GTC

Click here for the Terms and Conditions (EU) and for the Terms and Conditions (UK)

1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00am - 5.00pm (Mon-Thu) 9.00am - 4.00pm (Fri).
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3. 
Contract: the contract between us and you for the sale and purchase of the Goods in accordance with these Conditions.
Delivery: has the meaning given in clause 4.3. 
Delivery Location: has the meaning given in clause 4.2. 
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) to be supplied under the Contract, as may be set out in the Order.
Order: your order for the Goods provided to or received by us via any particular medium (including by telephone, email, online or in person) and including as set out in your purchase order form or your written acceptance of our quotation, as the case may be.
Warranty Period: has the meaning given in clause 5.1. 
We, us, our: WEDI SYSTEMS (UK) LIMITED (registered in England and Wales with company number 03143186) (we, us and our)
You, your: the person or firm who purchases the Goods from us.

1.2 Interpretation
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.

2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence. Any Order which is received orally or over the telephone shall be confirmed in writing in such written acceptance. The Order shall form part of the Contract and each Order, when accepted, shall constitute a separate Contract.
2.4 In the event of any conflict between these Conditions and an Order, the terms of these Conditions shall prevail. 
2.5 You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of you that is inconsistent with these Conditions.
2.6 Any of the information, documents or materials referred to in clause 3, shall not form part of the Contract nor have any contractual force.
2.7 Any quotation for the Goods which we give shall not constitute an offer. A quotation shall only be valid for the period specified in the quotation.

3. Goods
Images, samples, drawings, descriptions or advertising of the Goods may be contained in our catalogues, brochures, or on our website. These are for illustrative purposes only and are produced for the sole purpose of giving you an approximate idea of the Goods referred to in them.

 

4. Delivery
4.1 We shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, your (if applicable) and our relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location (Delivery).
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If you fail to accept delivery of the Goods within 10 Business Days of us notifying you that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract in respect of the Goods:
4.6.1 Delivery shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which we notified you that the Goods were ready; and
4.6.2 we may store the Goods until actual delivery takes place, and charge you for all related costs and expenses (including insurance and any further shipping or delivery costs).
4.7 If 10 Business Days after the day on which we notified you that the Goods were ready for delivery you have not taken actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
4.8 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
 

5. Quality
5.1 We warrant that on delivery, and for a period of 60 days from the date of delivery (Warranty Period), the Goods shall:
5.1.1 conform in all material respects with their description;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.4, if:
5.2.1 you give us notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 we are given a reasonable opportunity of examining such Goods; and
5.2.3 you (if we ask you to do so) return such Goods to our place of business at your cost;
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 If the Goods are delivered in instalments under clause 4.8, any right of repair, replacement or refund under and in accordance with clause 5.2 applicable to a defect in one instalment shall apply to that instalment only and not to any other instalments.
5.4 We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.4.1 you make any further use of such Goods after giving notice in accordance with clause 5.2;
5.4.2 the defect arises because you failed to follow our instructions (whether oral or written) as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.4.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
5.4.4 you alter or repair such Goods without our written consent;
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.4.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.5 Except as provided in this clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods we supply.
 

6. Title and Risk
6.1 The risk in the Goods shall pass to you on Delivery.
6.2 Title to the Goods shall not pass to you until the earlier of:
6.2.1 we receive payment in full (in cash or cleared funds) for the Goods; and
6.2.2 you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to you, you shall:
6.3.1 store the Goods separately from all other goods you hold so that the Goods remain readily identifiable as our property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify us immediately if you become subject to any of the events listed in clauses 11.1.2 - 11.1.4 (inclusive); and
6.3.5 give us such information as we may reasonably require from time to time relating to:
6.3.5.1 the Goods; and
6.3.5.2 your ongoing financial position.
6.4 You may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
6.4.1 you do so as principal and not as our agent; and
6.4.2 title to the Goods shall pass from us to you immediately before the time at which you resell the Goods.
6.5 At any time before title to the Goods passes to you, we may:
6.5.1 by notice in writing, terminate your right under clause 6.4 to resell the Goods or use them in the ordinary course of your business; and
6.5.2 require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product, and if you fail to do so promptly, enter any of your premises or the premises of any third party where the Goods are stored in order to recover them.

