Are basic obligations legally enforceable

Sales contract law: rights and obligations

In our last post we took a closer look at the basics and legal components of a sales contract. But such a contract is even more complex and also regulates the rights and obligations of the buyer and seller, the types of defects and of course the guarantee, warranty and statute of limitations. We will deal with precisely these topics in the following article.

Rights and obligations of the contractual partners

According to § 437 BGB, the buyer has rights if the seller does not fulfill his obligations. This includes the right to supplementary performance (§§ 437, 439 BGB), withdrawal or reduction (§ 437 No. 2 BGB), compensation (cf. 437 No. 3 BGB) and reimbursement of expenses.

When buying something, there can always be defects, which can also be the case in fleet management. Using the example of a material defect when buying a new car, Lutz D. Fischer explains the buyer's rights in the event of a material defect.

It is important to know that only if the subsequent performance (exchange, repair) does not take place on the part of the seller, the buyer has the right to withdraw, a reduction in price or, if necessary, compensation (instead of performance).

Unfortunately, there is the assumption that the buyer can immediately withdraw from the purchase or claim compensation if there is a defect, but this is not the case. This is only the right of the buyer if the first stage (supplementary performance) has failed (Section 440 BGB), for example because the seller refuses or deadlines have passed. In the first stage, the seller must be given the chance to rectify the damage.

Buyer and Seller Obligations

  • Timely acceptance of the delivered goods (à default of acceptance)
  • Timely payment of the goods (à delay in payment)
  • Defect-free delivery of the goods according to the terms of the contract (à delivery delay)
  • Transfer of ownership of the goods on which the contract is based (à defective delivery)

Rights of the buyer according to § 437 BGB

Without grace period (overriding right)With grace period (subordinate right)
  • Supplementary performance
  • Compensation in addition to the performance
  • Cancellation of the contract
  • reduction
  • Compensation in addition to the performance
  • Compensation instead of performance
  • Compensation for wasted expenses

Deficiency types

From a legal point of view, it is a defect if there is a deviation between the actual and the target quality of an asset as agreed in the purchase contract. A distinction must be made between two general types of deficiency: material deficiency and deficiency in law.

Material defectLegal deficiency
  • Defects of condition
    • Faulty goods
    • Goods do not correspond to the advertising message
  • Assembly defects
    • Assembly error
    • Inadequate assembly instructions
  • Wrong delivery (defect of the kind)
  • Short delivery (lack of quantity)
  • The seller is not the owner
  • Goods are encumbered with a lien

In addition to the types of defects relating to the item itself, defects in legal transactions, i.e. the purchase contract itself, are also possible:

Deficiency in the act of origin of the legal transactionDeficiency in the process
  • Lack of legal capacity according to Section 108 (2) BGB
  • Defect in form § 125 BGB
  • Illegality or immorality §§ 105 Abs. 2, 117, 118, 134, 138 BGB
  • Initial impossibility § 311 BGB
  • Default
  • Guarantee
  • subsequent impossibility § 275 BGB

Deficiency types in fleet management

As in any other business area, deficiencies can also arise in fleet management, because purchase contracts are often concluded here too. The following table provides an overview of typical or possible deficiencies in fleet management:

Material defectExample: The desired company vehicle was delivered in the wrong color.
Legal deficiencyExample: The company vehicle cannot be sold because it is owned by the leasing company. (Depending on the leasing contract.)
Defects in the act of creationExample: The purchase contract for a new warehouse for the company fleet contains formal defects (e.g. it was not made in writing).
Defects in the executionExample: Due to an accident during the transfer of the vehicle, this can no longer be made available (subsequent impossibility).

Guarantee, warranty and statute of limitations

In the event of defects, the buyer has the right to a warranty at the beginning. The guarantee is regulated in Paragraphs 437ff BGB and is therefore a legal obligation of the debtor. The guarantee, on the other hand, is a voluntary service by the seller and represents a voluntary promise of durability or functionality. The term guarantee is defined in Section 443 of the German Civil Code. Our guest author Dr. Katja Löhr-Müller in her contribution.

The limitation periods of a sales contract are regulated in Paragraph 438 of the German Civil Code (BGB). The sales contract itself is not subject to the statute of limitations, it rather relates to the statutory warranty rights of the buyer.

“(1) The claims referred to in § 437 No. 1 and 3 become statute-barred

  1. in 30 years if the shortage
  2. a) in a real right of a third party, on the basis of which the surrender of the object of sale can be demanded, or
  3. b) in any other right that is entered in the land register,


  1. in five years
  2. a) for a structure and
  3. b) in the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness, and
  4. Incidentally, in two years. "

After the statute of limitations has commenced, the debtor is legally entitled to refuse performance (Section 214 (1) BGB). The buyer's claim to warranty rights does not expire after the limitation period, it is just no longer legally enforceable. An extension of the limitation period is possible if there is a suspension within the period. Inhibitions can be, for example, negotiations about the rights of defects.

claimLimitation periodStart of the period

Warranty claims from a sales contract (exception see below) § 438 BGB

2 yearsFrom handover of the thing

Warranty rights from a contract for work (exception see below) § 634a BGB

2 yearsAcceptance of the work

Regular statute of limitations (e.g. purchase price claim, work wage claim)
§ 195, 199 BGB

3 yearsAt the end of the year of origin and if the creditor is aware of the claim and the debtor

Warranty rights from the creation of intangible work results (software)
§ 195, 199 BGB

3 yearsAt the end of the year of origin and if the creditor is aware of the claim and the debtor
Fraudulent concealment of a defect in the work by the manufacturer3 yearsAt the end of the year of origin and if the creditor is aware of the claim and the debtor
Fraudulent concealment of a defect in the purchased item by the seller3 yearsAt the end of the year of origin and if the creditor is aware of the claim and the debtor
Warranty rights in the case of a purchase contract for a building or objects that were used for a building5 yearsHandover of the thing

Warranty rights from the production of a structure or work on the structure
§ 634a BGB

5 yearsAcceptance of the work

Titled claims and equivalent claims (e.g. judgments, claims from enforceable documents, enforcement notices)
Section 197 BGB

30 yearsLegal force

Claims for damages, e.g. B. due to injury to life, body, etc.
§ 199 BGB

30 yearsCommitting the act


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