General Terms of Sale

1. General

The following terms of sale apply to all current and future contracts of sale, contracts for work and materials and contracts for work and services between Wehberg Safety GmbH (hereinafter “Wehberg Safety”) and customers/buyers/purchasers (hereinafter “Purchaser”).

Our terms of sale apply exclusively; we do not recognise deviating, conflicting or supplementary general terms and conditions of business or purchase. These do not become part of the contract even if we are aware of them, unless their validity is expressly agreed in writing.

The currently valid version of our terms of sale is available at any time at wehberg-safety.de/agb.

2. Scope

Our terms of sale apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). This also includes legal entities under public law.

3. Offer and conclusion of contract

Our offers are subject to change and non-binding and are subject to material availability. An order constitutes a binding offer which we may accept within 14 days. In this case the Purchaser receives a written order confirmation.

4. Offer documents

We reserve ownership and copyright to illustrations, drawings, calculations, information on manufacturing and testing procedures and other documents provided. This applies in particular to written documents marked “confidential”. Disclosure to third parties requires our express written consent.

5. Prices and terms of payment

The prices stated by Wehberg Safety are strictly net, excluding freight, packaging, insurance and customs duties, plus the value added tax applicable on the day of delivery.

Our invoices are payable net within 30 days.

Our prices are based on the cost factors applicable at the time the contract is concluded; if these change before delivery, we reserve the right to adjust prices accordingly, unless fixed prices have been agreed.

If the Purchaser is in default of payment, we charge default interest at EURIBOR plus 4 %. Proof of higher or lower damages remains permissible.

6. Scope of delivery, delivery dates, delays

The scope of delivery is defined in the order confirmation.

Delivery dates and periods are non-binding unless they are expressly stated as binding.

For the duration of an obstruction caused by force majeure such as war, civil unrest, pandemics, natural disasters and their consequences (e.g. officially ordered restrictions) or by other unforeseeable events for which Wehberg Safety is not responsible, such as industrial action, the agreed delivery periods are extended.

If Wehberg Safety is culpably in default, the Purchaser may withdraw from the contract after the expiry of a reasonable grace period set by the Purchaser in writing. The same applies if performance of Wehberg Safety’s obligations becomes impossible for reasons for which Wehberg Safety is responsible.

All other claims against us with regard to delay are excluded, unless there is a culpable breach of essential contractual obligations, intent or gross negligence on the part of Wehberg Safety.

7. Shipping and transfer of risk, insurance, packaging

Unless otherwise agreed and stated in our order confirmation, goods are shipped at the expense and risk of the Purchaser. The risk passes to the Purchaser upon handover of the goods to the carrier (Incoterm “Ex Works”).

Deliveries of goods are insured up to an amount of EUR 500.

Packaging, loading costs, customs duties etc. are borne by the Purchaser.

Packaging is charged at cost and is not taken back.

8. Products

Dimensions and weights of delivered parts may deviate slightly from the information in illustrations, drawings and documents if this is necessary for material or other reasons and does not result in any functional restriction for the Purchaser.

We reserve the right to make technical changes to standard products at any time and without prior notice, provided that this does not result in any technical disadvantages for the customer.

9. Quality management

Unless otherwise agreed in writing with the Purchaser, we manufacture and deliver on the basis of DIN EN ISO 9001.

10. Liability for defects

The Purchaser must inspect the goods for defects and completeness no later than two working days after receipt. Obvious defects must be reported in writing no later than two working days after discovery. Hidden defects must be reported immediately after they are discovered and the use of the parts must be stopped immediately until further notice.

Wehberg Safety is not obliged to provide subsequent performance if the Purchaser has not reported an obvious defect in writing in good time.

The Purchaser must grant Wehberg Safety a reasonable period for subsequent performance for each individual defect.

In the case of a material defect that demonstrably arose before the transfer of risk and which excludes or impairs the intended use of the goods delivered by us, it is at our discretion whether we remedy the defect or deliver a new, defect-free item. If subsequent performance fails repeatedly, the Purchaser may withdraw from the contract or reduce the remuneration accordingly.

If, in the course of subsequent performance work carried out by us, it turns out that the defect was not caused by our product but by another product, by the Purchaser’s system or by improper use, the Purchaser must reimburse us for the expenses incurred (e.g. analysis costs, travel costs, technician deployments, etc.). An hourly rate of EUR 110.00 net applies, plus a distance allowance of EUR 0.90 net per kilometre. Accommodation costs are invoiced against receipts.

