General Terms and Conditions
  • Hella Gutmann Solutions GmbH 2013
I. General information
  1. Our deliveries, services and offers are subject to the following Terms and Conditions (Terms). These Terms are deemed accepted at latest when the goods are accepted and/or services are performed.
  2. Moreover, these Terms apply to future business relations, even if they are not expressly agreed once more.
  3. Differing, conflicting or additional terms, even if known to the parties, do not become binding, unless they are expressly agreed in writing
II. Offer, conclusion of contract
  1. Our offers are non-binding and contain no commercial obligations. Our information regarding the goods or service (such as colour, weight, measurements, values in use, tolerances and technical specifications) and our representations of the same (such as, drawings and illustrations) only provide approximations, unless the information must be exact to allow the object or service to be used for its contractually intended purpose. They do not constitute guaranteed features; rather they describe and define the delivery or performance. Deviations customary to the trade and deviations that occur due to law or those that provide technical improvements, and replacements of components by equivalent parts, as long as they do not affect the suitability of the object or service for the contractually intended purpose, are permitted.
  2. Unless it is expressly agreed, we offer no guarantee that our products contain certain features or qualities.
  3. We must confirm in writing statements of acceptance and all orders; otherwise they are not legally effective.
  4. The customer is responsible for verifying the usability of our goods.
  5. We will provide prompt confirmation of orders for goods that the Customer orders electronically. Acknowledgement of receipt does not constitute binding acceptance of that order. The acknowledgement of receipt may, however, be contained in the same document as the acceptance of the order. If the Customer requests, we will send these Terms by e-mail.
  6. The conclusion of any agreement is subject to correct and timely delivery by our suppliers. This only applies if we are not responsible for non-delivery in a legally actionable manner; in particular, we are not made responsible by virtue of congruent arrangements concluded with our supplier to cover shortages. The Customer will be promptly informed that performance will not be made. Payment will be refunded promptly.
  7. Transfer of rights and obligations derived from the contractual relationship requires the prior written consent of the contractual partner.
III. Delivery and performance
  1. Delivery dates are non-binding and apply subject to our internal supply delivery. Other provisions apply only if delivery dates have been agreed to and are fixed in writing.
  2. We shall not be liable if we are unable to deliver or if delivery is delayed due to acts of nature or other events that are foreseeable at the time the agreement is concluded (such as, operational interruptions of any kind, difficulties in obtaining materials or energy, transport delays, strikes, legal lockouts, labour shortages, shortages of energy or raw materials, difficulty in obtaining necessary regulatory approvals, regulatory measures or the failure of suppliers to deliver correctly and in a timely manner), when such acts or events were not caused by us. If such events significantly hinder or make delivery or performance impossible, and the hindrance is not of a temporary nature, we are entitled to rescind the agreement. If the hindrance is of a temporary nature, the delivery or performance date shall be extended by the duration of the hindrance plus a reasonable start-up period.
  3. We are only entitled to partial deliveries if these can be invoiced separately, if
    • the Customer can use the partial delivery in the context of the contractually intended use,
    • delivery of the remaining ordered goods is guaranteed and
    • the Customer does not incur any significant additional expenditure or costs, unless we agree to assume these costs.
  4. Relevant statutory provisions govern any delay in delivery. We are only liable for damages with respect to the standards provided under IX (Liability) below.
  5. If the Customer unduly delays its acceptance of the goods for more than two weeks after receiving notification of their readiness, we may rescind the agreement and claim damages after setting a grace period of an additional two weeks.
IV. Delivery and passing of risk
  1. Our delivery takes place at our warehouse. The Customer bears the expense and risk for shipping the ordered goods. We must exercise due discretion in deciding the route and manner of shipment. Any customer wishes hereto shall be taken into account insofar as possible.
  2. The risk of accidental destruction or accidental deterioration of goods is transferred to the customer upon transfer of the goods, or in the case of forwarding transactions, when the goods are delivered to the forwarding agent, the freight carrier or other person or organisation designated as responsible for carriage. The same provision applies if the parties have agreed to freight-free delivery.
  3. If shipment is delayed at the Customer's request, the goods shall be stored at the Customer's risk from the date the Customer is informed that they are ready. The Customer bears any cost incurred due to the delay (in particular, storage fees). The proof of higher or lower storage fees shall be done by the parties to the contract.
  4. If deliveries are insured for transport in the customer's favour, the insurance will be contracted for our customer and at our customer's expense. The customer must always submit complaints related to shipping damage directly to the shipping company within the required period of time.
  5. Transfer takes place nevertheless if the customer is in delay accepting the shipment.
V. Prices, payment
