General terms and conditions

for the delivery and assembly of machines as well as the execution
of repair work on machines and units of the company
WIWA Wilhelm Wagner GmbH & Co. KG

 

I. General - Scope

Our General Terms and Conditions for the delivery and assembly of machines as well as the execution of repair work on machines and units shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Business shall also apply if we carry out the delivery, assembly or repair work without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of business.

All agreements made between us and the customer for the purpose of executing the contract shall be set down in writing in this contract.

Our General Terms and Conditions for the delivery and assembly of machines as well as the execution of repair work on machines and units shall also apply to all future business with the Purchaser.

 

 

1. Terms of payment

Our invoices are due immediately, and payable within 10 days of the invoice date with a 2% discount, or 30 days of the invoice date without deduction, whereby the receipt of payment on our account is decisive. Invoice amounts up to 25 EURO, wage work as well as repair invoices are to be paid immediately without any deduction.

In the case of large-scale plants, a down payment of 1/3 of the total amount (min. 30%) is to be made after receipt of the order confirmation.

We are also entitled to charge cash on delivery for invoice amounts up to 25 EURO, for all repair invoices regardless of their amount and for sample orders.

If we grant the customer payment by installments, the entire outstanding invoice amount shall become due for payment immediately in one sum if the customer is in default with an installment payment in whole or in part for more than one week.
Bills of exchange shall only be accepted on the basis of a separate agreement and only on account of performance. Discounting and collection costs shall be borne by the customer.

In the event of default in payment, the customer shall pay default interest at the statutory rate.
For the duration of the customer's default in payment, we shall also be entitled to exercise a right of retention on account of the customer's outstanding delivery claims.

The customer shall only be entitled to rights of set-off or retention if his counterclaims have been legally established, are undisputed or have been acknowledged by us.

 

 

2. Retention of title

 

We retain title to the delivery item until receipt of all payments arising from the business relationship with the purchaser. The retention of title shall also extend to the acknowledged balance insofar as we book claims against the customer to current account (current account retention).
In the event of any breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the delivery item; the customer shall be obliged to surrender the delivery item. The taking back of the delivery item by us shall not constitute a withdrawal from the contract unless we have expressly declared this. In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing. The customer shall be entitled to resell the delivery item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) accruing to him from the resale against his customer or against third parties, irrespective of whether the delivery item has been resold without or after processing. The customer shall be authorized to collect this claim even after its assignment. Our right to collect the claim ourselves shall remain unaffected; however, we undertake not to collect the claim as long as the customer duly meets his payment obligations. In the event of default in payment, we may demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors or third parties of the assignment.

The processing or transformation of the delivery item by the customer shall always be carried out for us. If the delivery item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing. For the rest, the same shall apply to the item created by processing as to the goods subject to retention of title.

If the delivery item is inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other combined or mixed items at the time of combination or mixing. If the combination or mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall keep the sole ownership or the co-ownership for us.

We undertake to release the securities to which we are entitled at the request of the customer to the extent that their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.

 

3. Designs and constructions

 

Drawings, models, templates, etc. remain our exclusive property. They are entrusted only for the agreed purpose and may not be used for any other purpose. Copies or other reproductions including storage, processing or distribution using electronic systems may only be made for the agreed purpose. Neither originals nor copies may be handed over to third parties or made accessible in any other way.

 

4. Software

 

The rights to the software contained in our products shall remain with us. We grant the purchaser the right to use the software in connection with the purchased product. Any use beyond this as well as copying, passing on or modifying the software is prohibited and will be prosecuted.

 

5. Cost estimates (fees and deadlines)

 

... are generally subject to a charge. The final compensation (currently 50,00 €) will be refunded or charged when the repair is carried out according to the cost estimate or, if applicable, when a new device is purchased. If the repair order is not placed with us within 4 weeks of the cost estimate being drawn up, we will return the equipment or parts to the customer's address, possibly in a disassembled state, at the customer's expense.

 

 

6. Cancellation

 

In the event of cancellation by the customer, we are entitled to demand a cancellation fee of 15% of the order total, or 50% in the case of special production after the start of the production work, without prejudice to the assertion of further damages. System parts, products or accessories that are manufactured individually for the customer are excluded from cancellation and will be invoiced in full.

 

 

Modified 12/2017