Please note the allocation to the products and WERIT locations through which an order is processed.
Terms and conditions of sale, delivery and payment
1. General terms and conditions
The contract is concluded exclusively on the basis of the following terms and conditions. Any deviating terms and conditions of the buyer shall not become part of the contract, even if we do not expressly object to them. All our offers and deliveries are made exclusively on the basis of these terms and conditions, even without express reference to them in negotiations, and they shall apply to subsequent offers and deliveries even without repeated notification. The terms and conditions shall be deemed to have been accepted at the latest upon acceptance of the goods. Amendments or supplements shall only be effective if they have been agreed in writing; likewise, the customer's terms and conditions of business or purchase shall only be effective if they have been recognised in writing for the respective conclusion of the contract. Conflicting general terms and conditions shall not be recognised.
2. Quotations and prices
Our offers are subject to change. Orders are only binding for us if we confirm them or fulfil them by sending the goods; verbal collateral agreements are only binding if we confirm them in writing. Our prices are ex works, including loading, excluding packaging. The statutory value added tax on the day of invoicing shall be added to the prices. Unless otherwise agreed in writing, the customer shall bear the costs of any agreed transport or similar insurance (loading or packaging, if applicable). In the event of changes to the price basis (e.g. price increases for raw materials, wage increases) occurring on a delivery date, if this is four months after conclusion of the contract, we reserve the right to adjust the price accordingly after informing the customer. In the case of partial deliveries, each delivery may be invoiced separately. If no prices have been agreed upon conclusion of the contract, our prices valid on the day of delivery shall apply. The written agreement in the purchase contract or delivery note shall be decisive for the description of the quality of the goods. Illustrations, dimensions, colour and weight specifications in the catalogue are only approximate; we reserve the right to make changes.
3. Deadlines and dates
Delivery periods and deadlines shall only apply if expressly agreed in writing. The delivery period begins with the dispatch of the order confirmation, but not before the documents to be provided by the customer have been provided, an agreed down payment has been received and all technical questions have been clarified. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time the deadline expires. In the event of a delay in delivery, the customer may withdraw from the contract after a reasonable grace period has expired without result; in the event of impossibility of performance, the customer shall also be entitled to this right without a grace period. In the event of hindrances, whether on our part or on the part of our suppliers, which are beyond our control and which we could not avert despite reasonable care in the circumstances of the case (e.g. force majeure, strike and/or lockout), we shall be entitled to extend the delivery time appropriately. We shall inform the customer of such circumstances without delay.
4. Packaging and despatch
The necessary/required packaging or packaging used on the instructions of the customer will be charged. In the case of EURO pallets which are not exchanged on delivery or returned within two weeks of receipt, the costs charged to us shall be borne by the customer. The risk is transferred to the purchaser when the goods are handed over to the forwarding agent or carrier, at the latest when they leave the factory. Obvious transport damage must be reported to the supplier and/or the forwarding agent or carrier immediately after delivery/receipt of the goods. If carriage paid delivery has been agreed, we shall bear the freight costs, in the case of rail shipment to the nearest railway station, in the case of lorry shipment to the destination unloaded. Cartage and delivery charges shall be borne by the customer.
5. Liability for material defects
We shall be liable for defects in the delivery in the event of proper fulfilment of the inspection and complaint obligations under § 377 HGB (German Commercial Code) by the customer:
5.1 If there is a not insignificant defect in the purchased item, we are entitled, at our discretion, to remedy the defect or to deliver a defect-free item (subsequent fulfilment). Subsequent fulfilment can be refused as long as the customer does not fulfil his payment obligations to the extent that corresponds to the defect-free part of the service.
5.2 In the event of impossibility or failure of subsequent fulfilment, the customer shall be entitled to choose between a reduction in price or withdrawal from the contract in accordance with the statutory provisions. Further claims of the purchaser, irrespective of the legal grounds, are excluded; this applies in particular to claims arising from damage outside the purchased item and to claims for compensation for loss of profit; this also includes claims that do not result from the defectiveness of the purchased item. These agreements (clauses 5.1 and 5.2) also apply to the delivery of a different item or a smaller quantity. The exclusion of liability regulated in clause 5.2 shall not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health has been agreed, which is based on an intentional or negligent breach of duty on our part, our legal representative or our vicarious agent.it also does not apply if an exclusion or limitation of liability has been agreed for other damages that are based on an intentional or grossly negligent breach of duty on our part, our legal representatives or our vicarious agents.insofar as we culpably breach a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract; otherwise the exclusion pursuant to clause 5.2 shall apply. The exclusion of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item. The exclusion of liability shall also not apply if a guarantee is given or a property is warranted if a defect covered by the guarantee triggers liability. Claims for subsequent fulfilment, damages and compensation for use shall lapse one year after delivery of the purchased item. This does not apply to an item that has been used for a building in accordance with its normal use and has caused its defectiveness; in this case, the limitation period is five years. Claims for a reduction in price and the exercise of a right of cancellation are excluded if the claim for subsequent performance is time-barred; however, the customer may refuse to pay the purchase price to the extent that he would be entitled to do so on the basis of cancellation or reduction. Claims arising from manufacturer recourse remain unaffected. If operating and maintenance instructions and technical regulations to be used for the installation of the product have not been observed, if parts have been replaced or if the delivery item has been tampered with without our consent, the purchaser shall have no claims whatsoever. Unless the customer can prove beyond doubt that the defect is due to other causes.
