Terms of Sale and Delivery (status 11/2014-1)

The following General Terms and Conditions, in addition German law shall apply to offers, deliveries and services of the company wodtke GmbH. These Terms and Conditions shall also apply to all future business relationships, also without an explicit agreement once again. Deviations as well as the validity of General Business Terms of the customer require the explicit written confirmation by wodtke. 

§ 1 Offers, placement of order 

1. Offers of wodtke are principally also without obligation and nonbinding with regard to the price details. Therefore, orders of the customer require the written confirmation of wodtke in order to be legally valid. The buyer is bound to his order for 4 weeks. 

2. Changes and supplementations to a confirmed order as well as other collateral agreements shall also require a written form. 

§ 2 Prices, terms of payment 

1. All prices are deemed subject to an explicitly deviating agreement ex warehouse Tübingen without packaging, freight, customs and insurance as well as plus value added tax. 

2. If there are more than 6 months between the conclusion of the contract and the delivery without wodtke being in default of delivery then wodtke is entitled to apply the list prices applicable at the time of delivery. 

3. Invoices of wodtke are due and payable within 30 days net without deduction of cash discount. 

4. Insofar as direct debiting was granted to wodtke wodtke shall collect the remuneration within 5 workdays after the invoice date. The notification in case of direct debits (Pre-Notification) shall be carried out 5 workdays before the collection. In case of follow-up direct debits the Pre-Notification and collection will be carried out within 2 workdays. 

5. The offsetting against disputed counter-claims of the buyer, which have not been declared final and binding, is excluded. 

§ 3 Delivery deadlines, partial deliveries 

1. wodtke shall make an effort to adhere to stated delivery dates. Nevertheless, the stating of a delivery deadline is principally nonbinding. The exceeding of such a delivery date will only trigger off the statutory consequences of default if the buyer has unsuccessfully and previously set wodtke an at least 6-week final deadline in writing. 

2. wodtke is entitled to partial deliveries subject to an explicitly deviating agreement. 

§ 4 Passing of risk, warranty 

1. The risk shall pass to the buyer as soon as the shipment has been handed over to the transport company or has left the plant of wodtke. 

2. The goods are to be checked directly upon delivery for recognisable damages and / or shortfalls in quantities. Complaints of all kinds are to be confirmed by the delivering freight forwarder in writing and reported to wodtke immediately. Damages in transit, which are only recognisable after the unpacking are to be reported to wodtke in writing by no later than 7 days after delivery. Delayed complaints cannot be taken into consideration due to insurance-related reasons. 

3. wodtke shall assume warranty for the lack of defects of its products for the period of 1 year from delivery, with delivery to end consumers for the duration of 2 years. Changes to the construction and execution, which do not impair the functionality of the products, shall remain reserved and do not substantiate any reports of defects of the buyer. The normal wear and tear by use shall not trigger off any warranty claims either. 

4. The sale of exhibition items or other used goods shall be carried out to commercial buyers under the exclusion of all warranty. If such goods are sold to end consumers wodtke shall assume warranty for the duration of one year from delivery. 

5. In the event of warranty defects subsequent improvements will be carried out free of charge or a replacement delivered at the choice of wodtke (subsequent fulfilment). If the buyer is an end buyer the option the right of choice shall lie with the customer unless the replacement delivery or the remedy of defects would not have been deemed reasonable for wodtke. If the remedy of the defects remains unsuccessful or if the replacement delivery is impossible the buyer can cancel the contract or reduce the price. 

6. If it is determined that complaints were unjustified or were due to operating faults the orderer undertakes to reimburse the costs incurred by the examination. 

7. Claims for damages of the buyer from product liability, which go beyond these rights, or owing to breaches of duty of wodtke or its vicarious agents are excluded in the event of a merely negligent breach of duty, insofar as permitted by law, at least limited to the foreseeable damages, which are typical for the contract. Claims owing to physical injuries shall remain reserved to an unlimited extent under the aspect of the product liability. The liability for asset damages and consequential damages due to defects is explicitly excluded insofar as this exclusion is not opposed by a liability that is obligatory by law. 

§ 5 Warranty and product liability in case of exports 

1. wodtke shall assume warranty for the compliance of its products with the German building and safety regulations. For the compliance with foreign regulations a guarantee beyond this will only be taken over in case of an explicit, written agreement in an individual case. The products of wodtke are not determined for export to third countries by the buyer. 

2. Possible claims for recourse of the end buyers in third states outside of the EU against wodtke shall be exclusively determined under the exclusion of the application of the law of third states according to German substantive law and the EU regulations applicable here. 

3. If a claim is asserted against wodtke for damages by a third party according to the law of a third country to the compensation of which it would not be obliged towards the direct contractual partner according to local law then wodtke is entitled to indemnify itself at its contractual partner if it exported wodtke-products to third countries without an explicit agreement of extended liability. 

§ 6 Reservation of title 

1. In order to fulfil all claims, to which wodtke is entitled against the buyer, no matter from which legal grounds, now or in future, wodtke shall reserve the ownership to the delivered goods. If the value of this reserved ownership and other collateral granted to the company exceed 120% of the outstanding receivables, wodtke undertakes, at the buyer`s request, to release collateral in the scope of the excessive value. 

2. The buyer undertakes to refer to the ownership of wodtke in case of accesses of third parties to the reserved goods, in particular in case of enforcement measures, and to inform it immediately. 

3. The buyer is entitled to process and resell the reserved goods within the framework of the proper business transactions as long as it is not in default with its payment obligations towards wodtke. The buyer hereby now already assigns the claims incurred from the resale of reserved goods to wodtke as a precautionary measure. wodtke shall however revocably authorize the buyer to collect the assigned claims in its own name for the account of wodtke. 

4. In case of substantial breaches of duty by the buyer, in particular with default of payment, wodtke is entitled to withdraw its reservation of ownership after issuing a threat with a reasonable extended deadline against a credit of the current value. 

5. Pledges or assignments of collateral of reserved goods of wodtke are not permitted. 

§ 7 Final provisions, place of jurisdiction 

1. Should individual of these provisions be or become invalid this shall have no effect on the validity of the other regulations. 

2. If the buyer is a merchant or if he has no general place of jurisdiction in the domestic country then Tübingen shall be deemed the exclusive place of jurisdiction.