Terms and Conditions
General Delivery and Payment Conditions of the Karl Wörwag Lack- und Farbenfabrik GmbH & Co. KG
1. Our delivery and payment conditions listed below are only applicable for companies. The do not apply to customers.
2. Our delivery and payment conditions apply exclusively. We will not honour buyers’ conditions that oppose or differ from our delivery and payment conditions, unless we have expressly consented to their validity in writing. Our offers are subject to change if not expressly agreed otherwise.
3. Additional agreements, changes and deviations from these conditions should be agreed upon in writing.
1. The agreed prices are ex-works, plus Value Added Tax applicable on the day of delivery.
2. The weights, number of pieces and quantities determined by us shall prevail for the invoice if the purchaser does not disagree immediately or within 14 days of receipt at the latest.
3. If we generally decrease or increase our prices during the contract period, the amended prices will apply for the quantities that are still to be delivered. In the case of price increase, the purchaser is entitled, immediately but latest within four weeks of receiving notification of the price increase, to withdraw from the contract through a written declaration. The withdrawal does not affect deliveries that were made before the price increase.
III. Application-related advice
1. Inasmuch as we provide advisory services, this is done with the best of our knowledge. None of the data and information concerning the suitability and application of the supplied goods relieves the purchaser from conducting his own tests and trials. This applies particularly when thinners, hardeners, additional lacquers or other components that were not procured from us are mixed.
1. The purchaser must collect the goods on the agreed delivery date or if no date was fixed, immediately after notification of availability from the place of delivery as defined under Section IX.1. If the purchaser is late in accepting the goods, we are entitled at our own discretion and at the purchaser’s expense to ship or to store the goods even outdoors if there is no alternative. In this case, we accept no liability for accidental loss or damage to the goods. In case of storage of goods, we are entitled to invoice for the goods after one week.
2. Unless agreed upon, Section 1 notwithstanding, that we are obliged to ship the goods, transport will be at the purchaser‘s expense and the choice of transportation means and route will be at our discretion, in the absence of special instructions. The risk is transferred at the time the goods are handed over by us to the freight carrier.
3. Partial shipments to the purchaser are permissible, within reason.
4. Operational disruptions, missed delivery dates or delivery failures by our suppliers as well as operational interruptions due to raw material, power or workforce shortages, strikes, lockouts, difficulties in providing means of transport, traffic congestion and other cases of force majeure on our part and that of our subcontractors which are significant, unforeseeable and not caused by us, will extend the delivery time by the duration of the hindrance, as far as they are important to the ability to deliver the goods. We shall inform the purchaser immediately of the beginning and end of such hindrances. If the delivery is delayed by more than one month as a result, both the purchaser and we are entitled, excluding the claims for damages, to withdraw from the contract with respect to the quantity affected by the disruption in delivery. The purchaser’s legal right to withdraw in case of disruption in delivery because of circumstances caused by us remains unaffected.
5. If the delivery is made in returnable containers, these must be returned, emptied and freight free, within 90 days of receipt of the delivery. Any loss or damage to the returnable packaging will be charged to the purchaser if it was caused by him. Returnable packaging may not be used for other purposes or for receiving other products. It is intended solely for transporting the supplied goods. Labels must not be removed.
6. Non-returnable packaging will not be taken back by us; instead, we will provide the purchaser with the name of a third party who will recycle the packages in accordance with the packaging regulations.
1. The invoice amount must be paid within 10 days with a 2 % discount or 30 days after invoice date with no de-
duction. Timely payment is thus effected only if the money is available to us on the due date in the account speci-
fied by us.
2. If payment is delayed, default interest must be paid at the rate of 8 % above the prevailing basic interest rate.
Both the purchaser and we are free to prove higher or lower damages caused by delay.
3. Handing over of bills of exchange is not a cash payment and will be acceptable as payment only with our prior
consent. Discount and bill charges will be borne by the purchaser.
4. Withholding and compensation due to purchasers‘ claims contested by us are excluded.
5. The non-payment of payable invoices or other circumstances that imply a significant deterioration in the purchaser’s financial circumstances after conclusion of the contract shall entitle us to immediate repayment of all our receivables that are based on the same legal relationship.
VI. Reservation of ownership
1. We reserve ownership of the supplied article until the purchase price has been paid in full. The supplied goods shall remain our property until all outstanding receivables from the current business relationship with the purchaser have been settled. The reservation of ownership will continue even if our receivables are included separately in the current invoice and the balance is struck and acknowledged. Despite payment, purchase price receivables will not be considered as discharged until a liability secured by bill of exchange, which was assumed by us in this connection – for example, in the framework of a cheque/ bill of exchange procedure – persists.
