General Terms and Conditions of Wölfle GmbH
Language Clause
These General Terms and Conditions are provided in German, English and French.
In the event of discrepancies, inconsistencies, or interpretation differences, the German version shall prevail.
§ 1 Scope of Application
(1) These terms and conditions of sale apply exclusively to businesses as defined in Section 310 Paragraph 1 of the German Civil Code (BGB). We do not recognize any conflicting or deviating terms and conditions of the customer unless we expressly agree to their validity in writing.
(2) These terms and conditions of sale also apply to all future transactions with the customer, provided they are related legal transactions.
§ 2 Offer and Conclusion of Contract
If an order is to be considered an offer pursuant to Section 145 of the German Civil Code (BGB), we may accept it within two weeks.
§ 3 Documents Provided
We reserve all proprietary and copyright rights to all documents provided to the customer in connection with the placement of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. Unless we accept the customer's offer within the period specified in Section 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately.
(2) Payment of the purchase price must be made exclusively to the account specified on the reverse side. Deduction of a discount is only permitted with a separate written agreement.
(3) Unless otherwise agreed, the purchase price is payable within 14 days of the invoice date. Interest on overdue payments will be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to claim further damages for late payment.
(4) We reserve the right to make reasonable price adjustments due to changes in wage, material, and distribution costs for deliveries made 3 months or more after the conclusion of the contract.
§ 5 Offsetting and Rights of Retention
The customer is entitled to offset payments only if their counterclaims have been legally established or are undisputed. The customer is only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
(1) The commencement of the delivery time specified by us is contingent upon the clarification of all technical issues and the timely and proper fulfillment of the customer's obligations. The defense of non-performance of contract remains reserved.
(2) If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, including any additional expenses. Further claims remain reserved. Provided the aforementioned conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the time they are in default of acceptance or payment.
(3) The customer's other statutory claims and rights due to a delay in delivery remain unaffected.
§ 7 Transfer of Risk Upon Shipment
If the goods are shipped to the customer at their request, the risk of accidental loss or accidental damage to the goods passes to the customer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of Title
(1) We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the goods if the customer breaches the contract.
(2) The customer is obligated to treat the goods with care as long as title has not yet passed to them. If maintenance and inspection work is required, the customer must carry it out promptly at their own expense. As long as title to the goods has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or subject to any other third-party intervention. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the resulting loss.
(3) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us all claims against their customers arising from the resale of the goods subject to retention of title up to the amount of the final invoice total agreed upon with us (including any additional costs).
(4) Any processing or transformation of the purchased goods by the customer shall always be carried out on our behalf and for our account. In this case, the customer's conditional ownership of the purchased goods shall continue in the transformed item. If the purchased goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the objective value of our purchased goods relative to the other processed items at the time of processing. The same applies in the case of commingling. If the commingling occurs in such a way that the customer's item is to be regarded as the principal item, it is agreed that the customer shall transfer proportionate co-ownership to us and hold the resulting sole or co-ownership in trust for us. To secure our claims against the customer, the customer also assigns to us any claims that may arise against a third party from the incorporation of the goods subject to retention of title into real property; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the customer's request, insofar as their value exceeds the secured claims by more than 20%.
§ 9 Warranty and Notification of Defects
(1) The customer's warranty rights are conditional upon the customer having duly complied with its obligations to inspect and notify us of defects pursuant to Section 377 of the German Commercial Code (HGB). Should any defects arise despite the utmost care, obvious defects must be reported immediately, but no later than 14 days after receipt of the goods, and hidden defects must be reported immediately upon their discovery, in accordance with Section 377 of the German Commercial Code (HGB); otherwise, the goods shall be deemed accepted.
(2) Claims for defects shall expire 12 months after delivery of the goods supplied by us to our customer. The foregoing provisions do not apply to the extent that the law mandatorily prescribes longer periods pursuant to Section 438 Paragraph 1 No. 2 of the German Civil Code (BGB) (buildings and items for buildings), Section 479 Paragraph 1 of the German Civil Code (right of recourse), and Section 634a Paragraph 1 of the German Civil Code (construction defects). Our consent must be obtained before any return of goods.
(3) Should the delivered goods, despite all due care, exhibit a defect that was already present at the time of the transfer of risk, we will, subject to timely notification of the defect, at our discretion, either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period.
(4) If the remedy fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the purchase price. The customer may not claim compensation for wasted expenses.
(5) Claims for defects do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences not stipulated in the contract. If improper repairs or modifications are carried out by the customer or third parties, no claims for defects exist for these repairs or modifications or for the resulting consequences.
(6) Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently moved to a location other than the customer's place of business, unless such relocation corresponds to their intended use.
