General terms and conditions
§1 General - scope of application
- Our terms of sale shall apply exclusively; we will not accept any conditions of the customer being contrary to or deviating from our sales conditions, unless we had explicitly agreed to their validity in writing. Our terms of sale shall also apply if we effect delivery to the customer unconditionally with knowledge that their terms and conditions conflict with or differ from our terms and conditions of sale.
- All arrangements that are met between the customer and us for the purpose of the execution of this contract are stipulated in writing in this contract.
- Our terms of sale only apply to companies within the meaning of §310 paragraph 1 BGB (German Civil Code).
§2 Offer - offer documentation
- If the order is to be qualified as an offer according to §145 BGB, we can accept this offer within 2 weeks.
- We reserve the ownership rights and copyrights on illustrations, drawings, calculations and other documents. This also applies for such written documents that are denoted “confidential”. Before disclosure to third parties, the customer requires our explicit written agreement.
§3 Prices – terms of payment
- Unless otherwise specified in the order confirmation, our prices are "ex works", excluding packaging, which will be billed separately.
- Our prices do not include statutory value added tax, which shall be indicated separately on the invoice at the statutory rate valid on the date of invoicing.
- The deduction of discount from the amount stated in the offer and order confirmation requires special written arrangement.
- Unless otherwise specified in the order confirmation, the purchasing price shall become due for payment net (without deduction) within 14 days from the date of invoice. In the case of individual exhibition stands or projects, 50% of the order value shall become due six weeks prior to construction or completion, and 50% with beginning of construction. The legal regulations shall apply pertaining to the consequences of default in payment.
- Customers are only entitled to make set-off claims if their counterclaims have legal validity, are undisputed or recognised by us. Furthermore, customers are entitled to exercise their right of retention only insofar as their counterclaims are based on the same contractual relationship. The prices quoted by us are based on material prices and labour costs, which are binding for a period of 12 months as from conclusion of contract. Increases in material and labour costs occurring after this period of time will be passed on to the customer. Customised work and change requests on the part of the purchaser, which are not included in the original order, will be charged separately. This also applies to all-inclusive orders. If this kind of work is carried out on a Saturday or over night, we are entitled to a surcharge of one to fifty per cent; if it is carried out on Sundays or holidays, we are entitled to a surcharge of 100 per cent based on the working price stipulated in the offer. For meetings convened by the customer, in addition to the expenditure of time, subsistence and accommodation expenses as well as travel costs will be charged at an appropriate amount. The customer shall be in default by receipt of a written reminder and, from this day on, has to pay default interest at the standard bank rate in addition to reminder charges at the fixed rate of EUR 5. If at all, bills of exchange and cheques are only accepted on account of payment, and not instead of payment. Early payment discounts are not permitted.
- If the required graphic files are not provided within 6 weeks after receipt of the order, we shall reserve the right to charge the entire order (system & graphics).
- In case of a withdrawal from the order prior to production, we shall reserve the right to charge a cancellation fee of 25% of the order value. After the commencement of production the full order value is to be paid.
- The invoicing practise occur by e-mail, according to §14 no. 1 and 3 UStG.
§4 Delivery time
- The commencement of any delivery period stated by us shall be subject to prior final clarification of all technical issues.
- Adherence to our delivery obligation presupposes the punctual and correct fulfilment of the customer’s contractual responsibilities. The plea of non-performance shall remain reserved.
- If the customer delays acceptance or culpably violates other obligations to cooperate, we will be entitled to claim compensation for damages up to that point, including possible additional expenditures. The right to additional claims shall be reserved.
- Provided that the conditions of par. (3) apply, the risk of a loss by accident or deterioration by accident concerning the ordered item will be transferred to the customer as soon as the customer is in default of acceptance or default of payment.
- Provided that the delay in delivery is due to an intentional or grossly negligent breach of contract on our part, we are liable for deliveries carried out directly by WWM or our employees in accordance with the statutory provisions.
- Provided that the delay in delivery is due to an intentional or grossly negligent breach of contract on our part, our liability for mistakes made by dispatch service providers commissioned by us (forwarding agencies, parcel service, courier, etc.) is limited to a maximum of triple the amount of the cargo (forwarding expenses). The customer is to assert any further claims for compensation directly towards the dispatch service provider commissioned. In such cases, WWM assigns the claim to the customer.
- We are also liable in accordance with the statutory regulations, insofar as the delay in delivery is due to a culpable violation of a major contractual obligation; in this case, however, our liability to compensate for damage is limited to the predictable, typically occurring loss.
§5 Transfer of risk - packing charges
- Unless otherwise specified in the order confirmation, delivery "ex works" shall be deemed agreed.
- Separate agreements apply for the return of packaging.
- If requested by the customer, delivery will be covered by transport insurance. Costs incurring by this insurance have to be paid by the customer.
§6 Liability for defects
- Warranty claims asserted by the customer shall be subject to him/her having properly fulfilled the inspection and notification obligations in accordance with § 377 HGB (German Commercial Code). If the purchased item contains a defect, according to his own choice, the customer is entitled to subsequent performance in the form of removal of the defect or in the form of delivery of a new defect-free product. Should this supplementary performance fail, the customer is entitled to either cancel the contract or demand a reduction of price.
