Vendor and contracting partner
Your contracting partner for all orders made through our website is:
Autodoc AG
Josef-Orlopp-Straße 55
10365 Berlin
E-mail
[email protected]
Website
www.autodoc.co.uk
Management Board
Dmitri Zadorojnii (CEO) & Lennart Schmidt (CFO) Chairman of the Supervisory Board: Alexey
Kletenkov
VAT ID
DE260634589
Commercial Register
Local Court of Berlin (Charlottenburg), HRB 247677 B
1. General Terms
- Ridex GmbH, Josef-Orlopp-Straße 55, 10365 Berlin, Germany ("Ridex"), a subsidiary of AUTODOC SE, provides the B2B online platform under ridex.eu together with all services, websites and (mobile) applications ("Ridex Platform").
- These Ridex General Terms and Conditions ("GTC") govern the use of the Ridex Platform, including registration and the opening of an Account (see Section 2 below).
- AUTODOC SE, Josef-Orlopp-Straße 55, 10365 Berlin, Germany ("AUTODOC") distributes, inter alia, automotive spare parts of the private label brand "Ridex" (the "Products") via the Ridex Platform.
- These GTC govern the sales relationship between AUTODOC and the Customer (the "Purchase Relationship"), including all individual purchase contracts concluded via the Ridex Platform (each, an "Individual Purchase Contract").
- The Ridex Platform is intended exclusively for business customers, i.e., registered partnerships, private or public corporations, and legal entities under public law ("Customer", together with Ridex also the "Parties" or individually a "Party").
- These GTC constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof. Any conflicting or supplementary terms and conditions of the Customer shall not apply unless Ridex expressly accepts them in writing.
- Any individual agreements between the Parties, including separate distribution, reseller, or framework agreements, shall prevail over these GTC to the extent of any inconsistency.
- These GTC can be accessed and printed out or downloaded at any time at en.ridex.eu/page/general-terms-and-conditions-of-sale.
2. Registration; Account (Agreement); Termination
- The use of the Ridex Platform requires prior registration and the opening of a customer account ("Account"). Only Customers who are business customers with a valid intra-community VAT number (where applicable) who have passed on the required compliance checks, and who have unlimited legal capacity, and all the necessary rights may apply to register. Customers may not register more than once. There is no entitlement to registration or participation in the Ridex Platform.
- In order to register, the Customer must provide information about the company (e.g., company name, phone number, email address, business type, the relevant trade register number and the intra-Community VAT number, number of employees and average monthly turnover), the shipping and billing address, and a contact person from the company. Before submitting the verification form, the Customer can review and correct the information entered by going back into the browser and changing the relevant data.
- Ridex reserves the right to request further information or documentation during the verification process to confirm the Customer's business status. Ridex may condition the completion of the registration on the conclusion of a separate individual agreement (e.g., a distribution agreement). Ridex reserves the right to re-evaluate the Customer’s status at any time; if Ridex determines the Customer is acting as a distributor or wholesaler without the required separate agreement, Ridex may suspend the Account until such agreement is executed.
- Following successful verification and approval at Ridex’s sole discretion of the Customer, Ridex will send the Customer a welcome email which will complete the registration and conclude the account agreement ("Account Agreement").
- The Customer is responsible for the accuracy and completeness of the information the Customer provides and agrees to notify Ridex immediately, and without undue delay, of any future changes to the information the Customer provides in connection with the registration. In the event of a change in the Customer’s legal form, ownership, addresses, or business type, Ridex reserves the right to terminate the Account Agreement immediately or require a new verification process and the conclusion of a new Account Agreement.
- Under no circumstances is the Customer permitted to pass on their access data and password to third parties. If third parties nevertheless gain access to the Account or if the Customer has (other) indications of misuse of their Account, the Customer must inform Ridex immediately and change their access data.
- The Account Agreement is concluded for an indefinite period. The Customer may terminate the Account Agreement at any time without notice. Ridex may terminate the Account Agreement at any time with two weeks' notice. The right to terminate the Account Agreement without notice for good cause remains unaffected. In particular, Ridex may terminate the Account Agreement without notice if: (i) the Customer provides inaccurate or incomplete information when registering or fails to update such information; (ii) the Customer undergoes a change in business status that requires a separate agreement which the Customer refuses to sign; (iii) the Customer repeatedly breaches other contractual obligations and does not cease to breach these obligations even after Ridex has requested the Customer to do so; or (iv) the Customer violates applicable export control or sanctions regulations, specifically regarding re-exports to the Russian Federation or Belarus .