Liability for material defects is excluded if a) the product is modified by a third party or by the installation of parts of third-party origin, unless the defect is not causally related to the modifications, b) instructions for the correct handling of the goods are not followed. This includes, but is not limited to, incorrect installation, improper storage, use of unsuitable operating materials, use under unsuitable climatic or temperature conditions and omitted or faulty maintenance, c) excessive stress, natural wear including material-related fatigue and/or damage due to improper handling is present.

Wehberg Safety is not liable for defects resulting from design errors or the choice of unsuitable material if these were specified by the Purchaser. We likewise assume no warranty for parts supplied by the Purchaser.

Measures initiated by the Purchaser to remedy defects without our consent will not be reimbursed by us. If the delivered item continues to be used despite the defect, we are only liable for the original defect, but not for damage resulting from continued use.

Wehberg Safety assumes no liability for the usability of the product within the overall system of the (end) customer or operator, unless usability has been separately assured by us in writing.

In the case of material suggestions, we do not guarantee that the materials are suitable for the Purchaser’s intended use.

The Purchaser’s claims for material defects expire 12 months after delivery of the goods.

Claims for damages arising from consequential damage, loss of profit and unforeseeable damage are excluded unless they are based on intent or gross negligence.

Further liability is excluded – to the extent permitted by law – irrespective of the legal nature of the claim asserted. In any case, such claims are limited in amount to the delivery value of the goods, unless the cause of the damage is based on an intentional or grossly negligent breach of contract by us, our legal representatives or our vicarious agents.

Insofar as the liability of Wehberg Safety is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.

11. Retention of title

Wehberg Safety retains title to the goods sold until all outstanding claims arising from the business relationship with the customer have been settled, irrespective of the legal basis on which they arise. In the event of conduct by the customer in breach of contract, in particular default of payment, we are entitled to take back the purchased item. Taking back the purchased item constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to realise it; the proceeds of realisation are to be set off against the customer’s liabilities, less reasonable realisation costs.

The customer is obliged to treat the purchased item with care; in particular, the customer is obliged to insure it adequately at replacement value at its own expense against fire, water and theft damage. If maintenance and inspection work is required, the customer must carry this out in good time at its own expense.

In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing so that we can bring an action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action under Section 771 ZPO, the customer is liable for the loss incurred by us.

The customer is entitled to resell the purchased item in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to the customer from the resale against its buyers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made for the opening of composition or insolvency proceedings and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment.

The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same applies to the item created by processing as to the purchased item delivered under retention of title.

If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer holds the resulting sole ownership or co-ownership in safe custody for us.

12. E-mail communication

Wehberg Safety GmbH maintains e-mail addresses that are publicly accessible. These addresses are intended exclusively for business purposes. Private use is prohibited. General e-mail addresses (e.g. kontakt@wehberg-safety.de) and personal e-mail addresses (name@wehberg-safety.de) are used. General e-mail addresses are non-personal; instead, defined groups of persons have access to such addresses. Personal e-mail addresses are generally assigned to individual employees of the company. Due to operationally necessary deputisation rules and delegations, however, other persons may also have permanent or temporary access to all e-mails of such accounts.

13. Compliance

The Purchaser accepts our Code of Conduct, available at wehberg-safety.de/coc.pdf. The Purchaser is obliged to observe all relevant laws of the applicable legal system(s) and to neither passively nor actively, directly or indirectly, commit or omit acts that could lead in particular to criminal liability for granting advantages, bribery, fraud, breach of trust, breaches of competition law or insolvency offences. In the event of a breach, we are entitled, within the bounds of reasonableness, to withdraw from or terminate without notice all contracts existing with the Purchaser and to break off the business relationship, and we may claim damages.

14. Place of performance, place of jurisdiction, choice of law

The place of performance for all obligations and claims arising from the contract is Lüdenscheid.

The exclusive place of jurisdiction is Lüdenscheid. However, we are also entitled to sue the Purchaser at the court of its place of residence.

The national law of the Federal Republic of Germany (BGB, HGB etc.) applies exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

Amendments to contractual agreements must be made in writing.

15. Severability

Should individual provisions of the above terms be wholly or partially invalid, the remaining provisions remain valid.

16. Amendment of the General Terms of Sale

Wehberg Safety reserves the right to amend these General Terms of Sale at any time. The version valid at the time the contract is concluded is decisive for new contracts.

This English version is provided for convenience. In the event of discrepancies, the German version of the General Terms of Sale (Allgemeine Verkaufsbedingungen) prevails.