- Window sills
- Terrace flooring
- Balconies
- Facades
- Table tops
- Veneers
- Slat supports
- Laminated wood
- Industrial products
Terms and Conditions
Terms and conditions
of WERZALIT GmbH + Co. KG
(1) Our terms and conditions shall be exclusively applicable. We do not
recognise contradictory terms or terms deviating from our terms and conditions
or supplementary conditions proposed by customers, unless we explicitly agree to
such terms and conditions in writing.
(2) Our terms and conditions shall also
apply to delivery to the customer without reservation in such cases when we are
aware of contradictory terms or terms of the customer that deviate from our
specified terms and conditions.
(3) All agreements that have been concluded
between the customer and us for the purpose of fulfilling this contract have
been written into this contract. Supplementations or modifications to the
contract require the written form.
Our offer is without obligation if no other specifications have been made in the acknowledgement of order. A contract will not be concluded unless we confirm the order in writing or fulfil the order received from the customer based on our quotation.
(1) We are entitled to withdraw from the contract if we do not receive the
correct supplies nor do not receive them in good time unless we are responsible
for this.
(2) If we are entitled to withdraw from the contract in accordance
with Section (1), we shall be obliged to inform the customer immediately of this
fact and to compensate him at once for any return services or payments he has
made.
(1) Our operational instructions and installation guidelines must be adhered
to.
(2) We shall assume no liability for any damage resulting from
non-adherence to operational instructions and installation
guidelines.
(1) If no other provisions have been specified in the acknowledgement of
order, our prices are understood to be "ex works", excluding packaging, shipping
and insurance costs. Processing cost could be charged for small assignments in
accordance with prior agreement.
(2) The customer must pay the price which is
valid on the delivery day.
(3) The statutory value-added tax is not included
in our prices. The statutory VAT will be declared separately in the invoice on
the day of invoicing.
(4) If no other provisions have been specified in the
acknowledgement of order, the net purchase price must be paid (without
deduction) within 30 days from the invoice date.
(5) If the customer should
pay within 14 days from the invoice date, he shall be entitled to deduct 2 %
discount from the net amount invoiced.
(6) The customer shall only be
entitled to offset against a claim that is legally effective, uncontested or
accepted by us.
(7) We reserve the right to assign claims against the
customer to third parties.
(1) We are entitled to effect partial deliveries.
(2) If the delivery in
several consignments or on request has been explicitly agreed upon, we may
withdraw from the contract following expiry of a reasonable period of grace of
four weeks or demand payment of the agreed price against provision of all the
goods ordered, at the most, if the customer should refuse to accept or fail to
demand the deliveries in several consignments as agreed upon.
(3) The
customer must have completely demanded the goods ordered on request within a
period of six months, if no shorter deadline has been agreed upon. The order on
request must be received by us within an appropriate period prior to the
delivery date.
(1) Details relating to the delivery time are non-binding unless other
provisions have been explicitly arranged.
(2) The adherence to our obligation
to deliver presupposes the punctual and proper fulfilment of all obligations by
the customer. The right of objection to non-fulfilment of contract shall be
reserved.
(3) If the customer is in default of acceptance or is guilty of the
infringement of other obligations to cooperate, we shall be entitled; in as far
as damages are incurred, to demand compensation including any additional
expenses incurred. We reserve the right to pursue further claims.
(4) In as
far as the prerequisites from (3) are met; the risk of loss by accident or
accidental deterioration of the purchased goods is transferred to the customer
as soon as he is in default of acceptance or in default of payment.
(5) If we
are responsible for the exceedance of a delivery date, the customer is entitled
to withdraw from the contract after he has granted us an appropriate period of
grace, specified in writing, and this period has elapsed without rectification.
The appropriate period of grace must amount to four weeks at least.
(6) If we
are prevented from delivering due to force majeure, the delivery date shall be
extended by the duration of force majeure without further ado. The force majeure
is unpredictable and is equivalent to circumstances for which we hold no
responsibility but make the delivery unreasonably difficult or impossible, such
as labour disputes, measures defined by authorities, poor supply of raw
materials, operational breakdowns due to water, fire, machinery breakdown etc.,
irrespective of whether they occur on our premises or on the premises of our
suppliers. If the aforementioned circumstances should last for longer than four
months, we shall have the right to withdraw from the contract. On request of the
customer we are obliged to declare whether we will withdraw from the contract or
whether we will deliver within an appropriate deadline that we shall
define.
