1. Scope of application
1.1. For all contracts concluded between Wanzl GmbH & Co. KGaA, and the contractual partner – hereinafter referred to as “Customer” – for the delivery of goods and the provision of services – hereinafter jointly referred to as “Deliveries” – our Terms of Delivery apply exclusively. They are an integral part of all our offers and order confirmations. With the conclusion of the first contract including our Terms of Delivery, these shall also apply to all further contracts concluded between us and the Customer without requiring inclusion again.
1.2. If we use “special terms and conditions” for certain areas of application, these shall apply in addition to these General Terms and Conditions.
1.3. The Customer's General Terms and Conditions shall only apply with our express consent given in written or text form.
1.4. If and insofar as we have entered into a deviating individual contractual agreement with the Customer, a provision of our Terms of Delivery shall not apply.
2. Conclusion of contract – correspondence
2.1. Our offers are subject to change and non-binding until contract conclusion, unless we have expressly designated them as binding or they are otherwise clearly marked as such.
2.2. If the contract is not concluded by signing a contract document, the contract will not be concluded until our order confirmation has been sent after receipt of the Customer’s order.
2.3. All agreements and commitments on our part, in particular verbal, supplementary and amending agreements and commitments, are only binding if they are contained in the contract document or have been confirmed by us in writing or in text form.
2.4. We are not obliged to check the power of representation of the persons acting on the Customer’s behalf. These persons are therefore deemed to have representation authorisation unless the lack of power of representation is obvious.
2.5. If the contract is concluded on an electronic platform, the regulations provided on the platform apply to it.
2.6. Our offers and order confirmations as well as the resulting contracts are based on the information available at the time of submitting the offer, confirmation and conclusion of the contract. If, after conclusion of the contract, it transpires that our information was incomplete or incorrect despite the required care in commercial dealings being exercised and if the contractual basis changes significantly as a result, we are entitled to demand that the Customer amend the contract in consideration of the new information. A material change is deemed to have taken place if, in the opinion of an objective third party, we would not have sensibly concluded the contract under the agreed conditions. If no agreement is reached on the amendment, an arbitrator appointed by the Chamber of Industry and Commerce for Munich and Upper Bavaria shall settle the disputed points at the request of one of the parties.
2.7. Clause 2.6. above shall also apply mutatis mutandis if we begin to carry out the delivery at the Customer’s request, although we have not yet been able to draw up a final offer due to a lack of information and the Customer is aware of this. The same applies in the event of subsequent changes to the delivery requested by the Customer, in particular to the scope of delivery or the deliverable, insofar as we have pointed out the necessity of a contract amendment before the delivery is carried out and the contractual partner has not objected to its implementation, although an agreement on the amendment has not yet been reached.
3. Involvement of the Customer on contract conclusion
3.1. The Customer shall provide us with all the information and data necessary to enable us to prepare our offers and order confirmations in a complete, correct and final manner. The Customer is responsible for the correctness and completeness of their information and data. This applies in particular to data of a technical nature, such as weights and dimensions, as well as to all illustrations and drawings.
3.2. Insofar as it is agreed that we must obtain certain information and data ourselves, the Customer shall give us the necessary opportunity to do so.
3.3. If the information and data received is incorrect or incomplete, we are entitled to amend the contract in accordance with Clause 2.6. of our Terms. The same applies if we have not been given sufficient opportunity to obtain information and data despite a corresponding request.
3.4. We are only obliged to check the plausibility of the information and data received with regard to correctness and completeness. We are not entitled to amend the contract if we should have recognised the incorrectness or incompleteness of the information and data when carrying out the plausibility check. There is no further audit obligation.
3.5. The Customer must check our order confirmations for correctness without delay, at the latest within 5 working days (excluding Saturdays), and object in writing or in text form if and to the extent that the order confirmation does not correctly reflect the agreements made. Otherwise, the contract and the content of the order confirmation shall be deemed to have been concluded, unless we have fraudulently deviated from the agreements made in the order confirmation.
