Terms of service
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General Terms and Conditions
1. General
1.1
The following Terms and Conditions apply to commercial transactions
with traders and public-law institutions or special funds under public
law within the meaning of § 14 (BGB) of the German Civil Code
(Bürgerliches Gesetzbuch) on transactions over the web shop of the
company witeg Labortechnik GmbH.
Our General Terms and Conditions apply exclusively. Via a link, our clients can view them and save them as PDF file.
1.2 The customer’s General Terms and Conditions of Business are excluded unless we have expressly recognized them.
2. Price agreement
2.1 Our prices are ex works (plus statutory VAT if applicable).
2.2
Packing, transport, freight and insurance costs are for the customer’s
account. Extra expenses of €15.00 will be invoiced on orders with a
value of less than € 100.00.
3. Payment
3.1 Generally,
we offer the payment methods „Payment in advance“ and „Invoice“ . In
our online shop, we additionally offer the payment method „credit card”.
We reserve the right to refer to one individual payment term for each
individual order. Payments via check or bill of exchange are not
accepted. Possible costs for the money transaction are to be borne by
the payer (customer).
3.2 Payments must be made without deduction of any cash discount or other deductions (plus statutory VAT if applicable).
3.3
If payments are late, we will invoice interest on such late payments at
the level allowed by law. The assertion of additional claims for
compensation is not excluded.
3.4 Claims arising from the contractual relationship may only be assigned by the customer with our express written consent.
4. Retention of title
4.1
The delivery item remains the property of the seller until all claims
against the customer arising from the business relationship have been
fulfilled.
4.2. The customer is allowed to process or transform the
delivery item ("processing"). The processing is done for the seller;
however, if the value of the delivery item belonging to the seller is
less than the value of the goods not belonging to the seller and / or
the processing, the seller acquires co-ownership of the new product in
proportion of the value (gross invoice value) of the processed delivery
item to the value of the remainder processed goods and / or processing
at the time of processing.
If the seller does not acquire ownership
of the new goods according to the above written, seller and customer
agree that the customer grants the seller the co-ownership for the new
goods in proportion of the value (gross invoice value) of the delivery
item belonging to the seller to that of the remaining processed goods at
the time of processing. The above written sentence applies mutatis
mutandis in case of goods are mixed or processed with good not belonging
to the seller. As far as the seller acquires ownership or co-ownership
under this clause 4 (Retention of title), the customer shall store it
for the seller with the care of a prudent businessman.
4.3. In case
of the sale of the delivery item or the new goods, the customer hereby
assigns his claim from the resale against his buyer with all ancillary
rights to the seller as a precaution, without the need of any further
special explanations. The assignment includes any outstanding claims.
However, the assignment only applies to the amount corresponding to the
price invoiced by the seller for the delivery item. The portion of the
claim assigned to the seller is to be settled preferentially.
4.4. In
case the customer combines the delivery item or the new goods with
estates, without the need of any further special explanations he also
assigns his claim which is his due for this connection, corresponding to
the amount invoiced by the seller for the price of the delivery item.
4.5.
Until canceled, the customer is entitled to collect the claims assigned
to the seller under this clause 4 (Retention of title). The customer
will immediately forward payments made on assigned claims up to the
amount of the secured claim to the seller. In case of legitimate
interests especially, delay or stoppage of payment, the opening of
insolvency proceedings, bill protest or reasonable indications of a debt
overload or an impending illiquidity of the customer, the seller is
authorized to withdraw the customer’s collection authority. Furthermore,
the seller is allowed, upon prior warning subject to a reasonable
period, disclose the assignment for security, claim the assigned
outstanding accounts as well as demand the disclosure of the assigned
outstanding accounts from the customer to his client.
4.6. In case
of substantiation of a legitimate interest, the customer must provide
the seller with any information needed for the assertion of his rights
against the buyer and must handover the necessary documents.
4.7.
