Extract from Terms and Conditions of Sale, Delivery and Payment

Last updated: January 2023

→ DOWNLOAD WESA General terms and conditions

I. Quotation and order

1. Our quoted prices are always subject to change; delivery details contained therein are non-binding. Intermediate sales remain reserved. In the event of changes in cost factors, we shall not be bound by the prices. All orders are accepted or executed only based on the following conditions. By placing orders, purchasers expressly accept our terms and conditions of sale/delivery and payment. Additional agreements require written confirmation.

2. Orders placed with us require our written confirmation for legal validity. If the goods are not in stock, we are entitled to reject the order within three weeks of it being placed.

II. Prices

1. The prices are in euros, including packaging. We reserve the right to increase prices until completion of the goods due to an increase in the price of raw materials or due to an increase in wages and expenses. Verbal price agreements are only valid if they are confirmed by us in writing.

2. All new levies introduced by law after the conclusion of the contract, as well as any increases in freight, customs duties, etc., which indirectly or directly increase the price of the goods, shall be borne by the buyer. By paying the cost shares for tools, models and moulds, the buyer does not acquire any right to the items themselves. These remain our property in any case. All postal and express shipments on behalf of the buyer to third parties will be charged with a corresponding price surcharge.

3. In the case of framework agreements, we reserve the right to bill for additional costs for over deliveries (= quantity increases).

III. Packing

Our prices include packaging. Packaging is charged at cost price and is not taken back (we are Interseroh and ARA certified). The packaging costs represent a part of the goods and are to be paid with the goods when the invoice is due.

IV. Shipping

1. Shipping and transportation always takes place at the customer’s risk, even if the goods are delivered free of charge to the destination. The transfer of risk to the customer takes place when the shipment leaves our site, or when the goods are made available to the customer by us. The customer is responsible for any transport difficulties of any kind. The most economical method of shipment shall be chosen by us without any obligation. Insurance cover against any form of damage, guaranteed compliance with delivery deadlines, etc. shall only be provided following express request by the customer and with the resultant costs incurred billed. Shipments that are lost in transit shall not release the customer from their payment obligations under any circumstances. Verification of dispatch shall be provided by us.

2. We are entitled to bill for the fees incurred with the delivery of postal shipments. If freight-free delivery is specifically agreed, then we shall only cover the payment of standard general cargo. If shipping takes the form of express or rapid delivery due to a failure to meet the delivery specifications, we shall not be obligated to accept the additional costs incurred.

V. Delivery deadline

Delivery deadlines shall be quoted to the best of our knowledge, although these shall not be binding. If the delivery date passes, this does not result in an entitlement to withdraw from the contract or to demand compensation. In all cases of force majeure, the suspension of road, rail, lorry or shipping transport, operational downtimes, strikes, a lack of personnel, cargo space, operating and raw materials, as well as unforeseen events of any kind, which affect the price and operating conditions of ourselves or our subcontractors, in addition to strikes, mobilisation and war – also between foreign countries if this affects the general economic situation – this shall relieve us of our obligation to comply with the delivery deadline and entitle us to withdraw from the contract in whole or in part, without the customer having any claim against us for compensation. We are unable to recognise any contractual penalties.

VI. Deviations in sizes, weight, and quantity

Illustrations, sizes, weights that are contained in catalogues, quotes, advertisements, etc., are not binding. We reserve the right to make changes at any time. Increases or reductions in weight – insofar as these lie within conventional tolerances (+/-tolerance) – shall not constitute an entitlement to price discounts or rejections.

VII. Complaints/objections

1. Complaints can only be made within 8 days of receipt of the goods. Any shipments that arrive damaged must be checked immediately for weight and quantity in the presence of the courier. It is essential to send us official notification of damage immediately. We shall be liable for defects that are attributable to deficient materials or defective work, insofar as we shall rectify such defects either through repair or a replacement delivery, to the exclusion of further claims for damages that may be attributable to the defects. We reject any further liabilities, assumption of further costs, reimbursement of freight, salary costs or claims for damages of any kind.

2. We shall not be liable for any damages that arise because of unprofessional installation or handling, excessive use or normal wear and tear. Furthermore, we are only able to check and – where applicable – recognise complaints regarding billing of goods if these are received within 14 days of receipt of the invoice. Complaints do not release the customer from their obligation to meet with the agreed payment conditions.

VIII. Acceptance

1. If the customer is in default with the timely acceptance of a delivery, we shall be free to either unilaterally refuse performance or further performance of the contract at all and to claim damages for non-performance. Insofar as a contract has not been fully realised, we are able to demand advance payment of the remaining amount. If the ordered goods are ready in good time and it is not possible for the customer to accept these in a timely manner for whatever reason, we are entitled to issue our invoice on the day of completion and this shall fall payable per our terms, irrespective of acceptance.

2. If the customer withdraws without justification from an order that has been placed, we can demand 10% of the purchase price for the costs incurred and the loss of profit due to processing the order, without prejudice to the option of claiming for higher actual damages. The customer retains the right to prove lower damages.