7. Price and Payment
7.1 The price of the Goods shall be the price set out in the Order.
7.2 We may, by giving notice to you at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other supply or manufacturing costs);
7.2.2 any request by you to change the delivery date(s), quantities or types of Goods ordered; or
7.2.3 any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
7.3 The price of the Goods:
7.3.1 excludes amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.
7.4 We may invoice you for the Goods on or at any time after Delivery.
7.5 You shall pay each invoice we submit:
7.5.1 within the time period or by the due date stated on the invoice; or
7.5.2 if no time period or due date is stated, by the end of the calendar month immediately following the calendar month in which Delivery occurred; and
time for payment shall be of the essence of the Contract.
7.6 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 11, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, and we may recover our costs and expenses (including legal and debt collection fees and costs) in collecting any late payment. Interest under this clause 7.6 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

8. Cancellation and Refunds
8.1 Subject to clause 8.3, if you change your mind about any Order and wish to cancel the Contract, then you must let us know in writing as soon as possible and in any event no less than 5 Business Days prior to Delivery.
8.2 Subject to compliance with clause 8.1, and subject to clause 8.3, there shall be no charge for the Goods under clause 7, however we reserve the right to charge a cancellation fee of up to 30% of the Order total, at our discretion. If you wish to cancel but do not comply with clause 8.1, then we may charge for the Goods and any other sums payable under this Contract in full.
8.3 Cancellation of the Contract for an Order of bespoke Goods is not possible at any time once production of those Goods has commenced.
8.4 Any cancellation fee charged under clause 8.2 shall be due immediately and shall otherwise be subject to the provisions of clause 7 in the same way as any charge for Goods would be.
8.5 Subject to clause 5.2, all amounts payable to us under the Contract are non-refundable.
 

9. Your obligations
9.1 You shall (and, where, appropriate, you shall ensure that your employees, agents and other contractors shall):
9.1.1 ensure that the terms of the Order are complete and accurate;
9.1.2 provide a proper, adequate, safe, and suitable environment for Delivery with such assistance as is reasonably necessary in order to enable proper and timely Delivery;
9.1.3 inform us in writing as soon as reasonably possible prior to Delivery of any regulations in force at the Delivery Location and be present and available at the Delivery Location at the required times to enable proper and timely Delivery;
9.1.4 promptly provide to us such information and assistance that we reasonably require in connection with our obligations under the Contract (including Delivery); and
9.1.5 co-operate with us in all matters relating to the Contract.
9.2 You shall indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of this Clause 9. This indemnity shall apply whether or not you have been negligent or at fault.

10. LIMITATION OF LIABILITY
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:
10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.2.2 fraud or fraudulent misrepresentation;
10.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.2.4 defective products under the Consumer Protection Act 1987.
10.3 Subject to clause 10.2, our total liability to you for any claim (including warranty claims and losses relating to the breach of warranty) under the Contract shall be limited to the total amounts payable by you to us under the Contract.
10.4 Subject to clause 10.2, the following types of loss are wholly excluded:
10.4.1 loss of profits;
10.4.2 loss of sales or business;
10.4.3 loss of agreements or contracts;
10.4.4 loss of anticipated savings;
10.4.5 loss of use or corruption of software, data or information;
10.4.6 loss of or damage to goodwill; and
10.4.7 indirect or consequential loss.
10.5 This clause 10 shall survive termination of the Contract.
 

11. Termination
11.1 Without limiting our other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if:
11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
11.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
11.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
11.1.4 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.
11.2 Without limiting our other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason you shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
11.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
 

12. Force Majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

13. General
13.1 Assignment and other dealings.
13.1.1 We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the Contract.
13.1.2 You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
13.2 Entire agreement.
13.2.1 The Contract constitutes the entire agreement between the parties.
13.2.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver. 
13.4.1 Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.4.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.6 Notices.
13.6.1 Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and shall be:
13.6.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
13.6.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) Us: sales@wedi.co.uk and info@wedi.co.uk; 
(b) You: such email address as may be specified in the Order.
13.6.2 Any notice shall be deemed to have been received:
13.6.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.6.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
13.6.2.3 if sent by email, subject to not receiving confirmation of any message send failure, at the time of transmission, or if this time falls outside the hours of 9.00 am to 5.00 pm on any Business Day in the place of receipt, the following Business Day.
13.6.3 The provisions of this clause 13 shall not apply to the service of any proceedings or other documents in any legal action
13.7 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
13.8 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

I. Scope / General
1. The following General Terms and Conditions (“GTCs”) of wedi GmbH (“wedi”) apply exclusively to all our deliveries and services to contractors and legal entities under public law or special funds under public law (but not to consumers within the meaning of Sections 474 ff., 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB); “customers”). Any deviating, contrary or supplementary terms and conditions of the customer shall only become a contractual component insofar as we have expressly consented to their application. This requirement of consent applies in any case – including, for example, if the customer refers to its terms and conditions as part of its order and we do not expressly object. Our GTCs also apply to all future business relations insofar as they are not replaced by our subsequent regulations, to whose application we shall refer at least in writing. They are always applicable in addition to our offers and order confirmations, whose provisions shall take precedence in the event of contradictions, as well as upon conclusion of framework supply agreements. Any specific agreements concluded on an individual basis shall take precedence over our GTCs. With respect to the content of such agreements, a contract at least in writing or our confirmation at least in writing shall be decisive, subject to evidence to the contrary. Our GTCs do not apply to construction services.

