WITTWER GTCs

§1    General

1.1   The following terms and conditions apply to all our offers, sales, deliveries and services and become part of the contract. They shall not apply if our contractual partner is a private individual and is not acting professionally or commercially. They shall also apply to all future business relationships, even if they are not expressly agreed again.

1.2   We hereby expressly object to any deviating or supplementary general terms and conditions of the buyer. They shall not apply even if the Buyer has based his order or other declaration on them.

 

§2    Offers and orders

2.1   Our offers are subject to change unless they are designated as binding in writing. An effective contract therefore only comes into being with our order confirmation or the delivery of the goods.

2.2   Dimensions, weights, illustrations, drawings and other documents belonging to our non-binding offers remain our property and are only approximate. They can only become binding contractual content if expressly confirmed by us in writing.

 

§3    Doubtful solvency

3.1   If, after conclusion of the contract, we become aware of circumstances which cast doubt on the Buyer's ability to pay, we may make further deliveries dependent on advance payment of the goods by the Buyer. We may set the Buyer a reasonable deadline for the advance payment of the goods and withdraw from the contract if we do not receive the advance payment on time. If we have already delivered the goods, the purchase price shall be due immediately without deduction, irrespective of any agreed payment deadlines.

3.2   Doubts about the Buyer's ability to pay shall be justified, among other things, if an application for the opening of insolvency proceedings has been filed against his assets or if he fails to make payments to us or third parties on time.

 

§4    Prices

4.1   Our prices are "ex works" unless otherwise agreed with the Buyer. Packaging costs are not included in the price.

4.2   The statutory value added tax is not included in our prices and will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.

4.3   If there are more than 4 months between the date of conclusion of the contract and the date of delivery, without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this period, we may apply the list price valid on the date of delivery instead of the agreed purchase price. We shall send the Buyer a correspondingly amended order confirmation prior to delivery. In this case, the buyer may withdraw from his order with regard to the goods for which the price has been increased. He must declare his withdrawal in writing at the latest on the third working day after receipt of the amended order confirmation:

Sending by fax

X is sufficient.

is not sufficient.

Sending it by e-mail

X is sufficient.

is not sufficient.

 

§5    Delivery time

5.1   All stated delivery dates are non-binding and are deemed to be estimated delivery dates unless we have expressly designated them as binding

5.2   If we are culpably unable to meet an expressly agreed deadline or are in default for other reasons, the Buyer shall grant us a reasonable grace period. If this grace period expires without result, the Buyer shall be entitled to withdraw from the contract.

5.3   If performance becomes temporarily impossible or considerably more difficult for us in whole or in part due to force majeure or other extraordinary circumstances for which we are not responsible, the agreed delivery period shall be extended by the duration of the impediment to performance. The same shall apply to a statutory deadline or a deadline set by the Buyer for the provision of services, in particular to grace periods in the event of default.

5.4   The Buyer shall not be entitled to withdraw from the contract or claim damages before expiry of the extended delivery period or performance period pursuant to paragraph 3. If the impediment to performance lasts longer than 8 weeks, both the Buyer and we shall be entitled to withdraw from the contract insofar as the contract has not yet been performed.

5.5   In the event of any delay in delivery, insofar as it is not due to intent or gross negligence, claims for damages of any kind are excluded.

In the event of a delay in delivery, particularly in the areas of labor costs and changes in the price of purchased parts that lead to negative changes, the contracting parties undertake to enter into appropriate renegotiations in this context and to conduct bona fide negotiations.

 

§6    Shipping

6.1   Shipment shall be for the account of the Buyer. The risk shall pass to the Buyer upon loading of the goods, even if carriage paid delivery has been agreed and/or shipment is made with our own vehicles. We are not obliged to provide transport insurance.

6.2   Unless expressly agreed otherwise in writing, we shall be entitled to make partial deliveries to a reasonable extent, which shall be invoiced individually.

6.3   Packaging costs shall be borne by the Buyer and are not included in the price (see §4, section 4.1), unless otherwise agreed with the Buyer. The packaging costs shall be shown separately on the invoice together with the shipping costs.

 

§7    Payment

7.1   Our invoices are payable within 14 days of the invoice date without deduction.

7.2   The Buyer shall be in default even without a reminder from us if he does not pay the purchase price within 14 days of the due date and receipt of the invoice or an equivalent payment schedule.

7.3   If the Buyer defaults on a payment, all his payment obligations arising from the business relationship with us shall become due immediately. In this case, we shall be entitled to charge interest at the statutory rate from the relevant date. The Seller reserves the right to provide evidence of higher damages.

7.4   The Buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by the Seller or are undisputed. The buyer is only authorized to exercise a right of retention if his counterclaim is based on the same purchase contract.

