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 subject to change. The seller reserves the right to further develop, improve, and modify models. Orders are only considered accepted once they have been confirmed in writing by the seller, regardless of whether they were accepted in person, by telephone, by fax, or by a representative. Our offers and proposals are non-binding – it is the buyer’s responsibility to examine them carefully. We do not guarantee that the ordered design is suitable for the intended purpose. Our specially prepared offers are valid for 1 month. The offer documents, drawings, descriptions, samples, and cost estimates provided by the seller may not be passed on, published, reproduced, or otherwise made available to third parties without the seller’s permission. Upon request, the documents must be returned without retaining any 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.
The prices on the day of delivery are decisive. They are quoted in euros. The prices are ex works or warehouse and exclude value added tax, packaging, customs duties, postage, and insurance. Additional work and services will be charged separately. We cover insurance against transport damage at the buyer’s expense and on their behalf at our discretion. Any deviations from the shipping note or invoice must be reported to us in writing on the day of receipt of the goods. The date of the sender’s complaint is decisive in this respect. Only the information in the written order confirmation is authoritative for the scope and within the contractual relationship. Subsidiary agreements and amendments to the contract are only effective if they have been agreed in writing. Verbal, telex, and telegraphic supplementary agreements also require our written confirmation to be effective. Agreed subsequent changes to the order entitle the seller to charge for any additional costs incurred or oblige him to reimburse any reduced costs. The offer prices are valid for all orders within the offer period of 1 month. For call-off orders, we are bound by the prices on which the order is based for a period of two months. For deliveries called off at a later date, we reserve the right to increase prices in the event of a change in cost price. In the event of a dispute over the price, the prices valid on the day of delivery or provision shall apply in case of doubt. Additional costs incurred as a result of special requests by the customer regarding the time of shipment or completion on Sundays and public holidays, day and night shifts, may be invoiced separately to the customer. This also applies to fixed-price orders if the time of shipment or completion is not clearly specified in the order but has been communicated subsequently. In the case of fixed-price orders that include assembly, additional costs may arise due to additional shifts, the postponement of day and night shifts from normal working days to public holidays, or other impediments.
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.
The delivery time is subject to agreement for each individual order or call-off. The date of our final written order confirmation shall always be decisive for the agreed binding and non-binding delivery time. The delivery times stated are always approximate and non-binding. Exceeding the delivery time guaranteed by us by up to 3 months excludes any claims for compensation by the buyer. After that, the seller shall only be in default if the buyer has notified us in writing of a grace period of 6 weeks (this period shall commence upon receipt of the grace period notification by us) and we have exceeded this grace period. Penalties for delay are excluded. The seller shall only be responsible for delays and/or the impossibility of delivery and performance if it has caused the impediment to performance intentionally or through gross negligence. Events of force majeure, delivery delays by upstream suppliers, strikes, lockouts, traffic disruptions, or the absence of official or other permits required for the execution of delivery and installation shall release the seller from its obligation to perform for the duration of the disruption and to the extent of its effect. Any delay shall be suspended for the duration of these disruptions. Accordingly, the contractor reserves the right to correct and timely delivery. The provisions on fixed-date transactions pursuant to Section 376 of the German Commercial Code (HGB) and Section 361 of the German Civil Code (BGB) are excluded in their entirety. If no specific acceptance period has been agreed for sales on call, the call must be made by the buyer at least 6 weeks before the delivery date. In the case of custom-made machines, there is no obligation to deliver the machine within a period set by the buyer, unless otherwise agreed.
The seller retains title to the delivered items (reserved goods) until all claims to which the seller is entitled against the buyer for any legal reason have been satisfied. The buyer is obliged to notify the seller immediately of any seizures of the reserved goods and to inform the pledgees of the retention of title. The buyer is not entitled to sell, give away, pledge or assign as security the items delivered to him under retention of title, except in the following cases. If the delivery is made to a business operated by the customer, the items may be resold in the ordinary course of business, but not below the purchase price. In this case, the customer’s claims against the buyer from the sale are hereby assigned to the seller. If the items are resold on credit, the buyer must reserve ownership vis-à-vis its customer. The buyer hereby assigns to the seller the rights and claims arising from this retention of title vis-à-vis its customer. Any processing or treatment of the reserved items by the buyer shall be carried out free of charge for the seller. If the reserved goods are processed with other goods not belonging to the entrepreneur, the seller shall be entitled to the resulting co-ownership share in the new item in proportion to the factor value of the reserved goods to the other processed goods at the time of processing and combination. If the customer acquires sole ownership of a new item, the contracting parties agree that the customer shall grant the seller co-ownership of the new item in proportion to the factor value of the processed or combined reserved goods and shall store it free of charge for the supplier. If the reserved goods are resold together with other goods, regardless of whether without or after processing or combination, the above-agreed advance assignment shall only apply to the extent of the factor value of the reserved goods that have been resold together with the other goods. If goods subject to retention of title are installed by the customer or on its behalf as essential components in the property of a third party, the customer hereby assigns to the seller any claims for remuneration that may arise against the third party or the party concerned, including all ancillary rights, including the granting of a security mortgage. If reserved goods are installed as essential components in the purchaser’s property, the purchaser hereby assigns to the seller all claims arising from the sale of the property or property rights, including all ancillary rights. If the customer fails to fulfill its obligations to the seller or fails to do so on time and/or acts in an impermissible manner with regard to the items delivered under retention of title, the seller may, without prejudice to its claim for performance of the contract, demand the return of the items if a reasonable period set for the customer to fulfill its obligations has expired without success. If the customer has fulfilled the contract, the seller shall return the items. The above provision shall not apply to installment sales subject to the Consumer Credit Act.
