General Terms and Conditions of Sale and Delivery of WMT-Services GmbH
WMT-Services GmbH
Am Galgenturm 1
97638 Mellrichstadt
Telefon: +49 (9776) 9576
Telefax: +49 (9776) 7119
info@wmt-services.de
### 1. General Provisions
1. The following Terms and Conditions shall apply exclusively to all business relationships between the Purchaser and us. Any conflicting or deviating terms and conditions of the Purchaser are hereby expressly rejected. They shall only be recognized if and to the extent that we have explicitly confirmed them in writing prior to agreement. Our terms and conditions shall also apply if we perform deliveries without reservation despite knowing of conflicting or deviating terms of the Purchaser. These terms and conditions are simultaneously agreed to apply to all future contracts. Our General Terms and Conditions do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).
2. Contracts between the Purchaser and us, as well as any amendments or supplements thereto, require written form. This requirement also applies to verbal agreements, collateral agreements, and any waiver of the written form requirement itself. All agreements made between us and the Purchaser for the purpose of executing the respective contract are set down in writing in said contract.
### 2. Order Acceptance
1. Our offers are non-binding and valid for 4 weeks. Every order confirmation is subject to correct and timely self-delivery by our suppliers.
2. The Purchaser is bound to their order. The Purchaser may revoke the order if we have not confirmed it within four weeks of receipt.
3. The scope of our delivery obligations, particularly regarding quantities and specification parameters, is defined exclusively by our written offer and/or our written order confirmation. Guarantees are only valid if explicitly designated as such in our order confirmation. Information contained in brochures, catalogs, etc., is considered approximate only, unless otherwise specified in the offer and/or order confirmation.
4. The suitability of our products for specific applications is derived exclusively from our brochures. It is solely the Purchaser's responsibility to verify the suitability of our products for other intended purposes (including further processing by the Purchaser and the purposes of their customers). Any liability for the suitability of our supplied items for the Purchaser's specific purposes requires that we have inspected and expressly confirmed or guaranteed such suitability in writing.
### 3. Prices and Terms of Payment
1. Prices are calculated in Euros plus Value Added Tax (VAT) at the applicable statutory rate. Our prices are quoted ex-works (EXW). Packaging, freight, customs duties, test certificates, and material certifications will be invoiced separately, unless explicitly included in the unit price. If, by way of exception, freight-paid delivery has been agreed upon, we reserve the right to pass on any freight rate increases occurring after order confirmation to the Purchaser.
2. Unless stated otherwise in the order confirmation, our invoices are payable net within 10 days of the invoice date. Payment by bill of exchange is excluded. After expiration of the payment period, we are entitled to charge standard bank interest from the due date without requiring a separate reminder. Payments made by the Purchaser shall always be applied to settle the oldest outstanding liability.
3. Invoices are processed electronically, and as a rule, all invoices will be sent via electronic means.
4. In the event of non-compliance with our payment terms or circumstances that indicate a reduction in the Purchaser's creditworthiness, all our claims arising from the business relationship with the Purchaser shall become due immediately. Furthermore, we shall be entitled to withhold outstanding deliveries—even if based on another order—and perform further deliveries only against advance payment or adequate security.
5. In addition, we are entitled to withdraw from the contract if the Purchaser has neither effected payment nor provided security within a reasonable grace period set by us.
6. The exercise of set-off or retention rights is permitted only with counterclaims that are undisputed or legally established. The Purchaser is not entitled to assign claims arising from the contractual relationship to third parties without our prior written consent. We are entitled to assign all claims arising from the contractual relationship without the consent of the Purchaser.
7. In the event of default of payment, we reserve the right to charge daily interest on the gross invoice amount based on the current base interest rate plus 5% default interest per annum on the gross invoice amount.
### 4. Deliveries
1. Delivery periods and delivery dates are non-binding unless expressly guaranteed in writing. The delivery period begins only after all technical details to be provided by the customer—such as drawings, dimension specifications, and parts to be supplied—have been fully clarified, and any necessary permits or approvals have been obtained. In the case of agreed advance payments, the delivery time begins upon receipt of payment.
2. Deliveries are made at the risk of the Purchaser, even in the case of freight-paid delivery, and will only be insured against transport damage at the explicit request and expense of the Purchaser. Packaging material will be charged to the Purchaser at cost price.
