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International Terms of Delivery of WDM Deutenberg GmbH

I. Validity

1. These International Conditions of Sale and Delivery apply to all customers whose relevant place of business is not in Germany. For customers established in Germany, the Terms and Conditions of Sale and Delivery of WDM Deutenberg GmbH shall apply, which will be sent on request. In each case, the branch office that concludes the contract in its own name shall be decisive. These Terms and Conditions shall apply to the present and all subsequent contracts which predominantly involve the delivery of goods to the customer.

2. We shall not be bound by any conflicting or deviating terms and conditions of the customer, even if we do not expressly object to them or provide services or accept services from the customer without reservation regardless of any conflicting or deviating terms and conditions of the customer. Similarly, we shall not be obligated to the extent that the customer's terms and conditions deviate from any statutory provisions, irrespective of the content of these terms and conditions.

3. The written form within the purpose of these Terms and Conditions shall be complied with by the text form (electronic correspondence or telefax letter).

II. Conclusion of the Contract

1. Orders shall be made in writing. If the order differs from our offer, the customer shall specifically accentuate the differences as such.

2. All orders accepted by us become effective exclusively through our written order confirmation. Preparations for the performance of the contract or other conduct on our part do not justify the customer's reliance in the conclusion of the contract. We may issue the written order confirmation within 14 days after we have received the order. Until this time, the order is not revocable by the customer.

3. Our written order confirmation shall be considered to have been received by the customer in due time if it is received within 14 calendar days after its printing date. The customer shall inform us immediately of any delayed receipt.

4. Our written order confirmation of the order shall be decisive for the scope of the entire contract and shall lead to the conclusion of the contract even if - except for the purchase price and specification of the goods - it deviates from the declarations of the customer in any other way, namely also with regard to the exclusive application of these International Conditions of Sale. Special requests of the customer, in particular warranties or guarantees concerning the quality of the goods or the performance of the contract, require our written confirmation. Irrespective of the nature and extent of the deviations, the contract shall not be concluded if the customer specifies his complaints in writing and the corresponding letter is received by us no later than seven days after receipt of the written order confirmation.

III. Goods, Delivery

1. The quality of the goods and other obligations assumed by us shall be determined exclusively by the content of the order confirmation and any further written agreements made with the customer. The customer shall inform us of any special conditions of use of the goods to be delivered, in particular if they are not intended to be exclusively suitable for normal use or to be used under unusual conditions or conditions constituting a particular risk to health, safety or the environment.

2. We shall not be obligated to bear any duties occurring outside of Groß Pankow/Germany or to comply with any measuring and weight systems, packaging, labeling or marking regulations or certification obligations applicable outside of Groß Pankow/Germany. The goods comply with the regulations of the Federal Republic of Germany, unless otherwise stated in the order confirmation.

3. Agreed delivery times are subject to the condition that the customer provides the documents to be obtained by him (permits, drawings, releases, licenses, plans), etc., complies with his payment obligations and fulfills all other obligations imposed on him in due time. The agreed delivery periods shall commence on the date of our written order confirmation. We are entitled to deliver ahead of schedule.

4. Without waiving any further statutory rights, we shall be entitled to fulfill contractual obligations after the specified deadline if we inform the customer of the exceeded deadline and notify him of the period for subsequent performance. The customer may contradict to the subsequent performance within a reasonable period of time if it is unreasonable for him. The objection must be received by us before the start of the subsequent performance.

5. Unless otherwise agreed, we deliver ex works (Incoterms 2020). The type of packaging depends on the individual agreements with the customer. If no such agreements are made, we shall pack the goods according to our best judgment and in a manner that is as resource and environmentally friendly as possible. We are not obliged to take back the packaging.

6. If there is concern that the customer will not fulfill its obligations in whole or in part in accordance with the contract, we are entitled to suspend performance. This shall apply in particular if the customer only insufficiently fulfills his payment obligations towards us or third parties or pays with delay or if the limit set by a credit insurer is exceeded or will be exceeded with the delivery by us. Instead of suspending performance, we shall be entitled, at our own discretion, to demand that the already confirmed delivery be subject to the opening of a confirmed letter of credit from a reputable credit institution or that advance payment be made.

IV. Prices and Terms of Payment

1. Prices stated in our order confirmation are decisive.

If list prices apply to the product, we shall charge the list price valid at the time of delivery.

2. Payment is due according to the individual agreement of the order confirmation.

3. The customer assures that he fulfills the requirements for a tax free delivery from a German perspective.

4. If the customer is in default of payment, he shall pay interest at 9 percentage points above the prime rate of the ECB from the beginning of the default on the outstanding amount.

5. Legal rights of the customer to offset against our claims are excluded unless the counterclaim is in the same currency, is based on the customer's own right and is either legally established or due or undisputed or has been acknowledged by us in writing.

6. The customer shall not be entitled to exercise a right of retention unless we have materially breached obligations resulting from the same contractual relationship despite written warning and have not offered adequate security.

