General Terms and Conditions Weldcom GmbH & Co. KG (Version 5/2019)
1. Scope of application:
Our General Terms and Conditions apply exclusively to companies, legal entities under public law and special funds under public law according to section 310(1) of the German Civil Code (BGB).
Our General Terms and Conditions apply exclusively and to any and all agreements concluded with the buyer. The buyer agrees to our General Terms and Conditions upon placing the order. They also apply to future agreements with the buyer, even if they are not particularly referred to. We do not recognize conflicting or differing terms and conditions, unless we explicitly had agreed to them in writing.
2. Quotation/Quotation documents:
If the order is based on a quotation according to section 145 BGB, we are able to accept the order within two weeks.
We reserve all copyrights and ownership rights to our images, illustrations, calculations, and any other documents. These documents shall not be made available to third parties, unless we give our explicit written consent.
3. Prices and payment:
Unless otherwise agreed in writing, our prices apply ex works, excluding packaging and plus the statutory value added tax in the respectively applicable amount. Costs for packaging and transport will be invoiced separately.
Payment of the purchase price has to be made solely to the account stated on the invoice. The deduction of a discount is only permitted upon a special written agreement.
Unless otherwise agreed, the purchase price has to be paid within 30 days upon the date of invoice. In the case of default of payment, statutory regulations apply.
4. Offsetting, withholding, assignment:
The buyer is only entitled to offsetting, if his counterclaims have been stated legally binding, are undisputed or recognized by our company.
The buyer is only entitled to withhold payment, if his counterclaim derives from the same contract.
We are entitled to assign our claims against the buyer.
5. Delivery time:
The beginning of the delivery period stated by us requires the previous clarification of all technical issues. It also requires the due and timely fulfilment of possible obligations to cooperate by the buyer.
In case the buyer falls into default of acceptance or culpably breaches his obligations to cooperate, we are entitled to claim reimbursement of any resulting damage incurred to us by this extent including any possible additional expenses. Further claims remain reserved. In the case of default of acceptance, the risk of accidental loss or accidental degradation of the goods will pass to the buyer.
In the case of default in delivery, we are liable according to statutory regulations, provided that the default in delivery is based on a deliberate or grossly negligent breach of contract for which we are responsible. Any fault of our sales representatives or agents is to be attributed to us. Provided that the default in delivery is based on a deliberate or grossly negligent breach of contract by us, our liability for damages is limited to the foreseeable, typically occurring damage.
6. Transfer of risk:
When goods are shipped to the buyer according to his order, the risk of accidental loss or accidental degradation of the goods passes to the buyer as soon as they leave the works. This also applies if the goods are not shipped from the place of performance and irrespectively of who pays for shipping.
7. Retention of title:
We retain the title to all goods we deliver until all claims from the delivery contract have been paid in full. This also applies to all future deliveries. We are entitled to take back delivered goods, in case the buyer acts contrary to the contract.
As long as ownership of the goods has not been transferred, the buyer is obliged to handle the goods with care and to inform us immediately in writing, if the delivered goods are impounded or subject to any other interference by third parties.
As long as ownership of the goods has not been transferred, any processing and transforming of the delivered goods by the buyer is carried out on behalf of and by the order of us. In such case, the buyer’s expectant right to the delivered goods continues with the processed or transformed goods. In this case, we acquire joint ownership of the new processed or transformed goods in the proportion of the real value of our goods to the other processed objects at the time of processing. To secure our claims against the buyer, the buyer also assigns to us any claims against third parties that arise for the buyer from the combination of the delivered goods with real estate; we hereby accept this assignment with immediate effect.
We undertake to release the securities due to us upon request of the buyer insofar as the value of the securities exceeds the claims to be secured by more than 20%.
8. Warranty, recourse:
The buyer has warranty rights, provided that he fulfilled the inspection and reprimand duties according to section 377 of the German Commercial Code (HGB).
Claims for defects lapse after 12 months after delivery of our goods, unless longer statutory time limits apply. The statutory limitation period applies to claims for damages resulting from intent and gross negligence as well as damage to life, body and health due to breach of duty by us.
If, despite all care taken, the delivered goods exhibit a defect that already existed at the time of transfer of risk, we will, at our choice, either repair the goods or supply replacement goods, provided that the notice of defect was given in due time. In this case, we shall be given the opportunity of subsequent performance within a reasonable period of time.
If the subsequent performance fails, the buyer has the right to withdraw from the contract or reduce the remuneration. Possible claims of damage remain unaffected by this.
Claims for defect do not apply in the case of only insignificant deviations from the agreed condition.
9. Applicable law:
This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany with exclusion of the UN sales convention (CISG).
10. Place of fulfilment, place of jurisdiction:
Place of fulfilment and non-exclusive place of jurisdiction for all disputes arising from or in connection with this contract is our place of business. At our option, however, we are entitled to assert claims against the buyer before the competent court at his place of business.
11. Other:
Any and all agreements between us and the buyer are to be made in written form. The requirement of written form is also fulfilled by transmitting an email.
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