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Editor
Weisser Spulenkörper GmbH & Co. KG
Im Riegel 6
D-73450 Neresheim
Fon +49 . 7326 . 82 0
Fax +49 . 7326 . 82 280
weisser(at)weisser.de
Registergericht Ulm HRA 520034
Persönlich haftende Gesellschafterin
Weisser Beteiligungs GmbH
Registergericht Ulm HRB 520011
Ust.Id.Nr. DE 144 650 837
Geschäftsführer
Dr. Alexander Starnecker
Disclaimer and copyright
The content of the Weisser website is protected by copyright. The reproduction, modification, distribution or storage of information or data, in particular of texts or images, requires the prior consent of Weisser Spulenkörper GmbH & Co. KG. The Weisser website has been created with the utmost care. However, no liability or guarantee can be assumed for the information and data provided being up to date, correct and complete. Weisser reserves the right to make changes or additions to the information or data provided without prior notice.
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General Terms and Coditions
I. Scope of application
1. Our General Terms and Conditions of Sale shall apply to all present and future legal relationships between the contracting parties. Deviating agreements are only valid if they have been confirmed by us in writing.
2. We shall not be bound by any conflicting or opposing general terms and conditions of the contracting party - hereinafter referred to as "Buyer" - even if we do not expressly object to them.
3. our terms of sale only apply to companies in the sense of § 310 para. 1 BGB.
4. Should any provision of our General Terms and Conditions of Sale be or become invalid, this shall not affect the validity of all other provisions.
II. Offer/offer documents
1. Our offer is without obligation unless otherwise stated in the offer.
2. We may accept orders within 6 weeks. The period begins with the receipt of the order.
3. Our written order confirmation is authoritative for the scope of the delivery or service. Assurances of characteristics, supplements or subsidiary agreements must be made in writing to be valid.
4. Our sales staff are not authorized to make oral collateral agreements or assurances that go beyond the content of the written contract.
5. We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. The Buyer must obtain our express written consent before passing them on to third parties.
6. In the case of series or special productions, we reserve the right to deliver 10% more or less. In the case of packaged goods, there may be variations according to the packaging units.
7. We are entitled to make partial deliveries, as long as they are reasonable for the buyer.
III. Prices/payment terms
1. Unless otherwise stated in the order confirmation, our prices are "ex warehouse" or "ex works", excluding shipping costs, customs duties, packaging and plus the applicable value added tax.
2. We reserve the right to change our prices accordingly if cost reductions or cost increases occur after the conclusion of the contract, in particular due to collective wage agreements, changes in material prices or currency fluctuations.
3. The deduction of discounts requires special written agreement.
Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. Partial invoices will be issued for partial deliveries. The payment terms shall run separately for each partial invoice. The statutory provisions regarding default in payment shall apply.
4. We accept bills of exchange or checks only on account of performance, but not in lieu of performance by special agreement. Our claim is only fulfilled on the day on which we can dispose of the equivalent value without having to reckon with chargeback claims. Collection costs, discount and bill charges as well as interest shall always be borne by the Buyer and shall be due for payment immediately. 5.
5. The buyer may only offset with an undisputed or legally established claim. He may exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.
6. 50% of one-time costs, such as tooling and development costs, will be invoiced immediately upon receipt of the order. The remaining 50% shall be due upon delivery of the first tooling parts.
IV. Product information/design changes
1. The use and suitability of our products and materials are based on our current knowledge and experience. They do not release the purchaser from the obligation to carry out an incoming goods inspection, his own tests and trials for the specific application. No legally binding assurance of specific properties or suitability can be derived from our information and recommendations. The recipient of our products is responsible for observing any industrial property rights and existing laws and regulations.
2. We reserve the right to make changes, provided that these changes are not of a fundamental nature and the contractual purpose of the delivery is not restricted in a way that is unreasonable for the buyer.
V. Delivery time
1. Information on delivery periods is non-binding, unless the delivery date has been expressly promised as “binding” in exceptional cases.
2. The delivery period shall commence on the date of the order confirmation, but not before the documents, approvals, releases to be provided by the buyer have been provided, as well as the receipt of an agreed payment, the opening of a letter of credit to be provided or proof that an agreed security has been provided.