(1) If no other provisions have been made, we shall determine the method of
transport and transport route, without assuming the responsibility that these
will be the quickest and cheapest options.
(2) The risk is transferred to the
customer as soon as the goods leave the warehouse or the supplying plant and are
handed over to the forwarding agent. This also applies to partial deliveries. If
the customer refuses to accept the goods unjustifiably, or the delivery is
delayed due to reasons for which the customer is responsible or if the customer
fails to demand requested deliveries within the specified deadline, the risk is
transferred to the customer.
(3) The customer must pay the conventional
storage fee if the goods are stored on our premises. If the goods are stored on
the premises of third parties, the customer is obliged to pay the storage fee of
the third party.
(4) In the case of damage or loss of goods during transport,
the customer is obliged to make an assessment of damage or loss
immediately.
(1) The warranty rights of the customer presuppose that the latter has duly
fulfilled his obligations of inspections and complaints in accordance with § 377
HGB (German Commercial Code).
(2) If defects are detected in the purchased
goods, we shall be entitled to choose an option to either rectify the defect or
deliver a replacement for the defective item. If we choose to rectify the
defect, we shall be obliged to bear the necessary costs, in particular,
transport costs, travel expenses, labour and material costs, in as far as these
costs are not increased, and the purchased goods are not brought to a location
other than the location of application that was defined on conclusion of the
contract.
(3) If the remedy should fail, the customer shall be entitled to
demand withdrawal from the contract or a reduction in price, according to his
choice.
(4) We assume liability in accordance with statutory regulations in
as far as the customer has asserted claims for damages that result from intent
or gross negligence. If we have not brought about the infringement of the
contract through intent, the liability for the compensation of damage is,
however, restricted to anticipated, typical occurring damage.
(5)
Furthermore, we assume liability in accordance with statutory regulations in as
far as we have been culpable of a significant infringement of contract (cardinal
obligation). In this case the liability with regard to compensation of damage is
restricted to the anticipated, typical occurring damage.
(6) So far the
customer is entitled to claim for damages or compensation instead of
supplementary performances, our liability is restricted to the compensation of
anticipated, typical occurring damage.
(7) The liability for culpable loss of
life, bodily injury or impairment of health shall remain unaffected. This shall
also apply to the mandatory liability in accordance with the product liability
law.
(8) Liability shall be explicitly excluded in absence of provisions to
the contrary above.
(9) The statute of limitations in the case of a delivery
regress in accordance with §§ 478, 479 BGB (German Civil Code) shall remain
unaffected.
(1) The statute of limitations for defects is 12 months.
(2) In the case
of purchased goods, which have been used for a construction in accordance with
their normal field of application and have caused defectiveness in the latter,
the statute of limitations shall elapse after two years unless the person, who
has installed the purchased goods in the construction, has a responsibility
towards his contractual partner extending for a period of longer than two years
with regard to any defects in the purchased goods. In this case this period of
limitation shall apply, but not more than the period of limitation defined in §
438 Section Clause 2 lit. b BGB (German Civil Code).
(1) In absence of any provisions to the contrary above, claims for damage and
reimbursement of expenses of the customer (in the following: claims for damage),
irrespective of the legal ground, in particular due to infringement of
obligations from the contractual relationship and from tortious act, shall be
excluded.
(2) This shall not apply in cases of intent or gross negligence,
for liability due to death, bodily injury or impairment of health or due to
infringement of significant contractual obligations. The damage claim for the
infringement of essential contractual obligations is, however, restricted to the
foreseeable losses typical of the contract, except in cases of intent or gross
negligence or in event of death, bodily injury, or impairment of health. A
modification of the burden of proof to the detriment of the customer is not
associated with the aforementioned provisions.
(1) We reserve the right to retention of title to the purchased goods until
receipt of payment from a possible existing open current account relation
(business relationship) with the customer. The reservation applies to the
acknowledged balance. In the case of violation of the contract by the customer,
in particular in event of default of payment, we are entitled to take purchased
goods back. The taking back of the purchased goods by us shall constitute a
withdrawal from the contract. After the retraction of the purchased goods, we
are entitled to use of the goods. The utilisation proceeds shall be set off
against the accounts payable by the customer - minus reasonable utilisation
costs.
