GTC of the Wolpert Group

General / Scope of application

The following terms and conditions apply exclusively to all our services/deliveries. Conflicting, supplementary or deviating terms and conditions of our contractual partners are not recognized - even if we carry out the sale or delivery in the knowledge of conflicting, deviating or supplementary terms and conditions - and their inclusion in the contract is hereby expressly rejected, unless their validity is expressly agreed in writing.

The terms and conditions apply to all current and future business relationships.

The General Terms and Conditions are not intended for use with consumers.

Offer/conclusion of contract

Our offers are subject to change. Our cost estimates are non-binding. A contract is only concluded upon receipt of a written order confirmation by the customer. The customer shall not be entitled to a right of revocation, even in the event of late or delayed receipt of the order confirmation.

We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties.

The scope of the deliveries and services shall be finally determined in our order confirmation.

Orders and changes require our written confirmation.

Dimensions, weights, illustrations and drawings are only binding for the execution if this is expressly confirmed by us in writing. Advice given by our office and field staff is given to the best of their knowledge and belief and in accordance with the state of the art and is based on normal operating conditions.

Prices and terms of payment

Unless otherwise agreed in writing, the prices quoted by us are ex works, excluding packaging and shipping. Packaging and shipping costs will be invoiced separately.

The prices quoted by us are exclusive of VAT at the statutory rate on the date of invoicing.

The deduction of a discount requires a special written agreement.

Unless otherwise agreed, the purchase price is due upon receipt of the invoice and payable within 14 days without deduction.

Offsetting against counterclaims of the customer is excluded unless the counterclaims have been legally established or recognized by us.

The assertion of a right of retention by the customer is only permissible insofar as his counterclaim originates from the same contractual relationship.

Unless otherwise agreed in writing, the following terms of payment shall apply to toolmaking orders: 1/3 after order confirmation, 1/3 after the first tooling parts are produced, 1/3 after completion.

If the customer is in default of payment, we shall be entitled to charge interest at a rate of 8% above the prime rate of the European Central Bank. We reserve the right to prove higher damages caused by default.

Changes to the tools, molds or parts ordered from us which are based on the fact that the customer provides new information or requests for changes after the order has been placed shall be remunerated separately; in addition, these changes shall extend our delivery time to a reasonable extent.

As a rule, the arrangements regarding the remuneration to be made for this and the extension of the delivery time shall be made in writing. If no written agreement is reached, for whatever reason, we shall be entitled to the customary local remuneration and any necessary extension of the delivery time.

Bills of exchange or checks are accepted on account of payment. The costs of discounting and collection shall be borne by the customer.

Delivery

Our delivery times are generally only approximate and non-binding. Any deviating agreement on a binding delivery time must be made individually, expressly and in writing. Any agreed delivery dates/deadlines shall be deemed to have been met if the goods have been handed over to the transport company or other transport persons within this period.

However, the commencement of the delivery period thus expressly agreed in writing shall be subject to the clarification of all technical questions and the timely and proper fulfillment of all obligations of the customer. Any agreed delivery period shall not commence before receipt of the order confirmation by the customer.

Unforeseen events for which we are not responsible, such as energy shortages, delays in the delivery of essential parts and components/materials, operational and traffic disruptions, strikes, lockouts, force majeure, shall extend the delivery period appropriately.

No further claims or rights arise in this case.

If we are in default of delivery for reasons for which we are responsible and the customer has unsuccessfully set us a reasonable grace period, he may withdraw from the contract. Further claims shall be determined in accordance with Section VIII of these terms and conditions.

If and insofar as we should be obliged to pay compensation, only the specific and proven damage shall be compensated. Compensation for liquidated damages is excluded, as is the payment of a contractual penalty.

Unless otherwise agreed, delivery shall be “ex works”. The risk shall pass to the customer as soon as the object of performance has left our works. This shall also apply if we assume further services, such as carriage paid shipment, delivery or similar. In the case of shipment, the risk of loss of the item shall pass to the customer upon handover to the carrier. If the object of performance remains at our premises, the risk shall pass to the customer upon full payment of the object of performance.

In the case of partial deliveries, withdrawal from the entire contract due to defaults in performance is excluded for only one partial delivery.