3. Delivery delays beyond our control—in particular due to force majeure, strikes, or operational disruptions at our premises or those of our suppliers—shall extend an agreed delivery period by the duration of the hindrance. If the agreed delivery time is exceeded by more than 10 weeks due to such circumstances, both we and the Purchaser shall have the right to withdraw from the contract. Prior to that, a right of withdrawal exists only if we have notified the Purchaser in writing that performance cannot or can no longer be rendered by us. The above limitation does not apply to fixed-date transactions (Fixgeschäfte).
4. In the event of non-compliance with agreed delivery dates, the Purchaser is obligated to grant us a reasonable grace period. If the Purchaser does not declare when setting the grace period whether they insist on performance or intend to exercise their right of withdrawal, and if no such declaration is received by us within a further period of 2 weeks, we are entitled to withdraw from the contract, provided we have informed the Purchaser of this in writing. The Purchaser's right to claim damages remains unaffected hereby and is governed by the conditions in Section 8.
5. We are entitled to make partial deliveries.
### 5. Acceptance and Storage
1. The Purchaser shall accept the goods immediately upon notification of readiness for shipment. If acceptance does not occur for any reason, the risk and storage costs shall pass to the Purchaser.
2. In the case of call-off orders, the Purchaser must call off the goods no later than three months after notification of readiness for shipment.
3. If the Purchaser defaults on acceptance or call-off, we are entitled to withdraw from the contract and demand 30% of the agreed price as liquidated damages without requiring proof of actual damage. The Purchaser reserves the right to prove that no damage occurred or that the damage was significantly lower than the flat rate. Our right to claim higher actual damages remains unaffected.
### 6. Retention of Title
1. Title to the delivered goods (reserved goods) shall pass to the Purchaser only upon full payment of all claims originating from or arising in connection with the ongoing business relationship. In the case of multiple claims or current accounts, the retention of title serves as security for the outstanding balance, even if individual shipments of goods have been paid for. The retention of title also extends to new goods created through combination, mixing, or processing in proportion to the invoice value of the combined or mixed goods.
2. For the duration of the retention of title, the Purchaser must insure the delivered items/goods against fire, theft, and water damage for at least the full purchase price and provide proof of insurance upon request. The Purchaser hereby assigns all claims under these insurance policies to us. We hereby accept this assignment.
3. The Purchaser is authorized to resell the reserved goods in the ordinary course of business. Pledging or transfer of ownership by way of security is impermissible. The Purchaser hereby assigns to us as security all claims arising from the resale or any other legal ground concerning the reserved goods, including all balance claims from current accounts, up to the invoice amount of the reserved goods. The Purchaser is irrevocably authorized to collect the assigned claims on our behalf in their own name. Collected proceeds from the sale of our deliveries or from any other legal ground shall be received and held in trust for us. If the Purchaser fails to properly meet their payment obligations to us, the Purchaser shall, at our request, immediately notify their buyers of the assignment and provide us with the information and documents required for collection.
4. In the event of third-party seizures or interventions regarding the reserved goods, the Purchaser must point out our ownership rights and notify us immediately in writing.
5. In the event of payment default by the Purchaser exceeding 3 weeks, we are entitled to take back the reserved goods without having to withdraw from the contract, and to enter premises where the reserved goods are stored. Any existing surrender claims against third parties are hereby assigned to us by the Purchaser. Our right to claim damages remains unaffected.
6. If the value of all reserved goods and other securities exceeds the secured claims by more than 20%, the Purchaser may demand the release of reserved goods or securities of our choice to that extent.
### 7. Warranty Claims for Defects
1. Obvious defects must be reported by the Purchaser in writing within 7 days of receipt. Defects that could not be detected even upon proper inspection upon receipt of goods must be reported in writing within 2 weeks of discovery. Timely dispatch of the notification of defect within the specified periods shall suffice to safeguard the Purchaser's rights.
2. In the event of justified and properly notified defects, we are obligated, at our choice and within a reasonable delivery time, to either repair the defective goods or replace them with defect-free goods.
