§ General conditions

1. The following terms and conditions of sale apply to all sales transactions unless we have set more specific terms and conditions for certain transactions, e.g. for orders in the online shop. Our terms and conditions of sale shall apply exclusively in the event of conflicting GTC. We do not recognise any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we have explicitly agreed to their validity in writing. Our terms and conditions of sale also apply if we carry out the delivery to the purchaser without reservation in the knowledge that the purchaser’s terms and conditions conflict with or deviate from our terms and conditions of sale.

2. All agreements made between us and the purchaser for the purpose of executing this contract must be set down in writing.

3. Our terms and conditions of sale shall also apply to all future business transactions with the purchaser in regards to companies according to Section 14 of the German Civil Code (BGB).

§ 2 Offer and conclusion of contract

1. Our offer is non-binding unless otherwise stated in the order confirmation. We shall be bound by specifically prepared offers for thirty calendar days from the date of the offer.

2. If the order is to be qualified as an offer pursuant to Section 145 of the German Civil Code (BGB), we may accept it within 14 calendar days by sending an order confirmation or by delivering the ordered goods. After expiry of the deadline, the offer shall be deemed to have been rejected. If we do not issue an order confirmation, our invoice shall be deemed to be the confirmation.

3. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. Any disclosure to third parties requires our prior express written consent. Upon request, the documents are to be returned without retention of copies. 

§ 3 Prices

1. Unless otherwise stated in the order confirmation, our prices shall apply ex-works, excluding packaging; packaging and transport shall be invoiced separately.

2. Statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate.

3. If there are more than six months between the conclusion of the contract and the agreed delivery date, or if the service can only be provided after the expiry of the aforementioned period for reasons for which the purchaser is responsible, our prices valid at the time of delivery or provision shall apply. If the price increase exceeds the increase in the cost of living index, the purchaser is entitled to withdraw from the contract. 

§ § 4 Delivery times

1. The start of the delivery time stated by us presupposes the clarification of all technical questions.

2. Information on delivery dates is generally non-binding unless a specific delivery period has been agreed in writing. We shall be liable in accordance with the statutory provisions as far as the underlying purchase contract is a transaction for delivery by a fixed date according to Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB).

3. If the purchaser is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the item of sale shall also pass to the purchaser at the point in time at which the purchaser is in default of acceptance.

§ 5 Shipment and transfer of risk 

1. The risk shall pass to the purchaser upon handover or if the purchaser is in default of acceptance.

2. The packaging is carried out in accordance with standard commercial practice. It will be charged separately at cost price and will not be taken back. The purchaser is obliged to dispose of the packaging at their own expense. 

§ 6 Liability

1. We exclude our liability for slightly negligent breaches of duty as far as no material contractual obligations, damages from injuries to life, limb or health, or warranties are affected or claims under the Product Liability Act arise. The same applies to breaches of duty by our legal representatives and vicarious agents.

2. If operating or maintenance instructions and mixing recommendations are not followed, changes are made to the products, parts are replaced or supplies are used that do not meet the original specifications, any warranty shall lapse if the purchaser does not refute a correspondingly substantiated claim that it was this circumstance that first caused the defect.

3. Liability for normal wear and tear is excluded. 

§ 7 Limitation period 

1. Rights due to a defect in used items shall become time-barred one year after delivery of the goods.

2. Rights that are not based on a defect in the item are subject to a limitation period of one year.

3. Notwithstanding clause 1 and clause 2, the statutory time limits shall apply if the liability is based on intent or an assumed guarantee. 

§ 8 Retention of title 

1. We retain proprietary rights to the purchased item until receipt of all payments under the delivery contract. In the event of conduct in breach of contract on the part of the purchaser, particularly in the event of default in payment, we shall be entitled to take back the item of sale. Our taking back or seizure of the item of sale delivered under reserve shall always constitute a withdrawal from the contract. After taking back the item of sale, we shall be entitled to sell it; we shall apply the sales proceeds towards the purchaser’s accounts payable – after deduction of reasonable sales costs.

2. The purchaser is obliged to notify us immediately in writing of any seizure of the reserved goods and other interventions by third parties and to inform the lien holders of the retention of title. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with Section 771 of the Code of Civil Procedure (ZPO), the purchaser shall be liable for the damage incurred by us. 