2. In cases of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid upon contract conclusion.

3. Legally relevant declarations on the part of the customer – such as deadline specifications, notifications of defects, withdrawals, reductions, appeals, etc. – must be submitted at least in writing (e.g. letter, email, fax). Formal requirements under the law shall not be affected.

4. Insofar as our GTCs refer to the application of statutory regulations, this occurs only for clarification purposes. Therefore, the statutory provisions of the Federal Republic of Germany strictly apply even without such clarification, to the extent that they are not directly altered or expressly excluded in these GTCs.

II. Offer and contract conclusion
1. Our offers are non-binding and subject to change, unless we have expressly designated them as binding. This also applies if we have provided samples, prospectuses, drawings, technical documentation, product descriptions and other performance data to the customer, including in electronic form.

2. Amendments and modifications to the agreements concluded, including these GTCs, must be made in writing to be effective. In order to satisfy the requirement for the written form, transmission via telecommunications shall be sufficient, in particular via fax or email, insofar as a copy of the signed declaration is transmitted. Verbal commitments on our part prior to conclusion of this contract are not legally binding, and verbal agreements on the part of the contract parties shall be replaced by the written agreement, provided that they do not expressly stipulate their continued application. When the customer orders goods, this shall be deemed a binding offer to enter into contract. Unless otherwise stipulated in the order, we are permitted to accept this offer to enter into contract within 14 days of its receipt with us. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.

3. Business post printed from computers shall also be legally binding without a signature.

4. Our offers apply to deliveries to the country in which the customer is domiciled according to its information in its order (“export country”). The customer shall be responsible towards wedi for all disadvantages and liabilities incurred through the use of the good outside of the export country.

5. Depictions, samples, prospectuses, drawings and/or all other documents related to the offer do not constitute quality specifications. Characteristics, assurances or guarantees are not associated therewith, unless this has been agreed separately at least in writing.

6. We reserve rights of ownership, copyright and other protective rights to all depictions, samples, prospectuses, drawings and other documents. We guarantee the existence of our protective rights exclusively for the territory of the Federal Republic of Germany. The customer may only pass on our rights to third parties with our consent (at least in writing), irrespective of whether we have marked same as confidential, and must return them to us promptly upon request without a right of retention (cf. Section X. on the duty to secrecy). The above clauses apply accordingly to documents of the customer; however, these may be made accessible to those third parties whom we have permissibly assigned deliveries.

7. Use of our products in aircraft, motor vehicles and/or water-borne craft is not intended due to special registration and test procedures as well as the pertinent fire safety regulations, unless we have issued our advance, express written consent to such use in the individual case. Otherwise, warranty, compensation and any other resulting claims are excluded.

8. Unpaid information about processing and application options of wedi products (“goods”), unpaid technical recommendations or advice and other information from our employees (“application-related advice”) are provided according to the best of our knowledge, but are non-binding. In these cases, the customer waives (compensation) claims against us and releases us from third-party claims in connection with the unpaid service. All information from wedi or our employees shall not release our customers and their purchasers from their own inspections and tests related to the suitability of the goods for the intended use. The information provided in connection with application-related advice shall not establish a separate contractual legal/advisory relationship.

III. Prices and payment terms
1. Our prices are net prices (in euros) and apply ex works from Emsdetten (EXW Emsdetten, Incoterms® 2020), including normal transport packaging.

2. In the event that we ship the goods at the request of the customer, the customer shall assume the transport costs ex stock as well as the costs of any transport insurance requested by the customer.

3. Unless otherwise stipulated in our order confirmation, the prices are agreed to be those arising from the updated price list at the time of the order by the customer, in addition to any statutory VAT applicable at the time of the order. Insofar as the customer provides us with exact information regarding applicable foreign packaging, weighing and customs regulations in good time – no later than prior to order confirmation – in the case of deliveries abroad, we shall undertake to observe such information to the degree possible. Any additional costs thereby incurred shall be assumed by the customer.

4. If the delivery does not take place until four months after order confirmation, we reserve the right to increase prices, to the extent that a material change to the cost factors determining the contract – such as wages, packing materials, cargo and energy costs, raw materials and taxes – occurs. In this respect, the price increase shall be determined by the amount of the cost increase since contract conclusion, for which wedi shall provide evidence.

