Terms of Service

The following conditions of sale, delivery, and payment shall be effective immediately. All previous conditions of sale, delivery and payment shall hereby cease to be in force.

  1. General Business Terms
    1. Only the following terms and conditions shall be legally valid and deemed as an integral part of our offers to enter into a contract as well as our sales contracts. Any terms and conditions stipulated by the customer will not be recognized by our company, even if we do not expressly objects to such terms and conditions, unless the validity of the said terms and condition was expressly approved by our company in writing. Only the terms and conditions stipulated by our company shall be legally valid, even if the delivery of goods to our buyer is carried out by our company without reservation and upon fully knowledge of any conflicting conditions or conditions which may deviate from our terms and conditions.
    2. Our terms and conditions shall also apply to all future business transactions concluded with the buyer, even if we do not expressly refer to the same terms and conditions again.
    3. With the exception of the managing directors, authorized signatory and general agents, the employees of our company are not authorized to enter into any agreement which may deviate from these terms and conditions or from our specification of services.
  2. Offers and conclusion of a contract
    1. Any offers made by our company are always non-binding and without engagement. The formation of a contract will only take place, if our company confirms the order of the buyer or carries out the delivery of goods.
    2. All agreements which have been entered into verbally or by telephone must be confirmed in writing by our company in order to be valid. The same shall apply to supplements, alterations or collateral agreements.
    3. Drawing, illustrations, weights and measures or other specifications are only binding, if this is expressly agreed upon in writing.
  3. Prices and terms of payment
    1. Unless otherwise provided for in agreement, our prices shall be effective, without insurance ex warehouse or ex works, exclusive of packaging and with the addition of the respective statutory valued added tax.
    2. Any data contained in brochures, advertisements, price lists and catalogues shall serve only as an approximate criterion, unless these are expressly stipulated as binding.
    3. We shall make every effort to maintain the prices stipulated by our company. In the event of unforeseeable, exceptional circumstances, such as price increase by the manufacturer and currency fluctuations, we shall reserve the right to pass on the price increase to the buyer. If the price increase exceeds the specified purchase price by more than 10%, the buyer shall have the right to withdraw from the sales contract.
    4. Payment is due fourteen days after invoice date.
    5. We shall have the right to demand that the delivery is to be concurrent with the payment, without stating the reasons pertaining thereto. If our company recognizes after the conclusion of the contract that our right to counterperformance is jeopardized through the lack of financial capacity of the buyer, then we shall have the right to demand cash in advance or the provision of collateral or security. The same shall apply if the buyer is in default of acceptance or has already violated stipulated terms of payments.
    6. We expressly reserve the right to reject checks or bills of exchange. The acceptance shall always be effected on account of performance. Discounting and bill charges shall be paid by the buyer and are immediately due for payment.
    7. If the buyer is in default of payment, we shall have the right to demand interest on arrears amounting to 7 % above the current base interest rate in accordance with section 1 of the DÜG. The buyer shall have the right to furnish proof that our company has not suffered any damage or that the extent of the damage sustained is muss less compared to the damage claimed as a result of the default. The company reserves the right to assert a claim for higher damages.
    8. An additional EURO 5.00 will be charged for every dunning notice issued after the due date of the debt. In the event of default, any agreement pertaining to respite or extension of payment as well as any period allowed for payment shall become null and void.
  4. Delivery
    1. The delivery of goods shall be effected through a forwarding agency. We will designate the transport company or the forwarding agent.
    2. We shall make every effort to deliver the goods within the shortest possible period of time and to comply with the delivery periods or delivery dates. The dates and periods, which we have specified to the merchants, are not binding, unless otherwise expressly agreed upon in writing.
    3. We shall have the right to effect partial delivery and part performance at any time provided that such partial delivery or part performance is carried out within a reasonable scale.
