WKT

General terms and conditions

I. General provisions

The following terms and conditions apply exclusively to all deliveries and services, including future deliveries and services, as well as technical application advice and other ancillary services. Any deviations from these terms and conditions and any supplementary agreements must be made in writing. The requirement for written form may only be waived by mutual written declaration. Any conflicting or deviating terms and conditions of the Buyer shall not become part of the contracts governing the aforementioned deliveries of goods unless the Seller expressly agrees to them in writing in each individual case. This shall also apply if the Seller delivers the goods without reservation despite being aware of the Buyer's terms and conditions. These provisions shall also apply to all future deliveries of goods from the Seller to the Buyer.

II. Offers and order placement

Our offers are non-binding. Contracts, agreements and declarations shall only become binding upon our written confirmation.

III. Prices

1. Prices are quoted net ex works or warehouse, including standard packaging. Value-added tax (VAT) at the rate applicable on the delivery date shall be charged additionally. For deliveries abroad, the Buyer shall bear all applicable taxes, fees, customs duties and other charges.

2. We reserve the right to increase prices up to the time of delivery to reflect any cost increases imposed by upstream suppliers in connection with the ordered goods or services.

3. The prices valid on the date of delivery shall apply.

IV. Terms of payment

1. Unless otherwise agreed, our invoices are payable within 30 days of the invoice date without deduction. For payments made within 8 days of the invoice date, we grant a 2% cash discount on the value of the goods. We are entitled to charge interest from the due date at a rate of 8 percentage points above the base interest rate for claims against business customers and 5 percentage points above the base interest rate for claims against consumers, without having to prove that payment is in default.

2. Bills of exchange shall only be accepted by prior agreement, solely as conditional payment, subject to the right of return at any time and without any liability for the proper filing of a protest. All costs arising from the acceptance and enforcement of bills of exchange, including discount charges and bill-related expenses, shall be borne by the Buyer.

3. Counterclaims entitle the buyer to withhold payment or set off amounts only if they are undisputed or have been established by a final and binding judgment.

4. If the buyer fails to meet the payment deadline granted or if it becomes known that the buyer is experiencing financial difficulties, we are entitled to declare all outstanding claims against the buyer immediately due and to require payment in advance for any pending deliveries.

V. Deliveries, delivery dates and delivery periods

1. Our obligation to deliver under this business relationship is subject to proper supply from our suppliers.

2. We will endeavor to meet the delivery dates and periods we have specified; however, they are binding only if we have expressly acknowledged them as such. We are permitted to make partial deliveries. Delivery periods and dates shall be deemed met if the goods are dispatched on time.

3. Claims for damages arising from delivery delays or suspensions of delivery are excluded, unless they result from an intentional or grossly negligent breach of duty on our part. The purchaser’s statutory right to rescind the underlying contract remains unaffected.

4. Force majeure, including strikes, lockouts, mobilization, war, blockades, import and export bans, shortages of raw materials and fuel, fire, traffic disruptions, operational or transportation disruptions and other.

circumstances that make timely delivery substantially more difficult or impossible for us or our suppliers entitle us to postpone delivery or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.

5. A corresponding statement issued by our supplier shall be deemed sufficient proof that we are prevented from delivering in accordance with Section 4.

6. We reserve the right to choose the production facilities.

VI. Transfer of risk

Risk passes to the buyer upon delivery of the goods to the first freight forwarder or carrier, but no later than when the goods leave the factory or warehouse. This applies even if we have arranged for the insurance of the goods and even if carriage paid delivery and/or transport by us has been agreed upon.

VII. Quality, shipping advice, quantities/weights

1. Unless otherwise agreed, goods shall be delivered in the quality customary in the trade. If goods are sold based on a sample, such sample shall serve only as a representative example for the approximate description of the goods.

2. In any case, the buyer remains obligated to inspect the goods upon receipt to ensure they are suitable for the intended use. We assume no liability in this regard.

3. For deliveries of custom products or mats/sheets with non-standard cuts, we reserve the right to deliver up to 10% more or less than the ordered quantity for manufacturing reasons.

VIII. Warranty

We provide a warranty for the products we deliver only in accordance with the following provisions, provided that the purchaser is not a consumer as defined in § 13 of the German Civil Code (BGB). The statutory provisions apply to consumers. The following applies to business customers:

1. A defect can only be recognized if the buyer notifies us in writing of all obvious defects, short shipments or incorrect deliveries no later than eight days after the goods arrive at their destination and in any case before the goods are used, processed, mixed or forwarded.