4. Agreement on remuneration
4.1. The agreed remuneration only covers the service and scope of delivery listed in the contract document or the order confirmation. Additional and special services/deliveries must be remunerated separately by the Customer. Insofar as no agreement is reached on the separate remuneration, the Customer shall owe our list price valid at the time of delivery/performance and, in the absence of such, the remuneration customary in the industry, or alternatively the remuneration for similar services in a similar industry.
4.2. Ancillary costs, such as for packaging, transport, insurance, customs clearance or assembly, are only included in the agreed remuneration if explicitly listed in the contract document or the order confirmation. Otherwise, they shall be remunerated separately.
4.3. Remuneration excludes all taxes and public charges levied on the delivery owed payable by us. Additional taxes and duties under public law to be borne by the Customer shall not affect the remuneration agreement.
4.4. Our offer prices are quoted in euros. If a different currency is agreed for the remuneration, the remuneration must be adjusted in the same ratio as the exchange rate published by the European Central Bank at the time of payment (date of receipt of money by us) changes to our disadvantage compared to the date of contract conclusion. An insignificant change in the exchange rate shall not be taken into account.
4.5. We shall be entitled to adjust the remuneration if we can prove that the energy, logistics and/or third-party costs have increased at the time the aforementioned costs are incurred compared to the time the contract was concluded and that the remuneration for the overall product would change significantly as a result. The adjustment shall be equivalent to the amount of the change. This applies in particular if there is a longer period between contract conclusion and the time the costs are incurred. The right to adjustment is excluded if and to the extent that we are at fault for the cost increase, e.g. due to the improper planning of our services in breach of our duty of care.
4.6. If the planned delivery date is delayed for reasons for which we are responsible and the prerequisites for a remuneration adjustment occur as a result, then we shall not be entitled to such an adjustment.
5. Place, type and scope of delivery, transfer of risk
5.1. All deliveries are made ex works (EXW according to Incoterms® 2020). The risk of loss for which we are not responsible or of damage (deterioration) to the goods through no fault of our own shall pass to the Customer as soon as the goods have been handed over to the carrier. This also applies if we transport the goods ourselves or arrange for the goods to be shipped.
5.2. The choice of the type of shipment as well as the packaging and choice of carrier is solely at our due discretion. We only insure goods against any transport risks at the express request and expense of the Customer.
5.3. We are entitled to make partial deliveries unless the Customer proves that the partial delivery cannot be used for the contractually agreed purpose or is unreasonable for other reasons.
6. Delivery date
6.1. Specified deadlines and dates for deliveries are always only regarded as probable dates. They are only binding if they are expressly designated as such or otherwise clearly marked as binding.
6.2. If shipment of the goods has been agreed, the deadlines and dates specified for a delivery refer to the time of handover to the carrier.
6.3. A fixed delivery date only applies if it is expressly designated as such and the delivery is pointless for the Customer on another date, in particular at a later date.
6.4. Our production is based on the just-in-time principle and we are therefore not obliged to produce goods for keeping in stock for the purpose of meeting agreed deadlines and dates.
6.5. We shall not be liable for delays in delivery – or for impossibility of performance – if these are due to force majeure or other reasons that we have not caused. Such reasons include, for example, unforeseeable difficulties in the procurement of raw materials or energy, a lack of or improper supply by – not considered unreliable – suppliers, measures by the government and its authorities for which we are not responsible, unforeseeable difficulties in the transport sector and/or the availability of storage or transport capacities, a shortage of staff due to illness or strike, or other operational disruptions of any kind for which we are not responsible.
6.6. In the event of delivery delays within the meaning of Clause 6.5., the agreed deadlines and periods shall be extended by the time of the impediment plus an appropriate execution period after the reason for the hindrance no longer exists. In the event of these delivery delays, the Customer is entitled to withdraw from the contract if they can prove that delivery at a later date is no longer of interest to them or is unreasonable for other reasons. We may withdraw from the contract if we can no longer be expected to continue to adhere to it, at least not under the existing contractual conditions. There are no further claims by either party.
6.7. If we are in default of delivery, the Customer can only assert relevant rights if they have set a reasonable grace period, unless they can prove that setting a grace period is unreasonable for them. In all other respects, the Customer may only assert their rights relating to the undelivered part of the delivery.
