These general standard terms and conditions (GTC) apply to all present and future deliveries and payments to our customers, even if they are not agreed on every time newly.
WESERALU does not accept purchase conditions or other conditions of the customer standing contrarily. If there are counter-confirmations of the customer under reference to his business and purchase conditions, these terms and conditions reject them.
Offers of WESERALU without a commitment period are not legally binding and subject to change.
WESERALU reserves technical and formal deviations of descriptions and details in catalogues, leaflets and written documents as well as construction, model and material changes for itself in the course of the technological progress or at change of the market situation. The customer cannot derive any rights from changes or deviations against WESERALU.
WESERALU reserves his exploitation rights to copyright and property absolutely to cost estimates, drawings and other documents (in the following: documents). The documents may be made accessible to third parties only after a previous consent by WESERALU and have to be given back immediately on desire, if the order is not placed.
All prices are valid as of place of business of WESERALU if not agreed differently. The applicable value-added tax has to be added to all indicated prices.
Underdeliveries and deliveries over the ordered quantity according to § 7 number 2 clause 5 of these terms and conditions do not have influence on the offered and/or agreed prices.
WESERALU can deduct payments of the costumer to the oldest fault of the customer at first, even against other conditions of the customer. If costs or interest has already arisen, WESERALU can credit the payments to the expense first, then on the interest and last on the main demand according to § 367 paragraph 1 BGB (“Bürgerliches Gesetzbuch” / German civil code).
Against a demand of WESERALU the customer can only offset with uncontested or legally valid counterclaims. The customer cannot assert any rights of retention in this contractual relationship from other contract relationships with WESERALU.
The acceptance of checks or changes are only made on account of payment. Discount or change charges have to be borne by the customer and are immediately payable.
Unless otherwise stated in the order confirmation, the claim is to be paid net within 14 days after the invoice date without any deduction.
If the customer comes in delay of payment, WESERALU is entitled to demand default interest at the rate of eight percentage points above the respective base interest rate. If WESERALU is able to prove a higher delay damage, WESERALU is entitled to assert also that.
As far as WESERALU is obliged to take back the packaging used for transportation according to the packaging regulation, the customer bears the costs for the return transport of the used packaging and the costs indicated of its usage or - as far as it is possible and suitable - the costs which incur in addition for a renewed usage of the packaging. WESERALU reserves appropriate price adjustments for itself.
If WESERALU has taken over checks and/or the technical approval at the own place of business according to special conditions, then the customer bears all required additional costs besides the payment. If the acceptance is not immediately carried out by the customer after indication of readiness for acceptance, WESERALU is entitled after granting an adequate additional respite to send the product or to store it at the expense and risk of the customer. The product is then regarded as accepted.
If WESERALU has produced or procured tools on behalf of the customer and nothing else has been agreed, the customer bears the tool-related development costs including material and work performance costs. Unless otherwise agreed, the tools remain the property of WESERALU. If three years have passed since the last delivery to the customer, WESERALU is not obliged to keep the goods for further storage.
If the customer comes in delay of payment, WESERALU is entitled - notwithstanding other rights - to take back delivered products and rendered services and to make it use of it another way.
If the customer comes in delay of payment or if there are concrete indications for a forthcoming insolvency of the customer, WESERALU is entitled to stop work on all orders of the customer. WESERALU can demand the immediate advance payment of all claims including changes and amounts owed or appropriate safeties.
With delivery / handing over of the goods including the accompanying materials to the customer or with provision of service, deliveries and transfer of risks have taken place. In case of shipment, the goods are transferred to the customer when the consignment has been handed over to the transport company. If the shipment is delayed without fault of WESERALU or if the dispatch becomes impossible, the risk is transferred to the customer with dispatch of the notification of readiness for dispatch to the customer. WESERALU only takes out insurance for the shipment of goods against theft, breakage, transport, fire and water damages as well as other insurable risks upon the express request of the customer and at the expense of the customer.