3. In the case of framework agreements, the entire agreed quantity of goods must be accepted within the agreed term of the contract. If this is not the case, we shall be entitled to claim any additional costs arising from this from the customer.

IX. Delivery acceptance

The customer is obliged to accept the delivery item. If the customer does not accept the item purchased within 8 days of receiving the notification of readiness, we are entitled to withdraw from the contract or to claim compensation for damages due to non-fulfilment.

X. Guarantee

We are liable for faults to the goods as follows:

1. For a period of 24 months following delivery of the goods, the customer is entitled to have faults rectified (rework). If we cannot rectify faults that are subject to our guaranteed obligation (rework failure), and if further rework attempts are unacceptable to the customer, the customer can withdraw from the contract or demand a reduction in price instead of the rework.

2. Natural wear is excluded from the guarantee in all cases.

3. We are only liable for further claims and rights in the case of wilful intent and gross negligence. Otherwise, we are not liable.

XI. Reservation of title

1. Our deliveries take place exclusively under reservation of title. The property only passes to the customer once all the customer’s liabilities, arising due to our goods deliveries, have been settled. This also applies if the purchase price has been paid for certain goods deliveries specified by the customer. In the event of the acceptance of bills of exchange and cheques, the payment is only deemed to have been made once these have cleared. If an invoice is still open, the reservation of title applies as a security covering our balance of accounts. Processing or working on our goods always takes place on our behalf, without any liabilities arising for ourselves. If the goods supplied by us are mixed, combined or processed with other goods, the customer hereby relinquishes to us their rights of publication, property and co-ownership of the processed object or the new object, and undertakes to store this with prudent diligence.

2. The customer is entitled to sell or process the goods delivered to them within the framework of conventional business transactions. The customer is prohibited from pledging or transferring the goods as securities. The customer must inform us immediately of any pending pledging or the execution thereof, and of any other interfering with our rights by third parties. If the customer sells the goods delivered by us – irrespective of their condition – they hereby transfer to us by way of security the claims in respect of their customer arising from the sale, including all ancillary rights, until all our claims from the delivery of goods have been settled in full. On request by us, the customer is obligated to inform us of the transfer to the third-party buyer and provide us with all information required to validate our rights against the third-party buyer and to provide all requisite documentation to us. If the value of the securities provided to us exceeds our receivables by more than 20%, we are obliged to transfer a portion back to the customer on request.

XII. Payment conditions

1. Our invoices are issued on the day of delivery and are payable net without any deductions 14 days after the invoice date, unless otherwise agreed. For the duration of the delay in payment, we are entitled to charge interest at the rate customary for bank loans. Cost shares for tools, models and moulds are to be paid in cash when the order is placed.

2. The absolute creditworthiness of the customer is a prerequisite of the payment terms. If, following contractual conclusion, we should receive information indicating that the granting of the credit amount according to the order may be particularly risky, or if a situation transpires whereby doubt arises in this regard – such as a considerable worsening of the financial circumstances, a cessation of payments, business supervision, bankruptcy, insolvency, liquidation, transfer, etc. – or if the customer pledges stocks, receivables or sold goods, or reserves these for another creditor, or if due payments are not settled despite reminders, then we shall be entitled to demand advance payments or securities, to withdraw from the contract, to demand a claim for compensation for a failure to fulfil, or – insofar as any form of payment other than cash has been agreed – to demand payment in cash. In the case of payment by means of accepted bill of exchange, all costs and expenses that arise in this regard shall beborne by the customer.

3. Unauthorised deductions, even for those amounts due to damage accounts, must not be deducted from our invoices for the delivery of goods.

XIII. Place of fulfilment and jurisdiction

1. The place of fulfilment is our company’s headquarters. A different location can be agreed upon for delivery.

2. The general place of jurisdiction for all indirect or direct disputes arising from the contractual relationship is our company’s headquarters if the contractual partner is a commercial trader, a corporate body under public law or a special fund under public law.

3. German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, applies to the legal relationship between the parties.

XIV. Miscellaneous

1. Special orders ordered from and supplied by us are not permitted to be returned under any circumstances.

2. If there are non-product-related defects and proven non-system or assembly-related defects (= unjustified complaints), we reserve the right to invoice the customer for the costs for the on-site inspection, testing and laboratory costs, other appraiser costs that arise in connection with the inspection, etc., in the event that it is proven that faultiness is not present, or the complaint turns out to be unjustified. The customer is obliged to reimburse for the claimed costs.

3. If a provision in these Terms and Conditions becomes invalid, this does not affect the validity of the remaining provisions. The invalid provision will be replaced by a valid provision that comes close as possible to the intention and economic purpose of the invalid provision.

4. Only these general sales and delivery conditions apply. The customer’s General Terms and Conditions apply only insofar as we have agreed to these explicitly in writing.

5. Any verbal supplementary agreements are invalid.

WESA-Armaturen GmbH
Managing director: Christoph F. Maier | Manuel J. Maier
District court Stuttgart | Trade register HRB 280 466