Terms and Conditions | Wälzlagertechnik GmbH

GENERAL TERMS AND CONDITIONS

Wälzlagertechnik GmbH (Status: December 2022)

1. general:

These terms and conditions apply exclusively to all - including future - offers, deliveries and services. Any deviating terms and conditions of the customer are hereby rejected and shall not become part of the contract even if the order is accepted. The application of the Convention on Contracts for the International Sale of Goods (CISG) is excluded. If the customer does not agree with this handling, he must expressly object immediately in a separate letter. In this case, a contract shall only be concluded if we expressly agree to the non-applicability of our Terms and Conditions of Sale and Delivery after receipt of the objection.

2. Offers:

Our offers are always subject to change and non-binding for us. Contracts are only concluded on the basis of our written order confirmation. Agreements with our representatives always require our written confirmation to be effective. Subsequent deviations must also be made in writing. Offer documents such as brochures, drawings, material specifications and the like remain our property. They are subject to copyright protection. They may not be disposed of.

3. Orders:

Orders shall only become binding in terms of scope and content after our written confirmation. This also applies to any verbal agreements, amendments and other agreements with us and our representatives. We reserve the right to correct errors in offers, order confirmations and invoices. Dimensions, weights and performance specifications as well as illustrations are only approximate. Information expressly designated as binding may be changed by us insofar as this is reasonable for the customer, in particular if technical modifications give rise to this. In addition, we are entitled to supply other products than those ordered if the technical specification is the same or differs only insignificantly from the order, provided that the price is otherwise the same or, in the case of technically superior goods, only slightly higher.

4. Prices:

Unless otherwise agreed, the current prices at the time of delivery shall apply. The prices quoted are for delivery ex works excluding packaging and freight costs plus the respective statutory value added tax. If, in the case of orders with an agreed delivery period of more than four months or in the case of successive delivery agreements (irrespective of delivery periods), pricing factors (customs duties, wages, raw material costs, exchange rate changes, etc.) increase significantly after conclusion of the contract and before delivery, we shall be entitled to adjust prices accordingly, while the customer shall be entitled to withdraw from or terminate the contract, to the exclusion of any further rights. Increases of more than 5% in relation to the net price are deemed to be substantial.

The same applies to contracts where the delivery is to be made within four months of the conclusion of the contract if this can only take place after the four-month period has expired for reasons for which the customer is responsible. To cover the high administrative costs of small orders, we charge a small order surcharge of 20% of the difference between €50 or €100 and the net value of the goods for every order with a net value of less than €50 or €100.

Fixed prices must be expressly agreed as such in writing. Agreed fixed prices shall not apply to repeat orders or to subsequent changes to delivery quantities and deadlines by the customer, unless this has been expressly agreed in writing. If the price is agreed in foreign currency, the customer shall compensate for any disadvantages arising from a change in the exchange rate by adding a surcharge to the originally agreed price.

5. Terms of payment:

Unless otherwise agreed in writing, our invoices are payable in cash without deduction within 30 days of the invoice date, irrespective of the date of receipt of the goods. Existing warranty claims shall not affect the due date of our claims. In the event of cash payment and payment on delivery or within 8 days of the invoice date, we shall grant the agreed cash discounts stated on the front of our invoices. The customer may not offset any counterclaims not recognized by us unless the counterclaim is undisputed or has been legally decided in favour of the customer. The customer shall only have a right of retention if it is based on the same contractual relationship and the counterclaim is undisputed or has been legally established.

Payments made shall be offset against the oldest claim, even if the customer stipulates otherwise. Bills of exchange, checks and other payment orders will only be accepted on account of payment if expressly agreed. The costs of collection, bank interest and expenses shall be borne by the customer. If we become aware of circumstances which indicate a lack of solvency or low creditworthiness of the

creditworthiness of the customer, we shall be entitled to refuse performance and to set the customer a reasonable period of time to effect counter-performance or provide security concurrently with our performance. After fruitless expiry of the deadline set by us, we may withdraw from the contract. § Section 323 BGB shall apply accordingly.

If the customer defaults on part of his obligations, we shall be entitled, without prejudice to our other rights, to declare all our claims due immediately and to demand the return of the goods delivered by us by way of security. Subject to the assertion of further rights, in the event of default we shall be entitled to charge default interest in the amount of 9 percentage points above the respective base interest rate. Invoice corrections for returned goods and invoice corrections issued in accordance with the agreement can only be offset by the purchase of goods.

6. Deliveries:

The delivery periods and delivery dates are always only approximate and we will endeavor to adhere to them. An agreed delivery period shall commence on the day on which agreement on the order has been reached between the customer and us in writing. The delivery period shall be deemed to have been met upon notification of readiness for dispatch. It shall be extended - without prejudice to our rights arising from default on the part of the customer - by the period during which the customer is in default with his obligations to us under this or another contract.

We are permitted to make partial deliveries to a reasonable extent; partial invoices are permissible.

