General Terms and Conditions of Sale

§ 1 User

The user of these General Terms and Conditions of Sale is:
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Identity of the seller
Watez GmbH
Zur Werther Brücke 4
42275 Wuppertal
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Represented by the managing director:
Raphael Katana
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Contact:
info@watez.eu

§ 2 Scope of Application

These General Terms and Conditions of Sale (GTCS) shall apply to all business relationships between Watez GmbH and its customers (“Buyer”). They apply exclusively to Buyers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law pursuant to Section 310 (1) BGB.

1. Exclusive validity of the GTCS Our General Terms and Conditions of Sale shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity. This consent is also required if the Buyer refers to his own General Terms and Conditions when placing the order and we do not expressly object to them.

2. Scope of application The General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). This applies irrespective of whether the goods are manufactured by us or procured from third parties (§§433, 650 BGB). Unless otherwise agreed, the GTCS shall apply in the version valid at the time of the Buyer's order or in the version last communicated intext form as a frame-work agreement for similar future contracts, without the need to refer to these terms and conditions again. We recommend that the General Terms and Conditions of Sale be attached to every order confirmation.

3. Individual agreements In the event of individual agreements made with the Buyer (including collateral agreements, supplements and amendments), these shall take precedence over the General Terms and Conditions of Sale. Subject to proof to the contrary, the content of such agreements shall be governed by the written contract or our written confirmation.

4. Legally relevant declarations Legally relevant declarations and notifications by the Buyer in connection with the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Further statutory formal requirements and obligations to provide evidence (in particular in cases of doubt regarding the legitimacy of the declaring party) remain unaffected.

5. Statutory provisions References to the validity of statutory provisions are for clarification purpose sonly. The statutory provisions shall apply, even if no explicit clarification is made, insofar as they are not amended or excluded by these General Terms and Conditions of Sale. We store personal data that is processed as part of an agreement for the duration of the contract. After termination of the agreement, we delete the data unless legal obligations or exceptions require longer storage:

§ 3 Offer and Contract Conclusion

1. Non-binding Offers The offers provided by Watez GmbH on our website or in other forms of communi-cation are non-binding and subject to change. This applies even if catalogs, technical documentation (such as drawings, plans, calculations, cost estimates, references to DIN standards), and other product descriptions or documents, including electronic forms, are provided to the customer. All documents provided in this context are subject to our ownership and copyright. These documents may not be passed on to third parties without our explicit written consent.

2. Contract Offer The customer’s order for goods constitutes a non-binding offer to conclude a contract in accordance with Section 145 of the German Civil Code (BGB). Unless otherwise stated in the order, we reserve the right to accept this offer within two weeks after receiving it.

3. Conclusion of Contract The acceptance of the contract offer takes place either in writing, for example through an order confirmation, or by the delivery of the goods to the customer. If we do not accept the customer’s offer within the period mentioned in paragraph 2, any documents transmitted to us must be returned immediately.

§ 4 Prices and Payment Terms

1. Prices and Adjustments Unless expressly agreed otherwise, the prices valid at the time of the contract conclusion apply, ex warehouse, plus the applicable statutory VAT. Packaging costs will be charged separately. If no fixed price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in labor, material, and distribution costs, provided that delivery takes place three months or later after the conclusion of the contract.

2. Transport Costs In the case of a sale by shipment, the buyer bears the transport costs from the warehouse, as well as the costs for any desired transport insurance. If we do not charge the actual transport costs, we instead impose a flat transport fee of ... Euros (excluding transport insurance). Any customs duties, fees, taxes, and other public charges are the responsibility of the buyer.

3. Payment Methods The purchase price must be transferred exclusively to the account specified in the contract. A discount for early payment is only allowed if agreed separately in writing.

4. Due Date and Prepayment Unless otherwise agreed, the purchase price is to be paid within 14 days after invoicing and delivery or acceptance of the goods. We reserve the right to make deliveries – even within an ongoing business relationship – wholly or partially only against prepayment. Such a reservation will be communicated at the latest with the order confirmation.

5. Delay and Default Interest The buyer is in default if the specified payment period expires. During the default, the outstanding amount will accrue interest at the statutory default interest rate under Section 288(2) BGB, which is nine percentage points above the base rate. The assertion of further default damages remains reserved. In dealings with merchants, our claim to the commercial due date interest under Section 353 of the German Commercial Code (HGB) remains unaffected.

5. Risk to Payment Capability If it becomes apparent after the contract has been concluded that our payment claim is at risk due to the buyer’s insufficient ability to perform (e.g., due to an application for insolvency proceedings), we are entitled to refuse delivery and withdraw from the contract after setting a deadline (Section 321 BGB). For custom-made products (individual productions), we may withdraw from the contract immediately.