V. Goods Contrary to Contract or Defective in Law

1. The goods shall be deemed to be in breach of contract if the customer proves that, taking into account the provisions in Clause III.1. at the time of the passing of risk, they deviate significantly in terms of quantity, packaging, quality or type from the requirements agreed in the written order confirmation or - in the absence of agreed requirements - are not suitable for the purposes of use customary in 16928 Groß Pankow/Germany. If the goods are not in conformity with the contract according to the provisions applicable in 16928 Groß Pankow/Germany, they shall nevertheless be in conformity with the contract as long as the legal provisions applicable at the customer's place of business do not conflict with their use and suitability for use.

2. The customer shall inspect the goods in accordance with the statutory provisions and check them for any recognizable and typical lack of conformity with the contract.

3. Notwithstanding any further legal exclusions or limitations of our responsibility, the goods shall be defective in title if the customer proves that they were not free from enforceable rights or claims of third parties at the time of the passing of risk. Rights or claims of third parties based on industrial or other intellectual property can only constitute a defect of title if these rights are registered and published in Germany. Even if the goods should have defects of title under German law, these shall be immaterial and shall not give rise to any claims by the customer if the defect of title does not prevent the use of the goods and their suitability for use/processing at the place of use.

4. The customer shall notify any lack of conformity with the contract and any defect of title without undue delay. After due notice he may avail the remedies provided for in these international Conditions of Sale. He shall not be entitled to any further claims. The customer's remedies for defects of title shall be time-barred according to the same provisions as the claims for defects of quality.

5. If the customer has remedies under the provisions of these International Conditions of Sale and Delivery for delivery of non-conforming goods and/or goods with defective title, he may, in accordance with the CISG, require us to rework the defect or to deliver a replacement or to reduce the price for the goods, but he shall have no further claim to performance. We shall be entitled to repair or replace goods that are not in conformity with the contract.

6. Claims of the customer due to defects expires 12 months after delivery of the products.

VI. Cancellation of Contract

1.The customer can only demand the cancellation of the contract if the legal requirements for this are fulfilled, if he has threatened us with the cancellation of the contract in writing and a reasonable period of grace set for us has expired without result. If the customer claims replacement delivery, rework of defects or other performance, he shall be bound to this remedy for a reasonable period of time without being able to annul the contract.

2. Notwithstanding any further statutory rights, we may cancel the contract in whole or in part without compensation if the customer objects to the application of these International Conditions of Delivery, if the written order confirmation is received by the customer more than 14 days after its date of printing, if insolvency proceedings relating to the assets of the customer are applied, if the customer fails to meet material obligations towards us without justifiable cause, if the customer has provided inaccurate information regarding its creditworthiness or if, for other reasons, non-performance of payment obligations by the customer is to be expected according to commercial judgement. In addition, a cancellation of the contract is permissible if we ourselves are not supplied on time or correctly or if the fulfillment of our performance obligations is no longer possible for us for other reasons under reasonable conditions.

VII. Damages

1. We shall only be liable to pay damages in accordance with the following provisions:

  • i) The customer shall primarily exercise other remedies and may claim damages only for remaining deficiencies, but not in substitution for other remedies.
  • ii) We shall not be held liable for the conduct of suppliers or subcontractors or for damage contributed to by the customer.
  • iii) We shall not be held liable for damages in the event of disruptions caused by force majeure events.
  • iv) Apart from that, we shall only be liable if our executive bodies or our vicarious agents violate contractual obligations towards the customer intentionally or by gross negligence.

2. In the event of liability for damages, only the foreseeable damage typical for the contract shall be compensated. The customer must inform us in writing of special risks, atypical damage possibilities and unusual damage amounts before conclusion of the contract.

3. We are not liable for lost profits and non-material damage.

4. The amount of damages due to delayed or non-delivery shall be limited to 0.5% for each full week of delay, up to a maximum of 6%, and due to other breaches of duty to 200% of the value of the part of the performance not in conformity with the contract. This shall not apply in the event of intentional or major negligence on the part of our statutory directors or executive employees.

5. The limitation of liability shall furthermore not apply in the event of bodily injury, damage to health or injury to life.

6. Any recourse against our employees, representatives and vicarious agents for breach of contractual obligations owed to us shall be excluded. Likewise excluded is recourse to any other competing legal basis for claims.

VIII. Other Regulations

1. The products shall remain our property until all our claims against the customer have been settled. We reserve the property rights, copyrights and all other industrial property rights as well as rights from know-how to all illustrations, drawings, calculations and other documents as well as software made available to the customer in physical or electronic form.

2. The place of performance, payment and fulfillment for all obligations arising from the contract with the customer is Groß Pankow/Germany. The agreement of Incoterms does not imply any change of these rules of performance.

3. The legal relationship between the customer and us shall be governed by the United Nations Convention on Contracts for the International Sale of Goods of 11th April 1980 (UN Sales Convention/CISG) and the customs applicable in Groß Pankow/Germany. Outside the validity of the UN Convention on Contracts for the International Sale of Goods, German non-unified law shall apply.

4. All disputes arising out of or in connection with the contractual relations between the customer and us shall be finally settled in accordance with the Rules of Arbitration of the “Deutschen Institution für Schiedsgerichtsbarkeit e.V.” (DIS), excluding the ordinary courts of law. The place of arbitration shall be Frankfurt. The language of the arbitration proceedings shall be English. The number of arbitrators shall be one for a value in dispute of up to EUR 100,000 and three for values above EUR 100,000.

IX. Date Protection

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