General Terms and Conditions of Sale and Delivery of Wieland GmbH & Co. KG
1) Scope of application
We deliver exclusively on the basis of the following terms of delivery and payment. Deviations from these terms are only valid if they have been agreed with us in writing prior to delivery. The buyer's terms and conditions of purchase are only valid if we have expressly agreed to them in writing.
2) Prices and delivery basis
Unless expressly stated otherwise, all unit prices quoted by us are ex our distribution warehouses in Pechbrunn or Ottensoos. The risk of loss or damage to the delivered goods passes to the buyer upon handover to the first carrier. If no express shipping instructions are given with the order, we are free to choose the means of transport.
If the buyer orders molding tools such as models, molds, dies, or die-casting tools for the manufacture of workpieces according to the customer's drawings, our production facility, which we commission to manufacture the workpieces, shall be deemed the delivery basis for these tools. The customer shall receive initial samples manufactured with these tools under production conditions. If tools are requested back by the buyer, we shall deliver them within 4 weeks of receiving a written request and shipping instructions, at the buyer's expense and risk and in the condition resulting from normal use of these tools. All prices quoted by us are to be treated as confidential vis-à-vis third parties. All prices quoted by us do not include statutory value added tax.
3) Terms of payment
The following terms of payment shall be deemed agreed:
For deliveries of goods, 14 days after delivery/invoicing with a 2% discount, or at the latest 30 days after delivery/invoicing without discount. Discounts are subject to all previously due invoices having been paid in full. For molding tools, 30 days after approval of the initial samples, but no later than 45 days after delivery of the initial samples manufactured with this tool in accordance with the drawings.
4) Comprehensive retention of title
The retention of title agreed below serves to secure all existing and future claims of the seller against the buyer arising from the delivery relationship between the contracting parties via ... (including balance claims from a current account relationship limited to this delivery relationship).
The goods delivered by the seller to the buyer remain the property of the seller until all secured claims have been paid in full. The goods and the goods covered by the retention of title that replace them in accordance with this clause are hereinafter referred to as reserved goods. The buyer shall store the goods subject to retention of title free of charge for the seller. The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the occurrence of a case of realization (paragraph 9). Pledging and transfer by way of security are not permitted. If the goods subject to retention of title are processed by the buyer, it is agreed that the processing shall be carried out in the name and on behalf of the seller as the manufacturer and that the seller shall immediately acquire ownership or – if the processing is carried out using materials from several owners or if the value of the processed item is higher than the value of the goods subject to retention of title – co-ownership (fractional ownership) of the newly created item in the ratio of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership occurs on the part of the seller, the buyer hereby transfers his future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to the seller as security. If the goods subject to retention of title are combined with other items to form a single item or are inseparably mixed and one of the other items is to be regarded as the main item, the seller shall, insofar as the main item belongs to him, transfer to the buyer proportional co-ownership of the single item in the ratio specified in sentence 1.
In the event of resale of the goods subject to retention of title, the buyer hereby assigns to the seller, by way of security, the resulting claim against the purchaser – in the case of co-ownership of the goods subject to retention of title by the seller, proportionately in accordance with the co-ownership share. The same applies to other claims that replace the goods subject to retention of title or otherwise arise in relation to the goods subject to retention of title, such as insurance claims or claims arising from tort in the event of loss or destruction. The seller revocably authorizes the buyer to collect the claims assigned to the seller in its own name. The seller may only revoke this collection authorization in the event of realization.
If third parties access the goods subject to retention of title, in particular through seizure, the buyer shall immediately notify them of the seller's ownership and inform the seller thereof in order to enable him to enforce his property rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable to the seller for these costs. Upon request, the seller shall release the goods subject to retention of title and the items or claims replacing them at its discretion, provided that their value exceeds the amount of the secured claims by more than 50%. If the seller withdraws from the contract due to the buyer's breach of contract, in particular default in payment (event of realization), the seller shall be entitled to demand the return of the goods subject to retention of title.
5) Delivery times
We will provide binding delivery information 14 days after receipt of the order. We will confirm the delivery date with the order confirmation.
We are entitled to extend the agreed delivery period appropriately if the buyer does not fulfill a necessary obligation in a timely manner.
For the delivery of products manufactured according to the customer's specifications, the buyer may not unilaterally cancel the order even if the delivery date is exceeded through our fault. For series products, advance delivery 2 weeks before the delivery date and a quantity tolerance of ± 10% of the delivery rate are generally agreed. In the event of force majeure, we shall be entitled to postpone the delivery period by the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract with regard to the part not yet fulfilled. Force majeure shall be deemed to include strikes, lockouts, and other circumstances that make delivery significantly more difficult or otherwise impossible for us, regardless of whether they occur at our premises or at those of a subcontractor.
6) Quality and warranty
All goods delivered by us are manufactured according to strict quality criteria and are subject to an effective final inspection before delivery. Should defects nevertheless occur, these must be reported in writing. The complaint must state the delivery note number, the defect found, and the number of defective parts. We will agree on measures to remedy the defect with the buyer no later than 5 working days after receipt of a complaint.
Returned goods subject to complaint are only permitted with our consent. We reserve the right to repair the goods subject to complaint or to replace them free of charge for the buyer. Parts subject to complaint and replaced free of charge shall remain available for collection by us, protected from further deterioration in quality. We will only replace the delivered parts, but not any associated or consequential costs. Incorrect dimensions can only be accepted for parts that have not yet been significantly altered by the buyer through mechanical processing. We will only reimburse the buyer for any reworking carried out by the buyer if this has been expressly agreed.
We guarantee that the molding tools manufactured by us can be used in the workshops selected by us to produce workpieces of the agreed quality in the agreed quantities. We exclude any further claims for damages that may arise from our deliveries.
7) Confidentiality
Our business partners undertake not to disclose any data arising in the course of the business relationship to unauthorized third parties, and to protect and store such data securely against access and misuse by unauthorized persons.
Final provision
The place of jurisdiction for both contracting parties is Nuremberg. German law applies exclusively, even for deliveries abroad. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded. Should any of these provisions be partially invalid or incomplete, this shall not affect the validity of the remaining provisions.
As of: January 2016