5. The customer shall assume customs duties, consular fees and taxes, duties and fees charged on the basis of regulations beyond the Federal Republic of Germany as well as associated costs. For deliveries, the stated price – including customs and other duties – shall be based on the rates applicable at the time of the offer. The actual costs shall be charged. The respectively applicable statutory VAT shall also be charged if such a tax is incurred.

6. We expressly object to any discounts or deductions from our invoice items, unless such discount or deduction is agreed in writing in our order confirmation.

7. The purchase price is due for payment in euros immediately upon receipt of the invoice and delivery of the goods at the agreed place of fulfilment, without any deduction, unless another payment term is stipulated in our order confirmation. In the context of an ongoing business relationship, we are permitted at any time to carry out delivery against prepayment if we declare a corresponding reservation no later than upon order confirmation.

8. Should the customer enter into arrears with a payment, we shall calculate interest in the amount of 9% above the base rate of the European Central Bank. We reserve the right to assert further damages caused by the delay.

9. Payment may only be made to one of our accounts listed on the invoice or to one of our persons holding an original power to collect payments.

10. In the event that a transfer of payments is not possible from the country from which the payment is due at the time of the payment becoming due, the customer shall still be required to deposit the equivalent value of the owed amount punctually and verifiably to a European bank in this country. In the event of a deterioration of the exchange rate of the amounts deposited in non-agreed currency, the customer undertakes to compensate by means of subsequent payment.

11. If it becomes evident to wedi following contract conclusion that the claim to the purchase price is endangered due to insufficient solvency on the part of the customer (e.g. an application to open insolvency proceedings is filed or due to a deteriorating credit check from a credit agency), we shall be permitted to refuse service and, after setting a deadline where applicable, withdraw from the contract in accordance with the statutory provisions. In the case of contracts on the production of custom items (including the individual production of series products), we may declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.

12. The customer shall be permitted delivery of the goods against prepayment up to the amount of the value of the delivery, alternatively against a corresponding security from a credit insurer or a European credit institute in the form of a directly enforceable, unlimited surety upon first request, with the waiver of the right of contestability, set-off and defence of failure to pursue remedies. Should the customer fail to comply with the prepayment or security request, we shall have a permanent right of retention or alternatively following unsuccessful warning a right of withdrawal. Furthermore, we shall be permitted to demand compensation.

13. The customer shall only have rights of set-off and retention to the extent that its claim has been legally determined and is undisputed. In case of defects in delivery, the counterclaims of the customer in particular under Section VII. remain unaffected.

IV. Reservation of ownership, security rights
1. We retain ownership of the sold goods until complete payment of all our current and future claims arising from the purchase agreement and an ongoing business relationship (secured claim).

2. The customer is permitted to resell the goods in the ordinary course of business; however, the customer hereby assigns us all claims in the amount of the final invoice amount (including VAT), which accrue to the customer from resale to its purchasers or third parties, irrespective of whether the goods are resold without or following processing. We hereby accept this assignment. The customer shall also be authorised to collect this claim after the assignment. Our authorisation to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim so long as the customer meets its payment obligations from the collected proceeds, does not enter payment arrears and in particular no application to open insolvency proceedings is filed and no suspension of payments occurs. Should such circumstances occur, we may demand that the customer informs us of the assigned claims and the debtors, provides us with all information required for collection, hands over the associated documents and notifies the debtors (third parties) about the assignment. Moreover, in this case we are permitted to revoke the authorisation of the customer to resell and process the goods under reservation of ownership.

3. In case of breach of contract by the customer, in particular payment arrears, we are permitted to withdraw from the contract according to the statutory provisions and/or demand the return of the goods on the basis of the reservation of ownership. The demand to return these goods does not also constitute a declaration of withdrawal, unless we have expressly declared such in writing. If the customer does not pay the due purchase price, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or the setting of such a deadline is dispensable according to the statutory provisions. Our seizure of the goods shall always constitute a withdrawal from the contract. We are authorised to realise the goods after their retrieval. The realisation proceeds shall be offset against the liabilities of the customer minus any appropriate realisation costs.

4. The processing or transformation of the goods by the customer is always carried out on our behalf; in this respect, we are deemed to be the manufacturer. The expectant right of the customer to the goods shall continue for the processed goods. If the purchase item is processed together with other objects that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods to the other processed objects at the time of processing. In other respects, the same applies to the item developed through processing as to the purchase item delivered under reservation. The customer shall keep safe the resulting co-ownership for us free of charge.

5. If the goods are inseparably mixed with other objects that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods to the other mixed objects at the time of mixing. Should mixing occur in a manner such that the item of the customer is considered the main item, it is agreed that the customer assigns us co-ownership on a proportionate basis. The customer shall keep safe the resulting sole or co-ownership for us.

