Terms and Conditions of Payment and Delivery

WEDA Roland Werner GmbH - Status: 1. Mai 2014

§ 1 General conditions of sale
1. The following terms and conditions shall apply to all contracts of WEDA Ltd. relating to delivery and performance. General terms and conditions imposed by the customer are hereby expressly and completely refuted in all forms.
2. Differing agreements with our employees only become valid if it will be confirmed in writing by an authorized representative of WEDA Ltd.
§ 2 Conclusion of contract
Orders of the customer should be made online, by telephone, by fax or by mail and will be confirmed by WEDA Ltd. in the same way or will be concluded in prompt delivery of the ordered goods.
§ 3 Delivery times
1. Delivery dates and periods which are binding agreed will be confirmed in writing by WEDA Ltd. Delivery periods begin at the date of order confirmation. In case the buyer fails to meet his payment obligations the seller will be entitled to suspend any further delivery.
2. Delivery time and performance shall be reasonably extended in the context of events relating to unforeseen obstacles which lie outside the control of WEDA Ltd. The seller will be relieved from obligations of delivery for the length of the circumstances and both parties are entitled to withdraw the contract.
3. Delivery is only guaranteed on limited type debts (special items) as long as in stock. The seller is entitled to withdraw the contract in case he is prevented from completely or partially carrying out the contract by force majeure. The seller will inform the customer immediately about such circumstances and will take over responsibility for performance in return.
§ 4 Passing of risk and dispatch
1. Loading and dispatch of goods are without insurance and on risk of the customer. The risk passes to the buyer by the time the goods leave the premises of the seller or at the day of the receipt of dispatch in case it will be delayed and caused by circumstances which lie outside the control of the seller. Concluding a transport insurance is matter of the customer. The circumstances mentioned above are not valid in case the customer is also consumer.
2. The customer is obliged to accept the ordered goods which do not show any obvious damages.
3. Will the customer refuse the ordered goods deliberately or negligently the seller is entitled to set a deadline of 8 days in writing for acceptance; otherwise the seller will withdraw the fulfilment of the contract. Non-acceptance within 8 days leads to cancellation of contract or action for damages. Setting a deadline is not necessary if the customer refuses the goods definitely and seriously or he is obviously not in a position to pay the account.
4. In case of action for damages in accordance with No. 3 the seller will be entitled to charge the customer an interest at the rate of 10 % on the amount. The damage amount will be more or less if the seller a higher or the buyer a lower damage can be point out.
§ 5 Price and payment
1. The invoices of WEDA Ltd. are payable in EURO – unless expressly mentioned differently – plus costs for packing and transport and VAT (value added tax). The seller reserves the right to raise the price for goods, which are not yet delivered, according to the price at date of delivery. Payment by cheque or bill of exchange is only finalized when the cheque or bill of exchange less expenses has been cleared.
2. Payment has to be made national within 14 days upon the date of the invoice and international payment in advance without any discount. The payment period is only kept if the amount is credited to our account with the bank. Differing conditions will need special agreements.
3. If the buyer fails to meet his obligation of payment the seller will reduce or cancel the discount.
4. If the buyer has inability to pay the seller is entitled to suspend further delivery of goods until the overdue amount is settled in full or appropriate security will be offered.
5. Tritt in den Vermögensverhältnissen des Käufers eine wesentliche Verschlechterung ein, so sind wir berechtigt, weitere Lieferungen zu verweigern, bis alle unsere Forderungen, ob fällig oder nicht, beglichen werden oder Sicherheit für sie geleistet wird.
6. All additional costs for reminders, repeat charges and account procedures have to be paid by the buyer. It is fixed on an amount of 5 EURO for reminder, 15 EURO for repeat charges and on the amount of the respective institution for account procedures (banking service).
7. The buyer is only entitled to refuse or deduct payment if the demand is not disputed or already valid / legal. If refusing the payment the demand has to be based on the same contract.

§ 6 Reservation of proprietary rights
1. The goods are property of WEDA Ltd. until all obligations of the buyer are fulfilled. If the customer is a legal person of public law / public-legal special wealth or a business man whose contract belongs to a concern of commerce the reservation of proprietary rights is also affected to demands which are already running.
2. The customer is entitled to resell the goods if the seller agrees in writing. The demand of the resale towards a third person has to be assigned to WEDA Ltd. completely or amounting to liability of co-ownership share as security. The customer is entitled to draw in the demand of third parties until WEDA Ltd. disclaims or payment of the customer will be stopped to our account.
3. On demand of the customer and in case the value of security exceeds the demand more than 20 %, WEDA Ltd. will return security to the customer.
4. Non- compliance with terms of contract – especially delay of payment and other neglect of obligations – will lead in demand of the reserved goods and after notification in writing with a reasonable fixed date the goods will be utilised at the best under charging of proceeds by selling without holding on. Full costs of withdrawal and realisation of the subject of the contract are payable by the customer.
§ 7 Warranty
1. The customer is obliged to control the goods immediately on arrival. If the customer find out any damages of transport he must advise the supplier promptly. A later objection will not be acknowledged.
2. DThe customer is obliged to advise the buyer within two weeks after delivery about obvious damages in writing. Otherwise the goods are approved by the customer. The obligation of reprimand and control of the customer according to § 377 HGB is hereof untouched.
3. If the customer is not also consumer and damages are present the seller will be entitled to repair or replace the ordered goods.
4. The period of warranty of commercial goods have validity for the respective manufacturer.
5. The sale of used goods to consumers is followed by a period of warranty of one year by handing over the goods. Customers who are not consumers do not get a warranty.
6. The legal periods of warranty for compensation will not be touched by the regulations of No. 4 and 5.
7. n case of guarantee acceptance for the constitution of the goods or in case of keeping secrets of damages the warranty will not be apply. The same have validity for regulations in §§ 478, 479 BGB for the recourse of the employer toward the supplier.
§ 8 Liability
1. Liability will be limited for acting negligently in delay, for responsibility of defects in right and matter, for impossibility and for infringement of obligations of predictable damages and completely suspended for other infringements of contract obligations. This is not valid for damages of life, body and health.
2. Liability in data loss will be limited for acting negligently on the typical service of restoration to complete back up copies.
3. Liability will be unlimited if acting grossly negligently or deliberately.
4. Limited liability according to No. 1 and 2 is also applicable in favour of our employees and representatives.
5. Liability in guarantee of the constitution and liability according to the product warranty law are untouched.
§ 9 Application of law, place of performance and jurisdiction
1. For all mentioned conditions of sale and entire relation between WEDA Roland Werner Ltd. and the customer are based on the law of the Federal Republic of Germany.
2. If the customer is a business man and the conclusion of contract belongs to a concern of commerce the place of performance is Reutlingen. For all present and future claims on business relation the place of performance is exclusively Reutlingen. The same place of performance is applicable if the customer do not have a general place of residence inland, changes his place of residence abroad after conclusion of contract or the place of residence or ordinary residence is unknown at the date of taking legal action.
§ 10 Final regulations
1. If any regulations of the conditions of sale are non-effective or impracticable or contain gaps the effectiveness will be untouched by the remaining regulations.
  
  WEDA Roland Werner GmbH
  Lembergstr. 46
  72766 Reutlingen, 01.05.2014