The German version shall be valid in case of major discrepancies between the German and the English version.
(1) Our terms & conditions are part of all our business contracts with the buyer.
They exclude buyer’s purchasing conditions which we oppose herewith also for all future business transactions.
The buyer certifies to be a fully licensed trader.
(2) Modifications as well as any assurances/promises need our written confirmation.
(3) In the event that one or several of these terms of business are invalid wholly or in part, this shall not affect the validity of the remaining provisions.
2. Offers and conclusion
(1) Our offers are valid and binding for a reasonable time. Interim sales remain unaffected.
(2) Orders and their changes are only binding for us after our written confirmation. This applies in particular to orders accepted by sales representatives.
(3) If we request a specific clarification with the aim that only our terms and conditions are part of the contract, this contract will only come into effect once the buyer has given that clarification in the requested way.
(4) The buyer has to check the content of our written confirmation and has to query discrepancies immediately.
(1) Prices are being calculated in Euro and refer to items without packaging; they are valid ex works and subject to confirmation. VAT is calculated separately.
(2) We reserve the right to raise our prices by a corresponding amount resulting from higher material, raw material or supplementary material prices, wage or salary costs, external work or material costs or other subsequent and not included levies.
(3) For orders of single items, especially those, with special measurements or specific design we might add a minimum supply charge. Our prices are not valid for repeat orders.
(4) If we offer discounts on our catalogue prices there is no legal claim for granting them or the size of the discounts.
This also applies to one off special or bulk discounts or concessionary rates.
Our prices and discounts remain subject to change.
4. Change of order, special items
(1) Change of order before or after our written confirmation can only be accepted if the buyer pays for the additional charges and a sufficient extension of the delivery period is accepted.
(2) Required tools, equipment, models and assembly items need to be handed over to us without charges and in time. We are not to be held responsible for their deterioration or destruction in the process of usage. Tools, equipment etc and paid for goods not collected in due course can be destroyed by us.
(3) Moulds, equipment and tools that must be specially made to carry out the order remain our property and will not be handed over, even if the buyer paid for them. We are not obliged to accept follow-up orders.
(1) Delivery times will be kept, if possible, but are not binding. Part deliveries are allowed. Also allowed are unavoidable short or excess deliveries due to technical reasons.
(2) In case of a late delivery we are not liable for compensation and the buyer does not have the right to completely or partly withdraw from the contract.
Acts of God or interruption of operation including energy or raw material shortage, mechanical fault, shortage of labour (also due to illness, strikes, lockout and war) will release us from the confirmed delivery time and from the obligation of complete delivery.
(3) Orders on call are valid for a maximum of 24 months from the date of our confirmation. After that time we are allowed to charge the buyer for the uncollected goods or for the stored materials plus our charges and profit margins.
6. Shipping and packaging
(1) All goods are forwarded at buyer's cost and risk under our discretion without our obligation for the cheapest or safest shipment. Shipment is always carried out at buyer's risk.
(2) Packaging will be charged and not taken back. Acceptance by the carrier certifies undamaged packaging.
7. Sales returns
(1) Sales returns need our prior agreement and the buyer has to pay the return costs. All sales returns must include a copy of the original invoice.
(2) Please note that used tools, videos, books, Software, electronic components like cable, adapters and plugs are non-returnable.
(3) If the return is due to no fault of ours we will deduct 25% of the refund to cover our costs.
(1) Our invoices are payable within 8 days after the goods left the factory or notification of readiness for shipment within 14 days without deduction. Deductions are only allowed if all due payments have been settled. Invoices up to the amount of EUR 25.-- and invoices for installation and wages are payable after receipt without deduction. According to § 366, 367 BGB (German Civil Code) we are entitled to decide how to take payments into account.
(2) We do not accept bills of exchange.
(3) The buyer cannot offset payments against disputed claims and cannot withhold payment due to disputed claims or for similar reasons.
(4) For orders up to an amount of EUR 10.-- we will add a minimum supply charge of EUR 2.50.
9. Default in Payment
(1) Where payment is delayed by the buyer we are allowed to charge default interest to the amount charged to us for bank loans or according to the interest rates charged by the local banks for unsecured loans at a minimum of 2% above the respective discount rate of the German central bank. We remain the right to claim additional charges.
(2) All outstanding payments become due immediately in case of default in payment, imminent suspension of payment or negative information about the buyer (especially initiation of insolvency proceedings and foreclosures).
(3) In the afore mentioned cases we are authorised to collect already delivered goods as security without losing the buyer's obligation to pay. Any outstanding production and deliveries might be subject to payment in advance or against some form of security or we will invoice stored materials plus charges and our profit margins.
We are also entitled to cancel the contract.