7. Performance of the delivery
7.1. We shall perform deliveries in accordance with the contractual agreements made and the relevant legal norms.
7.2.1. The Customer shall provide us with the best possible support and cooperation in the execution of the deliveries in accordance with the agreements made and the requirements resulting from the type of goods to be delivered. In particular, the Customer shall provide us with all the information and documents required for proper delivery. For this purpose, the Customer must provide us with a sufficiently informed contact person and ensure that they can be reached.
7.2.2. Insofar as we have to assemble the goods, unimpeded access to the assembly site must be granted to us on the planned date, as well as electricity, water, lighting, equipment for sustainable waste disposal, the necessary social and sanitary facilities and an Internet connection. The assembly site must be free of foreign objects, swept clean and, if necessary, be heatable. Sufficiently paved access for trucks and access to the assembly site must be at ground level. If necessary, the assembly site must be closed and lockable to protect against theft and vandalism.
7.2.3. Construction and other preliminary work to be provided by the Customer, such as the construction of foundations, lines, connections and the like, must be completed. Any necessary permits, in particular those required under construction, safety or immission control law, must be obtained by the Customer at their own expense. Furthermore, the Customer is responsible for obtaining the necessary permits for Sunday and holiday work as well as the necessary permits for the special use of roads.
7.3. If the Customer does not or not sufficiently fulfil their obligation to cooperate, they shall reimburse us for all additional expenses incurred as a result. Expenses incurred are reimbursed upon presentation of proof, unless they are disproportionate. The time spent must be remunerated in accordance with the prices generally applicable to us and, in the absence of such, in accordance with the prices customary in the industry.
7.4. We reserve further rights.
8. Acceptance and inspection of goods
8.1. The Customer undertakes to inspect the delivered goods for visible transport damage immediately upon acceptance. If the packaging shows signs of damage, the Customer undertakes to open the packaging and inspect the contents for visible damage. Any damage found must be noted on the shipping documents. The Customer undertakes to notify us and the carrier immediately of any damage found and to take all measures so that any damage can be claimed from the carrier. Damaged goods must be documented and stored until claims settlement is complete. Insofar as the Customer does not comply with the aforementioned obligations to cooperate, they must bear all the resulting disadvantages in the settlement of claims itself.
8.2. The Customer undertakes to accept the delivered goods and to inspect them immediately upon receipt and, if there is a defect, to notify us thereof immediately in writing or in text form. If, despite examination, a defect is not recognisable until later, the notification period is 2 working days (excluding Saturdays) after the defect has been determined. In order to ensure that the notification is timely our receipt of it is necessary. The notification must describe the defect as precisely as possible to allow us to get an idea of what the defect is. At our request, the Customer shall provide us with photographs of the defect.
8.3. The periods specified in Clause 8.2. shall be extended if and to the extent that the Customer proves that a longer obligation to examine and give notice of defects was required in the circumstances of the individual case and in the ordinary course of business.
8.4. If the Customer fails to give timely notice of the defect, it shall be deemed to have been approved and the Customer’s claims arising from the defect shall be excluded. This does not apply if we have fraudulently concealed the defect.
8.5. If an explicit goods acceptance by the Customer has been agreed, the Customer shall accept the goods, provided that there are no defects preventing acceptance. The goods shall be deemed to have been accepted if the Customer begins to use the goods after delivery and, if applicable, assembly of the goods, or fails to declare acceptance within 10 working days (excluding Saturdays) of our request, without having reported defects.
8.6. If the goods delivery is delayed for reasons for which the Customer is at fault or which lie within their area of risk, we are entitled to store the goods or have them stored at the Customer’s expense.
9. Liability for material defects and returns
9.1. We are obliged to deliver the goods free of material defects, i.e. at the agreed quality and, if such is not agreed, at the customary quality of goods of the same type expected by the Customer and with the contractually required suitability or suitability for normal use.
9.2. The quality of the goods and their contractually presumed suitability can be found in the contract document or the order confirmation. However, the information contained therein is only binding if it is expressly designated as binding or if its binding nature clearly arises from the purpose of the contract. Otherwise, our specifications, such as technical data (dimensions, weights and the like), the description of the goods and their illustration or drawing, are only approximate.
