High-performance product solutions and innovative strategies: There are good reasons why Wemefa is the industry leader for radiator installation systems.
1. Exclusive applicability, defence clause and written form
1.1 Our terms and conditions of sale apply exclusively in the commercial area. Any deviating or contrary terms and conditions apply only with our express written approval, including if we perform the delivery without reservations in awareness of deviating conditions.
1.2 By concluding the contract, the customer also agrees to our terms and conditions of business for similar future business.
1.3 All contractual agreements must be in writing.
1.4 Our terms and conditions of sale only apply to other entrepreneurs within the meaning of § 310 para. 1 of the German Civil Code (BGB).
2. Offers – ancillary agreements – contract content – offer documents
2.1 Our offers are subject to confirmation. The information about dimensions, weights etc. in our catalogues or other documents are neither warranted nor contractually agreed features of the goods. The contract only comes into force when the order is accepted.
2.2 Ancillary agreements of any kind – including with sales staff – need our confirmation to be valid.
2.3 We reserve the right to property and copyright to the documents (e.g. images, drawings, calculations) attached to the offer or order. These must not be made accessible/transferred to third parties without our consent. They must be returned immediately upon request.
2.4 If we manufacture goods based on the customer's specifications, we are not obligated to check for any violations of property rights or other third-party rights. The customer accepts the obligation to indemnify us from any such claims, including from the costs of defending against such claims.
3. Dissolution clause
We are authorised to dissolve the contract if insolvency proceedings are initiated in relation to our contract partner.
4.1 Our prices are for delivery ex works excluding packaging, customs duties and other services/duties in Euros plus VAT of the applicable amount on the day that the invoice is issued.
4.2 Discounts may only be deducted after written agreement.
4.3 The purchase price must be paid net within 14 days of the invoice date. In the event of payment default, 8 % interest above the respective base interest rate is owed. We reserve the right to impose higher default damage. The customer has the right to provide evidence of lower damage.
4.4 In the event of cost increases for which we are not responsible (e.g. wages or the cost of purchased materials) and agreed delivery 6 weeks after the contract is concluded, we are authorised to adjust the price accordingly in line with the higher costs.
5. Insurance – Dispatch – Transfer of risk – Return of packaging
5.1 Delivery ex works is agreed with the consequent transfer of risk. Where the customer delays acceptance or lastingly infringes other duties to provide assistance, the risk of incidental loss or incidental deterioration passes to the customer.
5.2 We can conclude transport insurance upon the customer's request and at the customer's expense.
5.3 To the extent that we are obligated to take back packaging, the customer shall bear any costs incurred as a result.
6. Performance periods and deadlines
6.1 The start of the delivery period specified by us assumes that all technical questions have been resolved.
6.2 If delivery is delayed due to circumstances outside our sphere of influence (e.g. Acts of God, strikes, lock-outs), the performance periods shall be extended by the duration of the obstacle.
6.3 Where performance is delayed, the customer may withdraw from the contract after setting an appropriate period for performance or subsequent performance pursuant to § 323 para. 1 of the German Civil Code (BGB). We shall be liable according to the legal provisions to the extent that a delivery delay is due to an intentional or grossly negligent violation of the contract, if this is our responsibility. Guilt on the part of our agents shall be attributable to us. If the delivery delay is not due to an international violation of the contract for which we are responsible, our liability for damages in the event of gross negligence shall be limited to the foreseeable, typical damage (average damage). The limit of liability to this damage also applies if the delivery delay for which we are responsible is due to a culpable violation of a contractual cardinal obligation. Further liability in other cases of negligence is limited to the average damage.
6.4 If the customer defaults on its acceptance obligation, we may, after one month has passed since the default occurred, charge a storage fee of 0.5 % of the invoice amount per month, subject to additional claims and the customer's option to provide evidence for lower damage.
7. Partial services – Additional and below-standard services
7.1 We are authorised to make reasonable partial deliveries and charge for them, unless agreed otherwise.
7.2 We reserve the right to make changes to quantities of up to 10 %.
7.3 If we accept back the goods "carriage paid", we may demand either compensation for the costs of the return or compensation due to non-performance of at least 20 % of the net invoice amount. Evidence for higher or lower damage is permissible.