(7) The purchaser's recourse claims against us exist only to the extent that the purchaser has not entered into any agreements with its own customers that extend beyond the legally mandatory warranty claims. Paragraph 6 also applies accordingly to the scope of the purchaser's recourse claim against the supplier.
(8) Any further or other claims of the purchaser against us and our agents for breach of a defect, beyond those regulated here in Section 9, are excluded.
(9) In the event of fraudulent concealment of a defect or in the event of the assumption of a guarantee for the quality of the goods at the time of the transfer of risk within the meaning of Section 444 of the German Civil Code (BGB) (a declaration by the seller that the object of purchase has a specific characteristic at the time of the transfer of risk and that the seller intends to be liable for all consequences of its absence, regardless of fault), the purchaser's rights are governed exclusively by the statutory provisions.
§ 10 Miscellaneous
(1) This contract and all legal relations between the parties are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). If the customer requires compliance with standards and guidelines under laws other than German law (DIN, etc.), they are obligated to clearly communicate this in writing in a suitable form, specifying the required standard.
(2) The place of performance and exclusive venue for all disputes arising from this contract is 88416 Ochsenhausen, Germany.
(3) Amendments and supplements to this contract must be in writing. This also applies to amendments to this written form clause. No oral side agreements have been made.
(4) Should any provision of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that most closely approximates the economic purpose of the invalid provision or fills the gap.
Purchasing Terms and Conditions of Wölfle GmbH
1. Quotations: The supplier must adhere precisely to our request regarding quantity and quality in their quotations and explicitly indicate any deviations. Quotations must be provided free of charge.
2. Orders: Only written orders are valid. Verbal and telephone agreements require written confirmation to be binding.
3. Delivery Time: The delivery time begins on the date of our order. If the supplier fails to deliver within the agreed timeframe, they are liable according to statutory regulations. Circumstances that make adherence to the delivery time impossible must be reported to us immediately upon discovery.
4. Shipping: Unless otherwise agreed, delivery must be made free to the receiving station. Delivery must always be made from the supplier's station. Truck deliveries are permitted only during normal working hours, excluding Saturdays. Outside of these hours, no third-party trucks may be authorized for handling goods. Prior authorization must be obtained for larger shipments and heavier loads delivered by truck. The risk of loss or damage during transport is borne by the supplier in all cases.
Our order numbers and subject lines must always be indicated on waybills, express delivery notes, postal delivery notes, and road freight documents. Furthermore, a detailed delivery note bearing the aforementioned references must be enclosed with each shipment and each postal package. On the day of dispatch, a detailed shipping notification for each shipment, including gross and net weights, package markings, descriptions of the items, quantities or dimensions, and our order reference numbers, must be sent to us.
The supplier is liable for damages and costs, including but not limited to demurrage charges, relocation costs, special shunting costs, etc., incurred by us due to non-compliance with our shipping instructions.
If our orders are subcontracted, our supplier is responsible for ensuring that its subcontractors comply with our shipping instructions.
5. Insurance: The supplier is obligated to properly insure all parts completed for this order and ready for collection against fire, theft, etc.
6. Packaging: Packaging will not be reimbursed but, if not included in the price, will be returned upon request.
7. Warranty: The delivered goods must conform to the documents underlying this order, such as drawings, specifications, descriptions, and/or samples. Unless otherwise agreed, the supplier warrants its deliveries in accordance with statutory provisions. We are entitled to return any goods not delivered in accordance with specifications or that are defective to the supplier, even if the defects only become apparent during processing or further processing. The supplier's warranty obligation also applies to damages for which no reservation of rights has been made in accordance with Section 484 of the German Civil Code (BGB). In the event of a defect, we are entitled to demand free rectification. The warranty period is 36 months from commissioning in all cases. In urgent cases, we are entitled, without further ado, to remedy the defects ourselves or have them remedied by others at the supplier's expense, without prejudice to our other rights.
8. Terms of Payment: Unless otherwise agreed, payment of the supplier's invoices is due on the 25th of the month following receipt of the goods at our factory and receipt of the invoice, with a 3% discount, or net 60 days. If any tax included in the price is reduced or any other deduction is made between the placement of the order and its completion, we are entitled to demand a corresponding price reduction. Complaints regarding the delivery entitle us to withhold payments due.
9. The place of performance is Ochsenhausen. The place of jurisdiction for both parties is Biberach an der Riß. This place of jurisdiction also applies in the event that claims are pursued through debt collection proceedings.
10. The supplier's terms of delivery underlying the offer, order confirmation, or invoice are only valid insofar as they do not conflict with the above terms and conditions and have been acknowledged in writing. This also applies if the supplier confirms the order under their terms and conditions of sale and we do not object to this confirmation.