Appointments and deadlines mentioned by WESERALU are not binding, unless expressly agreed otherwise. The delivery dates only apply to the extent that WESERALU itself is supplied correctly and on time. The appointments and deadlines commence on the day of the order confirmation by WESERALU and, subject to all rights of WESERALU, shall be extended by the time the customer is in default of payment. Within the scope of the contractual relationship, partial deliveries are permissible if the receiving of the goods by the customer is not associated with disproportionate expenses. WESERALU is entitled to make an underdelivery or overdelivery amounting to 10 percent of the respective order quantity. In deviation of this, the deviation may be +/- 50 kilograms in case of an order quantity of ≤ 500 kilograms. Such underdeliveries and overdeliveries have production-technical reasons and are considered contractually by the customer.
Delivery periods begin with the dispatch of the order confirmation, but not before complete clarification of all details of the order and the provision of the documents, approvals and releases to be procured by the customer and before receipt of an agreed down payment or opening of a letter of credit.
Even in case of bindingly agreed deadlines and appointments, WESERALU is not responsible for delays in delivery and performance due to force majeure or due to incidents which make it considerably more difficult or impossible for WESERALU to deliver. This includes, among other things, industrial disputes, interruption of operations, official orders, material procurement difficulties, even if these incidents occur at suppliers or subcontractors of WESERALU. WESERALU is then entitled to postpone the performance or delivery by the duration of the obstruction plus a reasonable starting period. In addition, WESERALU may withdraw completely or partly from the contract due to the unfulfilled part of the service. In case of deliveries with installation or assembly, the passing of risk takes place on the day of handing over / acceptance.
If loading or transport of the goods is delayed for a reason WESERALU is not responsible for, WESERALU or its representatives shall be entitled, but not obliged, to store the goods at their reasonable discretion at the expense and risk of the customer and to the exclusion of any liability and if necessary in the open air, to take all measures deemed appropriate for the maintenance of the goods and to invoice the goods as delivered. In case of default in acceptance, WESERALU is entitled to charge the usual storage fees.
The delivery period shall be reasonably extended if the costumer has subsequent modification or supplement requests.
Performances and products due to this contract remain in the property of WESERALU until fulfilment of every, also further demand from this contract and from the complete business relations with the customer.
The customer shall be entitled to change, process or adapt the product to his requirements in another way which is under reservation of title within the ordinary course of business. This right is only valid, if the customer is not in delay and the license conditions of WESERALU does not stand contrary to this right. The product being under reservation of title cannot be pawned or pledged as a security. The customer hands over already now the demands which arise from the resale or another legal justification (insurance, tortious act, etc.) to the products contained by the reservation of title. On desire of WESERALU the customer is committed to announce the assignment of third parties for the purpose of payment and to give information and hand over documents which are necessary for assertion of the rights of WESERALU.
If products delivered under retention of title (reserved goods) are processed, connected or mixed with other goods by the customer, WESERALU shall be proportionally entitled to co-ownership of the new object in relation to the invoice value of the reserved goods to the invoice value of the other used goods. If the property of WESERALU expires by connection or intermixing, the costumer already now transfers the rights of ownership which are entitled to the customer to WESERALU at the new stock or the good on the scale of the invoice value of the reserved goods and the costumer keeps the goods free of charge for WESERALU. The co-ownership rights arising after this are regarded as reserved goods according to § 6 number 1 of these terms and conditions.
The customer points out the property of WESERALU if third parties access the product being under reservation of title, particularly by distraint. In such a case, the customer has to inform WESERALU immediately. Legal fees, out-of-court costs and other costs which arise from such an access are borne by the customer. The customer is completely liable for possible damages.
If the customer behaves in breach of contract or if he gets in delay of payment, WESERALU can take back goods being under reservation of title at the expense of the customer or if necessary, WESERALU can require the claim for restitution of the customer to third parties. The withdrawal and the distraint of the product being under reservation of title by WESERALU means no rescission of the contract, subject to the validity of other mandatory legal provisions.
