Paul Wegener GmbH
General Terms and Conditions
General Terms and Conditions
- Terms of payment
- Transfer of risk
- Default of acceptance
- Claims for defects
- Reservation of title
- Place of performance and jurisdiction
- Severability clause
These General Terms and Conditions apply to all agreements with commercial and non-commercial customers as of 01.10.2010.
Differing or supplemental conditions of the contracting parties unfold no binding force unless allowance is expressly given to you by this party.
These General Terms and Conditions also apply in case the firm Paul Wegener GmbH is aware of contradictory or of the customer’s nonwithstanding conditions of these General Terms and Conditions, and executes shipment without reservation.
All contractual arrangements must be put into writing.
These General Terms and Conditions also apply to any prospective transactions with the customer.
The Paul Wegener GmbH reserves its right to accept an order, placed by a customer, within 4 calender weeks on receipt.
If a received order is not confirmed in writing or executed within the specified period by the Paul Wegener GmbH, then the customer has the right to withdraw that order but any damage claims are excluded.
The firm Paul Wegener GmbH claims its ownership and copyright on any documents forwarded with the delivery item. The documents must only be used on the basis of the existing contractual relationship. Forwarding them to third parties requires the express, prior and written authorization of the firm Paul Wegener GmbH.
Prices are Euro prices, unless otherwise stated and are net ex works plus the value added tax in the height legally valid to the point of delivery time exclusive of packaging.
The packaging shall be executed and separately invoiced at the discretion of the Paul Wegener GmbH.
4. Terms of payment
All payments shall be effected subject to the specified terms of payment. As far as nothing else is agreed, all payments are to be affected at the latest within 14 days of the date of invoice without deductions. Delivery times are met, when within the deadline the firm Paul Wegener GmbH can make use of the amount that the buyer has paid .
The customer's right of retention is excluded if it is not based on the same contractual relationship as well as offsetting with contested or not legally determined demands.
In the event that the customer is in default of its payment obligation or a part thereof (after it matures by reminder, but not later than 30 days after the due date) he shall, notwithstanding any additional rights on our part, pay interest on the amounts due for payment at a level of 8% p.a..
If the customer is a consumer, then interest for late payment will be charged at 5 % over the base rate p.a . Furthermore, the firm Paul Wegener GmbH retains the freedom to establish a claim for higher damages.
If the customer stops his payments, if he becomes over indebted or if the commencement of insolvency proceedings against the customer's assets has been applied for, or falls in default with the payment of mature bills of exchange or checks, the total debt will be immediately due.
The same applies if there is other substantial degradation of financial circumstances of the customer. In such event, the Paul Wegener GmbH shall also have the right to request sufficient guarantees or to withdraw from the contract.
Delivery deadlines are binding if they are expressly confirmed by the firm Paul Wegener GmbH.
The time of delivery stated in the quotation of the firm Paul Wegener GmbH, assumes clarification of all technical issues. All necessary cooperation of the customer must be provided completely to be able to put into force the delivery period.
Delivery deadlines shall be considered as met as soon as the product leaves the factory or the storage of the company within the time limit. If dispatch or collection is delayed due to circumstances which can not be attributed to the firm Paul Wegener GmbH, the deadline shall be deemed complied with if notification of readiness for dispatch is sent within the period agreed.
If the firm Paul Wegener GmbH can not deliver on time, the customer shall grant an adequate grace period of 3 calender weeks. If the firm Paul Wegener GmbH is not be able to comply with this grace period, the customer shall be entitled to withdraw from the contract. The Customer shall be entitled to claim damages only if the delay is based on intent or gross negligence.
If the delivery time is not met for reasons of mobilisation, war, acts of riot, strike, lockout or incorrect delivery or untimely delivery by our suppliers, or by the advent of unforseen events which are beyond the influence and control of the firm Paul Wegener GmbH (vis major), the delivery time shall be extended accordingly.