§ 9 Payment 

1. Unless otherwise agreed, our invoices are due and payable within 8 days of the invoice date with a 2% discount, or net within 30 days of the invoice date without deduction.

2. We expressly reserve the right to refuse cheques or bills of exchange. Acceptance shall always be on account of performance only. Discount charges or charges for bills of exchange shall be borne by the purchaser and are due immediately.

3. In the event of justified doubts as to the creditworthiness of the purchaser, in particular if the purchaser does not honour a cheque or stops payment, we shall be entitled to call in the entire remaining debt, even if we have accepted cheques. In addition, we are entitled to demand advance payments or securities.

4. If the purchaser finally stops their payments and/or if insolvency proceedings are filed against their assets or if judicial or extrajudicial settlement proceedings are applied for, we shall also be entitled to withdraw from the part of the contract that has not yet been fulfilled.

5. If the purchaser is in default of payment, we shall be entitled to demand interest on arrears in accordance with the statutory provisions. If we are able to prove a higher damage caused by delay, we are entitled to claim this.

6. The purchaser shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the purchaser shall only be entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship. 

§ 10 Arbitration procedures 

We do not participate in consumer arbitration procedures under the Act on Alternative Dispute Resolution in Consumer Matters. 

§ 11 Severability clause 

Should any provision in these terms and conditions be or become invalid, this shall not affect the validity of any other condition and agreement between the purchaser and us. 

B) Special provisions vis-à-vis companies 

§ 1 Warranty 

1. Defects in the delivered item, including the manuals and other documents, shall be remedied by the supplier after notification by the user. This shall be done at the buyer’s discretion by means of free-of-charge rectification or replacement delivery. In the event of a replacement delivery, the buyer is obliged to return the defective item. Rights due to a defect in new or used items become time-barred one year after delivery of the items.

2. If the defect cannot be remedied within a reasonable period of time or if the replacement delivery is deemed to have failed for other reasons, the buyer may, at their discretion, demand a reduction of the payment (abatement) or withdraw from the contract. The rectification shall only be deemed to have failed if, without the desired success being achieved, the supplier has been given sufficient opportunity to rectify the defect or make a replacement delivery, or if the rectification or replacement delivery is impossible, or if it is refused or unreasonably delayed by the supplier, or if there are reasonable doubts as to the prospects of success or if it is unacceptable for other reasons. 

§ 2 Obligation to inspect and give notice of defects 

In the case of mutual commercial transactions, the purchaser’s warranty rights shall require that the purchaser has duly complied with their obligations to inspect and give notice of defects pursuant to Sections 377 and 378 of the German Commercial Code (HGB). The notification must be made in writing. 

§ 3 Resale 

The resale of our goods below the purchase price is only permitted with our explicit consent. 

§ 4 Liability 

Liability for unforeseeable damages shall be excluded, provided that no intentional breach of duty, damages from injuries to life, limb or health, or warranties are affected or claims under the Product Liability Act arise.  

§ 5 Retention of title 

In addition to the provisions A) § 8, the following applies: 

a) We retain proprietary rights to the delivered items until all claims to which we are entitled against the purchaser for any legal reason have been settled. 

b) In deviation from A) § 8, the taking back of the item of sale shall not be deemed a withdrawal from the contract vis-à-vis merchants unless we have explicitly declared this in writing. Irrespective of the performance claim to which we are entitled, we shall be entitled to demand the return of the item after expiry of a deadline set for the purchaser to fulfil an obligation if the purchaser does not fulfil their obligation towards us or does not fulfil it punctually and/or acts in an inadmissible manner on the items delivered under retention of title. If the purchaser has fulfilled the contract, we shall surrender the items.

c) If the delivery was made for a business operation maintained by the purchaser, the items may be resold in the ordinary course of business. In this case, however, the purchaser already now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to them from the resale against their customers or third parties, irrespective of whether the object of sale has been resold without or after processing. In the event of resale of the items on credit, the purchaser shall retain proprietary rights vis-à-vis their customer. The purchaser hereby assigns to us the rights and claims arising from this retention of title vis-à-vis their customer.

