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Retailers and Service

We offer you the best of service and know-how, not only at our headquarters in Borchen near Paderborn. Our retailers and service points all over Germany will be glad to assist you with any questions or problems you may have.   

 

GENERAL TERMS & CONDITIONS

§1

General Information – Scope of Application

1.

Our General Terms & Conditions of Sale shall apply exclusively. We shall not acknowledge any terms of the purchaser that are contradictory to or diverge from our General Terms & Conditions of Sale, unless they have been expressly confirmed by us in writing. Our General Terms & Conditions of Sale shall apply even if we execute the delivery to the purchaser without reservation while being aware of terms of the purchaser that are contradictory to or diverge from our General Terms & Conditions of Sale.

2.

Our General Terms & Conditions of Sale shall exclusively apply to entrepreneurs, corporate bodies under public law, or special funds under public law within the meaning of section 310 (1), German Civil Code (BGB).

§2

Offer – Offer Documents

1

If the order is to be qualified as a binding offer (section 145, German Civil Code), we are entitled to accept the offer within a period of two weeks.

2

Our offers are subject to change. Promotional offers included in brochures, advertisements, etc. are non-binding also in terms of price quotation. Drawings, images, dimensions, weights and other performance data shall only be binding if agreed upon in writing. Design modifications and deviations from indications in brochures and catalogues shall remain reserved even after sending the order confirmation, provided this does not result in an inacceptable modification of price and/or essential functional features, or delivery time.

3

Our employees are not entitled to make oral side agreements or oral assertions beyond the content of the written contract.

4

Any objections against our order confirmations or commercial letters of confirmation must be brought to our attention immediately and in writing, at least within eight days after receipt of the confirmation.

5

Appropriate partial shipments as well as deviations from the order quantities by +/– 5% are permissible. Costs and damages resulting from unsubstantiated rejection are to be borne by our contract partner. We shall be entitled to withhold 10% of the invoice value of goods taken back as a fixed cost share.

6

We reserve the proprietary rights and copyrights for images, drawings, calculations, and other documents. This shall also apply for written documents marked as “confidential”. Transmission of any such documents to third parties by the purchaser shall require our express written approval.

$3

Prices – Payment Terms

1

Unless stipulated otherwise in the order confirmation, our prices are „ex works“, packaging not included; packaging will be invoiced separately.

2

Our prices do not include statutory VAT. VAT will be separately shown on the invoice on the day of invoicing with the statutory amount.

3

The deduction of a discount shall require a special written agreement.

4

Unless stipulated otherwise in the order confirmation, the purchase price is due for payment net (without deduction) within a period of 30 days after the date of invoice.

5

For the delivery of small orders, the net invoice amount of which being less than EUR 150, we will charge – in addition to the delivery costs – a handling fee of EUR 15.00.

6

The purchaser shall have offsetting rights only if his counterclaims have been established with legal force, are undisputed, or have been acknowledged by us. Furthermore, he shall be entitled to exert the right of retention only to the extent that his counterclaim is based on the same contractual relationship.

§4

Delivery time

1

Delivery time shall commence upon sending the order confirmation. It shall be considered met if, until the expiry date, the deliverable has left the manufacturer’s factory or our premises, respectively, or has been reported ready for dispatch. Commencement of delivery time indicated by us implies prior clarification of all technical questions.

2

Furthermore, adherence to our delivery obligation presupposes the timely and duly fulfilment of the purchaser’s obligations. The objection of non-fulfilment of the contract shall be reserved.

3

In case of default of acceptance or culpable violation of other cooperation duties by the purchaser, we shall be entitled to claim compensation for the damage incurred including additional expenditures that may arise. Further claims in access thereof shall remain reserved.

4

Provided the prerequisites as mentioned in paragraph (3) are fulfilled, the risk of accidental destruction or accidental deterioration of the purchased goods shall be transferred to the purchaser at the time when he has defaulted on acceptance or payment.

5

We shall be liable according to legal provisions insofar as the underlying purchase contract is to be settled at a fixed date within the meaning of section 286 (2) no. 4, German Civil Code (BGB) or section 376, German Commercial Code (HGB). We shall also be liable according to legal provisions if the purchaser is entitled to assert that he is no longer interested in further contract fulfilment as a consequence of a delayed delivery we are responsible for.