The customer can only demand contractual penalty if it was agreed upon. Claims for damages suffered by the customer due to delay in delivery, in particular such from culpable breach of fundamental contractual duties, unauthorised actions of negligence and for consequential damage are excluded. This does not apply in cases of mandatory liability for legal reasons based on intent, gross negligence, or violating major contract obligations.
The right of the customer to rescind following expiry of an unavailing additional period granted to the firm Paul Wegener GmbH shall remain unaffected.
If the customer caused a delay in shipment or delivery of the consignment articles, so the Paul Wegener GmbH shall be entitled to charge the customer any incurred additional costs.
If the customer is in default of acceptance or if he violates other duties to cooperate, the firm Paul Wegener GmbH shall be entitled to demand compensation for resulting damages, including any possible extra expenditure. In this case, the risk of accidental loss or deterioration of the delivery items shall pass to the customer at the point in time at which the customer defaults on acceptance.
6. Transfer of risk (dispatching purchase)
The risk of casual loss or deterioration of the contractual object is passed on to the buyer when the goods leave the works or the delivery store of the firm Paul Wegener GmbH, whether with or without own or third-party means of transport
Express notice is hereby given that no transport insurance is taken out by the firm Paul Wegener GmbH. If the customer wishes that such an insurance is taken out, so he has to do it by himself. Upon a respective enquiry, the firm Paul Wegener GmbH will provide all necessary data to this. The costs of this insurance are solely carried by the customer.
7. Default of acceptance
If the customer refuses to take delivery after a reasonable extension of time or, before this time has elapsed, expressly states his non-willingness to take delivery, the firm Paul Wegener GmbH reserves the right to assert additional statutory claims for this purpose.
In case of a final refusal to accept the delivery, the firm Paul Wegener GmbH shall be entitled to claim liquidated damages penalty in the amount of 10% of the refusal to accept affected object of purchase from the customer. The customer is at liberty to show that the firm Paul Wegener has suffered lower.
The firm Paul Wegener GmbH reserves the right to make claims for the damage beyond the liquidated contractual penalty. This is particularly the case if it is about a product to particular specifications for the customer which can not otherwise be used and no other customer is available for it. In this case, the customer of the firm Paul Wegener GmbH has to compensate the total of the non-acceptance affected gross value of goods.
If the default in acceptance of the customer takes more than one months, he must pay the storage costs. The firm Paul Wegener GmbH is entitled to commission a carrier company for storage. By reason of reimbursement claims, there is a right of retention with respect to the customer.
8. Claims for defects
If the purchase is a commercial transaction for both parties, the customer must inspect the goods without delay upon delivery and in the event that the goods have obvious defects he must immediately notify the defects the firm Paul Wegener GmbH.
If the customer omits to give such notification, then it shall be deemed that the goods have been accepted, unless the defect were such that it could not be detected upon inspection. In all other respects §§ 377 et seq. of the German Commercial Code shall apply.
If claims are asserted by the customer, they are confined to correcting the deficiency or delivering an item which is free of defects depending on the choice of the firm Paul Wegener GmbH (supplementary performance). In the event of failure to provide supplementary performance, the customer shall be entitled on his choice to demand a reduction of the purchase price or a withdrawal from contract by making a declaration to the firm Paul Wegener GmbH.
Further claims of the customer, in particular due to consequential harm caused by a defect, are excluded. This shall not apply in the case of intent, gross negligence or breach of fundamental contractual obligations as well as in the event of damage to life, body or health caused by the firm Paul Wegener GmbH. The right of the customer to cancel the contract remains unaffected hereof.
The warranty period amounts to 1 calender year from acceptance of the performance object by the customer.
The warranty period will begin by transferring the performance object to the respective transport company in terms of section 6 of these General Terms and Conditions. If the customer is a consumer, the warranty period shall be 2 calender years.
9. Reservation of title
The delivery item shall remain the property of the firm Paul Wegener GmbH until full settlement of all existing claims against the customer is met (reserved goods), even if the specific product has already been paid. The customer shall not be allowed to pledge or transfer ownership of the reserved goods.