6. Payment
Unless other payment terms have been agreed, payment must be made within 30 days of the due date and receipt of the invoice at the latest; we grant a 2% discount for payment within 14 days of receipt. If the customer is in arrears with payment, 8 percentage points above the base interest rate will be charged; a higher interest loss can be invoiced upon proof. The presentation of bills of exchange requires our written consent; their charges and costs shall be borne by the user. Non-compliance with the terms of payment, default or circumstances which are likely to reduce the creditworthiness of the customer shall result in the immediate maturity of all our claims. Set-offs are only possible with undisputed or legally established claims.
7. Retention of title
7.1 The goods sold shall remain our property until full payment of all claims arising from the business relationship with the customer (including ancillary claims, claims for damages, etc.). The retention of title shall also remain in force if individual claims are included in a current invoice.
7.2 The purchaser is revocably authorised to dispose of the purchased goods in the ordinary course of business and is authorised to further process or install the goods subject to retention of title. However, pledging or transfer by way of security is not permitted. In the event of resale, the purchaser hereby assigns to us the claims arising from the resale with all ancillary rights against third parties. The purchaser may collect the claims in his own name as long as he duly fulfils his payment obligations. Otherwise the direct debit authorisation shall expire. In the event of default of payment or substantial deterioration in the Buyer's financial situation, we shall be entitled - after requesting payment and setting a deadline - to inform the purchasers of the products of the assignment and to collect the claims ourselves. The buyer is obliged to provide information about the customers and claims. In the event of factoring by the buyer, the claim shall become due immediately and the buyer shall assign its claim against the factor to us in full and forward its sales proceeds to us. We accept all assignments in full. In the event of further processing, mixing or blending, we shall acquire co-ownership. The processing, mixing or blending is always carried out for us. If the goods subject to retention of title are processed/mixed with items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (invoice amount including VAT) to the other processed/mixed items at the time of processing. The same shall apply to the new items created by processing as to the reserved goods. If the buyer's item is to be regarded as the main item as a result of the mixing, it is agreed that the buyer shall transfer proportional co-ownership of this item to us. In the event of installation in a property, the purchaser hereby assigns to us the claims to remuneration. We accept the assignment in its entirety.
7.3 The purchaser must inform us immediately in writing of any access by third parties to the goods belonging to us. The purchaser shall also inform us of the name and details of the party accessing the goods. The purchaser shall support us in asserting our rights. If the third party is not in a position to assume the legal costs incurred in connection with securing our rights, the purchaser shall be liable for these.
7.4 The exercise of the retention of title and the repossession of the delivery items shall only constitute a cancellation of the contract if this is expressly declared. We may satisfy our claims from the repossessed goods subject to retention of title by sale in the open market.
7.5 If the securities to which we are entitled exceed the value of our claims against the buyer by more than 30%, we are obliged to release securities in the corresponding amount upon request. The selection of the securities to be released shall be at our discretion.
7.6 The buyer must treat the reserved goods with care and insure them adequately and at replacement value at his own expense. The buyer shall store the purchased items for us free of charge. The Buyer shall assign to us any claims against insurance companies or other parties obliged to pay compensation in the amount of the value of the goods including VAT.
8. Place of fulfilment, place of jurisdiction, applicable law
The place of performance is the place of dispatch (factory or storage location); the place of fulfilment for payment is D-57610 Altenkirchen; the place of jurisdiction is the competent court for D-57610 Altenkirchen, provided that the purchaser is also a merchant; we are also entitled to sue the purchaser at other permissible places of jurisdiction. The non-standardised law of the Federal Republic of Germany (BGB, HGB) shall apply to all claims and rights arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
9. Compliance with trade regulations
The customer warrants and represents that neither this delivery of the products nor subsequent deliveries of the products (or of objects in which the products are installed or which are connected to the products) by the customer to a third party will result in WERIT and its affiliated and related companies violating export control or sanction regulations (including those of the UN, EU, UK and the USA). The customer may not directly or indirectly supply the products (or items into which the products are incorporated or which are connected to the products) to countries or territories listed as "High-Risk Jurisdictions" in the Public Statement of the Financial Action Task Force. Non-compliance with this provision by the customer constitutes a material breach of contract. In the event of a breach of this provision, the customer shall indemnify WERIT against any liability, damages and costs (including legal fees) and any other claims asserted against WERIT.
NO SUPPLY TO RUSSIA OR BELARUS
Customer shall not supply any Products directly or indirectly (including through a reseller, distributor or other third party) to the Russian Federation, Belarus or the non-government controlled territories of Ukraine (including, for the avoidance of doubt, Crimea and Sevastopol and the greater Donetsk, Luhansk, Kherson and Zaporizhzhya administrative regions of Ukraine not under the control of the Ukrainian government). Failure by the customer to comply with this clause shall constitute a material breach of this agreement, entitling WERIT to terminate this agreement (and all other agreements between WERIT and the customer) with immediate effect. Customer shall indemnify WERIT against all losses, liabilities, damages, costs (including attorneys' fees) and expenses incurred or awarded against WERIT as a result of Customer's breach of this clause.