6. If the reserved goods are integrated by the customer as an essential component into the property/building and/or essential building components of a third party, the customer hereby assigns us with first priority the claims incurred against the third party or the party concerned for remuneration in the amount of the value of the reserved goods with all ancillary rights, including such a right for the granting of a security mortgage; we hereby accept this assignment. If the reserved goods are integrated by the customer as an essential component into their property, the customer hereby assigns us the claims arising from the commercial sale of the property or from land rights in the amount of the invoice value of the reserved goods with all ancillary rights; we hereby expressly accept this assignment.

7. In case of the suspension of payments and/or the application to open insolvency proceedings, the right to resell, process, combine or mix the reserved goods or the authorisation to collect assigned claims shall expire. This does not apply to the rights of the insolvency administrator.

8. If the reservation of ownership is ineffective in the above form according to the law of the destination country, the customer shall cooperate in the establishment of a security right for wedi that corresponds with the regulations of its country.

9. The customer undertakes to treat the goods with care; in particular, the customer undertakes to insure the goods sufficiently against fire, water and theft damages at replacement value at its own cost. Insofar as maintenance and inspection work is necessary, the customer must perform such work in good time at its own cost.

10. The goods under reservation of ownership may neither be pledged to third parties nor transferred by way of security until complete payment of the secured claim. In case of seizures or other third-party interventions, the customer must promptly notify us so that we may bring an action according to Section 771 of the Code of Civil Procedure (Zivilprozessordnung, ZPO). Insofar as the customer does not comply with this obligation, the customer shall be liable for the damage incurred.

11. Should the value of the granted security exceed the claims by more than 10%, we shall be obliged to return or release the excess amount at our discretion at the request of the customer.

V. Delivery date, delay
1. Agreed delivery periods commence on the day of order confirmation or contract conclusion, yet not prior to complete provision of all documents, approvals, technical drawings, etc. required on the part of the customer. They are non-binding to the extent that a delivery period was not expressly assured. Under no circumstances shall agreed delivery periods be qualified as a fixed-period commercial transaction, unless this is expressly agreed on an individual basis at least in writing by way of consistent declarations.

2. Compliance with any delivery period requires fulfilment of the contractual duties on the part of the customer, in particular the punctual receipt of the documents, necessary permits and approvals to be supplied by the customer, in particular plans, as well as compliance with the agreed payment conditions. Any subsequent requests for changes or additions on the part of the customer and non-fulfilment of the aforementioned duties of cooperation shall result in an appropriate extension to the delivery period. The right to object to an unfulfilled contract remains reserved.

3. Insofar as we are unable to comply with delivery periods for reasons for which we are not responsible (non-availability of performance), we shall endeavour to inform the customer accordingly without delay and disclose the expected new delivery period. If the delivery is also unavailable within the new delivery period, we shall be permitted to withdraw completely or partially from the contract; we shall promptly refund any consideration already settled by the customer. A case of non-availability of performance to this effect includes non-punctual self-delivery (in particular in relation to raw materials) by our suppliers.

4. We shall not be liable for the impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of contract conclusion (e.g. operating disruptions of any kind, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortages in labour, energy or raw materials, difficulties in procuring necessary official permits, pandemics or epidemics, official measures or non-delivery or incorrect or unpunctual delivery by suppliers despite a congruent covering transaction concluded by wedi), for which we are not responsible. Where such events make it significantly more difficult or impossible to carry out delivery and the impairment is not merely temporary, we shall be permitted to withdraw from the contract. In case of temporary impairments, the delivery periods shall be extended or the delivery deadlines postponed by the period of the impairment plus a reasonable start-up period. Insofar as acceptance of delivery is unreasonable for the customer as a result of the delay, the customer may withdraw from the contract by submitting a prompt written declaration to us.

5. The occurrence of default on delivery on our part shall be determined according to the statutory provisions. In any case, a written warning by the customer is required. Should we enter default on delivery, the customer may request lump-sum compensation of its default damage. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each full calendar week of the default, yet no higher than 5% of the delivery value of the delayed goods in total. We reserve the right to demonstrate that the customer did not incur any damages or only incurred a significantly lower damage than the above lump sum.

6. Both compensation claims on the part of the customer due to a delay in delivery as well as compensation claims instead of performance, which go beyond the limits stated in the previous section, are excluded in all cases of delayed delivery, including after expiry of a delivery deadline set for us. This does not apply insofar as mandatory liability exists in cases of intent, gross negligence or due to injury to life, limb or health. The customer may withdraw from the contract in accordance with the statutory provisions, insofar as we are responsible for the delay in delivery. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions.