- If Ridex has terminated the Account Agreement, the Customer may not register again or create a new Account, even under a different name or designation. Any termination must be made in writing but may be transmitted by email. Upon termination of the Account Agreement, the Account and the information herein will be deleted, unless and to the extent Ridex is permitted or required by law to retain the information. For further details on the processing of personal data see the Privacy Policy.
3. Purchase Agreements with AUTODOC
- On the Ridex Platform, the company AUTODOC SE, Josef-Orlopp-Straße 55, 10365 Berlin, Germany ("AUTODOC"), which is affiliated with Ridex within the meaning of Section 15 of the German Stock Corporation Act (AktG), offers registered Customers spare parts, accessories, and other products for cars, trucks, and motorcycles.
- Any purchase, supply, or framework agreements concluded via the Ridex Platform are exclusively entered into between the Customer and AUTODOC.
- Ridex only operates the Ridex Platform and provides its infrastructure, including the Accounts. Ridex does not offer or sell products on the Ridex Platform and does not become a contractual partner in Purchase Agreements between the Customer and AUTODOC. Ridex is not liable for Purchase Agreements. In particular, Ridex and AUTODOC are not jointly and severally liable.
- The registration on the Ridex Platform and the conclusion of an Account Agreement with Ridex do not constitute a claim of the Customer to the (subsequent) conclusion of a Purchase Agreement with AUTODOC or other companies.
4. Conclusion of the Purchase Agreement
- The placement of the products and services on the Platform does not constitute a binding offer to conclude a contract. By clicking on the “Buy now” button in the basket, a binding offer to conclude a purchase contract is made (“Purchase Contract”). Once the dispatch confirmation has been sent by email, the order can no longer be modified. AUTODOC will confirm receipt of the order by email. The order confirmation email is not yet the acceptance of the offer.
- The Purchase Contract is only concluded upon dispatch confirmation, which is sent with a separate email. The Purchase Contract concluded in this way relates only to the products confirmed in the dispatch confirmation. To the extent that the order contains additional products, they are not covered by the contract and there is no obligation to deliver such products to the Customer until the dispatch of the relevant products has been confirmed in a separate dispatch confirmation.
- All prices quoted on the Platform are in euros (EUR) and are net amounts. Where applicable, value-added tax (VAT) is shown separately. Except where a specific agreement has been reached, prices are considered to be inclusive of packaging. Unless otherwise agreed, the Customer shall cover any additional insurance, shipping and express consignment costs, and any other taxes and levies.
- In the case of a Purchase Contract between the Parties, the total amount payable, including shipping costs, shall be due immediately, unless otherwise agreed in writing. The Customer agrees to receive invoices exclusively in electronic form.
- Upon receipt of the full payment, unless otherwise agreed, AUTODOC will prepare and dispatch/deliver the order and notify the Customer by email. If the customer fails to pay the amount due within the payment period, AUTODOC is entitled to withdraw from the Purchase Contract.
- Delivery of goods is made to the delivery address specified in the registration process. Any times or dates of the delivery/dispatch which AUTODOC indicates for supplies and services are only approximate..
5. Availability
- Ridex does not assume any guarantee for the correctness or real-time accuracy of data entered into its system by others.
- Ridex aims to maintain an average monthly platform availability of 97%, excluding scheduled maintenance periods. However, access to specific features may be temporarily interrupted due to essential maintenance work or system upgrades.
- Ridex is not liable for delays or failures in performance resulting from events beyond its reasonable control (force majeure). Such events include, but are not limited to, unforeseeable circumstances that neither Party could have prevented or influenced, including lawful strikes (also at third-party firms), government actions, disruptions or outages in external communication infrastructures or internet gateways, failures attributable to network operators, cyber-attacks, and other technical issues. This exemption also applies where such conditions arise at subcontractors, their suppliers, or authorized infrastructure operators (e.g., sub-node data centers). Customers shall not be entitled to claims based on service interruptions for which Ridex bears no responsibility.