- We are liable in accordance with the statutory regulations, if the customer asserts claims for compensation due to intent or gross negligence, including intent or gross negligence on the part of our representatives or our agents. Provided that we are not accused of deliberate breach of contract, our liability for damages shall be restricted to foreseeable, typically occurring damage.
- Provided that we culpably violate an important contractual obligation, we are liable in accordance with the statutory regulations; in this case, however, our liability for damages shall be restricted to foreseeable, typically occurring damage.
- Liability on the grounds of culpable harm to life, body or health is unaffected; this applies also to the liability mandated under the German Product Liability Law (Produkthaftungsgesetz).
- Unless expressly agreed otherwise above, liability shall be excluded.
- The limitation period for claims arising from defects is 12 months, commencing from transfer of risk.
- The limitation period in the case of delivery recourse under §§ 478, 479 BGB (German Civil Code) remains unaffected; this limitation period is five years as from delivery of the defective goods.
- Unless otherwise agreed, we grant a guarantee on graphics regarding accuracy of colour reproduction for a period of 30 days after delivery.
§7 Joint liability
- Liability for damages extending further than prescribed in §6 is excluded - irrespective of the legal nature of an asserted claim. This applies in particular to damage claims due to default on contract execution, or due to other breaches of duty, or due to claims for offenses under § 823 BGB (German Civil Code).
- The definition of par. (1) also applies if instead of a claim for damages the client requests compensation for useless expenses rather than the performance of services.
- Provided that the liability for damages towards us is excluded or limited, these provisions shall also apply with regards to personal liability among our employees, workers, collaborators, representatives and agents.
§8 Retention of title
- We reserve the property title of the merchandise until final settlement of all payments stipulated in the delivery agreement. In the event of a breach of contract on behalf of the customer, especially a delay in payment, we are entitled to retract the item of sale. The act of retracting the item of sale on our part results in a cancellation of the contract. After retracting an item of sale, we shall have the right to reuse it otherwise, whereby the sale proceeds will - after the deduction of reasonable realisation costs - be credited towards the customer's liabilities. We also reserve title to ownership of the rights on all proposals, texts, draughts and drawings or models. The assignment of property rights and copyrights shall require our written consent, just as reproduction and reconstruction.
- The customer is obligated to handle the purchased item with care; in particular, he is obligated to sufficiently insure it at the original value and at his own cost against damage caused by fire, water and theft. Insofar as maintenance and inspection work is necessary, the customer must conduct this at his own expense on a timely basis.
- In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing so that we may file a suit in accordance with §771 ZPO (German Code of Civil Procedure). Should the third party not be capable of refunding us with the cost of the action in and out of court according to §771 ZPO, the customer shall be liable for our loss.
- he customer is entitled to resell the purchased goods in the proper course of business; however, he thereby forfeits all claims upon us to the amount of the final invoice total (including VAT) which arise from the resale to his client or third parties, regardless of whether the purchased goods have been resold with or without further processing. The customer remains entitled to assert this claim even after having assigned the claim. Our authorisation to collect the claim ourselves shall remain unaffected by this. In particular, provided that no bankruptcy, composition or insolvency proceedings have been filed or cessation of payments occurs, we shall, however, undertake to refrain from collecting the claim as long as the customer meets his payment obligations from the proceeds received and he does not fall into arrears. If this is the case, however, we can require that the customer makes known to us immediately the claims assigned and their debtors, including all information required for collection purposes, providing us with all records necessary in this context, and informing the debtors (third parties) of the assignment of claims.
- The processing or alteration of the item on behalf of the customer is always carried out for us. If the purchased goods are processed together with other items not being our property, then we acquire co-ownership of the new items based on the value of the purchased goods (total sum invoiced, including VAT) in relation to the other objects processed at the time of processing. Besides, the same applies to the item produced as a result of this processing as to the purchased goods delivered with reservation.
- If the goods are mixed with other items not belonging to us, we acquire co-ownership of the new item based on the value of the purchased item (total sum invoiced, including VAT) in relation to the mixed items at the time of mixing. If mixing is performed in such a manner that the item of the customer is to be regarded as the principal item, it is deemed agreed that the customer transfers to us a prorated co-ownership. The customer will hold the sole or co-ownership that has thereby arisen for us.
- As security for our claims against him, the customer shall also assign to us claims, which he has acquired vis-à-vis third parties as a result of connecting the purchased item to a property.
- On request of the customer, we undertake to release the securities to which we are entitled, provided that the realisable value of such securities exceeds the value of our claims by more than 10 %; the choice of securities to be released shall lie with us.
§ 9 Place of jurisdiction and fulfilment
- Provided that the customer is a merchant, the place of jurisdiction is our registered place of business; however, we shall be entitled to bring action against the customer at a court in his area of residence.
- The law of the Federal Republic of Germany shall apply; the provisions of UN sales law shall be excluded.
- Unless otherwise specified in the order confirmation, our registered place of business is the place of fulfilment.