7. The customer undertakes to declare within a reasonable period at our request whether it withdraws from the contract due to the delay in delivery or insists on delivery.

8. We are permitted to make partial deliveries at any time, without this requiring a new offer on our part. In the event of the non-deliverability of the remaining part, the customer shall be permitted to withdraw from the contract without compensation. We shall assume additional costs as a result of partial deliveries. The customer is only obligated to settle the full purchase price once we have completely fulfilled the contract.

9. Should the customer enter default on acceptance, we shall be permitted to demand compensation of the damage incurred and any additional expenses. The same applies if the customer culpably violates duties of cooperation. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods shall be transferred to the customer at the time of default on acceptance or the breach of duties of cooperation.

10. Should the customer enter default on acceptance, fail to perform an act of cooperation or should our delivery be delayed for other reasons for which the customer is responsible, we shall be permitted to demand compensation for the damage thereby incurred including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump-sum compensation in the amount of 0.5% per calendar week, beginning upon expiry of the delivery period or – in the absence of a delivery period – upon notification of the readiness for dispatch of the goods, yet no more than 10% of the total order value.

Our right to demonstrate a higher damage as well as our statutory claims (in particular, reimbursement of additional expenses and reasonable compensation) remain unaffected; the lump sum shall be offset against further claims for payment. The customer shall have the right to demonstrate that we incurred no damage at all or only a significantly lower damage than the above lump sum.

VI. Delivery conditions, transfer of risk
1. Incoterms® 2020 apply – in this case, generally EXW in the absence of a deviating agreement at least in writing. The place of fulfilment is our factory in Emsdetten, regardless of whether the customer collects the goods or the goods are shipped at the request of the customer. At the request and cost of the customer, the goods shall be shipped to another destination (consignment purchase). Unless otherwise agreed, we are permitted to determine the type of consignment (in particular, transport company, consignment route and packaging) ourselves. We shall insure the deliveries against normal transport risks only at the express request and cost of the customer. 

2. The risk of accidental loss and accidental deterioration of the goods shall be transferred to the customer no later than upon handover. In the case of a consignment purchase, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already be transferred upon provision of the goods to the carrier, freight forwarder or other person or entity commissioned with executing shipping.  Handover shall still be deemed to have taken place if the customer defaults on acceptance.

3. Delivered items must be taken by the customer even if they exhibit insignificant defects.

VII. Guarantee, notice of defects
1. The statutory provisions – unless otherwise stipulated as follows – apply to the rights of the customer in case of material and legal defects (including incorrect and insufficient delivery as well as improper assembly/installation or defective instructions).

2. We are strictly not liable for defects of which the customer was aware upon contract conclusion or should have been aware in the absence of gross negligence (Section 442 BGB). Furthermore, the defect claims of the customer require that the customer has complied with its statutory duties of inspection and notification (Sections 337 and 381 BGB). In the case of construction materials and other goods intended for integration or further processing, an inspection must take place directly prior to processing. If a defect becomes evident upon delivery, inspection or at any later time, we must be promptly notified in writing. In any case, obvious defects must be reported in writing within ten calendar days of delivery, and defects not detectable during inspection within the same period following discovery. Should the customer fail to carry out proper inspection and/or notification of defects, our liability shall be excluded in accordance with the statutory provisions. In the case of goods intended for integration, attachment or installation, this shall also apply if the defect only became evident following corresponding processing due to a breach of one of these duties; in this case, no claims on the part of the customer shall exist in particular for the reimbursement of corresponding costs (“disassembly and assembly costs”).

3. The customer undertakes to check and confirm the condition of the goods upon collection or agreed delivery either themselves or via an authorised third party. An insufficient delivery shall not constitute a defect, nor shall incorrect delivery; in these cases, we shall be permitted to perform subsequent delivery upon request.

4. Defect claims shall not exist in cases of a merely insignificant deviation from the agreed quality, a merely insignificant impairment of usability, natural wear or damages incurred following the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating equipment, unsuitable and improper use, incorrect assembly or commissioning by the customer or a third party, defective construction work, unsuitable ground, chemical, electronic or electrical interferences – insofar as we are not responsible for these – or such errors that arise on the basis of special influences, which are not provided for under the contract. In the event that alterations or maintenance work are improperly carried out by the customer or third parties, no defect claims shall likewise exist for these and the resulting consequences. Complaints in relation to the quantity and packaging of the goods are likewise excluded, unless the necessary annotation is stated on the delivery note, consignment document or confirmation of receipt.

