All business transactions entered into between Wöhler Technik GmbH (hereinafter referred to as “Seller”) and the buyer are subject to the following General Terms and Conditions as amended at the time of the purchase order.
We only deliver to business customers.
Our offering of goods in the Internet and in our catalogue does not constitute a binding offer in the legal sense. Upon placing an order, you make us an offer which we then accept either by explicitly confirming the order or by delivering the goods.
II. DELIVERY, SHIPPING COSTS AND PASSAGE OF RISK
We deliver the goods at the buyer’s expense to the delivery address specified by the buyer.
Deliveries outside Germany will be handled in accordance to DAP (Incoterms 2010).
Shipping and packaging costs for bulky goods (e.g. chimney tops, dust catchers, tube winders) will be specified at request.
III. PRICES AND TERMS OF PAYMENT
All prices, including any instalment rates, are quoted in Euros and do not include VAT at the legal rate and shipping costs.
If after conclusion of the contract it becomes apparent that our claim to payment is jeopardized by the buyer’s inability to pay, we may refuse to duly perform and may fix the buyer a deadline for payment concurrently with delivery or provision of security. If the deadline fixed expires without result, we are entitled to rescind the contract. The requirement to fix a deadline may be dispensed with if the buyer definitely and in earnest refuses to pay or if special circumstances justify immediate cancellation of the contract, having regard to both parties’ interests.
IV. RESERVATION OF OWNERSHIP
We retain title to all goods delivered by us until full payment of the purchase price. In the event of seizure or any other intervention by third parties, the buyer shall immediately inform us in writing.
The buyer is entitled to resell the purchased goods in the ordinary course of business; provided, however, the buyer hereby assigns to us all claims in the amount of the total invoice amount against his customers or third parties which accrue to the buyer from the resale of the goods, regardless of whether such goods have been resold without or after further processing.
The buyer retains its right to collect such claims even after the assignment.
This does not affect our own right to collect the claims ourselves. We agree that we will not collect such claims provided that the buyer meets his payment obligations on the basis of any consideration collected, that the buyer does not default on payment and that no petition in bankruptcy is been filed against the buyer and that the buyer does not suspend payment. If any of the above does occur, we are entitled to demand that the buyer notifies us of the claims assigned and of the identity of the relevant debtors, that the buyer provides us with all details necessary for collection, that the buyer hands over the relevant documents and informs the debtors (third parties) of such assignment.
We undertake to release any securities due to us at the buyer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; provided, however, that we are entitled to select the securities to be released.
V. WARRANTY AND LIABILITY
In case of new goods the warranty period is one year as of delivery of the goods to the first buyer. The warranty covers all manufacturing and material defects. Second-hand goods, wear parts and consumables (e.g. rechargeable batteries, sensors, filters), damages due to abnormal use or normal wearing are not covered by warranty.
The removal of defects falls to the manufacturer or an authorized Wöhler service point. The removal does not cause a warranty extension. Costs for packaging and transport as well as advanced services (calibration and checking) are not covered by warranty.
This limitation of liability does not apply to damages for injury to life, body and health for which the Seller is culpably responsible and/or to damage or loss caused intentionally or through gross negligence or fraudulence on the part of the Seller and/or if the Seller has made any warranties with regard to the nature of the goods and/or where claims under the Product Liability Act are concerned.
The liability for damage or loss of legal interests other than life, body and health is excluded insofar as such damage or loss has not been caused by intentional or grossly negligent behaviour on the part of the Seller or the Seller’s legal representatives or vicarious agents and provided that such conduct does not constitute violation of substantial covenants. This exclusion of liability does not apply where claims under the Product Liability Act are affected.
All warranty claims expire if the products serial number is intentionally manipulated, erased or made illegible or if repairs and or adjustments have been carried out from unauthorized third parties.
Please use our service order form for all warranty claims and include it to the parcel, together with a proof of purchase.
VI. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND GOVERNING LAW
The principal place of business of Woehler Messgeräte Kehrgeräte GmbH is the place of performance and exclusive jurisdiction for deliveries and payments and for any disputes arising between the Seller and the buyer out of any contracts entered into between them.
Any contracts between the buyer and the Seller are governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods as of April 11, 1980 (CISG) does not apply hereto. The Incoterms 2010 of the International Chamber of Commerce at Paris apply.
In the event that any of the provisions of the contract made with the buyer, including these Standard Terms and Conditions, is or becomes invalid, then this shall not affect the validity of the other provisions.