6

Furthermore, we shall be liable according to legal provisions if the delayed delivery is due to an intentional or grossly negligent breach of contract for which we are responsible. Any fault of our representatives or vicarious agents must be attributed to us. Insofar as the delayed delivery is not due to an intentional breach of contract for which we are responsible, our liability for compensation shall be restricted to the predictable, typically occurring damage.

7

We shall also be liable according to legal provisions if the delayed delivery for which we are responsible is due to culpable violation of an essential contractual commitment. In this case, however, our liability for compensation shall be restricted to the predictable, typically occurring damage.

8

Apart from that we shall be liable in case of delayed delivery for each week of delay with a flat-rate compensation for delayed completion amounting to 3% of the delivery value, however, limited to a maximum of 15% of the delivery value.

$5

Transfer of Risk – Packaging Costs

1

If not stipulated otherwise in the order confirmation, delivery “ex works” shall be agreed upon.

2

Prices do not include freight, packaging, insurance, and installation costs. Additional services will be charged separately. Transport packaging and all other packaging in accordance with the packaging regulation shall not be taken back with the exception of pallets. The purchaser is obliged to dispose of the packaging at his own costs.

3

Transport insurance shall only be covered if expressly ordered by the purchaser at his own costs.

4

The transfer of risk onto the purchaser shall take place once the (partial) delivery has been handed over to the person in charge of transport or has left our warehouse to be dispatched. In case of an obligation to be performed at the place of the debtor or in case dispatch was rendered impossible for reasons beyond our control, the transfer of risk onto the purchaser shall take place upon notification of readiness for dispatch.

§6

Liability for Defects

1

Any claims for defects by the purchaser presuppose that he has duly fulfilled his examination and notification obligations in accordance with section 377, German Civil Code (HGB). We must be notified in writing of apparent defects within a period of two weeks from receipt of the goods. Otherwise the enforcement of the warranty claim shall be excluded. For keeping the term, timely sending shall be sufficient. The burden of proof for all claim prerequisites is on the customer, in particular for the defect itself, the point in time when the defect was recognised, and for timely submission of the notification about any defects.

2

We shall perform warranty for defective goods at our choice either by subsequent improvement or substitute delivery. If the subsequent delivery fails, the purchaser shall be entitled– at his choice – to claim for supplementary performance by rectifying of the defects, or delivery of a new, flawless item. If we rectify the defects, we shall be obliged to bear all necessary expenditures, in particular costs for transport, road usage, labour, and material, insofar as these are not increased by taking the purchased goods to a destination other than the place of fulfilment.

3

If the supplementary performance fails, the purchaser shall be entitled – at his choice – to claim withdrawal from the contract or price reduction.

4

We shall be liable according to legal provisions if the purchaser claims compensation for damages that are due to intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we are not accused of intentional breach of contract, our liability for compensation shall be restricted to the predictable, typically occurring damage.

5

We shall be liable according to legal provisions insofar as we have culpably violated an essential contractual commitment. In this case, our liability for compensation shall be restricted to the predictable, typically occurring damage.

6

We shall be liable according to legal provisions insofar as we have culpably violated an essential contractual commitment. In this case, our liability for compensation shall be restricted to the predictable, typically occurring damage.

7

The liability for culpable injury to life, body, or health shall remain unaffected. This also applies to the compulsory liability according to the Product Liability Law.

8

If the purchaser is entitled to a legal or contractual right of withdrawal, he has to declare in writing whether he withdraws from the contract within a period of two weeks after the incident on which his right of withdrawal is based on, however, immediately after our request to do so. The grace period notification alone shall not be sufficient. After the grace period has expired, withdrawal is impossible. If the purchaser is on the verge of insolvency (section 321, German Civil Code) or permanently ceases payment according to section 17, German Insolvency Code (InsO), this constitutes a special case that entitles us to immediate withdrawal according to section 323 II no. 3, German Civil Code (BGB). In this case, the claim for return of the goods shall be regarded as a notification of withdrawal from the contract. In proof of the verge on insolvency, the application to initiate insolvency proceedings shall be sufficient. In case of doubt, the withdrawal is restricted to the part of the contract that has not yet been fulfilled by either party. We shall be entitled to choose between claiming compensation for the fulfilment damage deducting the proceeds of sale, or compensation of our expenditures of no avail. All collaterals we have received from the purchaser shall also serve as collaterals for the claims that arise due to our exertion of withdrawal.

9

The period of limitation for claims for defects shall be 12 months, calculated from the transfer of risk. The period of limitation in case of delivery recourse according to sections 478 and 479, German Civil Code (BGB) shall remain unaffected. It lasts five years, calculated from the handover of the defective item.