3. The delivery deadline shall be deemed to have been met if the goods have left the Neresheim warehouse within the delivery deadline.
4. In the event of unforeseen hindrances which are beyond our control and which we were unable to avert despite the care required in the circumstances of the case - regardless of whether they occur with us or a subcontractor - such as force majeure (e.g. war or natural disasters), delays in the delivery of essential raw materials or other circumstances for which we are not responsible - we shall be entitled to withdraw from the delivery contract in whole or in part or to extend the delivery period by the duration of the hindrance. We are entitled to the same rights in the event of strikes and lockouts at our premises or those of our suppliers. We shall inform our customers of such circumstances without delay.
5. In the event of a delay in delivery, the buyer may withdraw from the contract after a reasonable grace period has expired without result; in the event of impossibility of our performance, he shall also be entitled to this right without a grace period. A period of at least 14 days is reasonable, in the case of custom-made products at least 1 month. Delay in delivery shall be deemed equivalent to impossibility if delivery is not made for more than 1 month, or 6 weeks in the case of custom-made products.
Claims for damages (including any consequential damages) are excluded without prejudice to paragraph 6; the same applies to reimbursement of expenses.
6. 5 shall not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health is agreed, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user; it shall also not apply if an exclusion or limitation of liability for other damages is agreed, which are based on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of the user. If we culpably breach an essential contractual obligation or a cardinal obligation, liability shall not be excluded, but shall be limited to the foreseeable damage typical for the contract; the above shall apply accordingly in the case of reimbursement of expenses. 7.
7. If a commercial transaction for delivery by a fixed date has been agreed, the limitations of liability in paragraphs (5) and (6) shall not apply; the same shall apply if the buyer can claim that his interest in the fulfillment of the contract has ceased to exist due to the delay for which we are responsible.
8. In the case of call-off orders, we must be notified of the call-offs in good time so that proper manufacture and delivery is possible, but at least 6 weeks before the desired delivery date. Call-off orders must be called off within 12 months of the order, unless other fixed dates have been agreed. If the call-off is not made or not made in full within 12 months of the order or on the agreed call-off dates, the Buyer shall be in default of acceptance.
9. If the buyer is in default of acceptance or violates his 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 object of purchase shall also pass to the Buyer at the time at which the Buyer is in default of acceptance.
VI. Transfer of risk/packaging costs/insurance
1. The risk of accidental loss and accidental deterioration shall pass to the Buyer when the goods are handed over to the forwarder or carrier, but at the latest when they leave our premises. The Incoterms 2000 clause "ex works" (German version) shall apply.
2. If the delivery is delayed due to circumstances for which the Buyer is responsible or at the Buyer's request, the risk shall pass to the Buyer on the day of notification of readiness for shipment. At the express written request of the Buyer, we shall be obliged to insure the goods stored by us at the Buyer's expense. This shall also apply in cases where no delivery date has been expressly agreed, with the proviso that the risk shall pass to the Buyer 7 calendar days after notification of readiness for shipment.
3. At the request of the Buyer, we shall take out transport insurance for the delivery; the costs incurred in this respect shall be borne by the Buyer.
4. Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back. The Buyer is obliged to dispose of the packaging at his own expense.
5. Delivered goods are to be accepted by the buyer, even if they have minor defects, without prejudice to his rights under §§ 433 ff BGB (German Civil Code).
VII. Retention of title
1. We retain title to the goods delivered until full payment has been made in accordance with the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. Until then, the buyer is not entitled to pledge the goods to third parties or to assign them as security. The Buyer shall store the reserved goods for us free of charge.
2. If the reserved goods are processed, combined or mixed with other goods by the Buyer, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the total item. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of paragraph 1.
3. The buyer is entitled to sell the reserved goods in the ordinary course of business, provided that he is not in default of payment of our purchase price claims.
4. The Buyer hereby assigns to us all claims against third parties arising from the resale of the reserved goods. If the reserved goods are sold after processing, combination or mixing, the assignment of the claim from the resale shall only apply up to the amount of the value of the reserved goods invoiced by the Seller to the Buyer. This shall also apply if the reserved goods are resold together with other goods not belonging to the Seller.