8. Warranty (liability for defects)
8.1 The customer's liability for defects depends on whether the latter complied with its duties to inspect and report pursuant to §§ 377, 378 of the German Commercial Code (HGB). The period for complaints is at most 8 days from the receipt of the goods. For hidden defects, this starts when the defect is identified.
8.2 In the event of defects, we are authorised to either provide supplementary performance to remove the defect or deliver a new item which is free of defects.
8.3 If supplementary performance fails, the customer is authorised to either demand a cost reduction or withdraw from the contract, unless the violation of the duty is significant.
8.4 We are liable in accordance with the legal regulations if the customer demands compensation based on intent or gross negligence, including the intent or gross negligence of one of our agents. If the contract violation was neither intentional nor grossly negligent, the obligation to pay damages shall be limited to the foreseeable typical damage, including in the event of a negligent violation of a contractual cardinal obligation. This also applies if we or one of our executive staff have violated a cardinal obligation due to simple negligence. Where the customer is entitled to claim damages instead of performance according to Section 8.3, liability is also limited to compensation for the foreseeable typical damage. Liability for damage to life, limb or health shall remain unaffected by a limit to liability, including in cases of simple negligence. In all other cases of simple negligence, no obligation to pay damages applies. Liability for faulty products as defined in the Product Liability Act shall not be affected by these provisions.
8.5 Further liability for damages in the event of defect liability as per Section 8 is excluded. This particularly applies to compensation claims due to faults at the time that the contract was concluded, tort claims regarding the compensation of material defects as per § 823 BGB and other violations of duty.
The limits to liability apply only to the extent that a separate warranty statement was provided.
8.6 To the extent that our liability is excluded or limited, this effect also covers our agents.
9.1 Our services must be paid for within 14 days of the invoice date without discounts.
9.2 If your credit rating is in doubt, we can - where bills of exchange were provided - demand payment in steps in return for each bill of exchange.
9.3 Cheques and bills of exchange are only accepted as a substitute for payment. The costs of discounting and collection will be charged to the customer.
9.4 The customer is not authorised to set off our payment claims or exercise a right to retain due amounts. This does not apply to offsetting undisputed, legally confirmed receivables and to exercising a right of retention until such receivables have been paid.
10. Retention of title
10.1 We shall retain title of the item of purchase until all of our receivables from the business relationship with the customer have been paid in full. If the customer is in breach of contract, especially if payment is delayed, we shall be entitled to take back the item of purchase. This shall not constitute a reason to withdrawal from the contract.
10.2 To the extent that the item of purchase is processed or mixed with other items not belonging to us, we shall obtain co-ownership of the new item according to the proportion of the purchase item's value in relation to the other processed or mixed items at the time of the processing or mixing.
10.3 The customer shall preserve sole ownership or co-ownership for us with the diligence of an ordinary businessman.
10.4 In the event of a sale as an arms' length transaction, the customer shall transfer all receivables in the amount of the final invoice amount (including VAT) for our receivables resulting for the customer from the onward sale. This also applies in the event of a sale after processing. The customer shall remain entitled to collect the receivable, unless we object to this.
10.5 We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds that of the claim to be secured by more than 20 %. We are entitled to select the securities to be released.
10.6 The customer must notify us immediately of any compulsory enforcement measures by third parties regarding the goods delivered by us under retention of title or the transferred receivables and provide us with the required written documents.
11. Place of performance – jurisdiction – applicable law
11.1 The place of performance for all duties under this contractual relationship is our place of business. The jurisdiction – deviating from the place of performance – is agreed as Velbert Local Court and Wuppertal District Court. However, we may also press bring an action against the customer before the court responsible for its place of business.
11.2 This contractual relationship is governed by the law of the Federal Republic of Germany. The provisions of the Hague Uniform Law on the Formation of Contracts and the Hague Uniform Law for the International Sale of Goods as well as UNCISG do not apply.
12. Severability of interest clause
If individual provisions of the above General Terms and Conditions of Sale are invalid, this shall not affect the validity of the remaining provisions.