  1. The prices listed in the order confirmation apply; however if no such specification is made, the price list valid when the order was received applies. Our prices are, unless otherwise agreed, in Euro and ex-warehouse. The prices do not include the value added tax due at the statutory rate, as applicable. The Customer shall carry the cost of packaging, shipping and marine insurance. Additional supplies and services shall be invoiced separately.
  2. The invoice shall be paid pure net within 15 days of its receipt at no charge to us. The Customer is in default upon receiving our first notice or if no notice of default is received, 30 days after payment is due and the invoice is received as provided by § 286, Para. 3 of the German Civil Code (BGB). If the Customer defaults, we may charge default interest as provided by § 288 BGB. We reserve the right to claim further damages.
  3. The Customer may offset a counterclaim or withhold payments associated with such claims, if the counterclaim is undisputed or legally binding.
  4. Checks or bills of exchange shall be accepted. However, actual credit from such shall be accounted for only on the valuation date, on which we can have full access to the proceeds.
  5. We may condition outstanding deliveries or performance of services on advance payment or a bank security, if after the agreement is concluded, we become aware of circumstances which significantly reduce the creditworthiness of the Customer, and such reduction of creditworthiness may jeopardize customer payment of our outstanding receivables from the respective contractual relationship.
VI. Retention of title
  1. We retain ownership of goods until complete payment of all receivables from an ongoing business relationship.
  2. The customer is required to treat the goods carefully. If maintenance and inspection work are required, the customer must perform these tasks regularly at the customer's own expense.
  3. The Customer may not pledge or transfer ownership of the goods while we retain title. The Customer is obliged to promptly inform us regarding any third party encroachment in the goods, such as by lien or any damage to or destruction to the goods. The Customer must inform us promptly, if possession of the goods or its registered office changes.
  4. If the Customer acts in breach, we are entitled to rescind the agreement and demand the goods be returned, in particular in case of default in payment or the breach of a duty in the above items of this section.
  5. The Customer is entitled to resell the goods in the ordinary course of business. The Customer hereby assigns us all claims to the full amount of the invoice, which it obtains through the sale to a third party. We accept this assignment. After this assignment, the Customer remains authorised to collect the debt. We reserve the right however to collect the debt ourselves, if the Customer fails to properly meet its payment obligations, and becomes in default of payment. The Customer is obliged to give us requested information on the goods we own and the claims assigned to us. At our request, the Customer must immediately inform the debtors of the respective assignment. The Customer must inform us immediately regarding encroachments and claims of third parties, including all necessary information regarding the third party. At the same time, the Customer will inform the third parties that our retention of title has been extended. The Customer bears any costs from defending against such encroachments.
VII. Rights to documents and confidentiality
  1. We shall retain ownership rights and intellectual property rights to our drawings and other documents in all cases. They must not be made accessible to third parties.
VIII. Warranty
  1. Unless otherwise agreed in these business conditions or in a specific cases, liability for material defects shall be based on legal provisions.
  2. A concluded written purchase agreement, including these Terms, governs any warranty. A separate written agreement must be reached, if any other guarantee is to be legal binding.
  3. A warranty on parts subject to wear is only offered against obvious manufacturing defects. We provide no warranty against wear and tear due to normal use or against damages caused by improper use, storage or poor workmanship. Parts subject to wear are the batteries and rechargeable batteries, fuses, protective foils, protective rubber covers, filters, membranes, valves, illuminants, O2-sensors and fan mats.
  4. The warranty is void if the Customer modifies or allows third parties to modify the goods without our consent, thereby making removal of the defect unreasonable or impossible. In any case, the Customer bears any additional costs caused by the modification that are incurred in removing the defect.
  5. The delivered goods must be inspected thoroughly and immediately after they are delivered to the Customer or to the third party the Customer designates. Approval of the delivered goods is deemed to be given if we do not receive seven working days after delivery of the goods or otherwise within seven working days after discovery of the defect or any time earlier, in which the defect was recognised by the Customer during normal use of the goods without further inspection – in writing or by fax a complaint regarding obvious defects or other defects that were recognised when the Customer promptly and thoroughly inspected the goods. Upon our request defective goods have to  be returned to us with freight to be paid by us.
  6. The warranty period for purchases begins when risk is transferred (see IV. above), but at latest when the goods are received by the Customer. The warranty period is one year. This warranty period (one year) also applies if we repair defective goods under a separate service agreement according to §§ 631 ff. BGB. In this case, the warranty period begins when the Customer receives the repaired goods.
