General Terms and Conditions of Delivery and Business
I. General
1. All deliveries and services are subject to these terms and any separate contractual agreements. Deviating purchasing conditions of the buyer shall not become part of the contract, even if the order is accepted. A contract is concluded upon the supplier’s written order confirmation.
2. The supplier reserves ownership and copyright rights to samples, cost estimates, drawings, and similar information, both tangible and intangible – including in electronic form. These must not be made accessible to third parties.
The supplier undertakes not to disclose information and documents designated as confidential by the buyer to third parties without the buyer’s consent.
II. Price, Payment, and Cancellation
1. Unless otherwise agreed, prices apply (EXW – INCOTERMS 2020) ex works, including loading at the factory but excluding packaging and unloading. VAT is added at the applicable statutory rate.
2. Unless otherwise agreed, payment must be made without any deductions to the supplier’s account. For order values above €30,000 (below this amount, net payment within 30 days applies), the invoice date is decisive (minimum order value: EUR 100 net). VDMA 1/3 Payment Plan: 1/3 down payment upon receipt of order confirmation, 1/3 upon notification of readiness for dispatch to the buyer, and 1/3 within one month after the transfer of risk.
3. The buyer has the right to withhold payments or offset counterclaims only if their counterclaims are undisputed or have been legally established.
4. If the buyer cancels an order, 50% of the order value will be charged.
III. Delivery Time, Delays in Delivery
1. The delivery time results from the contractual agreements between the parties. Compliance by the supplier requires that all commercial and technical issues between the parties have been clarified and that the buyer has fulfilled all their obligations, such as providing necessary official certificates or permits or making an advance payment. If this is not the case, the delivery time shall be extended accordingly. This does not apply if the supplier is responsible for the delay.
2. Compliance with the delivery deadline is subject to correct and timely self-supply. The supplier shall inform the buyer of any foreseeable delays as soon as possible.
3. The delivery deadline is met if the delivery item has left the supplier’s factory or readiness for dispatch has been reported before the deadline expires. If an acceptance inspection is required, the acceptance date is decisive, or alternatively, the notification of readiness for acceptance.
4. If the dispatch or acceptance of the delivery item is delayed for reasons attributable to the buyer, they will be charged for any costs incurred due to the delay, starting one month after notification of readiness for dispatch or acceptance.
5. If non-compliance with the delivery time is due to force majeure, labor disputes, or other events beyond the supplier’s control, the delivery time shall be extended appropriately. The supplier shall inform the buyer of the start and end of such circumstances as soon as possible.
6. The buyer may withdraw from the contract without setting a deadline if the supplier is ultimately unable to perform the entire service before the transfer of risk.
The buyer may also withdraw from the contract if part of the delivery becomes impossible and they have a legitimate interest in rejecting the partial delivery. If this is not the case, the buyer must pay the contract price corresponding to the partial delivery. The same applies in the case of the supplier’s inability to perform. Otherwise, Section VII.2 shall apply.
If impossibility or inability arises during acceptance default or if the buyer is solely or predominantly responsible for these circumstances, they remain obligated to provide counter-performance.
7. If the supplier is in default and the buyer suffers damage as a result, they may claim compensation for delay. This amounts to 0.5% per full week of delay, up to a maximum of 5% of the value of the part of the total delivery that cannot be used on time or as contractually agreed due to the delay.
If the buyer sets a reasonable deadline for performance and the deadline is not met, they are entitled to withdraw from the contract within the framework of legal regulations. Further claims arising from delivery delay are exclusively determined by Section VII.2.
IV. Transfer of Risk, Acceptance
1. The risk passes to the buyer when the delivery item leaves the supplier’s premises, even if partial deliveries are made or if the supplier is responsible for additional services such as shipping costs or delivery and installation. If an acceptance inspection is required, this shall determine the transfer of risk. The acceptance must take place without delay at the agreed acceptance date or, alternatively, after the supplier has notified readiness for acceptance. The buyer may not refuse acceptance due to a minor defect.
2. If shipping or acceptance is delayed due to circumstances not attributable to the supplier, risk shall transfer to the buyer on the day of notification of readiness for shipping or acceptance. The supplier undertakes to take out the insurance requested by the buyer at the buyer’s expense.
3. Partial deliveries are permissible if reasonable for the buyer.
V. Retention of Title
1. The supplier retains ownership of the delivery item until full payment of all amounts due under the supply contract.
2. The supplier is entitled to insure the delivery item against theft, breakage, fire, water, and other damages at the buyer’s expense unless the buyer provides proof of having taken out such insurance themselves.
3. The buyer may neither resell, pledge, nor transfer the delivery item as security. In the event of seizures, confiscations, or other disposals by third parties, the buyer must notify the supplier immediately.