 

§8    Warranty/Liability

8.1   The Buyer shall inspect the goods received for completeness, transport damage, obvious defects, quality and their characteristics. Obvious defects must be reported to us in writing by the buyer within one week of delivery of the subject matter of the contract. Claims for subsequent performance shall become time-barred 12 months after the start of the statutory limitation period; the same shall apply to withdrawal and reduction.

8.2   We shall not be obliged to provide a warranty if the Buyer has not notified us in writing of an obvious defect in good time. If there is a defect in the goods for which we are responsible and the Buyer has notified us in writing in good time, we shall be obliged to provide subsequent performance, excluding the Buyer's rights to withdraw from the contract or reduce the purchase price, unless we are entitled to refuse subsequent performance under the statutory provisions. The Buyer shall grant us a reasonable period for subsequent performance for each individual defect.

8.3   Subsequent performance may, at the Buyer's discretion, take the form of rectification of the defect or delivery of new goods. We are entitled to refuse the type of subsequent performance chosen by the Buyer if it is only associated with disproportionate costs. During the subsequent performance, the reduction of the purchase price or withdrawal from the contract by the buyer are excluded. Rectification shall be deemed to have failed after the second unsuccessful attempt. If subsequent performance has failed or if the seller has refused subsequent performance altogether, the buyer may, at his discretion, demand a reduction in the purchase price (reduction) or declare his withdrawal from the contract.

8.4   The Buyer may only assert claims for damages due to the defect if subsequent performance has failed or if we refuse subsequent performance. The Buyer's right to assert further claims for damages under the following conditions remains unaffected.

8.5   We shall be liable for intentional or grossly negligent breaches of duty as well as for damages resulting from injury to life, body or health in accordance with the statutory provisions. Otherwise, we shall only be liable if the breached contractual obligation is recognizably of essential importance for achieving the purpose of the contract, and only to a limited extent up to the amount of the typically foreseeable damage.

8.6   The limitation of liability under paragraph 5 shall apply accordingly to claims for damages other than contractual claims, in particular claims in tort, with the exception of claims under the Product Liability Act. It shall also apply in favor of our employees, workers, staff, representatives and vicarious agents.

8.7   Insofar as we have given a guarantee of quality and/or durability with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage that is based on the absence of the guaranteed quality or durability but does not occur directly on the goods if the risk of such damage is clearly covered by the guarantee of quality and durability.

8.8   Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the Seller's liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

 

§9    Retention of title

9.1   We reserve title to the goods (reserved goods) until all payments arising from the purchase contract have been received. The delivered goods shall only become the property of the buyer when he has fulfilled all his obligations arising from the business relationship, including ancillary claims and claims for damages.

9.2   The buyer must inform us immediately in writing of all access by third parties, in particular of enforcement measures and other impairments of his property. The Buyer shall compensate us for all damages and costs arising from a breach of this obligation and from measures required to protect against access by third parties.

9.3   If the Buyer fails to meet his payment obligation despite a reminder from us, we may demand the return of the goods subject to retention of title which are still his property without setting a prior deadline. The transportation costs incurred shall be borne by the Buyer. The seizure of the reserved goods by us shall always constitute a withdrawal from the contract. After retention of the reserved goods, we are authorized to sell them. The realization proceeds shall be offset against our outstanding claims.

 

§10    Fairness clause

Should unusual, unexpected events or developments occur, especially in the areas of labor costs and changes in the price of purchased parts, which lead to negative changes, the contracting parties undertake in this context to enter into appropriate renegotiations and to conduct bona fide negotiations.

 

§11    Place of fulfillment

The place of performance for payments is Wendelstein, for our deliveries of goods the place of dispatch.

 

§12    Data processing

The buyer agrees that we may process, in particular store or transmit to a credit protection organization, the data received about the buyer in connection with the business relationship in compliance with the Federal Data Protection Act for the fulfilment of our own business purposes, insofar as this is done within the scope of the purpose of the contract or is necessary to safeguard our legitimate interests and there is no reason to assume that the buyer's legitimate interest in the exclusion of the processing, in particular the transmission, of this data prevails.

 

§13    Place of jurisdiction and applicable law

13.1   The contractual relationship between the Buyer and us shall be governed exclusively by the law of the Federal Republic of Germany, even if the Buyer's place of residence or business is abroad. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.

13.2   The Buyer is not entitled to assign claims arising from the purchase contract without the Seller's consent.

13.3   If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties shall be Nuremberg. However, we are also entitled to sue the buyer at his general place of jurisdiction.

 

§14    Supplementary agreement

Additional agreements deviating from this shall only apply if they have been agreed to in writing by both contracting parties prior to conclusion of the contract.

 

 

Status: Wendelstein, 04.04.2022