9.3. Deviations customary in the industry, the utilisation of recognised tolerances and all changes made to the goods after contract conclusion (e.g. changes of a technical nature or the use of other components), insofar as this does not result in any reduction in quality and does not impair the contractually stipulated suitability, do not constitute a defect. Minor defects that only insignificantly impair the interests of the Customer do not constitute claims for defects. Furthermore, we do not assume any warranty for consumables, such as lamps, unless we have manufactured them ourselves.
9.4. A material defect must already be present at the time of goods collection or dispatch, as in the case of design or material defects. Deterioration of the goods, the cause of which arose afterwards, such as damage during transport, normal wear and tear, improper use, modification of the goods by third parties or other interventions, are not material defects. Shortages and incorrect deliveries are considered to be material defects.
9.5. In the event of a material defect occurring within the warranty period and notified in good time in accordance with Clause 8 of our Terms, we shall rectify the defect in the delivered goods or deliver defect-free goods instead of the defective goods. We have the exclusive right to choose between rectification of defects and replacement delivery, provided that the choice made is not unreasonable for the Customer in the individual case.
9.6. In the event of a notification of defects, we can demand that the Customer send the rejected goods to us carriage paid for the purpose of inspection. Instead of sending them, we can request that the Customer take photos or video recordings of the defective goods and send them to us. In the event of a justified notification of defects, we shall reimburse the Customer for the costs of the most cost-effective shipping method. Moreover, in the event of a justified notification of defects, we shall bear the costs of rectifying the defect or supplying a replacement, with the exception of the costs incurred due to the goods not being located at the destination specified in the contract. If the notification of defects is unjustified, the Customer shall reimburse us for all expenses arising from the inspection and examination of the goods.
9.7. The Customer may withdraw from the contract if the rectification of defects or replacement delivery fails more than once, is impossible or unreasonable, or is unjustifiably refused by us or is unreasonably delayed despite a sufficient deadline having been set. The right of withdrawal is limited to the defective part of the delivery, unless the Customer demonstrably has no interest in the defect-free part of the delivery. Instead of the partial withdrawal from the contract, the Customer may reduce the purchase price attributable to the defective part of the delivery appropriately.
9.8. If the defect is our fault, the Customer may claim damages in accordance with Clause 10.
9.9. The Customer shall not be entitled to any further claims for defects other than those described above.
9.10. The warranty period (limitation period for claims for defects) shall be 12 months. In the case of goods deliveries with goods handover, this period shall begin with the handover of goods and in the case of other services with the end of performance; if acceptance is provided for, this period begins with acceptance.
9.11. If we agree in advance, the Customer is entitled to return goods, even if we would not be obliged to take back the goods (returns), e.g. due to lack of material defects. However, the Customer must bear the handling and shipping costs for these returns, which must be securely packed. Risk shall only transfer once the returns have been received by us. We only issue credit notes for returns according to the condition of the goods.
10. Claims for damages and other liability
10.1. The Customer is entitled to compensation claims, regardless of the legal basis, in accordance with the following provisions.
10.2. We, including our executive bodies, employees and vicarious agents, shall only be liable in the event of a breach of essential contractual obligations in the event of simple negligence. Essential contractual obligations are only deemed to be obligations material to the contract, namely the obligation to deliver in a proper manner, in particular in a timely manner and free of defects, including any assembly, as well as other obligations, in particular consulting and instruction obligations, which are intended to enable the Customer to use the goods in accordance with the contract. However, liability is limited to damages that we foresaw at the time of concluding the contract as a possible consequence of a breach of contract or could have foreseen if the necessary care had been taken. Indirect damages and consequential damages can also only be compensated for if these damages can typically be expected if the delivery item is used as intended.
10.3. All limitations of liability, including the shortening of statutory limitation and warranty periods, shall not apply if we are compulsorily liable due to law, such as in the case of wilful intent or gross negligence, in the case of the assumption of a guarantee, in the case of assured characteristics, due to injury to life, limb and health as well as in the case of personal injury and material damage within the scope of product liability.
10.4. If we provide information or advice free of charge and this activity is not part of the contractually agreed scope of services, we shall only be liable in the event of wilful intent and gross negligence.