4. In case of breach of contract by the buyer, particularly in the event of default in payment, the supplier is entitled to reclaim the delivery item after issuing a reminder, and the buyer is obliged to surrender it.
5. Due to the retention of title, the supplier may only demand the return of the delivery item if they have withdrawn from the contract.
6. The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and demand the immediate return of the delivery item.
VI. Warranty Claims
1. The supplier warrants that all parts showing defects due to circumstances existing before the transfer of risk will be repaired or replaced free of charge at the supplier’s discretion. The buyer must notify the supplier in writing of such defects immediately upon detection. Replaced parts become the property of the supplier.
2. The buyer must provide the supplier with the necessary time and opportunity to carry out all necessary repairs and replacements. Otherwise, the supplier shall be released from liability for any resulting consequences.
3. The supplier shall bear the costs for the replacement part, including shipping. Costs for disassembly, reassembly, and travel expenses of necessary personnel shall be borne by the supplier unless such expenses result in an unreasonable burden.
4. If the supplier fails to remedy defects within a reasonable period, the buyer may withdraw from the contract or demand a reduction in the contract price.
5. Warranty exclusions include improper use, incorrect installation, natural wear and tear, improper maintenance, and external influences beyond the supplier’s control.
6. If the buyer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to modifications made to the delivery item without the prior consent of the supplier.
Legal deficiencies
1. If the useof the delivery item results in an infringement of industrial property rights or copyrights domestically, the supplier shall, at its own expense, generally grant the buyer the right to continue using the item or modify the item in a manner that is reasonable for the buyer so that the infringement no longer exists. If this is not possible under economically reasonable conditions or within an appropriate time period, the buyer is entitled to withdraw from the contract. Under these circumstances, the supplier is likewise entitled to withdraw from the contract. Furthermore, the supplier shall indemnify the buyer against undisputed or legally established claims of the relevant rights holders.
2. The supplier’s obligations specified in Section 7, subject to Section VII.2 in cases of infringement of intellectual or copyright, are conclusive. They shall only exist if
- the buyer immediately notifies the supplier of any alleged infringements of intellectual or copyright,
the buyer supports the supplier to a reasonable extent in defending against the asserted claims or enables the supplier to implement the modification measures pursuant to section 7,
with the supplier reserving all defense measures, including extrajudicial arrangements
the legal defect is not based on an instruction from the buyer, and
- the infringement was not caused by the buyer unilaterally modifying or using the delivery item in a manner not in accordance with the contract.
VII. Liability
1. If, due to the supplier’s fault resulting from omitted or faulty execution of proposals and consultations made before or after the conclusion of the contract, or due to the breach of other ancillary contractual obligations – in particular, instructions for operation and maintenance of the delivery item – the buyer is unable to use the delivery item in accordance with the contract, the provisions of Sections VI and VII.2 shall apply, excluding any further claims by the buyer.
2. For damages that do not occur to the delivery item itself, the supplier shall be liable – regardless of the legal grounds – onlya) in cases of intent,
a) in cases of gross negligence by the owner/board members or senior employees,
b) in cases of culpable infringement of life, body, or health,
c) for defects that he has fraudulently concealed or for which he has guaranteed their absence, and
d) for defects of the delivery item, insofar as liability for personal or property damage to
privately used items is provided for under the Product Liability Act.
In the event of a culpable breach of essential contractual obligations, the supplier shall also be liable in cases of gross negligence by non-executive employees and in cases of slight negligence, in the latter case limited to the typical, reasonably foreseeable damage under the contract.
No further claims shall be made.
VIII. Limitation Period
All claims by the buyer – regardless of the legal grounds – shall lapse after 12 months. The statutory time limits shall apply to claims for damages pursuant to Section VII.2 a–e. These time limits also apply to defects in a building or to delivery items that have been used in a building in accordance with their usual purpose and have caused the building to be defective.
IX. Software Usage
If software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the delivered software, including its documentation. It is provided for use on the designated delivery item. The use of the software on more than one system is prohibited.
The buyer may only reproduce, modify, translate, or convert the object code into source code to the extent permitted by law (§§ 69a et seq. of the German Copyright Act). The buyer undertakes not to remove or change manufacturer’s information – especially copyright notices – without the supplier’s prior express consent.
All other rights to the software and documentation, including copies, remain with the supplier or the software supplier. The granting of sub-licenses is not permitted.
X. Governing Law, Jurisdiction
1. All legal relationships between the supplier and the buyer shall be governed exclusively by the law applicable to legal relationships between domestic parties within the Federal Republic of Germany.
2. The place of jurisdiction shall be the court responsible for the supplier’s registered office, although the supplier is entitled to bring action at the buyer’s principal place of business.
W‑FILTER, as of January 2022