  7. If due and prompt notice of a defect is made, we may remove the defect through free replacement or repair (supplementary performance). If supplementary performance is impossible or it fails, or it is not achievable within a reasonable period, the Customer may demand a price reduction or the cancellation of the agreement. This also applies if we refuse supplementary performance due to disproportionately high costs. To determine if the costs for supplementary performance are disproportionate, particular attention is to be paid to the relationship between the value of the item purchased in a defect-free state and the costs that would be incurred for supplementary performance. The Customer shall bear any increase in costs caused by moving the goods after delivery to a location other than the commercial establishment of the Customer. The Customer shall bear any costs arising from unwarranted complaints.
  8. Claims for damages due to defective goods are limited to the provisions detailed in IX. (Liability) below.
  9. The Customer may only withhold payment because of defects if the defects are undisputed or found to be legally binding and only insofar as the amount withheld is reasonably proportionate to the defect.
  10. We do not provide any warranty for the sale of used goods.
IX. Liability
  1. Our liability for damages on any legal grounds, in particular impossibility, delay, defective or incorrect goods, breach of contract, breach of duties regarding our contract negotiations and tort offenses, insofar as fault is at issue, are restricted pursuant to this section IX.
  2. We are not liable for simple negligence of our executive officers, legal representatives, employees or other agents, unless a breach of material contractual obligations is concerned. Material contractual obligations are restricted to the obligation to make timely delivery, to deliver the goods free of essential defects, to fulfil advisory, protection and due care obligations that are required to enable the Customer to use the delivered goods, and to protect  life and limb of the Customer's personnel as well as its property from significant damage.
  3. If we are liable for damages pursuant to section IX. above, this liability is limited to damages that we saw as a possible consequences of a future breach of contract or should have been seen had we exercised the required duty of care. Indirect or consequential damages that result from defects in the delivered goods shall only be reimbursed insofar as such damages are a foreseeable result of using the delivered goods in a typical and proper manner.
  4. The above exclusions and limitations of liability apply in the same manner in favour of our executive officers, legal representatives, employees and other agents.
  5. If we provide technical information or advice that is not included in the contractual scope of service, such information or advice is provided free of charge and without warranty.
  6. The limitations expressed in this section IX. do not apply to the our liability for willful action, guaranteed features, injury to life, limb or health, or to liability under the Product Liability Act.
X. Privacy Policy
  1. The Customer agrees that its data may be stored for implementing and executing the contractual relationship and that technical data may be stored for performing data audits relevant to data security, statistical analysis and quality control. The technical data shall be stored separately from personal data and shared only with our contractors. We are obliged to treat all customer data that we receive confidentially. We may only disclose customer data if statutory provisions permit or require such disclosure or if the Customer has agreed.
XI. Final provisions
  1. The place of performance for all services derived from the contractual relationship is our relevant delivery warehouse and for payment our business headquarters.
  2. This contract shall be governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  3. All agreements must be in writing. This applies particularly to subsidiary agreements, representations of any kind and other modifications and additions to the agreement. This also applies to any waiver of this requirement of the written form.
  4. Court venue for all disputes arising from the legal relationship with the Customer is Freiburg. We are however authorised to bring suit at the headquarters of the Customer.
  5. If any provision of the agreement with the Customer, including these Terms, is or becomes completely or partially invalid, the validity of the remaining provisions shall not be affected thereby. The completely or partially invalid provision shall be replaced by a provision that best approximates the commercial intent of the invalid provision.
Hella Gutmann Solutions GmbH 2013

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    Legal Notice

    Hella Gutmann Solutions GmbH
    Am Krebsbach 2
    D-79241 Ihringen
    Phone: +49 (0) 7668 9900-0
    Fax no.: +49 (0) 7668 9900-39 99
    Tax number
    UST-ID DE 14 220 8666
    Handelsregister HRB 290194, Freiburg
    Managing director
    Rolf Kunold
    Concept, Design & Realisation
    Hella Gutmann Solutions GmbH

    Legal notes

    The Hella Gutmann Solutions GmbH ensures the continuous actualisation of the contents of this homepage. Despite all due care and attention, some data may however not be up to date any longer. Therefore, we cannot assume liability or warranty for the up-to-dateness, correctness and completeness of the information made accessible. Moreover, we reserve the right to make amendments or supplementations of the supplied information at any time.

    This exclusion of liability also refers to other web pages, to which a so-called hyperlink has been provided. The following applies in this case: The Hella Gutmann Solutions GmbH is not responsible for the content of those web pages, that can be accessed by the hyperlink. The content and the construction of this web page are protected by copyright. The reproduction of information or data, especially the usage of texts, parts of texts or pictorial material requires the prior written consent of the Hella Gutmann Solutions GmbH.

     General Terms and Conditions

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