If the delivered product is processed or reorganized by the customer, this is carried out for WESERALU as producer. However, no obligation arises for WESERALU from such processes, if the property or co-ownership of the uniform product (invoice value) of the customer devolves on WESERALU proportionately. The customer keeps safe the property or co-ownership of WESERALU free of charge for WESERALU.
If the reserved product is installed to a property or building, the customer already now transfers his right to compensation against third parties to WESERALU in height of the invoice value of the product including the right to grant of a debt-securing mortgage. In addition, the customer commit himself to transfer a debt-securing mortgage already ordered to WESERALU. Furthermore, the customer already now transfers his wage claim to WESERALU in height of the invoice value of the product delivered by WESERALU. WESERALU hereby accepts the transfer of those rights already now.
If the reservation of ownership or transferring is not effective according to the law of the country / state in which the goods are located, the security closest to the reservation of ownership or transferring in that country / state shall be deemed as agreed. If the participation of the customer is necessary after this, the customer has to take all legal actions being necessary for establishment and preservation of such rights.
Decisive for the condition of the product as stipulated in the contract is the time of leaving the place of business of WESERALU. The delivering object has to be checked immediately after reception. Complaints are lodged immediately and have to be delivered to WESERALU in writing within two weeks at the latest after the reception. This applies particularly for defects of the exterior condition and in regard to the completeness of the delivery. In case of a damage in transit, the receiver also has to complain it the carrier immediately at the reception of the product and to let the carrier certify the damage on the consignment note, concomitant with claiming compensation claims. If no certificate was obtained, claims for damages are not accepted.
Material deficiency claims come under the statute of limitations within twelve months from the day of passing of risks. This is not valid as far as the law stipulates longer periods obligatory, as well as in cases of an injury of life, body or health, in cases of a deliberate or grossly negligent breach of duty by WESERALU and in case of a fraudulent concealment of a defect.
For all components or performances which show a material deficiency within the period of limitation, WESERALU have the choice of repairing those free of charge, replacing those or of providing again and newly, provided that the cause of the defect was already there at the time of passing of risks.
Warranty claims of the customer do not exist for deliveries with deviations of quantity mentioned in § 7 number 2 clause 5 of these terms and conditions, in addition not in cases of only insignificant deviation of the agreed composition, not in cases of an insignificant impairment of usefulness, not in cases of a natural wear and tear or in cases of damages which have arisen after passing of risks from incorrect or careless treatment, use of unsuitable operating resources, faulty construction work, power surge, lightning strike, external influences and from changes or repairs carried out improperly and maintenance not carried out properly in accordance with the operating instructions.
The details of the delivery items and purpose e.g. about measures, weight, hardness, utility value, temperatures, etc. are only descriptions or indicators and no guaranteed attributes. These are non-binding guidelines and are just guaranteed as far as these are tested by the costumer for the special application and are correspond to samplings released for this.
Any further claims are excluded. In particular, WESERALU is not liable for damages occurring to the delivery item, for lost profits or economic damages of the contracting partner. In the case of the improvement WESERALU pays the employment costs. The customer pays all other costs of the improvement as well as the additional delivery costs and transport costs for any spare parts, as far as these additional/other costs are not unreasonably high in relation to the value. If the check of a notice of defects reveals that a case of warranty does not exist, WESERALU is entitled to demand all expenses reimbursed. Costs of the check and repair are charged to the customer.
The guarantee granted further requires that the customer names any defect occurred adequately concrete in writing and set WESERALU an adequate period for improvement or replacement. The customer has to give WESERALU the opportunity to check the reproached defect on the spot by WESERALU or a representative. For all repairs and replacements seeming necessary as appears just, the customer has to give WESERALU the necessary time and opportunity after communication and to provide helpers on request.