(1) We do not guarantee suitability of the offered or delivered goods for the use as intended by the buyer.
(2) The buyer has to inspect the goods immediately upon receipt especially regarding weight, number of items and outward appearances. In case of justified written notification within 8 days after receipt of goods regarding provable material or performance faults we can either decide to rectify the fault without cost to you or after return of the goods we can either send new goods ex work or credit the amount of the returned goods. All further claims whatever they may be, especially regarding rescission, abatement or compensation in damages - even in cases of special guarantees or promises- are excluded.
(3) A. Wendt GmbH is not responsible for the use of by A. Wendt GmbH distributed products for illegal purposes.
11. Retention of Title
(1) Goods are sold under retention of title terms. The ownership of the goods shall not pass to the buyer until full payment of all outstanding claims has been settled, especially only after cash payment of all bills of exchange.
(2) If the buyer processes the delivered goods to form a new object he does this without obligation for us. The buyer cannot claim ownership according to § 950 BGB. If the goods are combined with other objects not belonging to us, then we acquire partial ownership of the resulting new object in the ratio of the value of goods, to which we retain title to that of the other goods at the time that they are processed. The new product is considered an item under retention of title.
(3) Only our buyer (becoming the reseller) shall be entitled to sell the goods in a properly conducted business transaction, and by doing so assigns to us all claims accruing to him from the resale of the goods vis-à-vis the buyer. This also applies if these goods are sold together with items not belonging to us in one total price.
If goods under retention of title of which we are part-owners are sold, the buyer assigns to us all claims from the re-sale to the amount of our part-ownership in the product.
If goods to which we retain title are integrated into the premises of a third party our buyer hereby assigns to us all assignable claims which he may have on the third party or the person concerned for payment, to the value of the goods to which we retain title. This also applies to goods under retention of title to which we have claims on a pro-rata basis.
If the customer is entitled to request a mortgage as security acc. to §648 BGB this entitlement passes over to us. The value of the goods to which we retain title is our total claim plus a 20% security margin. We are entitled to determine the ranking of an assigned claim within the total claim.
(4) Our buyer is only entitled to sell or integrate the goods to which we retain title under the obligation that all claims arising (wages and further remuneration claims ) will pass to us according to Para 3. The buyer is not entitled to use the goods to which we retain title in any other way (including pledging or as security). He is also not entitled to use the assigned claims, which he assigned or has to assign to us according to Para.3 in any other way (including their cession, cession as security or their pledging).
(5) Our buyer is empowered (subject to cancellation) to collect the claims arising from the resale (claims for wages and other remuneration claims). We will not make use of our own right to collect the claims as long as our buyer duly meets all payment obligations. Upon request our buyer has to inform us of the assigned claims and their debtors and notify the debtors of the assignment. We are entitled to inform the debtors about the cession of the claim in our buyer's name. Our buyer has to prevent interventions by third parties (confiscation etc.) into our property (including cession of claim) and to inform us immediately regarding those actions. He has to bear the cost of such prevention.
(6) If the value of the existing securities exceeds the secured claim by more than 20%, we are obliged to release securities according to the buyer's request and choice. When all claims arising from the business dealings with the buyer have been met, the title to the goods and the assigned claims are transferred to the buyer.
For production according to models, specifications, drawings and designs by the customer he remains solemnly responsible for observing the law applicable for patents, the Utility Model Law and the Design Law. We will not be liable for any consequences arising from these actions.
The buyer indemnifies us against any claims whatsoever made by third parties.
13. Place of Fulfilment/Jurisdiction
(1) Place of fulfilment and jurisdiction is Bergheim.
(2) The place of jurisdiction for all legal disputes including any action relating to payment of bills of exchange or cheques, is the regional court relevant for our headquarters. This is also the place if the customer is not generally resident in Germany, moves abroad after concluding the contract, or if his residence or location is not known when the action is brought against him or collection proceedings are brought forward.
German law applies exclusively.
14. Closing Provisions
If one or more provisions of these terms of business prove to be wholly or partially void, this does not affect the validity of the remaining provisions.
The above terms of sale apply to all contracts concluded with our customer. Individual arrangements, oral agreements, additional and subsequent contract changes can only be agreed upon with a Managing Director of A. Wendt GmbH. To become binding they need the written confirmation of a Managing Director of A. Wendt GmbH. This is especially the case for promises regarding profitability, exclusive or territory arrangements as well as non-contract returns of delivered goods to which our sales representatives are not empowered and which the company A. Wendt GmbH generally does not allow. Place of jurisdiction for all disagreements arising from this contract is Bergheim.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Afore mentioned terms of sale are acknowledged and agreed upon and form an integral part of the contract.