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 warranty or 2,000 operating hours from the date of shipment for machines and equipment supplied by us, covering flawless material quality and functional design. For third-party products and components, we are only liable to the extent that our suppliers provide coverage or defects in goods supplied by our suppliers have not been recognized by us due to gross negligence or intent. The warranty is subject to the condition that the machines and equipment supplied by us are operated and maintained properly as specified in the operating instructions and that no unauthorized modifications have been made to the parts complained about or to the equipment itself, i.e., the use of original parts and consumables that correspond to the original specifications is mandatory. The warranty shall not apply if the buyer fails to refute a substantiated claim that one of these circumstances caused the defect. Liability for normal wear and tear is excluded. All payment obligations arising from the delivery and installation of our goods or payment obligations to the bank or leasing company financing the goods must be fulfilled. Any defects that occur will be remedied by repair or replacement at our discretion within a reasonable period of time. The place of performance in the event of a warranty claim is exclusively our location. The buyer must bear the costs of returning the goods to us. Replaced goods become our property and must be returned to us. Only if the repair or replacement delivery ultimately fails does the buyer have the right to rescind the contract or reduce the purchase price. There is no liability for direct or indirect damages beyond the above warranty, unless we or our vicarious agents have acted with gross negligence or intent. We shall only be liable for consequential damages in cases of intent, but not in cases of negligence or gross negligence on our part, as it is more advantageous for the buyer to take out machinery and business liability insurance than for us to take out consequential damage liability insurance. The buyer has a right of retention with regard to its obligation to pay the purchase price only to the extent and in the amount necessary to cover the costs of remedying the defect complained of. Obvious defects in work performance can no longer be claimed after acceptance. Otherwise, in order to maintain the buyer’s warranty claims, such defects must be reported to the seller in writing immediately, at the latest within one week of delivery. The defective items must be kept available for inspection by the buyer in the condition in which they were at the time of the defect or sent to the buyer at the buyer’s expense. Insignificant, reasonable deviations in dimensions and designs – especially in the case of repeat orders – do not justify complaints, unless absolute compliance has been expressly agreed. Technical improvements and necessary technical changes shall also be deemed to be in accordance with the contract, provided that they do not impair the usability of the goods. The above provisions of this paragraph shall not apply to the sale of used items that were only considered by us as drop shipments. If machines are overhauled, the warranty shall only extend to the parts replaced by us.
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 otherwise agreed, assembly work shall be remunerated separately. The assembly costs include, in particular, travel expenses, daily allowances, and working hours of the assembly personnel, including surcharges for overtime from the 9th hour onwards (25%), night work from 8:00 p.m. to 6:00 a.m. (50%), Saturday work (50%), and Sunday and public holiday work (100%). If installation or commissioning is delayed through no fault of the seller, the customer shall bear all costs for the waiting time and for any further travel required. Agreed flat rates for installation do not include surcharges for necessary overtime, night work, work on Sundays, and work on public holidays. These may be charged additionally. The installation work associated with the installation of the system shall be deemed completed upon trial commissioning. If the installation is carried out by the buyer or a third party commissioned by the buyer, the supplier’s applicable operating and installation instructions must be observed.
All contracts concluded by us are governed by the laws of the Federal Republic of Germany, regardless of any international law that may apply. Should one or more provisions of the terms and conditions of sale and delivery be or become invalid, this shall not affect the validity of all other provisions and agreements. The parties are obliged to replace the invalid provisions with new, valid provisions that correspond to the meaning and purpose of the original provisions.
If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the place of performance shall be Göppingen and the place of jurisdiction shall be the Local Court of Göppingen or the Higher Regional Court of Ulm/Danube, as applicable.