d) Any processing or treatment of the reserved goods shall be carried out free of charge by the purchaser for us. In the event of processing, combination, mixing or blending of the reserved goods with other items not belonging to us, we shall be entitled to the resulting co-ownership share of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed item at the time of processing, combination, mixing or blending. If the purchaser acquires sole ownership of a new item, it shall be deemed to be agreed that the purchaser shall transfer co-ownership to us on a pro rata basis in accordance with the aforementioned calculation and shall keep the item for us free of charge. Where reserved goods are resold together with other goods, whether with or without any prior processing, combination, mixing or blending, the anticipatory assignment agreed in clause 3 letter c shall only apply up to the invoice value of the reserved goods resold together with the other goods.

e) If reserved goods are installed as an essential component in the property of the purchaser, the purchaser already now assigns to us the claims arising from a sale of the property or of property rights with all ancillary rights.

f) We undertake to release the securities to which we are entitled at the request of the purchaser as far as the realisable value of our securities exceeds the claims to be secured by more than 10 %; the choice of the securities to be released is incumbent on us. 

§ 6 Transfer of risk 

1. Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

2. The risk shall pass to the purchaser as soon as the consignment has been handed over to the person carrying out the transport or has left our works for the purpose of dispatch. If dispatch is delayed or not carried out at the instigation of the purchaser, the risk shall pass to the purchaser upon notification of readiness for dispatch.

3. At the request of the purchaser, deliveries will be insured in their name and for their account. 

§ 7 Applicable law, place of jurisdiction, place of performance 

1. These terms and conditions and the entire legal relationship between the purchaser and us shall be governed by the laws of the Federal Republic of Germany with the exception of international private law and the UN Convention on Contracts for the International Sale of Goods.

2. The place of jurisdiction is our registered office in Münster, Germany. However, we are also entitled to sue the purchaser at the court of their place of business.

3. Unless otherwise stated in the order confirmation, our registered office is in Münster, Germany. 

 Date: 5/2023

 § 1 Scope and provider

(1) These general terms and conditions shall apply to all orders placed by consumers via the online shop of WEICON GmbH & Co KG.

(2) The range of goods offered in our online shop is exclusively intended for consumers who have reached the age of 18.

(3) Our deliveries, services and offers are exclusively based on these general terms and conditions.

(4) The contract language is exclusively German.

§ 2 Conclusion of contract

(1) The presentation and display of goods in the online shop does not constitute a binding application for the conclusion of a sales contract. Rather, it is a non-binding request to order goods in the online shop.

(2) By clicking the button “Order now for payment” you submit a binding offer to purchase (Section 145 of the German Civil Code, BGB).

(3) After receipt of the purchase offer, you will receive an automatically generated email confirming that we have received your order (confirmation of receipt). This confirmation of receipt does not constitute an acceptance of your purchase offer. A contract is not yet concluded by the confirmation of receipt.

(4) A purchase contract for the goods is only concluded when we expressly declare the acceptance of the purchase offer or when we send the goods to you – without prior express declaration of acceptance.

§ 3 Prices

The prices quoted on the website include the statutory value added tax and other price components and do not include the respective shipping costs.

§ 4 Terms of payment; default

(1) Payment shall be made either by credit card or by Paypal.

(2) When paying by credit card, the purchase price is reserved on your credit card at the time of ordering (“authorisation”). The actual debiting of your credit card account shall take place at the time we ship the goods to you.

(3) Any costs incurred as a result of a chargeback of a payment transaction due to insufficient funds in your account or due to incorrect bank account details provided by you shall be borne by you.

§ 5 Offsetting / right of retention

(1) You shall only be entitled to offsetting if your counterclaim has been legally established or is not disputed by us.

(2) You may only exercise a right of retention if your counterclaim is based on the same contractual relationship.

§ 6 Delivery; retention of title

(1) Unless otherwise agreed, the goods will be delivered at your expense from our warehouse to the address provided by you.

(2) Costs arising from providing an inaccurate or incomplete address must be paid by you.

(3) The goods remain our property until the purchase price has been paid in full.

§ 7 Cancellation policy

You can find information on your right of revocation and an example of a revocation in the link provided for this purpose

§ 8 Transport damage

(1) If goods are delivered with obvious transport damage, please complain about such faults immediately to the delivery company and contact us as soon as possible.

(2) Failure to make a complaint or to contact us has no consequences for your statutory warranty rights. However, they help us to be able to assert our own claims against the carrier or the transport insurance.

§ 9 Warranty

(1) Unless expressly agreed otherwise, your warranty claims shall be governed by the statutory provisions of the law on sales (Sections 433 et seq. BGB, German Civil Code).