If we are prevented from making delivery due to force majeure, natural disasters, labor disputes, riots, energy shortages, work restrictions, failure of means of traffic and transport, embargo measures, attacks by third parties on the IT system despite compliance with protective measures within the scope of usual care, disruptions in our or our suppliers' operations or similar circumstances which could not have been avoided by us with reasonable care, we shall be released from our obligation to fulfill the contract for the duration of these circumstances. In such cases, the customer shall only be entitled to withdraw from the contract if the delay in delivery is unreasonable for him. In all other respects, the customer shall be entitled, without prejudice to the right of rescission pursuant to § 437 no.

2 BGB, the customer shall only be entitled to withdraw from the contract due to non-compliance with the delivery period if we are responsible for the non-compliance with the delivery period and the customer has previously set us a reasonable grace period in writing or the grace period is dispensable according to the statutory provisions.

If delivery becomes impossible due to such circumstances, our obligation to perform shall lapse. We may also refuse performance if the provision of the service requires an effort that is grossly disproportionate to the customer's interest in performance. The customer can only claim damages for delay in performance and in lieu of performance under the additional conditions of §§ 281, 282, 283 and 286 BGB. The burden of proof that we are responsible for the breach of duty shall be borne by the customer.

The risk shall pass to the recipient upon dispatch of the goods, even if carriage paid delivery has been agreed and even if the shipment is not made from the place of performance in accordance with these provisions. Loss and damage during transportation shall be borne by the recipient. Transport insurance shall only be taken out at the express request and expense of the customer and only if agreed in writing. If the goods are ready for shipment and acceptance or shipment is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for shipment by the customer. Notification by fax or e-mail is sufficient for this purpose.

Deliveries made available must be accepted immediately, at the latest within 8 days of the date of notification of readiness for dispatch. If the customer does not accept the goods after expiry of this period, we may, if we have set him a further deadline of at least 8 days, claim damages for non-performance or withdraw from the contract in whole or in part. In addition, we may charge storage costs. The same shall apply if the customer seriously refuses to accept the goods.

If we fail to meet the agreed non-binding delivery deadline by more than 14 days for reasons for which we are responsible and on condition that we receive correct and punctual supplies ourselves, we shall be deemed to be in default of delivery by issuing a written request for delivery. If we do not deliver within a specific and reasonable period even after receipt of a further reminder, the customer may withdraw from the contract or claim damages in accordance with Clause 9, provided that he declares in the reminder that he intends to refuse delivery after expiry of the deadline and declares his refusal in writing after expiry of the deadline. If partial delivery has already been made at this point in time, the customer's claims shall only extend to the undelivered part of the goods, unless only partial performance of the contract is unreasonable for the customer.

7. Complaints:

Unless a notice of defects is regulated by special agreement, in particular excluded by the fact that the customer must inspect and accept the goods before shipment, the following shall apply:

Notices of defects can only be asserted with regard to such complaints that were already present at the time of transfer of risk. This also applies to any special guarantees given in writing. In the case of recognizable defects, complaints can only be made in writing immediately, but at the latest within one week of receipt; in the case of hidden defects, complaints can only be made in writing immediately after recognition, but at the latest within 6 months of receipt. We are entitled to refuse to fulfill claims for defects if we have not been notified of them in good time and/or if we have not been given the necessary time and opportunity to inspect the goods and take the necessary measures. This shall not apply to the customer's rights of recourse in the context of the purchase of consumer goods.

If complaints are acknowledged by us, we shall provide subsequent performance at our discretion by either replacing or repairing the goods free of charge or refunding the equivalent value of the goods after returning the rejected parts carriage paid. The customer shall have no right to choose the type of subsequent performance. The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection.

If the subsequent performance fails repeatedly and if further attempts at subsequent performance are no longer reasonable for the customer, the customer's rights to withdraw from the contract and reduce the purchase price shall be revived. Claims for damages by the customer in addition to or instead of withdrawal and reduction are excluded. If we are in default with the rectification of a defect and this continues even after the expiry of a deadline set for us, the customer may rectify the defect himself or have it rectified by a third party and demand compensation from us for the costs to be borne in the context of the fulfillment of the claims for defects.

If the customer refuses possible and appropriate reworking, all warranty claims shall lapse. No independent warranty claims or time limits shall be established by the execution of the warranty.

If we deliver a defect-free item for the purpose of subsequent performance, the customer is obliged to return the delivered defective item to us on request, carriage paid and with transport insurance.

When ordering standard goods, instead of items of average type and quality, items of the standard that is expected for telquel orders according to commercial practice are owed. Complaints of defects can only be asserted if the lower quality of the stipulated type is not achieved.

If the purchaser has to take back an item sold by us as a result of its defectiveness or if a consumer as purchaser has reduced the purchase price, we shall reimburse the expenses which the purchaser had to bear in relation to the consumer if the defect asserted by the consumer already existed at the time of the transfer of risk to the purchaser.

