issue a replacement is limited to the typical damage incurred. In all other cases, the Seller shall not assume any liability in the event of slight negligence. This does not affect No. 7.7.
  • The warranty period is one year from delivery of the purchased item.
  • These limitations do not apply to claims on the grounds of injury to life, limb or health or the violation of a material contractual obligation whose fulfilment is crucial for the proper performance of the agreement and on whose compliance the contracting partner may regularly rely (material contractual obligation) nor to claims on the grounds of other damages caused by the user’s or the user’s vicarious agents’ malicious or grossly negligent violation of obligations.
  • Exclusions of liability in accordance with these General Terms and Conditions do not apply to claims in accordance with product liability law.
  • The Seller shall not assume any liability for the improper use of the purchased item.
  • Claims by the Buyer on the grounds of the costs required for the purpose of subsequent fulfilment, particularly costs for transport, trips, labour and materials, are excluded if the costs increase as a result of the purchased item delivered by the Seller being subsequently moved from the Buyer’s premises to another location, unless such move corresponds with its intended use. 
  • If the Buyer has approved series production on the basis of a draft or sample, complaints about defects that the Buyer could have discovered upon diligent inspection of the draft or sample are excluded.
  • The Seller is only obliged to subsequent fulfilment if the Buyer has paid part of the remuneration that is reasonable when taking the defect into consideration.
  • In the event of the subsequent fulfilment failing, the Buyer shall not be entitled to withdraw from the agreement if the contractual violation is only minor, and particularly if the defects are only minor.
  • If the Buyer demands for the agreement to be rescinded due to the unsuccessful subsequent fulfilment of a defect, the Buyer shall not be entitled to claim additional compensation for damages caused by the defect. Paragraph 8 remains unaffected.
  • If the Buyer claims compensation for damages caused by a defect after unsuccessful subsequent fulfilment, the goods shall remain with the Buyer if this is reasonable for the Buyer. Compensation for damages is limited to the difference between the purchase price and value of the defective goods. This shall not apply if the Seller has violated the agreement with malicious intent or gross negligence.
  • The Buyer shall undertake to notify the Seller of all defects or damage events immediately and in writing and in such detail that enables the Seller to easily support the Buyer with the rectification of the defect.
  • Goods may only be returned by prior arrangement.
  • Vehicles of the Seller are checked by the TÜV in accordance with EU standards. The Seller shall only ensure the fulfilment of different national type approval regulations outside of Germany in accordance with individual arrangements between the contracting parties.


8. Entrepreneurial recourse of the Buyer

If the Buyer claims against the Seller by way of entrepreneurial recourse in accordance with Sections 437 and 478 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and if the Seller, in turn, has claims against its own suppliers under these laws, the Seller shall at this point already assign such claims to the Buyer. The Buyer shall undertake to initially enforce the assigned claim against the Seller’s supplier until a legally binding court ruling has been obtained. The Seller may only be claimed against if the claim against the Seller’s supplier cannot be enforced or executed. Whilst the Buyer enforces the claim against the Seller’s supplier, the statute of limitation of the Buyer’s claim against the Seller shall be suspended.


9. Offsetting and right of retention


  • The Buyer shall only have the right to offset claims if its counter-claim has been found to be legally valid before a court or has not been disputed or acknowledged by the Seller or has a synallagmatic relationship to the Seller’s receivable.
  • The Buyer may only exercise its right of retention if its counter-claim is based on the same contractual relationship.


10. Guarantee

  • The Seller shall only grant its own guarantee after explicitly confirming this in text form and in accordance with the modalities stated in such confirmation.
  • This shall not affect any guarantees of the Seller’s supplier or manufacturer of the sold item granted by these parties to the Buyer, which the Buyer can only enforce directly against the Seller’s supplier and/or manufacturer.


11. Violation of property rights

The Buyer shall hold the Seller harmless of any claims arising from the potential violation of third-party property rights during the manufacture of the goods in accordance with drawings, samples or other information provided by the Buyer.


12. Final provisions

12.1. All agreements between the Seller and Buyer are exclusively governed by German law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.2. The place of jurisdiction for all disputes arising from or in connection with agreements between the Seller and Buyer is Saarbrücken, Germany.

12.3. Any amendments to these GTC shall be placed in writing to become effective. Amendments to this written form requirement shall also be placed in writing to become effective.

12.4. Should individual provisions of this agreement be or become invalid, in whole or part thereof, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective provision shall be replaced with a provision that comes closest in meaning to the economic success intended by the ineffective provision. Should a provision of these General Terms and Conditions be ineffective, the respective legal provisions shall apply.