All business transactions with merchants and legal entities under public law are exclusively governed by the following terms and conditions. Deviating agreements are only valid if expressly confirmed in writing by Walter Winter Verbindungstechnik GmbH & Co. KG (hereinafter referred to as the “Seller”).
Our offers are non-binding. The Seller reserves the right to make further developments, improvements, and model changes. Orders are only considered accepted when confirmed in writing by the Seller, regardless of whether they are accepted directly, by phone, in writing, or via a representative. Our offers and suggestions are non-binding – it is the Buyer’s responsibility to review them carefully. We do not guarantee that the ordered design is suitable for the intended purpose. Specially prepared offers are valid for 1 month. Offer documents, drawings, descriptions, samples, and cost estimates may not be shared, published, copied, or otherwise made accessible to third parties without the Seller’s permission. Upon request, all documents must be returned without retaining copies.
Objections to our order confirmation must be raised immediately, but no later than within 2 days of the issue date, in writing. Later objections will not be considered. The Buyer cannot withdraw from the purchase agreement. This does not affect the right to rescind under Section 10, Paragraph 3. Acceptance tests may only be requested if explicitly agreed upon in the contract. The Buyer’s terms and conditions do not bind the Seller, even if the Seller does not explicitly object to them. Information in offers and/or order confirmations that is based on obvious errors, especially typographical or calculation errors, is not binding. The intended declaration shall apply instead.
Prices on the day of delivery are binding. Prices are quoted in Euros ex works or warehouse, excluding VAT, packaging, customs, shipping, and insurance. Additional services are charged separately. Insurance against transport damage will be taken out at the Buyer’s expense and risk. Discrepancies from the shipping note or invoice must be reported in writing on the same day the goods are received. The relevant date is the sender’s date on the complaint. Only the written order confirmation is decisive for the scope and content of the contract. Side agreements and changes are valid only if made in writing, including verbal or telegraphic amendments. Agreed order changes entitle the Seller to charge additional costs or require reimbursement of reduced costs. Offer prices apply for orders within a 1-month offer period. For scheduled orders, prices are binding for two months; price increases may apply afterward due to cost changes. In the event of price disputes, the prices valid on the delivery or readiness date shall apply. Additional costs due to specific customer requests (e.g., delivery on weekends, night shifts) may be invoiced separately. This applies even for fixed-price orders if delivery times are not clearly defined.
Invoices are payable immediately and without deduction. In the event of late payment, interest at least 3% above the current German Bundesbank discount rate will be charged. Assembly, freight, and packaging costs must be paid net without discount. The Seller may reject checks or bills of exchange. Acceptance is always on account of performance. Discount and bill fees are payable by the Buyer. If the Buyer’s creditworthiness becomes doubtful (e.g., check bounced or payment default), all outstanding amounts become due immediately. The Seller may then demand advance payments or securities. Deliveries will only be made COD including freight and packaging. If insolvency is filed, the Seller may withdraw from unfulfilled parts of the contract. The Seller may apply payments to older debts first and inform the Buyer accordingly. Payments will be offset against costs, interest, and then principal. In case of default, legal default interest applies. The Seller reserves the right to claim further damages. Offsetting by the Buyer is excluded unless the counterclaim is legally established or undisputed.
Risk transfers to the Buyer upon leaving our plant or warehouse, or upon handover to the carrier, even for free delivery. For pickup, the risk passes when goods leave our premises. Transport damage must be reported in writing on the day of discovery. Weights and quantities at the time of shipping are decisive. Free delivery means free wagon access on a drivable road; unloading is the Buyer’s responsibility. Without specific instruction, shipping method is chosen at Seller’s discretion and risk is excluded (unless gross negligence or intent). If shipping is delayed at Buyer’s request, risk transfers upon notification of readiness. After one week, the Seller may invoice and charge for storage. Insurance is available at Buyer’s request and expense.
Delivery times are subject to agreement. Binding or non-binding dates are set in the written order confirmation. Delivery times are approximate. Delays of up to 3 months do not entitle the Buyer to compensation. Default occurs only after a 6-week written grace period. Penalties for delays are excluded. The Seller is only liable for delays if caused by gross negligence or intent. Force majeure, supplier delays, strikes, and regulatory issues release the Seller from delivery obligations for the duration and extent of such disruptions. § 376 HGB and § 361 BGB fixed-date provisions are excluded. For call orders, notice must be given at least 6 weeks in advance. For custom machinery, deadlines only apply if specifically agreed upon.
Goods remain Seller’s property until all claims are settled. Pledging or transferring as security is prohibited. In regular business operations, resale above cost price is permitted; claims arising are assigned to the Seller. The Buyer must reserve title in case of resale. Processing is done on behalf of the Seller free of charge. The Seller gains co-ownership of new products based on the value ratio. In case of full ownership, co-ownership is transferred to the Seller. In cases of resale with other goods, assignment applies proportionally. If installed in third-party property, compensation claims are assigned to the Seller. If installed in the Buyer’s property, claims from resale are assigned. If the Buyer fails to meet obligations, the Seller may demand the return of goods after a grace period. Upon fulfillment, the goods will be returned. This does not apply to consumer installment purchases.
Properly ordered goods are not accepted for return. Any storage, transport, or return costs are borne by the Buyer, at a minimum of 15% of the purchase price.
We provide a 12-month or 2,000-hour warranty (whichever comes first) on machines/devices. For third-party components, only if our supplier provides coverage or we missed defects due to gross negligence. Warranty applies only if devices are used as per instructions and unmodified, including original parts. Warranty is void if the Buyer cannot disprove misuse as the cause of defect. Wear and tear are excluded. All payments must be settled before warranty claims. Defects will be resolved via repair or replacement at our location. Return shipping is at Buyer’s cost. Replaced parts become our property. If replacement fails, the Buyer may request a reduction or cancellation. We are only liable for direct damage in cases of gross negligence or intent. Consequential damages are only covered in cases of intent. Buyer may withhold payment only to the extent needed to fix defects. Obvious defects must be reported in writing within one week of delivery. Minor deviations in size/design do not justify complaints. Improvements or technical changes are allowed. This does not apply to used goods. Overhauled machines are only warranted for replaced parts.
Claims from breach of duty, pre-contractual fault, or tort are excluded unless caused by gross negligence or intent. Not applicable to claims arising from guaranteed characteristics or under the Product Liability Act or for injury to life, body, or health.
Complaints must be submitted in writing within 1 week of receipt. Payment retention due to warranty claims is not permitted.
Unless agreed otherwise, assembly is invoiced separately. Costs include travel, per diem, and labor including surcharges (25% for overtime from 9th hour, 50% night/Saturday, 100% Sundays/holidays). If setup is delayed without our fault, Buyer bears additional waiting and travel costs. Flat-rate prices do not include surcharges for special working hours. Commissioning counts as completion. If done by Buyer or third party, our assembly guidelines must be followed.
All contracts are governed by German law. If any clause is or becomes invalid, the remaining terms remain unaffected. The parties must replace invalid provisions with valid ones that best match the intent.
For merchants, legal entities under public law, or special public funds, the place of fulfillment is Göppingen, and jurisdiction is AG Göppingen or LG Ulm/Donau.