5. If the goods are defective, wedi shall ensure rectification or replacement delivery at its discretion. The place of fulfilment for subsequent fulfilment is our factory in Emsdetten. Should the necessary expenses for the purpose of subsequent fulfilment increase as a result of the goods having been brought to a place other than the place of fulfilment, these additional expenses shall be assumed by the customer. In the event that the form of subsequent fulfilment we choose is unreasonable for the customer in the individual case, the customer may refuse it. Our right to refuse subsequent fulfilment under the conditions provided for by law remains unaffected. Following the second unsuccessful attempt at subsequent fulfilment, the customer shall be entitled to reduce the price or, if the defect is significant, withdraw from the contract.

6. We are permitted to make the due subsequent fulfilment dependent on the customer paying the due purchase price. However, the customer is permitted to retain a portion of the purchase price commensurate with the defect.

7. The customer shall give us the time and opportunity necessary for the due subsequent fulfilment and in particular hand over the goods subject to the complaint for inspection purposes. In the event of replacement delivery, the customer shall return the defective goods to us upon our request according to the statutory provisions; however, the customer shall not have a right to return same. Subsequent fulfilment encompasses neither the disassembly, removal or deinstallation of the defective goods nor the assembly, attachment or installation of defect-free goods if we were not originally obligated to perform these services; claims on the part of the customer to the reimbursement of disassembly and assembly costs remain unaffected.

8. We shall bear or reimburse the expenses required for the purpose of inspection and subsequent fulfilment, in particular transport, carriage, labour and material costs as well as disassembly and assembly costs, in accordance with the statutory regulation and these GTCs, if a defect actually exists. Otherwise, we may demand reimbursement from the customer for the costs incurred as a result of the unjustified request for defect elimination, if the customer knew or should have known that no defect actually existed.

9. In urgent cases, such as endangerment of operational safety or to avert disproportionate damages, the customer shall have the right to eliminate the defect itself and to demand reimbursement from us for the expenses objectively required to this end. We must be promptly notified of such self-performance of defect elimination, if possible, in advance. The right to the self-performance of defect elimination shall not exist if we would have been permitted to refuse corresponding subsequent fulfilment in accordance with the statutory provisions.

10. If a reasonable deadline set by the customer for subsequent fulfilment expires unsuccessfully or is dispensable according to statutory provisions, the customer may withdraw from the purchase agreement or reduce the purchase price in accordance with the statutory provisions. However, no right of withdrawal shall exist in the event of an insignificant defect.

11. Claims of the customer to the reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain constitutes a consumer good purchase (Sections 478 and 474 BGB). Claims of the customer to compensation or the reimbursement of futile expenses (Section 284 BGB) shall only exist according to the following Section IX. even in the event of defects in the goods.

12. In deviation from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects amounts to one year from the transfer of risk. If the goods are items that have been used for a building in accordance with their typical use and have caused the defectiveness of the building (building material), the limitation period according to the statutory regulation amounts to five years from the transfer of risk (Section 438 (1) No. 2 BGB). Further special legal provisions on limitation (in particular Section 438 (1) No. 1, (3), Section 444 and Section 445b BGB) also remain unaffected. 

VIII. Protective rights and copyrights; legal defects
1. Unless otherwise agreed, we are obliged to perform the delivery only in the country of the place of fulfilment free from commercial protective rights and copyrights of third parties (“protective rights”).

2. wedi and the customer shall promptly inform each other in writing if claims are asserted based on the breach of such rights.

3. In the event that the goods breach a commercial protective right or copyright of a third party, we shall alter or exchange the goods at our discretion and at our cost such that third-party rights are no longer breached, yet the goods continue to fulfil the contractually agreed functions, or procure the right of use for the customer by way of concluding a licence agreement with the third party. If we are unable to do so within a reasonable period, the customer shall be permitted to withdraw from the contract or reduce the purchase price appropriately. Any compensation claims on the part of the customer are subject to the limitations of Section IX. of these GTCs.

4. Claims on the part of the customer are excluded insofar as the customer is responsible for the breach of the protective right.

5. Claims on the part of the customer are also excluded insofar as the breach of the protective right is caused by special specifications of the customer, an application that was unforeseeable for us or as a result of the customer modifying the goods or using them together with products not supplied by us.

6. In the event that the goods must be produced or otherwise processed by us and the customer has submitted a specification to this end, the customer shall release us from any loss, damage, costs or financial disadvantages that we suffer because the contractual processing or transformation of the goods based on the specification of the customer is determined to be a breach of a patent, copyright, trademark or other protective right of a third party.

7. In case of such legal defects, the provisions of Section VII. apply accordingly.

8. Any further claims of the customer or claims other than those regulated in this Section VIII. against us and our vicarious agents due to a legal defect are excluded.

IX. Other liability
1. Compensation and reimbursement claims on the part of the customer (“compensation claims”), regardless of the legal grounds, in particular due to a breach of duties arising from the contractual obligation and tortious liability, are excluded – insofar as this depends on fault – in accordance with this Section IX., except for claims due to default for which the supplier is liable according to Section V.