§7

Joint and Several Liability

1

Any further liability on compensation for damage exceeding that stipulated in section 6 is excluded – irrespective of the legal form of the claim. This shall apply in particular to compensation claims arising from faults in the conclusion of the contract, other breaches of obligations, or tortious claims for compensation of property damage according to section 823, German Civil Code (BGB).

2

Insofar as our liability for compensation of damages is excluded or restricted, this shall also apply in respect to the personal liability for compensation on the part of our employees, workers, representatives, and vicarious agents.

§8

Reservation of Proprietary Rights

1

We reserve the proprietary rights of the purchased goods until all payments resulting from the delivery contract have been received. In case of conduct in breach of contract by the purchaser, in particular delayed payment, we are entitled to reclaim the purchased goods. Reclaiming of the purchased goods does not constitute a withdrawal from the contract on our part, unless we have expressly declared the withdrawal in writing. Seizure of the purchased goods on our part shall always constitute a withdrawal from the contract. After having taken back the purchased goods, we shall be entitled to realise them; the proceeds of realisation – deducting reasonable realisation costs – must be offset against the liabilities of the purchaser.

2

The purchaser is obliged to handle the purchased goods with care. In particular, he is obliged to ensure adequate insurance coverage against damages due to fire, water, and theft for the reinstatement value at his own costs. If maintenance and inspection work is necessary, the purchaser has to perform this work in time at his own costs.

3

In case of seizure or other intervention by third parties, the purchaser shall be obliged to notify us in writing without undue delay in order to enable us to institute a third-party motion to vacate according to section 771, German Code of Civil Procedure (ZPO). Insofar as the third party is not able to reimburse us for court or out-of-court costs incurred with a lawsuit according to section 771, German Code of Civil Procedure (ZPO), the purchaser shall be liable for any shortfall incurred.

4

The purchaser shall be entitled to resell the purchased goods in the proper course of business. However, he shall assign to us by now all claims in the amount of the final invoice sum (including VAT) of our receivable accrued from reselling to his customers or third parties, irrespective of whether the purchased goods have been resold without or after further processing. The purchaser shall remain entitled to collect the respective receivable even after the assignment to us. Our authorisation to collect the receivables ourselves shall remain unaffected. We undertake, however, not to collect the receivables as long as the purchaser fulfils his payment duties from the revenues collected, does not default on payment, and, in particular, does not file an application for the initiation of bankruptcy proceedings, conciliation proceedings, or insolvency proceedings, and there is no cessation of payment. Should this be the case, however, we are entitled to claim that the purchaser notifies us of the assigned receivables and their debtor, gives full particulars needed for collection, hands over all related documents, and informs the debtors (third parties) about the assignment.

5

The processing or restructuring of the purchased goods by the purchaser shall always be for us. If the purchased item is processed along with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) to the other processed items at the time of processing. Apart from that, the same provisions as for purchased goods delivered with reservation shall hold true for the new item resulting from the processing.

6

If the purchased goods are inseparably mixed with other items that do not belong to us, we shall acquire the co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the item of the purchaser must be regarded as the main item, it is understood that the purchaser shall assign pro-rata co-ownership to us. The purchaser shall hold the sole ownership or co-ownership created this way in safekeeping for us.

7

The purchaser shall also assign to us the receivables for securing our receivables against him that have emerged against a third party from the connection of the purchased goods with a property.

8

We undertake to release the collaterals due to us upon request of the purchaser insofar as the realisable value of our collaterals exceeds the receivables to be secured by more than 10%. Choosing the collaterals to be released shall be incumbent upon us.

§9

Place of Jurisdiction – Place of Fulfilment

1

The entire legal relationships between us and the purchaser, the contract partner, and his legal successor (also on the international level) are subject to German law. The respective provisions stipulated in the law for the international sale of goods shall not apply.

2

Place of fulfilment and place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship with us shall be Paderborn or, at our discretion, the place of business of our branch office.
WAP Fahrzeugtechnik GmbH

WAP Fahrzeugtechnik GmbH
Rudolf-Diesel-Str. 21-23
33178 Borchen
Germany

contact

Phone: +49 (0) 52 51 / 6 91 69 - 0
Fax: +49 (0) 52 51 / 6 91 69 - 11
E-mail: info@wap-fahrzeugtechnik.de