During the existence of the retention of title, pledges or chattel
mortgages are prohibited to the customer. In case of distraints,
confiscation or other orders or interventions by third parties, the
customer has so inform the seller immediately. The resale of the
delivery article or the new goods is only allowed to resellers in
regular transactions and only allowed on condition that the payment of
the delivery items equivalent value will be made to the customer. The
customer has to agree with his buyer that the buyer will only have and
hold the ownership with the payment.
4.8. As far as the realizable
value of all security interests to which the seller is entitled exceed
the amount of all secured claims by more than 10 %, the seller will, by
request of the customer, release a corresponding part of the security
interests. It is assumed that the conditions of the sentence above are
met if the estimated value of the securities entitled to the seller
reaches or exceeds 150% of the value of the secured claims. The seller
is entitled to the choice regarding the approval between different
security interests.
4.9. In case of breaches of duty, especially in
default in payment, the seller is entitled, even without deadline, to
demand the return of the delivery item or the new goods, and/or – if
necessary after a deadline – to withdraw from the contract; the customer
is obliged to return the goods. In case to return the delivery item /
the new goods, it will be no notice of repudiation of contract, unless
it is explicitly stated.
5. Supplies and services
5.1 Partial deliveries are permitted to a reasonable extent. We may invoice partial payments to a reasonable degree.
5.2
The delivery route, delivery method, packaging and other protection for
deliveries are at our option. Transport risks are borne by the customer
in all cases. We are entitled, but not obliged, to insure deliveries in
the name and for the account of the customer.
5.3 The customer must
arrange for any visible damage and/or loss to be recorded in writing by
the carrier immediately on receipt of the goods and claims asserted.
6. Transfer of risk and place of performance
6.1
We bear the risk up to the time when the goods are handed over to the
mail service or to the carrier or to the company charged with organizing
the transportation.
6.2 Place of fulfillment for customers who are
traders or public-law institutions or special funds under public law, is
for deliveries in our factory 2 in Wertheim, for payments our business
location factory 1.
7. Time limits
7.1
If the customer should be in breach of his obligations of cooperation
(e.g. by failure to call off the goods in good time and refusal to
accept them), we are entitled, at the end of a grace period which has
elapsed without performance being made, to take the necessary steps
ourselves and deliver the goods or to withdraw from that part of the
supply contract where performance has not yet been made. Our right to
require compensation for breach of duty and compensation in lieu of
performance is unaffected hereby.
7.2 In the case of goods which we
supply but do not manufacture ourselves, supply is subject to timely and
correct deliveries to ourselves unless we are responsible for the late,
incorrect or short delivery.
7.3 Force majeure events extend the
delivery time commensurably and entitle us to withdraw from the contract
in whole or in part. Strikes, lock-outs, disruption of operations or
other unanticipated circumstances for which we are not responsible and
which materially impede delivery or render delivery impossible are of
equal ranking with force majeure. This also applies if the
above-mentioned circumstances occur during a delivery delay or at a
supplier.
8. Liability for defects
8.1
Claims for defects do not exist for insignificant deviation from the
agreed appearance and workmanship or for insignificant impairment of
serviceability.
8.2 Guarantees relating to the character and
durability of the goods which are supplied are only deemed to be
accepted to the extent that we have expressly recognized the guarantee
in writing as such, insofar as we have declared such a guarantee.
Guarantees which our suppliers have made in written guarantees, in
relevant publicity or in other product documentation, are not made by
us, as far as we did not appropriate them.
8.3 For customers which
are traders, applies the inspection obligation and the requirement to
make a complaint in respect of a defect immediately on receipt of the
goods of § 377 (HGB) German Commercial Code (Handelsgesetzbuch). For
public-law institutions or special funds under public law apply the
regulations of § 377 (HGB) German Commercial Code (Handelsgesetzbuch)
respectively.
8.4 If the goods which were delivered should exhibit
defects or if they fail to comply with a warranted property, we will, at
our option, either rectify the defect free of charge within a
reasonable period by means of a repair or replace the goods by
defect-free goods (subsequent performance).