2. If, after the 8-day period has expired, a defect becomes apparent that could not have been discovered even upon careful inspection upon receipt of the goods, the notice of defect must be given to us immediately upon discovery. If this does not occur, the goods shall be deemed accepted within the 8-day period, just as in the case of defects that were apparent from the outset but for which no notice of defect was given.

3. The statute of limitations for claims against us that are not based on intentional conduct attributable to us is one year. This does not apply to the extent that we are obligated to reimburse the costs that the buyer must pay to a consumer due to the sale of a new item for the purpose of subsequent performance.

4. The buyer bears the burden of proof regarding the existence of a defect. Upon request, the buyer must therefore immediately make the goods subject to the complaint or samples thereof, available to us.

5. In the event of a valid complaint, we will remedy the defect – at the buyer’s option – either by repair at no cost or by replacement. In the event of a replacement delivery, the buyer is obligated to return the defective item.

6. If the defect cannot be remedied within a reasonable period of time, or if the repair or replacement delivery is deemed to have failed for other reasons, the buyer may, at his or her discretion, demand a reduction in the purchase price or withdraw from the contract. Repair shall not be deemed to have failed until – repair or replacement is feasible and we have been given sufficient opportunity to perform repair or replacement without achieving the desired result;

  • if we refuse to perform them or unreasonably delay them;
  • if there are reasonable doubts regarding the prospects of success of the repair or replacement; or
  • if the situation is unreasonable for other reasons.

7. We exclude any further claims by the buyer – in particular claims for damages – arising from breaches of duty on our part due to slight negligence, provided that such breaches do not concern essential contractual obligations, damages resulting from injury to life, limb or health or warranties or claims under the Product Liability Act. The same applies to breaches of duty by our vicarious agents.

8. Agreements regarding the quality of goods are effective only if they have been expressly accepted by us in writing as part of the contract. References to DIN standards, product samples or specimens do not constitute an agreement regarding the quality of goods or items.

9. Our products must always be stored in a dry place. Laminated or shrink-wrapped items must be protected from direct sunlight.

IX. Retention of title

1. We retain title to the goods until all of our claims against the buyer arising from the business relationship – including future claims, even those arising from contracts concluded simultaneously or at a later date – have been settled. This applies even if individual or all of the seller’s claims have been included in a running account and the balance has been calculated and acknowledged.

2. The buyer hereby assigns to us, as of now, its claim arising from the resale of the goods subject to retention of title, together with all ancillary rights, which accrue to the buyer against the purchaser or a third party as a result of such resale. If the goods subject to retention of title are sold by the buyer after processing or combination with goods not belonging to us, the buyer hereby assigns to us the claims arising from such resale in the amount of the value of our goods subject to retention of title, together with all ancillary rights and priority over all other claims. We accept this assignment. The buyer remains authorized to collect these claims even after the assignment. Our right to collect the claims ourselves remains unaffected by this. However, we undertake not to collect the receivables as long as the buyer duly fulfills its payment and other obligations to us. We may require the buyer to disclose the assigned receivables and their debtors to us, provide all information necessary for collection, hand over the relevant documents and notify the debtors of the assignment.

3. The buyer shall carry out any processing or treatment of the goods subject to retention of title on our behalf, without this giving rise to any obligations on the buyer’s part. If the goods subject to retention of title are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to a share of co-ownership in the new item in proportion to the value of the goods subject to retention of title relative to the value of the other processed goods at the time of processing, combination, mixing or blending. If the buyer acquires sole ownership of the item, it is agreed that the buyer shall grant us co-ownership of the new item in proportion to the value of the processed, combined, mixed or blended goods subject to retention of title and shall hold it in safekeeping for us free of charge.

4. If, in connection with the buyer’s payment of the purchase price, a liability on our part arises under a bill of exchange, the retention of title and the underlying claim for delivery of goods shall not expire until the bill of exchange has been honored by the buyer as the drawee.

5. If the value of the existing collateral exceeds the claims to be secured by more than 10%, we are obligated to release the excess collateral upon the buyer’s request.

6. The buyer must immediately notify us of any attachments or other encumbrances on the goods subject to retention of title and the assigned claims; the buyer shall bear any costs we incur in defending against such encumbrances.

X. Jurisdiction and place of performance

German law applies. The place of performance and jurisdiction for both parties to the contract is Hanau, including for actions in bill of exchange or check proceedings. However, we are also entitled to pursue our rights at the buyer’s place of jurisdiction.