In the case of a resale or leasing of reserved goods within the scope of the ordinary course of business, already now the customer cedes for security purposes any from resale or leasing of the goods arising future claims against his customers, until complete settlement of all the debts to the firm Paul Wegener GmbH, without any subsequent special declarations being required. The cession shall also include outstanding balances which arise within the scope of existing current account relationships or on termination of those relationships of the customer with his own customers. In case the reserved goods are resold or leased together with other goods without an individual price having been agreed for the reserved goods, the customer cedes with priority over the other claims that part of the total asking price corresponding to the price of the reserved goods invoiced by the firm Paul Wegener GmbH. Until cancellation, the customer is authorized to collect the ceded accounts receivable from resale or lease, however, he shall not be entitled to dispose of them in any other way eg cession. Upon request, the customer shall be obligated to announce the cession to his customer and supply the firm Paul Wegener GmbH with the information necessary to assert its claims against this customer, and provide the Paul Wegener GmbH with the relevant documents eg invoices. All charges for collection and any intervention expenses are paid by the customer.
If the customer processes the reserved goods, transforms the goods or combines them with other objects, such processing, transformation or combination is performed for the firm Paul Wegener GmbH. The firm Paul Wegener shall immediately become the owner of the goods produced by processing, transformation or combination.
If, for legal reasons, this is not possible, the firm Paul Wegener GmbH and the customer agree that the firm Paul Wegener GmbH at any time during processing, transforming or combination becomes the owner of the newly created object. The customer shall keep the new object in safe custody for the firm Paul Wegener GmbH with the due diligence of a responsible businessman. The object created by processing, transforming or combination is considered as reserved goods. In the event of any processing, transformation or combination with other items not belonging to the firm Paul Wegener GmbH, the firm Paul Wegener GmbH has the right to joint ownership of the new item to the value of the share which represents the proportion of the value of the new item resulting from the processed, transformed or combined new object. In the event of transfer or leasing of the new object, for security purposes the customer herewith assigns to the firm Paul Wegener GmbH his claim from the disposal or leasing against his customer including any ancillary rights, without any subsequent special declarations being required. The assignment is only valid to the amount of the sum which corresponds to the one of the processed, transformed or combined reserved goods charged by the firm Paul Wegener GmbH. The assigned claim share to the firm Paul Wegener GmbH has priority over any other claims.
In the event that the customer is in default of its payment obligation or a part thereof, he becomes over indebted or suspends payments or insolvency petition has been filed, the firm Paul Wegener GmbH shall be entitled to take all goods immediately that are still subject to reservation of title; the firm Paul Wegener GmbH shall also be entitled to claim the further rights resulting from the reservation of title immediately; the same applies in the event of other significant deterioration of the customer’s financial situation. The customer grants the firm Paul Wegener GmbH or its agents access to all his business rooms during business hours. The claim for return or appropriation shall not be interpreted as a cancellation of the contract. The firm Paul Wegener GmbH is entitled to dispose the reserved goods with the care of a diligent businessman and to satisfy itself from their proceeds taking into account the pending claims.
If the above is not subject to diverse regulation, further liability of the firm Paul Wegener GmbH arises from legal regulations, in particular from product liability law.
11. Place of performance and jurisdiction
The place of jurisdiction for all disputes arising from the contractual relationship with the customer is the head office of the firm Paul Wegener GmbH. If the customer is a consumer, the legally stipulated court of jurisdiction applies.
Place of performance is the head office of the firm Paul Wegner GmbH.
If the customer has no general competent court in the Federal Republic of Germany at the time of initiation of legal proceedings, the place of jurisdiction according to section 11.1 shall apply.
The law of the Federal Republic of Germany applies exclusively. This shall also apply if the customer has his head office abroad and the delivery is made abroad.
12. Severability clause
Voidness or voidability of individual conditions of these regulations do not affect the validity of the remaining conditions. They shall not cause voidness or voidability of the entire General Terms and Conditions. Void or ineffective provisions are to be interpreted in such a way that the commercial purpose intended by this provision is achieved.