However, claims for damages by the purchaser against us are excluded. § Section 377 HGB remains unaffected.

We do not assume any warranty for the usability of the goods for the purpose intended by the customer, unless the usability desired by the customer was the express purpose of the contract. Information, advice or recommendations regarding usability, compatibility and other performance characteristics are only binding for us if they have been expressly confirmed to the customer in writing.

Nuremberg-Fürth Regional Court, Ref.: 8 O 4100/12

8. Retention of title:

Our deliveries are made exclusively subject to retention of title. Ownership of the goods delivered by us shall not pass to the customer until all claims arising from the business relationship have been settled, even if payment is made for specifically designated goods. In the case of a current account, the reserved title shall be deemed security for our balance claim.

The treatment or processing of goods supplied by us shall always be carried out on our behalf without any liabilities arising for us. If the goods delivered by us are mixed or combined with other items, the customer hereby assigns to us his ownership or co-ownership rights to the mixed stock or new item and shall keep it in safe custody for us with the care of a prudent businessman.

The customer is entitled to resell the reserved goods in the regular course of business if it is ensured that the claim from the resale is transferred to us and the customer makes the written reservation that ownership is only transferred to its customers after full payment has been made to us. The customer must inform us immediately of any seizure of the goods or any other legal or actual interference by third parties and provide us with any documents required for legal defense.

If the customer sells the goods delivered by us, regardless of their condition, he hereby assigns to us all claims against his customers arising from the modification or sale until all our claims have been settled in full. The customer is authorized to collect these claims upon revocation at any time. The authorization to collect shall expire automatically - without the need for revocation - at the moment in which the customer or a third party files an application for the opening of insolvency proceedings against the customer's assets. The customer is obliged to keep the collected amounts separately for us and to transfer them to us immediately. At our request, the customer is obliged to inform the third party of the assignment and to provide us with the information and documents required to assert our invoice. If our claims are over-collateralized by more than 20% due to the above conditions, we shall be obliged to reassign them at our discretion at the customer's request.

Furthermore, we are entitled to demand immediate segregation of the goods subject to retention of title in the event of restrictions on the creditworthiness or credit standing of the customer and in the event of default of payment and to take measures to safeguard and realize our security rights without restriction. This includes, in particular, taking possession of the goods subject to retention of title and, for this purpose, having authorized persons enter the business premises of the customer. Requests for surrender, taking possession of goods subject to retention of title and the assertion of assigned claims and other rights are permissible without withdrawing from the contract.

9. Liability:

Claims of the customer other than those conceded in these terms and conditions, in particular claims for compensation for damages caused by and/or due to impossibility, delay, culpa in contrahendo, positive breach of contract, tort, breach of claims to and from executed warranty, are excluded, unless we, our legal representatives or vicarious agents are guilty of intent or gross negligence. In the event of gross negligence and in the event of the absence of a warranted characteristic or non-compliance with a guarantee promise and the resulting damage, our liability shall be limited to the damage foreseeable at the time the delivery contract was concluded. We can in no way guarantee to the customer that our suppliers or sub-suppliers will deliver on time and in accordance with the contract.

10. Packaging

According to § 15 para. 1 sentence 1 of the German Packaging Act, manufacturers and distributors of transport packaging (no. 1), sales and secondary packaging that does not typically accumulate as waste with private end consumers after use (no. 2), sales and secondary packaging for which system participation is not possible due to system incompatibility according to § 7 para. 5 of the German Packaging Act (no. 3), sales packaging containing hazardous substances (No. 4) or reusable packaging (No. 5) shall be obliged to take back used, empty packaging of the same type, shape and size as the packaging they have placed on the market free of charge at the place of actual delivery or in the immediate vicinity thereof for reuse or recycling. Unless otherwise agreed, the customer shall assume our take-back obligations in accordance with Section 15 of the German Packaging Act and shall ensure that the packaging is taken back and properly and professionally recycled. The costs incurred for taking back and recycling shall be borne by the customer.

11. Place of performance, place of jurisdiction:

The place of performance is the registered office of our company. The law of the Federal Republic of Germany shall apply to the exclusion of the rules of international sales law. The place of jurisdiction for merchants, with the exception of those sole traders whose business does not require a commercially organized business operation in terms of type and scope, as well as their legal successors, is our registered office. Otherwise, our registered office shall be the place of jurisdiction in the event that

a) the customer has moved his domicile or usual place of residence outside the territory of the Federal Republic of Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is brought.

b) the customer has no general place of jurisdiction in Germany.

12. final provisions:

The customer may only transfer existing rights against us to third parties with our consent.

The possible legal invalidity of individual provisions of these Terms and Conditions of Sale and Delivery shall not affect the validity of the remaining provisions. In this case, the wholly or partially ineffective provision shall be replaced by a corresponding agreement of a permissible type which comes as close as possible to the economic content of the ineffective provision or the ineffective part.

The customer may only transfer existing rights vis-à-vis us to third parties with our consent.