2. The liability exclusion according to the above Section IX.1 does not apply in the case of mandatory liability, such as according to the Product Liability Act (Produkthaftungsgesetz), in cases of intent, gross negligence, due to injury to life, limb or health, or due to a breach of essential contractual duties (duties whose fulfilment makes proper execution of the contract possible in the first place and on whose compliance the contract partner may ordinarily rely). However, a claim to compensation for the breach of essential contractual duties is limited to the contractually typical, foreseeable damage, insofar as intent or gross negligence is not determined or liability due to injury to life, limb or health does not apply. A change in the burden of proof to the disadvantage of the customer is not associated with the above provisions.

3. The liability limitations resulting from the above Sections IX.1 and IX.2 also apply in the event of a breach of duty by persons whose fault is our responsibility in accordance with statutory provisions, such as representatives and vicarious agents. They do not apply insofar as we concealed a defect in bad faith or assumed a guarantee for the quality of the goods. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

4. The customer may only withdraw or terminate due to a breach of duty that does not lie in a defect, if we are responsible for the breach of duty. A free right of termination on the part of the customer (in particular according to Sections 650 and 648 BGB) is excluded.

5. The objection of contributory negligence according to Section 254 BGB remains unaffected.

6. The limitation periods determined in Section VII. shall also apply to contractual and extracontractual compensation claims of the customer, which are based on a defect of the goods, unless the application of the regular statutory limitation (Sections 195 and 199 BGB) would result in a shorter limitation period in the individual case. However, compensation claims on the part of the customer due to injury to life, limb or health, in cases of intent or gross negligence or according to the Product Liability Act shall lapse exclusively according to the statutory limitation periods.

X. Secrecy and data protection
1. The customer shall treat contract conclusion confidentially and may only refer to the commercial relationship with us in promotional materials following our written consent. The customer undertakes to treat as business secrets all non-public commercial or technical details of which it becomes aware in connection with the business relationship and to impose such duty on its employees accordingly.

2. The duty to secrecy shall continue to apply after termination of the contract for a period of three calendar years.

3. We shall treat any personal data of the customer in accordance with the data protection legislation applicable in Germany, in particular the General Data Protection Regulation (GDPR).

XI. Reservation of fulfilment, embargo clause, force majeure
1. Our fulfilment of the contract is subject to the reservation that fulfilment is not contradicted by any obstacles due to national or international provisions of foreign trade law or embargoes and/or other sanctions. In particular, the customer undertakes to refrain from all transactions (a) with persons, organisations or institutions found on a sanctions list according to EC provisions or US export regulations, (b) with embargo states that are prohibited, (c) for which the necessary permit is not available or has lapsed or (d) in connection with atomic, biological or chemical weapons or possible military theft.

2. In particular, the customer undertakes to promptly inform us in writing, without solicitation, insofar as the customer intends to deliver products or services purchased from us to regions or to use same in such regions, which are subject to such provisions. The customer shall release us from all legal consequences that occur as a result of a breach of such provisions and shall pay compensation to the extent that a damage causally arises for us.

XII. Final provisions
1. The place of fulfilment for all obligations arising from this contractual relationship is our registered address in Emsdetten, unless otherwise stipulated in the order confirmation.

2. Insofar as the customer is a merchant within the meaning of the Commercial Code (Handelsgesetzbuch), legal entity under public law or a special fund under public law, the exclusive international jurisdiction is our registered address for all disputes arising from or in connection with the contract. The same applies accordingly if the customer is a contractor within the meaning of Section 14 BGB. However, we shall also be permitted in all cases to file suit against the customer at their general jurisdiction. Prevailing statutory provisions, in particular on exclusive competencies, remain unaffected.

3. The law of the Federal Republic of Germany, with the exclusion of the UN Convention on the International Sale of Goods (dated 11 April 1980, Federal Gazette 1989 II. p. 588), applies to these GTCs and the entire legal relationship between the customer and us.

4. Insofar as the contract or these GTCs contain omissions, these omissions shall be filled with those legally effective provisions that the contract partners would have agreed according to the economic objectives of the contract and the purpose of these GTCs, had they known about the omissions.

5. The customer shall not give any gifts to our employees or the management, including gratuities, allowances, travel, cash, samples, tickets for entertainment, etc.

6. We may correct any type errors, arithmetic errors and similar obvious inaccuracies at any time after their discovery, without us accepting any responsibility for damages resulting from such errors.

7. Should individual parts of these GTCs be invalid, this shall not affect the validity of the remaining provisions.

Emsdetten, October 2023