(2) The limitation period for warranty claims for used goods is – in deviation from the statutory provisions – one year. This limitation does not apply to claims based on damages resulting from injuries to life, limb or health or from the breach of a material contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligation), nor to claims based on other damages which are based on an intentional or grossly negligent breach of duty by the user or his vicarious agents.

(3) In all other respects, the statutory provisions shall apply to the warranty.

§ 10 Liability

(1) Unlimited liability: We shall be liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. For slight negligence, we shall be liable for damages resulting from injuries to life, limb and health of persons.

(2) In all other respects, the following limited liability shall apply: in the case of slight negligence, we shall only be liable in the event of a breach of a material contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which you may regularly rely (cardinal obligation). Liability for slight negligence is limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability also applies in favour of our vicarious agents.

§ 11 Force majeure

If circumstances for which neither of the contracting parties is responsible, e.g. natural disasters, epidemics, strikes or the failure of important technical infrastructures (“force majeure”) make it temporarily or permanently impossible to provide the service, the parties shall be released from their mutual obligations to perform. The assertion of claims for damages or the reimbursement of expenses in such a case is excluded.

§ 11 Consumer arbitration

The European Commission has set up an Internet platform for the online settlement of disputes. The platform serves as a contact point for out-of-court settlement of disputes concerning contractual obligations arising from purchase and service contracts concluded online. The platform can be accessed via the following link:

http://ec.europa.eu/consumers/odr

WEICON GmbH & Co. KG does not, however, participate in consumer arbitration proceedings under the Consumer Dispute Settlement Act.

§ 12 Final provisions

(1) Should one or more provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.

(2) German law shall apply exclusively to contracts between us and you, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Date: 31/03/2020

 § 1 General conditions

1. Our terms and conditions for purchase shall apply exclusively to all contracts concluded between WEICON and the supplier. Conditions stated by the supplier that conflict with or deviate from our terms and conditions of sale shall only be accepted by us if we have explicitly agreed to their validity in writing. They shall also apply to all future business relations, even when they are not explicitly agreed upon again. Our terms and conditions for purchase of goods shall also apply if we accept the supplier’s delivery unreservedly despite being aware of conditions stated by the supplier that conflict with or deviate from our terms and conditions for purchase of goods.

2. All agreements and declarations made between us and the supplier in regard to executing this contract must be recorded in text form, unless these GTC specify a written form, which requires a signature.

3. Our terms and conditions for purchase shall also apply to all future business transactions with the supplier in regards to companies according to Section 14 of the German Civil Code (BGB).

§ 2 Offer and conclusion of contract

1. We shall be bound to the offer for the conclusion of a purchase contract (order) for three weeks. The supplier can accept the offer within three weeks only by declaring his acceptance to us.

2. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. Any disclosure to third parties requires our prior express written consent. Upon request, the documents are to be returned without retention of copies.

§ 3 Payments

1. The price specified by WEICON in the order is binding and includes free delivery, unless otherwise agreed upon by both parties. Packaging costs are included in the price. The price includes the applicable statutory value-added tax. All invoices of the supplier shall show the order number specified by WEICON.

2. Unless otherwise agreed with the supplier, payments shall be made within ten working days with a 2% discount or within 30 days net, calculated from delivery of the goods by the supplier and receipt of the invoice.

3. WEICON shall be entitled to the full statutory offsetting and retention rights. We are entitled to assign all claims arising from the purchase contract without the supplier’s consent.

§ 4 Delivery times

1. The delivery period or delivery date specified by WEICON in the order shall be binding on the part of the supplier.

2. Should the supplier be in default, WEICON shall be entitled to the statutory claims. If WEICON asserts claims for damages, the supplier shall be entitled to provide proof that they are not responsible for the breach of duty.

§ 5 Warranty and liability

1. WEICON shall inspect received goods for deviations in quality and quantity within a reasonable period of time. Notification of obvious defects shall be deemed in time if it is sent out within five working days of receipt of the goods by WEICON and the notification is then received by the supplier. Notification of hidden defects shall be deemed in time if WEICON sends it out within five working days of discovery.

2. WEICON shall be entitled to the statutory claims for defects against the supplier and the supplier shall be liable to WEICON to the statutory extent. The limitation period for claims for defects is 36 months from the transfer of risk, unless otherwise agreed.

