Terms and conditions
Click the following link for the WZR Terms and Conditions in PDF file format.
- § 1 General
- § 2 Offer and conclusion of contract
- § 3 Property rights, documents, tools
- § 4 Prices and payment
- § 5 Set-off and rights of retention
- § 6 Delivery time
- § 7 Transfer of risk on dispatch
- § 8 Retention of title
- § 9 Warranty and notice of defects as well as recourse / manufacturer’s recourse
- § 10 Liability for sample material and disposal
- § 11 Miscellaneous
§ 1 General
(1) These terms and conditions of sale shall apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). WZR does not offer the sale to non-commercial customers. Any terms and conditions of the customer that are contrary to or deviate from our Terms and Conditions of Sale shall only be recognized by us if we expressly agree to their validity in writing.
§ 2 Offer and conclusion of contract
(1) Offers are subject to change. The stated costs are based on the current cost situation and the expected personnel and material costs. Changes to these bases entitle us to make corrections.
(2) Unless otherwise stated, we shall be bound by the prices contained in our offers for 4 weeks from the date of the offer. If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
(3) Orders shall be accepted subject to the proviso that the materials, components, necessary data, information and other documents are available or made available in good time so that there are no interruptions in the execution of the order.
§ 3 Property rights, documents, tools
(1) We reserve the property rights and copyrights to all documents, such as calculations, drawings etc., provided to the customer in connection with the placing of the order. These documents may not be made accessible to third parties unless we give the customer our express written consent. Insofar as we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
(2) Tools, models and other devices shall remain our property, even if the customer has assumed the costs for them in whole or in part. Individual arrangements shall be made within the manufacturing order regarding the exact course of ownership of the above-mentioned means of production.
(3) By placing the order, the customer is liable for ensuring that the order and its exploitation do not infringe any patents or other industrial property rights of third parties. In any case, the client shall indemnify us from all claims arising from the use of such industrial property rights.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the current rate. Packaging costs shall be invoiced separately.
(2) If the order value exceeds the amount of € 10,000, we shall be entitled to demand down payments or interim payments. These are generally structured as follows: 1/3 upon acceptance of the order, 1/3 after partial fulfilment (50%) of the order, 1/3 10 days after provision of the agreed service.
(3) Payments shall be made free of charges and postage to one of the accounts listed on the invoice. If receipt of payment cannot be ascertained within 10 days of the invoice date, we shall be entitled, without special notice of default – subject to other legal consequences – to charge interest on arrears at a rate of 9% above the prime rate and, in addition, to interrupt the work and extend the deadlines for the execution of the work accordingly. We reserve the right to assert higher damages caused by default.
(4) We shall be entitled, despite any provisions of the customer to the contrary, to initially set off payments against his older debts. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance.
(5) A payment shall only be deemed to have been made when we can dispose of the amount.
(6) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries which take place 4 months or more after conclusion of the contract.
§ 5 Set-off and rights of retention
(1) The customer shall only be entitled to offsetting if his counterclaims have been legally established or are undisputed. The customer shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
(1) The period of time for the execution of orders is indicated by us on the basis of empirical values (without guarantee). In case of postponement of the start or duration due to unforeseen circumstances, the times will be recalculated. For development orders and feasibility studies the above mentioned unforeseen circumstances apply in particular because it is in the nature of things that empirical values are only available to a limited extent and therefore only a limited statement can be made about potential unforeseeable delays and circumstances. In this case, individual arrangements and grace periods will be agreed upon with the customer, which will be adapted to the respective situation.
(2) The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer’s obligations. We reserve the right to raise the defence of non-performance of the contract.
(3) War, riots, lawful industrial action, acts of government, shortages of energy and raw materials, traffic and unavoidable disruptions to operations and all other cases of force majeure (including those affecting our suppliers) shall release us – unless we have expressly assumed the procurement risk – from the obligation to deliver for the duration of the disruption and to the extent of its effects.
(4) If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions apply, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
§ 7 Transfer of risk on dispatch
(1) If the goods are dispatched to the customer at the latter’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
(2) The Customer shall be obliged to treat the purchased item with care as long as ownership has not yet been transferred to him.
§ 9 Warranty and notice of defects as well as recourse / manufacturer’s recourse
(1) Warranty rights of the Customer shall be subject to the condition that the Customer has properly fulfilled his obligations to examine and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) Claims for defects shall become statute-barred 12 months after delivery of the goods delivered by us to our customer. Prior to any return of the goods, the exact course of a potential subsequent performance shall be clarified in consultation with WZR. We reserve the right to verify the legality of a claim for defects in any case.
(3) If, despite all due care and attention, the delivered goods show a defect that was already present at the time of the transfer of risk, we shall, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
(4) If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) There shall be no claims based on defects in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or wear and tear as well as damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment or due to particular external influences which are not provided for under the contract. If improper repair work or modifications are carried out by the customer or third parties, there shall likewise be no claims for defects for these and the resulting consequences.
(6) Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.
(7) Recourse claims of the customer against us shall only exist insofar as the customer has not made any agreements with his customer beyond the legally binding claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the customer’s right of recourse against the supplier.
(8) If no agreement can be reached on the justification of the objection, an arbitration examination shall be carried out. A contractual agreement shall be concluded on the choice of the body performing the arbitration review. The costs of the arbitration examination shall be borne by us if the objection was justified and by the customer if the objection was unjustified. In the case of measurement and test results, a contradiction is justified if the values determined by us and the arbitration board differ by more than 20%.
(9) If no specific properties are agreed in writing for ceramic components which we manufacture, failure in applications which were not previously agreed in writing shall not constitute a defect. Claims for compensation for damages are excluded, unless they are based on intent or gross negligence. This also applies to indirect damages.
§ 10 Liability for sample material and disposal
(1) The customer shall be liable for all damage caused by a dangerous quality of sample material which has been handed over to us for examination. The customer shall be liable under civil and criminal law for all damage caused by the sample material, in particular during transport and waste disposal.
(2) The acceptance of sample material does not constitute a transfer of ownership. The customer shall remain the owner of the sample materials even after completion of the commissioned tests and shall be the waste producer in the sense of waste law. A transfer of liability to us in any form is excluded.
(3) The sample materials shall be stored in our company as retained samples for 6 months from receipt of order without additional charge. The samples and the containers will then be taken out of service and disposed of.
(4) The proper disposal of the sample materials will be arranged by us for the customer after the storage period has expired. The costs arising from the disposal of sample materials will be charged separately to the customer and are not part of the order costs.
§ 11 Miscellaneous
(1) This contract and the entire legal relations between the parties shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision which comes closest to the economic purpose of the invalid provision or fills the gap.
Seat of the company: 53359 Rheinbach
Local court Bonn: HRB 10433
Status as of 27.07.2016