11. Payment and retention of title
11.1. Our invoices are payable without deduction within 14 calendar days of receipt. The date the payment is received by us shall be decisive for the payment date. Payment by cheque is excluded.
11.2. If the Customer is in default of payment, they must pay interest on the outstanding amount from the time of default at the statutory interest rate; the assertion of higher interest and damages in the event of default remains unaffected.
11.3. Offsetting against counterclaims of the Customer and withholding payments due to such claims is only permitted if these counterclaims are not disputed by us or have been legally established.
11.4. The delivered goods remain our property until all invoices from the business relationship with the Customer have been paid in full. If the value of the goods subject to retention of title exceeds the outstanding invoice amounts by more than 30%, we shall be obliged to release the goods in the amount of the overcollateralisation at the Customer’s request.
12. Ownership and property rights
12.1. All documents and other items, such as plans, drawings, illustrations, brochures, catalogues, models, remain our property and must be returned upon first request, insofar as these documents and items are not intended to remain the permanent property of the Customer according to the purpose of the contract or the nature of the item.
12.2. We expressly reserve the intellectual property rights in all intangible legal assets. The Customer is only entitled to use these goods for the purpose of the contract. They may not be used for any other purpose or made accessible to third parties without our express consent.
12.3. In connection with the delivery, we do not transfer any industrial property rights, unless this has been expressly agreed with us in writing or text form.
12.4. We shall deliver the goods free of industrial property rights or copyrights of third parties. Each contracting party shall notify the other party immediately in writing or in text form if claims are asserted against them for a violation of such rights. We reserve the exclusive right to defend asserted claims within the internal relationship. The contracting party shall therefore defend itself against any claims made against them in consultation with us. However, we are not liable for infringements of industrial property rights caused by the Customer. Insofar as the infringement of industrial property rights was jointly caused, the parties shall be liable in the internal relationship in accordance with their share of the cause.
12.5. If the Customer provides us with means for the purpose of preparing a quotation or performing a service, such as samples, plans, product parts and the like, they must ensure that no third-party property rights are infringed. If a third party asserts claims against us due to possible infringements of industrial property rights, the Customer must indemnify us in full from these claims upon first request.
13. Confidentiality, data protection and compliance
13.1. The Customer undertakes to keep confidential all confidential information received in connection with the business relationship with us, to protect it from unauthorised access by third parties and to use it exclusively for contractual purposes.
13.2. We are entitled to process all data about the Customer that is necessary for the purpose of executing the contract in compliance with the applicable data protection regulations. The data protection notices for our Customers and business partners can be viewed at https://www.wanzl.com/en_DE/Data-protection.
13.3. Compliance is a top priority for us. For this reason we have compiled a Code of Conduct that details the standards and values that apply to all our employees worldwide. The Customer can download this Code of Conduct at https://www.wanzl.com/wanzl-inside/compliance. The Customer agrees to comply with this Code of Conduct and to refrain from any conduct that may result in a violation of our Code of Conduct.
14. Final provisions
14.1. We reserve the right to adapt our Terms of Delivery to current requirements at any time. The amended Terms shall also apply to existing contracts, provided that we have informed the Customer that we have adapted our Terms and that the Customer does not object to them in writing or text form; despite the absence of an objection, this shall not apply if the provisions are unusual and unreasonable and which the customer did not reasonably have to expect in the opinion of an objective third party.
14.2. Any claims against us may only be assigned with our prior consent, in writing or text form.
14.3. Sections 126 and 126a BGB [German Civil Code] shall apply to the written form and Section 126b BGB to the text form.
14.4. If the Customer is a merchant, the exclusive place of jurisdiction shall be Leipheim. However, we are also entitled to take legal action against the Customer at the place of their registered office.
14.5. All contracts between us and the Customer shall be governed exclusively by German law, with the exception of regulations that provide for the application of foreign law. The UN Convention on Contracts for the International Sale of Goods does not apply.
14.6. Should any provision of our Terms of Delivery be or become invalid, the remaining provisions shall remain unaffected thereby. The invalid provision shall be replaced by a valid provision which comes as close as possible to the purpose of the invalid provision. An inadmissible measure shall be replaced by an admissible measure which comes as close as possible to the inadmissible measure.