3. We exclude our liability for slightly negligent breaches of duty as far as no material contractual obligations, damages from injuries to life, limb or health, or warranties are affected or claims under the Product Liability Act arise. The same applies to breaches of duty by our legal representatives and vicarious agents.

§ 6 Liability of the supplier/insurance cover

1. If a claim for damages is made against WEICON by a third party due to a product damage for which the supplier is responsible, the supplier shall indemnify WEICON upon first request against all claims by third parties including the necessary costs for the defence against these claims, if the supplier has caused the damage within their sphere of control and organisation.

2. If WEICON has to carry out a product recall in the event of damage in accordance with § 6 clause 1, the supplier shall be obligated to reimburse WEICON for all expenses arising from or associated with the recall. WEICON will, as far as possible and reasonable in terms of time, inform the supplier of the content and scope of the recall and give them the opportunity to issue a statement. Any further legal claims of WEICON shall be unaffected by this.

3. The supplier is obliged to take out and maintain product liability insurance with a sum insured appropriate for the goods. The sum insured shall be specified in a separate agreement. Any further legal claims of WEICON shall be unaffected by this.

4. If a claim is made against WEICON by a third party because the delivery infringes a statutory property right of the third party, the supplier undertakes to indemnify WEICON against these claims upon first request, including all necessary expenses arising from the claim by the third party and its defence, unless the supplier has not acted culpably. We undertake to acknowledge the claims of the third party and/or to conclude agreements with the third party regarding these claims only with the prior written consent of the supplier. The limitation period for these indemnification claims is 36 months, calculated from the transfer of risk.

§ 7 Withdrawal from contract – damages

1. If the supplier does not fulfil their contractual commitment or does not fulfil it in accordance with the contract, we may withdraw from the contract and demand damages instead of contractual performance after expiry of a reasonable period of time for fulfilling the contractual commitment.

2. We especially shall be entitled to withdraw from the contract if the supplier breaches his obligation of secrecy in accordance with § 9.

3. We are also entitled to the right of withdrawal from the contract if the supplier suspends deliveries or applies for the opening of insolvency proceedings.

4. The right of extraordinary termination for good cause in the case of continuing obligations remains unaffected.

§ 8 Retention of title / assignment of claims

1. We object to retention of title regulations and declarations of the supplier which go beyond the simple retention of title.

2. Rights and obligations of the supplier arising from the contract are not assignable or transferable without our written consent. Section 354a of the German Commercial Code (HGB) remains unaffected by this.

3. All components, documents or materials provided by WEICON to the supplier shall remain our property. The supplier may only utilise these outside of this contract and/or pass them on to third parties or make them accessible to third parties with our written consent. After fulfilment of the respective contract, the supplier shall immediately return them to WEICON at the supplier’s own expense.

§ 9 Data processing and confidentiality

1. We are entitled to process all data received about the supplier in connection with the performance of the contract according to Art. 6 (1) lit. b) General Data Protection Regulation.

2. The supplier is obliged to keep secret all drawings, plans, illustrations, calculations, models, samples and other documents, unless they are generally known or have been made publicly accessible. The supplier may only disclose or pass them on to third parties after receiving our express written consent and provided that the supplier has equally obliged the third party to maintain confidentiality. The supplier shall be liable to us for breaches of contract by assigned third parties in the same way as the supplier is for their own misconduct.

3. The obligation to confidentiality shall survive the termination of the contract. The obligation to confidentiality shall only expire if and to the extent that the knowledge contained in the provided documents has become publicly known.

4. If the supplier violates this confidentiality obligation, they shall be obliged to pay us a contractual penalty. The amount of the contractual penalty shall be at our reasonable discretion and, in the event of a dispute, shall be reviewed by the responsible court as to its fairness. Any further claims remain unaffected by this.

§ 10 Miscellaneous

1. Should any provision in these terms and conditions be or become invalid, this shall not affect the validity of any other condition and agreement between the supplier and us. In the event of translations of these GTC, the German GTC shall apply in case of doubt.

2. These terms and conditions and the entire legal relationship between the supplier and us shall be governed by the laws of the Federal Republic of Germany with the exception of international private law and the UN Convention on Contracts for the International Sale of Goods.

3. The place of jurisdiction is our registered office in Münster, Germany. However, we are also entitled to sue the supplier at the court of their place of business.

Date: 05/2021