    4. If the buyers are not merchants, then these buyers can withdraw from the contract or claim damages after a grace period of six weeks which is to be specified and which shall commence as soon as we have received the appointment of the grace period. However, the latter claim for damages is only permissible, if intention or gross negligence was committed by our company or by the persons employed by our company in performing an obligation. The extended liability pursuant to section 287 of the BGB (“Bürgerliches Gesetzbuch” or Civil Code) shall be excluded.
    5. Furthermore, the following provisions shall apply to business transactions with merchants:
    6. The delivery shall be carried out subject to the correct and prompt delivery of goods to us as well as the successful arrival of the goods. We are not liable for any delays in delivery and performance resulting from force majeure or similar circumstances which arise after the conclusion of the contract and which are beyond our control such as industrial disputes, official directives, irrespective of whether these delays occur at our suppliers or their subcontractors. In these cases, the delivery period is extended by the duration of the hindrance plus the length of time corresponding to a reasonable setting-up period; the maximum extension however, shall be three months. In this respect, both parties shall have the right to withdraw from the contract after the expiration of this time limit. The same shall apply if the delay causes substantial disadvantages to any of the contracting parties.
    7. In all cases of delayed delivery, any claim for damages asserted by the buyer owing to the delay in delivery as well as any claim for damages in lieu of performance shall be excluded, even after the expiration of the time limit which was stipulated to us for the delivery of goods. This shall not apply, if mandatory liability accrues the event of intention and gross negligence or as result of health or bodily injuries or death. The buyer shall have the right to withdraw from the contract within the framework of the statutory provisions, only if our company is liable for the delay in delivery. A change in the burden of proof to the disadvantage of the buyer shall have no connection with the preceding provisions. 
  5. Passage of risk
    1. The goods will be delivered via mail, train, forwarder or company lorry. The mode of transport will be selected by our company.
    2. The goods will be transported for the account and at the risk of the buyer. This shall also apply to any possible sales returns. The risk is transferred to the buyer as soon as the goods are handed over to the transport company designated to carry the goods or to the forwarding agent. This shall also apply, if partial deliveries are carried out or if our company has assumed the performance of other obligations such as transportation charges, carriage and installation.  If the forwarding of goods is carried out at a delivery date which is subsequent to the earliest possible delivery date, either at the request of the buyer or due to other reasons which are within the sphere of responsibility of the buyer, then the risk shall be transferred to the buyer upon notification of the readiness to deliver.
    3. Upon request and at the expenses of the buyer, we will insure the consignment of goods against theft, breakage, transport damage, damage causes by fire and water as well as other risks.
  6. Reservation of ownership
    1. We shall reserve the propriety rights to the object sold until the payment of all existing and accruing receivables arising from the business relations. We will release a portion of the corresponding security interests at the request of the buyer, if the values of all security interests, to which we are entitled, exceeds the amount of all secured claims by more than 20%.
    2. The buyer shall have the right to process and sell the goods subject to reservation (reserved goods) in the course of regular business activity, provided that the buyer is not in default or a petition for the opening of bankruptcy proceedings against his assets has not been filed. Any pledge or chattel mortgage as well as assignment of receivables shall be permissible, only if our written consent was previously issued in this regard.
    3. If the delivered goods are processed by the buyer, the reservation of ownership with respect to the goods subject to reservation shall not expire. The processing or reconstruction shall be carried out for us as manufacturer, without any subsequent obligations being incurred by the company. If the goods owned by the buyer or by a third party are processed, we shall acquire joint ownership of the object which results from such processing; the joint ownership acquired shall correspond to the ration of the value of goods delivered by our company (invoice value including value-added tax) to the other processed goods at the time of processing. If there is a union or mixture of the reserved goods with a principal thing owned by the buyer, then it shall already be stipulated in this agreement that the buyer shall transfer the joint ownership of the uniform goods to us on a pro rata basis. The buyer is under obligation to preserve our joint ownership for us without any remuneration. The pertinent provisions shall apply, if there is any mixture or union of the reserved goods with other goods.
