General Terms and Conditions
of Weerth-Handling-Systeme GmbH, Baindter Straße 25, D-88255 Baienfurt
- These General Terms and Conditions of Delivery apply only to companies within the meaning of § 14 BGB.
- We provide all our deliveries and services exclusively subject to these General Terms of Delivery. We do not recognise any conflicting or deviating conditions of the customer unless we have expressly agreed to their validity.
Quotation and order
- Our quotations are subject to change and non-binding, unless they are expressly designated as a binding offer.
- Our written order confirmation is authoritative for the order, which can also be made by sending an invoice with the goods. If the customer has objections to the contents of the order confirmation, he must object to the order confirmation immediately. Otherwise the contract shall be concluded in accordance with the order confirmation.
Content of contract
- Without express agreement we do not assume any guarantee. Even in the case of generic debts, we do not assume any procurement risk without express agreement.
- We reserve the right to make technical changes which are insignificant, serve the purpose of improvement or do not exceed the customary tolerances. This does not apply if certain properties are expressly guaranteed.
Prices and payment
- The prices stated in the order confirmation are decisive. Unless otherwise agreed, our prices are ex works and do not include packaging, freight, insurance, customs duties and VAT.
- If more than four months elapse between the conclusion of the contract and the execution of the order and if cost increases unforeseeable by us occur, e.g. due to an increase in wage or material costs or the introduction or substantial increase in taxes or customs duties, we shall be entitled to adjust the prices within the scope of the changed circumstances and without calculating an additional profit.
- Unless otherwise agreed, our invoices are payable immediately, strictly net.
- If the customer defaults on payment, we shall be entitled to demand interest on arrears at a rate of 8% above the base interest rate.
- Bills of exchange and cheques will only be accepted on account of payment on the basis of express agreement, but in no case in lieu of payment. Any expenses and costs incurred thereby shall be borne by the customer.
- The customer may only set off against a counterclaim that is undisputed or has been legally established. The customer may only assert a right of retention if it is based on the same contractual relationship.
- Indicated shipping times are non-binding and are only approximate, unless they have been bindingly agreed. Even then they are not fixed dates, unless such dates have been expressly agreed upon. Shipping times do not begin to run until all technical questions have been clarified.
- The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery, in the case of shipment upon delivery of the goods to the transport person.
- If we select the shipping method, route or shipping person, we shall only be liable for gross negligence in the selection concerned.
- We are entitled to make partial deliveries to a reasonable extent and to invoice these separately.
- The customer may only withdraw from the contract due to exceeding delivery deadlines if he has previously set us a reasonable grace period with the threat of refusal and the delivery has not been made within the grace period. This does not apply if a period of grace is dispensable according to § 323 para. 2 BGB.
- If we are in default of delivery, we shall be liable for the damage caused by the delay to the customer in the event of gross negligence. In the case of simple negligence, our liability for damages caused by delay is limited to compensation for each completed week of delay of 0.5 % each, but not more than a total of 5 % of the price of that part of the deliveries which could not be used for the intended purpose due to the delay. In addition, we shall only be liable for damages caused by delay in the case of simple negligence from the time when a reasonable grace period set by the customer has expired.
Retention of title
- We reserve title to all goods delivered by us until all claims arising from the entire business relationship have been paid in full. The claims also include cheque and bill of exchange receivables as well as receivables from current accounts. If a liability from bills of exchange is established for us in connection with the payment, the reservation of title shall not expire until our claim from the bill of exchange is excluded.
- The taking back of the delivery item by us does not constitute withdrawal from the contract, unless we have expressly declared this.
- The customer is entitled to dispose of the delivery item within the scope of a proper course of business, subject to the revocation permitted for good cause. In the event of resale, the customer hereby assigns to us all claims from the resale, in particular payment claims but also other claims in connection with the sale, in the amount of the final invoice amount (including VAT). This applies regardless of whether the delivery item has been resold without or after processing. The customer shall be entitled to collect the assigned claims on a fiduciary basis until we revoke this right for an important reason. For good cause, we are entitled to notify the third-party debtors of the assignment of claims, also on behalf of the customer. The customer’s authority to collect the claims shall expire upon notification of the assignment to the third-party debtor. In the event of revocation of the right to collect, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
- Processing and transformation of the delivery item by the customer is always carried out for us. We shall be deemed to be the manufacturer within the meaning of § 950 BGB without any further obligation. If the delivery item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the value of the other processed items at the time of processing. The same applies to the object resulting from processing as to the object delivered under reservation.
- If the delivery item is mixed or blended with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the final invoice amount of the delivery item to the value of the other mixed or blended items at the time of mixing or blending. If the mixing or blending is carried out in such a way that the customer’s item is to be regarded as the main item, it is deemed to be agreed that the customer transfers proportional co-ownership to us. The customer shall hold the sole ownership or co-ownership in safekeeping for us.
- We undertake to release the securities to which we are entitled at our discretion at the request of the customer to the extent that their realisable value exceeds the claims to be secured by more than 20%.
Defects of quality
- The customer is obliged to inspect each delivery immediately upon receipt or receipt and to notify us immediately in writing of any visible defects. Hidden defects must be notified in writing immediately after their discovery. Otherwise the delivery shall be deemed approved.
- Unless otherwise agreed in writing in individual cases, we do not guarantee the quality of the item or its durability. Any use presupposed in accordance with the contract shall only be considered if a written agreement has been made in this respect.
- Insofar as there is a defect for which we are responsible, we shall be entitled to subsequent performance by either eliminating the defect or delivering a defect-free item at our discretion. If we refuse subsequent performance, if it has failed or is unacceptable to the customer, the customer may, at his discretion, withdraw from the contract or demand a reduction in price.
- The customer’s claims for defects become statute-barred 12 months after delivery or provision of services. This does not apply insofar as the law for buildings and objects for buildings prescribes longer periods in the case of fraudulent intent and recourse by the contractor.
- We are not liable for intent and gross negligence. We shall only be liable for simple negligence if it concerns the violation of essential contractual obligations which result from the nature of the contract or whose violation endangers the achievement of the purpose of the contract. In this case, too, damages shall be limited to the foreseeable damage typical for the contract. In all other cases of simple negligence, claims for damages by the customer, regardless of the legal basis, are excluded.
- The above limitation of liability shall not apply to claims arising from the Product Liability Act, in the event of injury to life, body or health.
- In addition, the limitation of liability shall not apply to claims for damages due to material defects if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the item. The provision under 7.4 shall apply accordingly to the limitation of claims for damages due to material defects.
Place of jurisdiction, place of performance and applicable law
- The place of performance for both parties for delivery and payment is the registered office of our company.
- The place of jurisdiction for all legal disputes arising from the contractual relationship as well as from its creation and its effectiveness is, for both parties, the registered office of our company for merchants. At our discretion, we may also bring an action at the customer’s registered office.
- The contractual relationship is subject exclusively to German law. International sales law (CISG) is not applicable.
Status: 07.02.2020, D-88276 Berg-Weiler