Only in urgent cases of the endangering of the operational safety, that have to be reported to WESERALU, or if WESERALU is in delay of remedy of defects, the customer has the right to remedy the defect by himself or third parties and a claim for appropriate recover of his costs.
As far as nothing else is intended, claims are excluded, particularly in cases of a product defect caused by WESERALU due to tort, special breach of contract and defaults in contracting, and in cases of impossibility and inabilities, as far as WESERALU is not guilty of intent or gross negligence. Claims of rightful claimants according to the German Product Liability Act remain unaffected by this.
Claims are excluded at foreign make, particularly because of a product defect the manufacturer is responsible for. In this respect WESERALU transfers all claims to the customer which WESERALU have against the respective manufacturer and/or pre-suppliers.
The customer has the obligation to check the delivered product of obvious defects. Obvious defects and significant, easily visible damages have to be reported in writing within one week from delivery and notified as a defect. The business duties of complaint and inspection of the customer are not restricted by this.
In accordance with these terms and conditions, WESERALU warrants that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against him based on an infringement of such rights.
In case the delivery item infringes an industrial property right or copyright of a third party, WESERALU shall modify or replace the delivery item at its discretion and expense in such a way that no third party rights are infringed, but in a way that the delivery item continues to fulfil the contractually agreed functions, or WESERALU provides the customer with the right of use by concluding a license agreement. If WESERALU does not achieve this within a reasonable period of time, the customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages of the customer are subject to the limitations of § 7 and § 9 of these GTCS.
In case of infringements of rights through products of other manufacturers supplied by WESERALU, WESERALU shall assert its claims against the manufacturers and suppliers for the account of the customer or transfer its claims to the customer at its discretion. Claims against WESERALU only exist if the judicial enforcement of the claims against the manufacturers and suppliers has been unsuccessful or if judicial enforcement is futile, for example due to insolvency.
If WESERALU is obliged to make compensatory damages due to the legal provisions according to these conditions, in case that the damage was caused slightly negligently, the liability is limited as follows. A liability of WESERALU is only given in case of injury of essential contractual obligations and is limited to typical damage that were foreseeable at the time of completion of the contract. Forgoing limitation does not apply to damages to life, body or health. If the damage is covered by an insurance taken out by a contracting party, WESERALU is only liable to disadvantages of the contracting partner like a higher insurance premium or disadvantageous interest rates that ensued from claim adjustment. Liability is excluded for damage caused slightly negligently by a defect of the subject matter of the contract. Liability is not affected, irrespective of a fault, in case of a fraudulent concealment of a defect, acceptance of a guarantee or according to the German Product Liability Act.
The customer can only transfer rights from the contract to third parties with a previous consent of WESERALU.
WESERALU is justifiable to transfer her attributable rights resulting of contractual obligations to third parties. WESERALU can have all duties fulfilled by third parties within the context of the order contract. The customer then accepts the raised performance as a performance of WESERALU.
A change of the contracting party on the part of WESERALU is admissible. If the duties were taken on by a third party, the customer has an extraordinary right of cancellation. This right of cancellation has to be exercised within four weeks after obtaining knowledge of the change of the contracting party. After expiration of this period of time the contractual relationship with the third party continues.
The place of jurisdiction is Minden/Westphalia, Germany for all disputes from or in connection with the contractual relationship at business relations of WESERALU with merchants, legal entities of public law or special fund under public law. WESERALU is also entitled to take legal action at the place of business of the customer.
The relations between WESERALU and the customer are exclusively subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 does not apply.
WESERALU saves the data of the customers in the context of the mutual business relations according to the German Federal Data Protection Act.
The customer acknowledges that WESERALU stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act (“Bundesdatenschutzgesetz”) for the purpose of data processing and reserves the right to transmit the data to third parties insofar as this is necessary for fulfilment of the contract.
There are no verbal ancillary agreements. Transaction endorsements or modifications of all agreements require the writing form; this also applies to the annulment of the statutory written form.