    4. In the event of resale, the buyerís receivable arising from the resale as well as all ancillary rights pertaining thereto shall be assigned to us by the buyer in order to provide security for our claims. If our company is only a joint owner of the goods sold, the assignment shall be restricted to the share of the receivables which corresponds to our joint-ownership share. The buyer shall have the right, until revoked, to collect, for his own account and his own name, the receivables from the resale which were assigned to us. We shall have the right to revoke the authorization to collect, if the buyer fails to fulfil his contractual obligations, especially in the event of any delayed performance. At our request, the buyer  is under obligation to disclose the debtors of the assigned receivables and to hand over all the necessary information and documents to us as well as to notify the debtors of the assignment. We shall have the right to disclose the assignment of the debtors at any time.
    5. With the regard to the safekeeping of the goods which are owned (jointly owned) by our company, the buyer is obliged to exercise care and to carry this out at his own expense, to insure the said goods against the risk of fired and theft and to provide evidence as to the conclusion of an insurance contract, if requested.
    6. As soon as the facts are known to the buyer, the buyer is obliged to immediately inform us of any thirdparty access to the goods subject to reservation and to provide us with all the information and documents which are needed for an intervention. The buyer shall be liable for all the costs which have accrued for the revocation of the access (particularly through the institution of a third-party action against execution), if these costs cannot be recovered from the petitioning creditor.
    7. If the behaviour of the buyer is contrary to the terms of the agreement, especially in the event of a default in payment, our company shall have the right to withdraw from the contract and to take back the goods sold. The buyer is under obligation to return the goods and to defray the costs relating to the taking back of the goods. After the issuance of a warning, we shall have the right to realize or sell the reserved goods which were taken back. The realization proceeds minus the appropriate realization costs will be charged to the liabilities of the buyer.
  7. Damages
    1. Any claim for damages and reimbursement of expenses (hereinafter: claims for damages) by the buyer, particularly as a result of the violation of duties arising from an obligatory relation and from a tortious act, shall be excluded, irrespective of the legal reason. 
    2. This shall not apply, if mandatory liability accrues, e.g. in cases of intention and gross negligence, as a result of health or bodily injuries or death, as a result of any breach of major contractual duties and in accordance with the law on product liability. However, the claim for damages owing to the breach of major contractual duties shall be limited to the standard contractual, foreseeable damages, unless an intentional or grossly negligent act has been committed, or mandatory liability exists due to health or bodily injuries or death. A change in the burden of proof to the disadvantage of the buyer shall have no connection with the preceding provisions.
    3. If the buyer is entitles to damage claims according to the aforementioned Article 8, then it is stipulated in Article 7.7 that these claims shall become statute-barred upon the expiration of the limitation period which applies to claims bases on redhibitory defects. The statutory period of limitation shall apply to damage claims which are in accordance with the law on product liability.
  8. Concluding provisions
    1. The law of the Federal Republic of Germany shall apply. The applicability of the uniform UN-law on the international sale of goods (CISG) shall be excluded.
    2. The place of performance for all obligations arising from this contract shall be Weyhe.
    3. With respect to business transactions with merchants, legal persons under public law or special assets of the Federal Government, Walsrode shall be the place of jurisdiction. This place of jurisdiction shall be the exclusive place of jurisdiction for all legal proceeding instituted against our company. We hereby reserve the right to also sue the customer at a legally justified place of jurisdiction.
    4. Alterations of the contract, supplements and collateral agreements must be made in writing in order to be valid.
    5. Should any of the provisions of these general terms and conditions cease to be effective, or if there is a gap in the provisions of the contract, the validity of the other provisions shall remain unaffected. The invalid or incomplete provisions shall be replaced by a provision which comes closest to the commercial essence and purpose of the desired provision.

 

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Wöhlke EDV-Beratung GmbH
Grützmacher Straße 4
28844 Weyhe
Germany


Phone: +49 - 421 - 80 27 91 0
Fax: +49 - 421 - 80 27 91 18
E-Mail: info@woehlke-edv.de