General Terms and Conditions
of deliver of Weerth-Handling-Systeme GmbH, Bachstr. 10, D-88276 Berg-Weiler
1.1. These General Terms and Conditions of Delivery only apply to companies within the meaning of § 14 BGB (German Civil Code).
1.2. We shall provide all goods and services exclusively in accordance with these General Terms and Conditions of Delivery. We hereby reject all customers’ terms and conditions that deviate or differ from these T&C unless expressly acknowledged.
2. Offer and order
2.1. Our offers are subject to change and non-binding, unless expressly indicated as a binding offer.
2.2. Our written order confirmation is required for all orders. This may also be given by sending an invoice with the goods. If the customer has objections regarding the contents of the order confirmation, he must raise these immediately. Otherwise, the contract will be entered into in accordance with the order confirmation.
3. Subject matter of the contract
3.1. We accept no guarantee without express agreement. In the case of indeterminate obligations, we accept no procurement risk without express agreement.
3.2. We reserve the right to make technical changes that are non-material, that are used for improvement or do not exceed customary tolerances. This does not apply if specific characteristics have been expressly agreed.
4. Price and payment
4.1. The prices stated in the order confirmation have priority. Unless otherwise agreed, our prices are ex works and do not include packaging, freight, insurance, duty and VAT.
4.2. If a period of time of more than four months lapses between signing the contract and executing the order, and if unforeseeable cost increases occurs, e.g. due to an increase in wages or material costs or the introduction or significant rise in taxes or duties, we are entitled to adjust our prices in line with the change in circumstances and without calculating additional profit.
4.3. Our invoices are payable net on receipt, unless otherwise agreed.
4.4. If the customer falls into arrears, we are authorised to charge late interest in the amount of 8% above the base rate.
4.5. Bills of exchange and cheques shall only be accepted as payment if expressly agreed, but not in discharge. Any fees and costs that are incurred as a result must be paid by the customer.
4.6. The customer may only set off these claims if the claims are undisputed or upheld by a court of law. The customer is only permitted to asset a retention claim if it relates to the same contractual relationship.
5.1. The quoted lead times are non-binding and are only approximate, except is agreed as binding. In such cases, the lead times are not fixed, unless expressly agreed. Lead times shall commence once all technical issues have been clarified.
5.2. The customer assumes the risk of sudden loss or deterioration in the condition of the goods on handover, or on dispatch with delivery of the goods to the transport company.
5.3. We shall choose the delivery method, route or company and as such shall only be liable for gross negligence regarding the choice made.
5.4. We are entitled to make part deliveries, as far as reasonable, and to invoice these separately.
5.5. If lead times are not adhered to, the customer may only withdraw from the contract if he has provided us with an appropriate period of grace under penalty of non-performance, and if the delivery is not made within the period of grace. This shall not apply in accordance with § 323 (2) BGB if a deadline for action is unnecessary.
5.6. If delivery is delayed, we shall accept liability for any damages caused by the delay in cases of gross negligence. In cases of ordinary negligence, our liability for damages caused by delay shall be limited to compensation totalling 0.5% for each completed week of delay up to a maximum of 5% of the price for the part of the deliveries that could not be used as appropriate due to the delay. Moreover, our liability for damages due to delay in cases of ordinary negligence starts from the time at which the period of grace set by the customer expires.
6. Reservation of title
6.1. We retain ownership of all goods delivered by us until all outstanding sums have been paid in full for the entire business relations. Such claims also include cheque and amounts receivable from bills of exchange as well as amounts receivable from the running account. If we have a substantiated liability from a bill of exchange in conjunction with the payment, our reservation of title shall only expire once our claim has been excluded from the bill of exchange.
6.2. The removal of the delivered goods by us does not constitute withdrawal from the contract, unless expressly indicated by us.
6.3. The customer is authorised to dispose of the delivered goods in the course of ordinary business, subject to revocation permitted with good reason. In the case of resale, the customer shall assign to us all claims from the resale, in particular payment claims as well as other claims related to the sale, in the amount of the final invoice amount (including VAT). This applies irrespective of whether the delivered goods are resold without or after processing
The customer is authorised by us to collect the assigned claims in the capacity of trustee until revoked with good reason. If good reason exists, we shall be entitled to disclose the claim assignment to third-party debtors in the name of the customer. The customer’s authority to collect shall lapse on notification of the assignment to the third-party debtors. If the authority to collect is revoked, we may request that the customer discloses the claim assigned and the debtor in question, make all indications required for collection, surrender the relevant documents, and notify the debtors of such assignment of claims.
6.4. The customer may only process and modify the delivered goods on our behalf. We are a manufacturer within the meaning of § 950 BGB without further obligations. If the delivered goods are processed alongside other objects not belonging to us, we shall acquire joint ownership of the new objects in the ratio of the value of the delivered goods to the value of the other objects at the time of processing. Objects arising as a result of processing are subject to the same conditions as goods delivered subject to reservation.
6.5. If the delivered goods are mixed or combined with other objects not belonging to us, we shall acquire joint ownership of the new objects in the ratio of the final invoice value of the delivered goods to the value of the other mixed or combined objects at the time of mixing or combining. If the mixing or combination is done in such a way that the customer’s objects are considered as the main objects, it is understood that the customer shall assign proportional joint ownership to us. The customer holds sole ownership or joint ownership on behalf of us.
6.6. We undertake to release the collateral that we hold upon the customer’s request insofar as the realisable value thereof exceeds the claims to be secured by more than 20 %.
7. Defects of quality
7.1. The customer is bound to examine each delivery immediately on receipt and all noticeable defects must be notified to us immediately in writing. Complaints concerning hidden defects must be notified to us immediately in writing as soon as they are discovered. Otherwise the delivery shall be deemed to have been accepted.
7.2. Unless otherwise agreed in writing, we shall accept no guarantee for the characteristics of the goods and no warranty as to durability. Any type of use other than set out in the contract shall only be considered if agreed in writing.
7.3. If a defect occurs for which we are responsible, we shall be entitled to remedy the defect by repairing the defect or delivering a defect-free product at our discretion. If we refuse remedy, if remedy fails or is unreasonable for the customer, the customer can choose to either withdraw from the contract or demand a discount.
7.4. Claims of defect by the customer become time-barred 12 months after delivery or supply. This shall not apply if the laws on construction and items for construction prescribe longer periods in the case of bad faith and recourse by the supplier.
8.1. We shall not be liable for wilful intent and gross negligence. We shall only be liable for ordinary negligence if essential contractual obligations that arise from the nature of the contract are breached or if their breach threatens the purpose of the contract. In such cases, compensation shall be limited to foreseeable damages that are typical of such a contract. In all other cases, claims for compensation by the customer for ordinary negligence shall be excluded irrespective of the legal reason.
8.2. The aforementioned limit on liability shall not apply to claims under the Product Liability Act for losses arising from culpable injury to life, limb or health.
8.3. Claims for compensation due to defects of quality shall not be subject to the limit of liability, if we fraudulently hide a defect or have offered a guarantee for the properties of the product. The period of limitation for claims for compensation due to defects of quality shall be subject to point 7.4.
9. Jurisdiction, place of performance and applicable law
9.1. The place of performance for delivery and payment shall be the registered office of our company in both cases.
9.2. The jurisdiction for all disputes arising from the contract and its formation and validity shall be the registered office of our company in both cases (for companies). We can also choose to institute processing at the registered office of the customer at our discretion.
9.3. The contractual relationship is governed exclusively by German law. The UN Convention on the International Sale of Goods (CISG) shall not apply.