- The Customer acknowledges that temporary interruptions or outages of the Ridex Platform may occur due to maintenance, updates, or circumstances beyond AUTODOC’s reasonable control. Such outages shall not affect the validity of any Individual Purchase Contracts already concluded, nor shall they give rise to any liability of AUTODOC. This shall not apply in cases of intent, gross negligence, injury to life, body or health, or mandatory statutory liability.
6. Warranty for Defects
- The statutory provisions apply to the Customer’s rights in the event of material and legal defects, unless otherwise provided in this Section. AUTODOC shall not provide any warranty for used products unless expressly agreed otherwise.
- The Customer shall inspect the goods without undue delay after delivery and notify AUTODOC of any apparent defects in writing without undue delay, but no later than seven (7) working days after delivery. Hidden defects must be notified without undue delay after discovery, but no later than three (3) working days after detection. Sections 377 and 381 German Commercial Code (Handelsgesetzbuch – HGB) shall apply.
- However, if the previously-mentioned defect could have been identified by the Customer through normal use of the goods at an earlier date than the actual date of discovery, that earlier date shall be deemed relevant for the commencement of the aforementioned period of notice. If the Customer fails to conduct the proper and timely inspection and/or fails to report defects, then unless AUTODOC has fraudulently concealed the defect, AUTODOC’s warranty obligation and any other liability for the defect concerned are ruled out.
- Claims for defects shall not exist in the case of insignificant deviation from the agreed-upon quality, insignificant impairment of usability, normal wear and tear, or damage arising after the transfer of risk as a result of incorrect or negligent handling, improper use, lack of maintenance, incorrect assembly (in particular, if the part ordered is clearly the wrong part), failure to follow the instructions for use, or special external influences which are not assumed under the contract. If repair or modifications are carried out by the Customer or third parties, no claims for defects shall exist to the extent the defect results therefrom.
- If the Customer has claims against AUTODOC due to the defective nature of goods, the Customer is entitled to assert their right to the elimination of defects or to the delivery of goods free of defects (“Subsequent Performance”). The Customer shall grant AUTODOC a reasonable period and the opportunity to carry out the Subsequent Performance. AUTODOC’s statutory right to refuse Subsequent Performance remains unaffected.
- If Subsequent Performance fails, is impossible, or is refused in accordance with statutory provisions, the Customer may reduce the purchase price or withdraw from the Purchase Contract, provided the defect is not insignificant.
- Claims for expenses necessarily incurred for the purposes of Subsequent Performance, in particular shipping costs, transport costs, labour, and material costs shall be ruled out if the expenditure has increased because the goods delivered by AUTODOC were subsequently taken to a location other than the Customer's place of business, unless they were taken for purposes commensurate with their intended use. AUTODOC will not bear the costs of removal and installation if the installation occurred after the defect became apparent.
- AUTODOC is not obliged to furnish certificates, credentials, or other documents unless expressly agreed. AUTODOC is not responsible for obligations associated with placing the goods on the market.
- Any guarantee by AUTODOC must be expressly designated as such in writing. Product descriptions, catalogues, brochures, and other general information do not constitute guarantees. Any manufacturer guarantee is independent from AUTODOC’s warranty obligations and shall be governed exclusively by the respective manufacturer’s guarantee conditions.
7. Limitation of Liability
- Unless otherwise specified in these GTC, Ridex shall be liable for a breach of contractual and non-contractual duties as provided for by statute.
- Ridex is fully liable for any losses resulting from intentional or grossly negligent breach of duty on Ridex's part or by any of Ridex 's legal representatives or vicarious agents.
- In the event of a negligent breach of duty on Ridex's part or by one of Ridex's legal representatives or vicarious agents, Ridex shall only be liable for losses arising from injury to life, limb, or health, or from a breach of material contractual duties. Material contractual duties are those that are material to the proper performance of the contract, and on whose fulfilment the Customer generally relies or is entitled to rely. In this case, however, the amount of Ridex's liability is limited to losses which are typical of this type of contract and which were foreseeable at the time the contract was concluded.
- The liability limitations arising from clause 7.3 do not apply where Ridex has maliciously failed to disclose a defect or where Ridex has assumed a guarantee respect of the attributes of the service or a procurement risk. This shall have no effect on mandatory liability under the German Product Liability Act (Produkthaftungsgesetz).
- Where Ridex's liability is excluded or limited under the above provisions, this also applies to the personal liability of Ridex's directors and officers, legal representatives, employees, staff and other vicarious agents.