5. The buyer is authorized to collect the claim even after the assignment. We may restrict the collection authorization for good cause and revoke it for good cause, in particular in the event of default in payment. We may require the Buyer to notify us of the claims assigned to him and their debtors, to provide all information necessary for collection, to hand over the relevant documents and to notify his debtor of the assignment. 6.
6. The buyer agrees that the persons commissioned by us with the assignment of the goods subject to retention of title may enter or drive onto the land or building on or in which the goods are located for this purpose in order to take possession of the goods subject to retention of title.
7. The buyer must inform us immediately of any seizure, execution or other intervention by third parties which impairs our property rights. The Buyer shall bear the costs of measures to remove the third party's interference, in particular any intervention proceedings.
VIII. Warranty and liability
1. The quality of the goods shall be determined exclusively by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our partner, the latter shall bear the risk of suitability for the intended purpose. The time of the transfer of risk is decisive for the contractual condition of the goods. The goods manufactured by us are only inspected on a random basis. A 100% inspection of the goods requires express written agreement.
2. we shall not be liable for defects caused by unsuitable or improper use, faulty assembly or commissioning by the buyer or third parties, normal wear and tear, faulty or negligent treatment, nor for the consequences of improper modifications or repair work carried out by the buyer or third parties without our consent. The same applies to defects that only insignificantly reduce the value or the fitness of the goods.
3. Warranty claims of the buyer presuppose that he has fulfilled his inspection and complaint obligations in accordance with § 377 HGB. He must inspect the delivery immediately, at the latest within one week of receipt, for any defects and notify us of any defects found. In the event of a defect for which we are responsible, we shall be entitled, at our option, to repair or replace the goods. As part of the remedy, we are obligated to reimburse the Buyer for the necessary costs of dismantling the defective item and installing or attaching the repaired or defect-free item. Reimbursement of expenses is excluded if the expenses increase because the goods have been moved to another location after our delivery, unless this corresponds to the intended use of the goods. This applies accordingly to claims for reimbursement of expenses of the buyer according to § 445 a BGB (recourse of the seller), provided that the last contract in the supply chain is not a purchase of consumer goods. If one or both types of subsequent performance are impossible or disproportionate, we shall be entitled to refuse them. We may refuse subsequent performance as long as the Buyer has not fulfilled his payment obligations to us to an extent corresponding to the defect-free part of the performance.
4. If the repair or replacement does not take place within a reasonable period of time - taking into account our ability to deliver - or if the repair and/or replacement fails, the Buyer may demand a reduction of the remuneration (abatement) or withdraw from the contract.
5. As far as nothing else arises from the following (paragraph 7), further claims of the buyer, no matter on which legal basis (in particular claims from the violation of primary and secondary contractual obligations, reimbursement of expenses with the exception of those according to § 439 II BGB (German Civil Code), unlawful acts and other tortious liability) are excluded; this applies in particular to damages which have not occurred to the delivery item itself and to claims for compensation of lost profit; this also includes claims which do not result from the defectiveness of the object of purchase.
6. The above provisions shall also apply in the event of delivery of a different item or a smaller quantity.
7. The exclusion of liability in para. 5 shall not apply if an exclusion or limitation of liability for damages resulting from injury to life, body or health has been agreed which is based on an intentional or grossly negligent breach of duty on our part, nor shall it apply if an exclusion or limitation of liability for other damages has been agreed which is based on an intentional or grossly negligent breach of duty on the part of a legal representative or vicarious agent of ours. If we culpably violate an essential contractual obligation or a "cardinal obligation", liability shall not be excluded, but shall be limited to the foreseeable damage typical for the contract; otherwise liability shall be excluded in accordance with para. 5. Furthermore, the exclusion of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivery item. It shall also not apply in the case of the assumption of a guarantee and the assurance of a quality if a defect covered by it triggers our liability. The above shall apply mutatis mutandis to the reimbursement of expenses.