2. The purchaser carries out processing or mixing for us without any obligation ensuing from it. In the case of processing or mixing with other items that do not belong to us, to safeguard our receivables the purchaser shall assign co-ownership of the new item to us in the proportion of the value of the goods subject to retention of title to the other processed items, with the proviso that the purchaser stores the new item for us.
3. The purchaser is entitled to avail himself of the products in the normal course of business, as long as he meets his obligations arising from the business connection with us in a timely manner.
4. The purchaser shall transfer to us for security the receivables from the sale of goods for which we are entitled to ownership rights to the extent of our share of the ownership of the goods sold. If the purchaser combines or mixes the supplied goods for payment with a principal third party, he shall transfer his claims for remuneration against the third party up to the invoiced value of the supplied goods to us for security. We accept these transfers.
5. On our request, the purchaser must provide all the required information on the inventory of goods in our ownership and on the receivables transferred to us, as well as make his purchasers aware of the transfer.
6. The purchaser is obliged to carefully store the goods subject to retention of title and to insure them against loss and damage at his own expense. He shall hereby transfer his claims arising from the insurance contracts to us in advance. We accept this transfer.
7. If the value of the securities exceeds our receivables by more than 20 %, on the purchaser’s request, in this respect we will release securities of our choice.
8. The right of the purchaser to avail himself of the products that are subject to our reservation of ownership, as well as to collection of the receivables transferred to us, expires as soon as he discontinues the payment and/or goes into financial collapse. If these preconditions arise, we are entitled, to the exclusion of the right of retention without notice of a grace period or withdrawal, to demand the immediate interim handover of all the goods that are subject to our reservation of ownership.
9. In as much as the reservation of ownership has no effect under the law of the land in which the supplied goods are located, the purchaser must authorise a security of equal value on our request. If he does not meet this request, we can demand the immediate payment of all open invoices regardless of any agreed grace periods.
VII. Warranty claims
1. The purchaser must examine the goods for defects immediately after receipt.
2. Obvious defects must be notified immediately in writing or within 14 days of receipt at the latest. Concealed defects must be notified within 14 days of their discovery at the latest. The notification must be in writing and must indicate precisely the type and extent of the defect.
3. For properly justified claims, we are entitled to rectify the defect or supply a replacement at our discretion.
In case of rectification of the defect, we will bear all the expenses required for this purpose as long as they are
not increased because the object of the purchase is taken to a location other than the place of delivery. If we are
not prepared to or are not in a position to rectify the defect or supply a replacement or if this is delayed beyond
reasonable time limits for reasons for which we must take responsibility, or if the rectification or replacement is
otherwise faulty, the purchaser is entitled to demand at his discretion the cancellation of the contract or a corresponding reduction in the purchase price.
4. All warranty claims expire 12 months after receipt of the goods by the purchaser if the supplied goods have not been used in accordance with their normal method of use for a structure and have caused it to be defective.
5. In the case of the trader‘s right of recourse (§ 478 BGB), we are entitled to refuse the purchaser’s rights of recourse except for claims for replacements and reimbursement of expenses, provided we grant the purchaser compensation of equal value for the exclusion of his rights. Claims by the purchaser for damages are excluded unless compensation must be granted.
1. Provided no deviation has been agreed, all further claims by the purchaser for damages against us and our salaried staff, employees, colleagues, representatives and vicarious agents are excluded, in particular a claim for damages that does not arise from the supplied goods.
2. The liability limitations and exclusions contained in these Delivery and Payment Conditions do not apply as far as a mandatory liability on our part is prescribed in cases of premeditation, gross negligence, injury to life, body and health, or as a result of a transferred guarantee of quality or durability or in accordance with the provisions of the product liability law. The same applies in the case of neglect of duty on our part which jeopardises the fulfilment of the contract purpose, whereby the liability however is restricted to the replacement of typically foreseeable losses.
IX. Place of fulfilment, court of jurisdiction and miscellaneous
1. The place of fulfilment for all payables arising from business relationships or from individual contracts is our relevant shipping point and for payment, our registered office.
2. The court of jurisdiction is our registered office or the general court of jurisdiction of the purchaser. This also applies for disputes in the document, exchange or cheque process.
3. The law of the Federal Republic of Germany applies exclusively to the contractual relationships with our customers. The applicability of the United Nations Convention of 11th April 1980 concerning contracts for the international purchase of goods (CISG – “Vienna Purchasing Law”) is excluded.
4. The purchasers’ data will be stored and processed by us as far as it is required for the proper transaction of contractual relationships.