8. Know Your Customer and Business Partner Due Diligence
- Customers shall comply with all Know Your Customer (KYC), anti-money laundering, sanctions screening, and business partner due diligence requirements imposed by applicable law or reasonably requested by Ridex or AUTODOC.
- Customers shall provide accurate, complete, and up-to-date information and documentation upon request, including corporate registration documents, proof of address, ownership information, identification documents, and source-of-funds information.
- Ridex and/or AUTODOC may verify such information through third-party service providers and may suspend Accounts, reject Orders, or terminate contractual relationships where compliance requirements are not satisfied.
9. Confidentiality
- The Customer must keep confidential all confidential information of Ridex and Ridex 's affiliates within the meaning of Section 15 German Stock Corporation Act (AktG), which the Customer becomes aware of in connection with the performance of the Account Agreement, and use it solely for its purposes. Such information may only be disclosed on a strict "need-to-know" basis to employees and external consultants who are bound by law or contract to maintain confidentiality - to the extent permitted by law, even after they have left the Customer's company - or with Ridex's prior express written consent. Confidential information includes trade secrets and all other information of an economic, legal, financial, technical or fiscal nature relating to our business activities, customers or employees which is designated as such or which by its nature is to be regarded as confidential, regardless of whether and how it is documented or embodied ("Confidential Information").
- Confidential Information does not include information that (i) is or becomes available in the public domain (without result of a breach by the Customer); (ii) was already lawfully in the known to the Customer; and/or (iii) was received from a third party who was entitled to disclose such information without restriction. The Customer bears the burden of proof for these exceptions .
- The Customer may disclose Confidential Information to an authority if required to do so by applicable law. The disclosure must be kept to a minimum and, where legally permitted, the Customer must notify Ridex promptly prior to disclosure.
- Upon termination of the Account Agreement, the Customer must promptly return or destroy all Confidential Information upon Ridex 's request. This does not apply to the extent that statutory retention obligations apply.
- Without Ridex's prior express written consent, the Customer may not mention or refer to Ridex or the business relationship.
- These obligations remain in effect for five years after the Account Agreement terminates.
10. (Not) permitted use of the Ridex Platform
- Customers may only use the Ridex Platform for the purpose described herein and in accordance with these GTC. Without prior written permission of Ridex, the contents of the Ridex Platform may not be extracted, reused, or linked to, in whole or in part. Using data mining, robots, scraping, or similar data collection technologies is prohibited. Infringements may be prosecuted. Any activities aimed at compromising the Ridex Platform or placing an unreasonable strain on its infrastructure are prohibited.
11. Compliance with Laws; Code of Conduct
- Customers shall comply with all applicable laws and regulations relevant to the contractual relationship, including anti-corruption, anti-money laundering, sanctions, export control, competition, environmental, supply chain, human rights, employment, and data protection laws.
- Customers shall ensure that their employees, subcontractors, and business partners involved in transactions under these GTC comply with equivalent obligations.
- AUTODOC may request information regarding end customers or end users where necessary for sanctions screening, export control, or compliance purposes.
- Any material breach of this clause entitles AUTODOC and/or Ridex to suspend services, reject Orders, or terminate contractual relationships with immediate effect.
12. Amendments
- To the extent reasonable and without additional costs, Ridex may modify the Ridex Platform to adapt it to technical developments, changes in Customer numbers, or usage behavior, taking into account Ridex's legitimate interests.
- Ridex may offer changes to these GTC with notice of at least 14 days ("Change Offer") via a durable medium (e.g., email). If the Customer does not agree to the Change Offer, they may terminate the Account Agreement before the proposed effective date. Otherwise, the Change Offer is deemed accepted. Ridex will inform the Customer of this termination option and deadline in the Change Offer.
13. Exercise of rights by third party, contract Transfer
- Ridex may use affiliated companies to exercise its rights and fulfill its obligations under the Account Agreement. Ridex may fully or partially transfer its rights and obligations under the Account Agreement to a third party with four weeks' prior notice. In this case, the Customer may terminate the Account Agreement.
14. Governing Law; Jurisdiction; Final provisions
- The Account Agreement, including these GTC, are in their application and interpretation exclusively subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- The exclusive place of jurisdiction for all disputes arising from and in connection with the business relationship between Ridex and the Customer shall be Berlin, Germany.
- Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The Parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.