3. As long as we fulfill our obligations for supplementary performance (Nacherfüllung)—in particular regarding the rectification of defects or the delivery of a defect-free item—the Purchaser has no right to demand a reduction in remuneration or to declare withdrawal from the contract, unless supplementary performance has failed. Supplementary performance shall be deemed to have failed in particular if we refuse repair or replacement, if both are unreasonable for the Purchaser, if we fail to respond to a justified complaint within a reasonable period of at least three weeks, or if repair attempts fail or replacement goods are likewise defective and properly reported pursuant to Section 7.1 above. A right to withdraw and a claim for damages instead of whole performance exists only if the defect is not insignificant. The Purchaser's right to claim damages is in all cases governed by Section 8. Section 444 BGB remains unaffected.
4. Claims for defects shall not exist if the Purchaser undertakes or arranges unauthorized repair attempts.
5. A right to withdraw and a claim for damages instead of performance due to a breach of non-performance-related duties pursuant to Section 241 (2) BGB shall only accrue to the Purchaser beyond statutory prerequisites if the Purchaser has issued a written warning to us beforehand and the breach of duty was nevertheless not ceased by us or our suppliers.
6. The warranty period is 12 months from the transfer of risk. Wear parts (seals, diaphragms, etc.) are excluded from warranty. Regarding guaranteed characteristics, Section 2.3 applies.
7. We are entitled to reject warranty claims as long as the customer is in default of payment.
### 8. Damages and Limitation of Liability
1. Claims for damages, regardless of the nature of the breach of duty including tortious acts, are excluded unless caused by intentional misconduct or gross negligence.
2. In the event of a breach of essential contractual duties (cardinal obligations), we shall be liable for any negligence, but limited to the amount of foreseeable, typical damage. Claims for lost profits, separate expenses, third-party damage claims, and other indirect or consequential damages cannot be claimed, unless a guaranteed performance feature specifically aimed to protect the Purchaser against such damages.
3. The limitations and exclusions of liability in paragraphs 1 and 2 shall not apply to claims arising from fraudulent intent, liability for guaranteed performance features, claims under the Product Liability Act (Produkthaftungsgesetz), or damages resulting from injury to life, body, or health.
4. To the extent our liability is excluded or limited, such exclusion or limitation shall also apply to our employees, workers, representatives, and vicarious agents.
### 9. Limitation Period (Statute of Limitations)
1. Claims for defects shall lapse within 9 months following delivery of the goods to the Purchaser.
2. Claims for damages not connected with a defect shall lapse within one year from the end of the year in which the claim arose and the Purchaser acquired knowledge of the circumstances giving rise to the claim or should have acquired such knowledge without gross negligence.
### 10. Copyrights and Intellectual Property Rights
1. Drawings, technical descriptions, operating instructions, cost estimates, and other documentation are recognized by the Purchaser as our trade secrets and remain our property. They may not be copied, reproduced, or made available to third parties in any form without our written consent. As an exception, drawings may be passed on to suppliers who require them for calculation and/or manufacturing purposes. Where possible, drawings shall be passed on in a neutral state without brand identifiers. This exception does not require further written consent. Replication based on engineering and other documents provided to us will occur only in the event of an executed order.
2. Responsibility for the infringement of third-party intellectual property rights shall be borne by the party proposing the technical execution or providing the descriptions, drawings, and other documentation.
### 11. Additional Agreements
1. Should a supplier fail to deliver the required quality or quantity of goods ordered by WMT-Services GmbH, we reserve the right to grant them a reasonable cure period to rectify defects. This also applies to sample processing orders.
2. In the event of insolvency proceedings concerning the Purchaser, we reserve the right to cancel orders placed with commissioned suppliers or suspend them until final clarification by the insolvency administrator.
3. For complaints and formal notifications, we reserve the right to charge an administrative processing fee of at least EUR 50.00 per complaint.
### 12. Final Provisions
1. The place of performance is our company seat in 86980 Ingenried; the place of jurisdiction for our legal relationships within the meaning of the German Commercial Code (HGB) is Munich, Germany. We are also entitled to initiate legal proceedings at any other court having statutory jurisdiction.
2. The legal relationship between the Purchaser and us arising out of or in connection with the business relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. Should any provision of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of an invalid provision, a valid provision that comes closest to the intended economic purpose shall be deemed agreed by way of supplementary contractual interpretation. If necessary, the relevant statutory provisions shall apply.