8. Claims for subsequent performance, damages and compensation for use shall become statute-barred one year after delivery of the purchased item. This does not apply to an item that has been used for a building in accordance with its normal use and has caused its defectiveness; in this case, the limitation period is 5 years. Claims for reduction and the exercise of the right of rescission are excluded if the claim for subsequent performance is time-barred. In the case of sentence 3, however, the Buyer may refuse payment of the purchase price to the extent that he would be entitled to do so on the basis of the withdrawal or reduction; in the event of the exclusion of the right of withdrawal and a subsequent refusal to pay, we shall be entitled to withdraw from the contract.
9. Recourse claims of the buyer against us according to § 445 a BGB (recourse of the seller) exist only insofar as the buyer has not made any agreements with his customer that go beyond the statutory claims for defects.
IX. Liability for ancillary duties and obligations
1. If, due to our fault, the delivery item cannot be used by the buyer in accordance with the contract as a result of omitted or faulty execution of suggestions and advice before or after conclusion of the contract as well as other contractual ancillary obligations, or if damage occurs, the provisions of clauses 8 and 10 shall apply accordingly to the exclusion of further claims by the buyer.
X. Withdrawal by the buyer and other liability on our part
1. The following provisions shall apply to breaches of duty other than liability for defects and shall neither exclude nor limit the statutory right of rescission. They also neither exclude nor limit any statutory or contractual claims to which we are entitled.
2. The buyer can withdraw from the contract if the entire performance becomes finally impossible; the same applies to incapacity.
The Buyer may also withdraw from the entire contract if, in the case of an order for similar items, the performance of a part of the delivery becomes impossible in terms of quantity due to our fault and the Buyer has no interest in the partial performance; if this is not the case, the Buyer may reduce the consideration accordingly; the right of withdrawal shall not apply in the case of a minor breach of duty.
3. If there is a delay in performance and the buyer grants us a reasonable period of time for performance after the delay has been justified and if this period of time is not complied with, the buyer shall be entitled to withdraw from the contract. The same shall apply in the event of a partial delay in performance. If, prior to delivery, the Buyer requests a different execution of the delivery item in any respect, the delivery period shall be suspended until the date of notification of the execution and shall be extended, if necessary, by the time required for the other execution.
4. Withdrawal is excluded if the buyer is solely or predominantly responsible for the circumstance entitling him to withdraw or if the circumstance for which we are responsible occurs at the time of the buyer's default in acceptance. In the event of impossibility of performance in the aforementioned cases, we shall retain our right to consideration in accordance with Section 326 (2) of the German Civil Code (BGB).
5. Further claims of the buyer, regardless of their legal basis (in particular claims arising from culpa in contrahendo, breach of primary and secondary contractual obligations, reimbursement of expenses, tort and other tortious liability) are excluded; this applies in particular to damage which has not occurred to the delivery item itself and to claims for compensation for lost profit; this also includes claims which do not arise from the defectiveness of the object of purchase.
This shall not apply if the cause of the damage is due to intent or gross negligence on our part, on the part of our legal representatives or vicarious agents. This also does not apply to damages resulting from culpable injury to life, body or health.
Liability is also not excluded in the event of the assumption of a guarantee, insofar as a breach of the obligation covered by the guarantee triggers our liability.
If we culpably violate an essential contractual obligation or a "cardinal obligation", liability is not excluded, but merely limited to the foreseeable damage typical for the contract.
XI. Tools and models
1. Tools and models made by us or on our behalf shall remain our property even if their costs have been borne in whole or in part by the Buyer.
2. Any agreed customer protection shall expire in the event of the customer's insolvency and after the expiry of 5 years if no parts have been manufactured from the tool during this period.
XII. Place of performance and jurisdiction
1. The place of performance for the obligations of both parties arising from all legal relationships is 73450 Neresheim.
2. The law of the Federal Republic of Germany shall apply to the legal relationship between the buyer and us. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
3. If the buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office. We are also entitled to sue at the buyer's place of business.
Weisser Spulenkörper GmbH & Co. KG
Im Riegel 6
D-73450 Neresheim
Tel.: +49 (0)7326-82-0
Fax: +49 (0) 7326-82-280
Mail: weisser@weisser.de
February 2020
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