§ 5 Retention Rights and Offset

The buyer may only assert a right of retention or offset if their counterclaim has been legally established or is undisputed, and if it arises from the same contractual relationship. This does not affect the rights of the buyer in the event of defects pursuant to Section 8(6) sentence 2 of these General Terms and Conditions of Sale.

§ 6 Delivery Deadlines and Delivery Delay

1. Delivery Times The delivery time is individually agreed upon or communicated by us when the order is accepted.

2. Delivery Delays If a delivery cannot be made on time due to reasons outside our control, we will inform the buyer immediately and provide a new estimated delivery time. If the performance cannot be completed even within the new deadline, we are entitled to withdraw from the contract. Any payments already made by the buyer will be refunded immediately in this case. Non-availability of the service occurs, for example, in the case of delivery delays from our suppliers, disruptions in the supply chain (e.g., force majeure), or other cases where we are not obligated to procure the goods.

3. Delay Regulations A delivery delay on our part only occurs if the legal requirements are met and the buyer has previously sent us a reminder. In the event of a delivery delay, the buyer may request a flat-rate compensation. This amounts to 0.5% of the net value of the delayed goods per full calendar week, but no more than 5% of the delivery value. We reserve the right to prove that the buyer has not suffered any or a lesser damage.

4. Statutory Rights The buyer’s statutory rights pursuant to Section 10 of these General Terms and Conditions of Sale, as well as our statutory claims, particularly in the event of the exclusion of the performance obligation (e.g., due to impossibility or unreasonable delivery), remain unaffected.

§ 7 Delivery, Transfer of Risk, Acceptance, and Default of
Acceptance

1. Delivery Times Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent performance. If the buyer requests the goods to be shipped to a different destination (sale by shipment), they will bear the shipping costs. If no specific agreements have been made, we reserve the right to determine the method of shipment (packaging, shipping route, carrier)
ourselves.

2. Transfer of Risk The risk of accidental loss or deterioration of the goods passes to the buyer upon delivery of the goods to the buyer. In the case of a sale by shipment, this transfer of risk occurs as soon as the goods are handed over to the carrier or freight forwarder. If acceptance of the goods has been agreed upon, this acceptance is decisive for the transfer of risk. If the buyer is in default of acceptance, the goods are considered delivered.

3. Default of Acceptance and Compensation If the buyer is in default of acceptance or the delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damage, including any additional expenses (e.g., storage costs). In this case, we will charge the buyer a flat compensation fee of ... Euros per calendar day, starting from the expiration of the delivery period or the notification of readiness for shipment. Further statutory claims and the proof of higher damage remain reserved.

4. Proof of Damage The proof of higher damage and our statutory claims (especially reimbursement of additional expenses, reasonable compensation, termination) remain unaffected. However, the flat-rate compensation will be offset against any further monetary claims. The buyer may prove that no damage or less damage has occurred.

§ 8 Retention of Title

1. Retention of Title We retain ownership of the delivered goods until full payment of all present and future claims arising from the purchase agreement and the ongoing business relationship.

2. Restrictions on Disposal Until full payment of the secured claims, the goods subject to retention of title may not be pledged to third parties or transferred as security. The buyer must immediately notify us in writing if third parties attempt to access the goods subject to retention of title (e.g., through attachment) or if an application for the initiation of insolvency proceedings is filed. If the third party is unable to reimburse the court and out-of-court costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO), the buyer is liable for the resulting loss.

3. Breach of Contract In the event of a breach of contract by the buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract and demand the return of the goods based on the retention of title.

4. Proof of Damage The proof of higher damage and our statutory claims (especially reimbursement of additional expenses, reasonable compensation, termination) remain unaffected. However, the flat-rate compensation will be offset against any further monetary claims. The buyer may prove that no damage or less damage has occurred.The assertion of this claim for return does not automatically mean withdrawal from the contract unless we explicitly declare it. Before asserting our rights, we will set a reasonable deadline for payment, unless such a deadline is legally not required.

4. Resale and Processing The buyer is entitled, until further notice, to resell or process the goods subject to retention of title in the ordinary course of business. In such cases, the following provisions apply:

    a) Processing and Mixing
The processing, combining, or mixing of the goods subject to retention of title is always carried out on our behalf. If a new product is created through these processes, we acquire ownership of it in proportion to the invoice value of our goods relative to the invoice value of the other materials used.

    b) Assignment of Claims
The buyer hereby assigns to us all claims arising from the resale of the goods subject to retention of title or from the products made from them, in the amount of the invoice total (including VAT). We hereby accept this assignment.

    c) Collection Authorization
The buyer remains authorized to collect these claims as long as they fulfill their payment obligations and no application for the initiation of insolvency proceedings has been filed. Otherwise, we may demand that the buyer provide details of the assigned claims and their debtors, transmit all necessary information and documents for collection, and inform the debtors of the assignment. Additionally, we may revoke the buyer’s authorization to resell the goods.

    d) Release of Collateral
If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer’s request.