The delivered goods shall only be insured at the express request and for the account of the customer.

If additional costs are incurred due to incorrect or incomplete address data provided by the customer, the customer shall bear these costs or reimburse us for them.

Molds/tools

The tools and mold inserts produced shall be stored by us for 2 years after the last delivery of these molds and tools at the request of the customer for possible further use in the context of follow-up orders. We will inform the customer before destroying the tools and molds stored by us in this way with a notice period of at least 1 month.

Warranty

The customer must inspect the delivered works or parts immediately and, if necessary, report any defects without delay. Sections 377, 378 HGB shall apply. Unless otherwise stated in the above §§ 377, 378 HBG, the subject matter of the contract shall be deemed to have been accepted no later than 2 weeks after notification of readiness for acceptance.

If there is a defect in the delivery item at the time of transfer of risk, we shall be entitled to choose whether to remedy the defect by repair or replacement. The customer shall not be entitled to remedy any defects himself in the event of imminent danger or particular urgency. If the customer nevertheless undertakes such work and attempts to rectify defects himself, warranty claims against us are excluded. VIII of these terms and conditions shall apply to further claims.

(In any case, the prerequisite for any further warranty claims against us is that we have previously been given a reasonable period of time for subsequent performance). All other warranty claims, in particular claims for compensation for damage that has not occurred to the subject matter of the contract, shall be determined in accordance with VIII of these terms and conditions. § Section 476 BGB shall not apply.

Statute of limitations

All claims of the customer arising from the contract, in particular the claim for warranty for defects and damages, shall become statute-barred one year after delivery of the subject matter of the contract, if no delivery has taken place, from acceptance of the subject matter of the contract. This also applies to the infringement of property rights.

Notwithstanding the foregoing, the statutory limitation period shall apply to claims for damages arising from injury to life, limb or health, claims for damages arising from gross negligence or intentional breach of contractual obligations, and claims under the Product Liability Act.

Limitation of liability

Liability is excluded for the breach of non-essential contractual obligations, in particular during contract negotiations or due to delay, unless there is gross negligence or intent on our part or on the part of our vicarious agents.

The above shall not apply to claims of the customer under the Product Liability Act or to damages resulting from injury to life, limb or health.

Retention of title

We reserve title to the delivery item until all claims against the customer to which we are entitled for any legal reason arising from the business relationship have been satisfied.

The customer shall be entitled to sell the goods subject to retention of title only in the ordinary course of business at his normal terms and conditions and as long as he is not in arrears with payment. He shall only be entitled to resell the reserved goods subject to the proviso that the claim arising from the resale is transferred to us in accordance with the following clauses. He is not entitled to dispose of the reserved goods in any other way.

The customer hereby assigns to us his claims arising from the resale of the reserved goods, irrespective of whether the reserved goods are sold to one or more customers.

The customer is entitled to collect the assigned claims from the resale until our revocation, which is possible at any time; the customer is not entitled to assign the claim to third parties under any circumstances. The assignment of the claim from the resale is hereby accepted by us.

At our request, the customer is obliged, unless we inform his customer ourselves, to notify the customer of the assignment to us immediately and to provide us with evidence of the notification and to send us the information and documents required to collect the assigned claims together with this notification.

If the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is also agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.

If the customer acts in breach of contract, in particular in the event of default in payment or if we become aware of circumstances that are likely to reduce the creditworthiness of the customer, we shall be entitled to prohibit the resale of the goods subject to retention of title, to withdraw from the contract and to demand the return of the goods subject to retention of title.

In the event of seizure of the reserved goods by third parties, the customer shall draw attention to our ownership and inform us immediately. If the customer violates this and the third party is not in a position to reimburse us for the costs incurred in this connection, the customer shall be liable for this.

Place of fulfillment / place of jurisdiction / choice of law

The place of performance for both parties to the contract is Bretzfeld-Schwabbach.

The place of jurisdiction is the local or regional court responsible for Bretzfeld-Schwabbach. However, we are entitled at our discretion to sue the customer at his place of business.

The law of the Federal Republic of Germany is agreed to be binding, including all conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Should any of these provisions be or become invalid in whole or in part, or should there be any omissions, this shall not affect the validity of the contract or the remaining provisions.