8.5 If subsequent
performance should fail or if subsequent performance is not made within a
reasonable grace period imposed on us by the customer, the customer may
require a reduction in the price or withdraw from the contract. The
purchaser cannot require reimbursement for his expenses incurred to no
effect.
8.6 Claims by the customer for expenditure necessary for the
purpose of subsequent performance (Clause 8.4) or reversal after
withdrawal from the contract (Clause 8.5), especially transportation,
shipping and handling, labour and material costs are excluded in so far
as the expenditure arose because the goods were installed in a location
difficult to access. The same applies mutatis mutandis if the goods
which were delivered were installed in a location outside the Federal
Republic of Germany.
8.7 Damage which occurs through incorrect or
defective installation, commissioning, handling, operation or
maintenance or through the use of unsuitable apparatus or apparatus
other than the specified apparatus do not give rise to any grounds for
claims for defects.
8.8 The time limits specified by law for the
assertion of claims for defects apply. The time period commences on the
day of our delivery. In the event of the loss of life, bodily injury or
impairment of health and in the case of intentional or gross neglect of
duty on our part and in the event of fraudulent concealment of a defect
or if properties have been warranted, the normal statutory prescription
periods apply.
8.9 For the remainder, Clause 10 applies for claims for compensation. Additional claims by customers for defects are excluded.
9. Spare parts / maintenance / repairs / calibration
The
supply of spare parts is limited to the period of 5 years after
completion of delivery. Repairs up to the value of € 100.00 will be made
without a cost estimate.
10. Compensation
10.1
We accept liability for compensation and reimbursement of expenditure
incurred to no effect (§ 284 (BGB) of the German Civil Code) for reason
of breach of contractual or non-contractual obligations (e.g. for reason
of default or tortious acts) only in the case of deliberate action or
gross negligence; in the case of culpable loss of life, bodily injury,
fraudulent concealment of a defect or acceptance of a warranty as to
properties or under the German Product Liability Act
(Produkthaftungsgesetz) we only accept liability for personal loss or
for damage to property in the case of objects used for private purposes.
10.2
In addition we accept liability for breach of material contractual
obligations also in the event of ordinary negligence. However, in this
case our liability is limited to damage which could have been reasonably
foreseen at the time of the conclusion of the contract and which is
typical under the contract.
10.3 In the case of loss caused by delay
and in the event of ordinary negligence, we only accept liability
amounting to 5% of the purchase price agreed with us.
10.4 The purchaser must inform us without delay and in writing of any imminent consequences of default.
10.5 No change in the burden of proof to the disadvantage of the customer is associated with the above provisions.
11. Packaging material
We
will only accept return of packaging material in so far as we are
obligated to do so under the German Packaging Regulations
(Verpackungsverordnung) or other statutory requirements.
12. Offsetting and retention
The
customer is only entitles to the enforcement of a right of retention or
to refuse performance due to counterclaims of the customer to the
amount of any existing costs for the remedy of defects or completion
which are undisputed, legally established or ready for the decision
making process counterclaims from the same contractual relationship.
13. Final provisions
13.1
The place of jurisdiction is Wertheim in so far as the client is a
trader or a public-law institution or special funds under public law.
However, we are at liberty to take legal action before the court
competent for the customer’s registered office.
13.2 If a provision
in these General Terms and Conditions of Business or in other agreements
between the customer and ourselves should be or become invalid, the
validity of all other provisions or agreements is unaffected thereby. If
a provision of these contractual terms and conditions is invalid, after
taking into account the other provisions this provision is to be
replaced by a valid provision which comes closest to the economic
purpose of the invalid provision.
13.3 This contract is governed
exclusively by the law of the Federal Republic of Germany. International
law, including international conventions on the cross-border sale of
goods, is excluded.
AGB web shop for entrepreneur customers and public-law institutions or special funds under public law, Build: 08.11.2022