5. Care Obligations As long as ownership has not passed to the buyer, they are obligated to handle the goods with care and insure them at their own expense against theft, fire, and water damage at their new value. If maintenance and inspection work is required, the buyer must carry it out promptly and at their own expense.

§ 9 Buyer’s Claims for Defects

1. The buyer’s rights in case of material and legal defects (including incorrect or short delivery, improper assembly/installation, or defective instructions) are based on the statutory provisions, unless otherwise specified below. The statutory provisions concerning consumer goods purchases (§§ 474 et seq. of the German Civil Code, BGB) and rights arising from separately provided warranties remain unaffected.

2. The quality agreement made between us and the buyer usually forms the basis for liability for defects. This includes all product descriptions and manufacturer statements that are part of the contract or were publicly disclosed at the time of the conclusion of the contract. If no agreement exists, the existence of a defect is determined according to § 434 (3) BGB.

3. For goods with digital elements or other digital content, we only assume responsibility for providing and updating digital content if explicitly agreed upon.

4. We exclude liability if the buyer is aware of the defect at the time of the contract conclusion or would have been aware of it due to gross negligence (§ 442 BGB).

5. Claims for defects only exist if the buyer fulfills their obligations to examine and report defects (§§ 377, 381 HGB). Obvious defects must be reported in writing within ... business days of delivery, and non-obvious defects must be reported within the same period after discovery.

6. If a defect is present, we have the choice between repairing the goods or delivering replacements. Subsequent performance may be conditional upon payment of the purchase price, with the buyer allowed to withhold a reasonable portion of the price.

7. The buyer must provide us with the disputed goods for inspection. In the case of replacement delivery, the defective goods must be returned according to the statutory provisions.

8. Unless otherwise agreed, subsequent performance does not include the installation or removal of defective goods or the installation of defect-free goods.

9. The costs of subsequent performance (transport, labor, and material costs) will be borne by us if a defect exists. If costs arise due to unjustified claims of defects, the buyer may be required to reimburse these costs.

10. In urgent cases, the buyer may remedy the defect themselves and claim reimbursement of necessary expenses. Immediate notice must be given to us in this regard.

11. After unsuccessful subsequent performance, the buyer may withdraw from the contract or reduce the purchase price according to the statutory provisions. There is no right of withdrawal for insigni-ficant defects.

12. Claims for reimbursement of expenses according to § 445a (1) BGB only exist in the case of consumer goods purchases or consumer contracts concerning digital products.

13. Claims for damages exist only in accordance with §§ 9 and 10.

§ 10 Limitation Period

1. Claims for material or legal defects shall be subject to a limitation period of one year from delivery, deviating from § 438 (1) No. 3 BGB. If acceptance has been agreed upon, the limitation period begins with the acceptance.

2. For buildings or building materials, the limitation period is five years from delivery (§ 438 (1) No. 2 BGB).

3. The above limitation periods also apply to claims for damages based on a defect. This does not apply to claims under § 10 (1) and (2a) or claims under the Product Liability Act.

§ 11 Other Liability

1. Our liability is governed by the statutory provisions, unless otherwise specified below.

2. In the context of liability for fault, we are only liable: a. In cases of intent or gross negligence. b. In cases of simple negligence, only for damages resulting from injury to life, body, or health, and in the case of violation of essential contractual obligations.

3. The liability limitations also apply to third parties and in cases of breaches of duty by persons whose fault we are legally responsible for. The liability limitations do not apply in the case of fraudulent concealment of defects or claims under the Product Liability Act.

4. A withdrawal or termination by the buyer due to a breach of duty that is not based on a defect is only possible if the breach is attributable to our fault.

5. The buyer’s right to terminate (particularly according to §§ 650, 648 BGB) is excluded.

§ 12 Choice of Law and Jurisdiction

1. These General Terms and Conditions and the contractual relationship are governed exclusively by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods.

2. If the buyer is a merchant under the German Commercial Code (HGB), a legal entity under public law, or a public-law special fund, our place of business is the exclusive place of jurisdiction. This also applies if the buyer is an entrepreneur as defined in § 14 BGB.

3. In addition, we are entitled to file a lawsuit at the place of performance of the delivery obligation or at the general jurisdiction of the buyer. Mandatory statutory provisions remain unaffected.