(2) The customer is obliged to take good care of the purchased goods.
In particular, he is obliged to adequately insure the purchased goods at their
replacement value against damage caused by fire, water and theft at his own
expense. If maintenance and inspection work is necessary, the customer must
carry this work out in good time at his own expense.
(3) In case of seizure
or any other intervention by third parties, the customer is obliged to inform
our company in writing immediately. Should the third party be unable to refund
the court costs and extrajudicial costs for a lawsuit in accordance with § 771
ZPO (German Code of Civil Procedure) third party- (revocation of seizure), the
customer shall be obliged to compensate us for this loss.
(4) The customer is
entitled to sell the purchased goods in the normal course of business
transactions. He hereby assigns us all claims to the value of the invoiced
amount (including VAT) that incur due to the resale to his customer or a third
party. This applies irrespective of whether the purchased goods are sold without
treatment or following treatment. The customer is authorised to collect the
amount receivable from the resale despite the assignment. Our authorisation to
collect this claim ourselves shall remain unaffected. We agree not to collect
the claim as long as the customer has fulfilled his contractual obligations
towards us, is not in arrears with payments, and, in particular, no petition is
filed for commencing arrangement or bankruptcy proceeding or cessation of
payment is given. If this should be the case, we may demand that the customer
discloses the claim assignment and the debtor in question. Moreover, we may
demand that the customer make known the ceded claims and debtors, hand over the
pertinent documents and give notice of cession of claims to the debtor (third
party).
(5) The processing or transformation of the purchased goods by the
customer is in each case performed for us. If the purchased goods are processed
jointly with other items not being our property, we shall then acquire the
co-ownership of the new item according to our proportion of the value of the
goods at the time of processing or transformation. Moreover, the same regulation
applies to the item produced by the processing or transformation as applies to
the goods delivered under reservation.
(6) If the purchased goods are
inseparably combined with other objects that do not belong to us, we shall
acquire co-ownership of the new products in the proportion of the value of the
purchased goods at the time of combination. If the combination is performed in
such a manner that the item of the customer is to be regarded as the principal
item, it shall then be agreed that the customer transfers to us the co-ownership
of the new item according to our proportion of the value of the item. The
customer shall hold sole ownership or co-ownership for us.
(7) The customer
shall also assign to us the receivables for securing our claims against him,
which are created against a third party by the combination of the purchased
goods with real property.
(8) At the customer's request, we are obligated to
release the collateral to which we are entitled if the value of the goods title
to which is retained and provided as security exceeds the total amount due to us
by more than 10 %. Our company is free to choose which securities it will
release.
(1) If we purchase or manufacture special pressing tools for the
manufacturing of goods for the customer, the customer shall bear the costs for
such tools. We commit ourselves not to employ these tools in manufacturing
processes for third party customers without the agreement of the customer; this
commitment shall end two years after the last application of the press tools for
the orders of the customer for whom the tools were procured or made.
(2) A
payment of half of the total costs is due on receipt of the order. The remaining
half must be paid following the delivery of the first outturn sample from this
tool without deduction.
(3) Any application exceeding normal use and
maintenance of the tool, e.g. modification, renewal of parts, overhauling, shall
be the responsibility of and paid by the customer.
In the case of special orders, for example, special varnishes, special decoration, special surface structures, we reserve the right to deliver a material surplus of up to 10 %. The material surplus delivered shall be paid by the customer.
We explicitly exclude the assumption of any warranty or liability for the construction of goods or parts that the customer himself has carried out. In particular, by the acceptance of an order commissioning the manufacturing of such parts, we shall not assume responsibility for the correctness of any construction based on or including the parts.
(1) The place of jurisdiction is our business location. However, we are also
entitled to sue the customer in his court of jurisdiction.
(2) The law of the
Federal Republic of Germany shall be applicable. The application of UN purchase
law shall be explicitly excluded.
(3) If no other provisions have been made
in the acknowledgement of order, our head office shall be the place of
performance.
All part numbers not designated with * on the order confirmation, delivery slip or invoice are 100% PEFC-certified under PEFC certification number 44 702 091354.